Palm VIIX Handbook page 292

12. General.
12.1 Entire Agreement. This Agreement is intended as the complete, final and ex-
clusive statement of the terms of the agreement between the parties relating to the sub-
ject matter hereof and supersede all prior understandings, writings, proposals,
representations or communications, oral or written, relating to the subject matter here-
of. Palm, Inc. may make changes to this Agreement by notifying you in accordance with
Section 12.3. No change requested by you shall be binding upon Palm, Inc. unless agreed
to in writing executed by both parties.
12.2 Force Majeure. Except with respect to your payment obligations under this
Agreement, neither party shall be liable to the other party for any alleged loss or dam-
ages resulting from delays in performance caused by acts of the other party, acts of civil
or military authority, governmental priorities, earthquake, fire flood, epidemic, quaran-
tine, energy crisis, strike, labor trouble, war, riot, accident, shortage, delay in transpor-
tation, or any other causes beyond the reasonable control of the party whose
performance is so delayed.
12.3 Notices. You may send notices to Palm, Inc. by postal mail or by express deliv-
ery, addressed to Palm, Inc. at 5400 Bayfront Plaza, Santa Clara, CA 95052-8145, Atten-
tion: Palm VII Customer Care or at such other address as Palm, Inc. may provide. Palm,
Inc. may send notices to you electronically by facsimile, desktop e-mail, or by postal
mail, addressed to you at your last known address or number. All notices shall be
deemed to have been given and received on the earlier of actual delivery or three (3)
days from the date of postmark.
12.4 Waiver. A waiver of any default hereunder or of any of the terms and condi-
tions of this Agreement shall not be deemed to be a continuing waiver or a waiver of
any other default or of any other term or condition, but shall apply solely to the instance
to which such waiver is directed. The exercise of any right or remedy provided in this
Agreement shall be without prejudice to the right to exercise any other right or remedy
provided by law or equity.
12.5 Severability. In the event any provisions of this Agreement are found to be in-
valid, illegal or unenforceable, the validity, legality and enforceability of any of the re-
maining provisions shall not in any way be affected or impaired thereby.
12.6 Assignment. Assignment of this Agreement shall be prohibited without the
express written consent of the other party; except that Palm, Inc. shall be entitled to as-
sign its rights and obligations hereunder to any subsidiary or affiliate or in connection
with a merger or other business combination in which Palm, Inc. is not the surviving en-
tity. Any attempted assignment in violation of this provision shall be null and void.
12.7 Governing Law. THE VALIDITY, PERFORMANCE, CONSTRUCTION,
AND INTERPRETATION OF THIS AGREEMENT SHALL BE GOVERNED BY THE
LAWS OF THE STATE OF CALIFORNIA, EXCLUDING CONFLICTS OF LAWS PRIN-
CIPLES. The Superior Court of Santa Clara County and/or the United States District
Court for the Northern District of California shall have jurisdiction and venue over all
controversies in connection herewith.
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