This Agreement governs Licensee’s access to and use of the Software (as defined below). Licensee must accept the terms of this License Agreement before accessing or otherwise using such Software or any of the services that may be provided by Korcomptenz under this License Agreement (“Services”). To access and use the Software and Services on a SaaS based model, Licensee must have access to the Internet. For the use of the Software on an installed model requisite hardware and Software must be made available as given in the Infrastructure Requirements Manual.

1. LICENSE GRANT AND RESTRICTIONS. Subject to the terms and conditions of this Agreement, including the payment of the applicable subscription fees, Korcomptenz grants Licensee a personal, limited, non-exclusive, non-transferable license, during the initial term of the subscription and any Renewal Term (as defined in Section 3), to electronically access and use the Software solely to manage Licensee’s business data and solely by such number of authorized users for which the applicable licensee fee has been paid by Licensee. The details of the License and the other services provided if any would be as per Exhibit A enclosed herewith.

As used in this Agreement, “Software” refers to Korcomptenz’s Software Product Configurator and any other programs, tools, internet-based services, components, and any “updates” (for example, Software maintenance, service information, help content, bug fixes, or maintenance releases etc.) of the same that Korcomptenz provides or makes available to Licensee.

License is not licensed or permitted under this Agreement to do any of the following and shall not allow anyone to do any of the following: (i) access or attempt to access any other Korcomptenz systems, programs, or data that are not made available for public use; (ii) copy, reproduce, republish, upload, post, transmit, resell or distribute in any way the Software or any material from the Korcomptenz Online site; (iii) make derivative works of the Software; (iv) permit any third party to benefit from the use or functionality of the Software or Services via a rental, lease, timesharing, service bureau, or other arrangement; (v) transfer any of the rights granted to Licensee under this Agreement; (vi) work around any technical limitations in the Software, use any tool to enable features or functionalities that are otherwise disabled in the Software, or decompile, disassemble, or otherwise reverse engineer the Software except as otherwise permitted by applicable law; (vii) perform or attempt to perform any actions that would interfere with the proper working of the Software or Services, prevent access to or the use of the Software or Services by Korcomptenz’s other licensees or customers, or impose an unreasonable or disproportionately large load on Korcomptenz’s or Korcomptenz’s infrastructure; or (viii) otherwise use the Software except as expressly allowed under this Section 1.

2. RESERVATION OF RIGHTS AND OWNERSHIP. The Software is licensed, not sold.
Korcomptenz reserves all rights not expressly granted to Licensee in this Agreement. The Software is protected by copyright, trade secret and other intellectual property rights. Korcomptenz owns all right, title and interest in and to the Software and all intellectual property rights therein. This Agreement does not grant Licensee any rights to trademarks or service marks of Korcomptenz.

3. SUBSCRIPTION. The Software is licensed on a monthly or yearly subscription basis, as selected by Licensee in Exhibit A. The Software will be deemed accepted by Licensee upon acceptance of this Agreement for trial versions of the Software and upon acceptance of this Agreement and payment of the subscription fee for paid for versions of the Software. Access to the Software will begin (i) for trial versions after Licensee’s acceptance of this Agreement and after Korcomptenz receives and processes all the information, requested by the start-up interview form; and (ii) for paid for versions after Licensee acceptance of this Agreement and after Korcomptenz receives and processes all the information it requires from Licensee. Licensee must have a valid credit card or a valid debit card with a Visa or MasterCard logo (“Card”) or sufficient funds in a U.S. checking or savings account to cover an electronic debit of the subscription fee to obtain access to the Software. The payment information Licensee provides must be accurate and complete, and Licensee agrees to notify Korcomptenz promptly of any change in the payment information. When Licensee subscribes and provides payment information, Licensee’s Card or bank account will be debited, and will be automatically re-debited at the beginning of each applicable monthly or one-year subscription term (“Renewal Term”) at the then-current subscription rate to maintain access to the Software or continue to operate the Software installed at Licensee’s location. Alternatively, Korcomptenz will also accept payment by PayPal in advance to provide and continue uninterrupted access or usage by Licensee to the Software.

4. TERMINATION.

• Immediate Termination for Licensee’s Breach. Licensee’s rights under this Agreement may be terminated or suspended by Korcomptenz immediately and without notice if Licensee or any of its authorized users fails to comply with any term or condition of this Agreement or Licensee no longer consents to receive Electronic Communications in accordance with Section 11. Additionally, Korcomptenz reserves the right (but has no obligation) to delete all Licensee Access Information and Account Data stored on Korcomptenz’s servers if the subscription has been terminated or if Licensee has not renewed a subscription for the Software. Upon termination Licensee must immediately cease using the Software and Services. Any termination of this Agreement shall not affect Korcomptenz’s rights hereunder. Further, Licensee agrees that upon termination of the Agreement as provided in this Section 14 or non-renewal of the subscription by Licensee in accordance with Section 3, Korcomptenz shall not be liable to Licensee or any third party for any termination of Licensee’s access to the Software or deletion of the Licensee Access Information and Korcomptenz Data. Licensee agrees to defend, indemnify, and hold Korcomptenz harmless from and against any and all claims, losses, liability costs and expenses (including but not limited to attorneys’ fees) arising from Licensee’s or any of its authorized users’ violation of this Agreement, state or federal laws or regulations, or any third party’s rights, including but not limited to infringement of any copyright, violation of any proprietary right or invasion of any privacy rights. This obligation will survive the termination of the Agreement.
• Termination for Cause. Without limiting Korcomptenz’s rights in Section 4.1, either party may terminate this Agreement if: (i) the other party breaches any material term or condition of this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice of the same, except in the case of failure to pay fees, which must be cured within five (5) days after receipt of written notice from Korcomptenz; (ii) the other party becomes the subject of a voluntary petition in bankruptcy or any voluntary proceeding relating to insolvency, receivership, liquidation, or composition for the benefit of creditors; or (iii) the other party becomes the subject of an involuntary petition in bankruptcy or any involuntary proceeding relating to insolvency, receivership, liquidation, or composition for the benefit of creditors, if such petition or proceeding is not dismissed within sixty (60) days of filing.
• Termination Without Cause. In the absence of any cause by the other party, either party may terminate this Agreement after giving 30 days prior written notice of the same to the other party. In the event of the Licensee terminating this Agreement before the completion of the contract term (irrespective of whether the term is the initial term or the renewed term) as agreed to between the parties and specified in any Exhibit – A for the initial term, the Customer shall be liable to pay Korcomptenz the subscription fees and such other payment as may be applicable and as laid down in the Exhibit A for the remaining unexpired term.
  • Effect of Termination. Upon the effective date of termination of this Agreement:
  • Korcomptenz will immediately cease providing the Service(s) and the Licensee will immediately cease using the services.
  • Any and all payment obligations of Licensee under this Agreement will immediately become due;
  • Within thirty (30) days of such termination, each party will return all Confidential Information of the other party in its possession and will not make or retain any copies of such Confidential Information except as required to comply with any applicable legal or accounting record keeping requirement; and
• Survival. The following provisions will survive any expiration or termination of the Agreement: Sections 10, 11, 14, 16, 17, and 18.

5. REGISTRATION DATA. Licensee must register to use the Software and Services and (i) provide true, accurate, current and complete information about Licensee as prompted by the start-up interview sign-up process (the “Registration Data”), and (ii) maintain and promptly update the Registration Data to keep it accurate, current and complete. If Licensee provides any Registration Data that is inaccurate, not current or incomplete, or Korcomptenz has reasonable grounds to suspect is inaccurate, not current or incomplete, Korcomptenz may, in its sole discretion, suspend or terminate Licensee’s account and refuse any and all current or future access to and use of the Software or Services.

6. LICENSEE ACCESS INFORMATION AND ACCOUNT DATA. Licensee is solely responsible for (i) maintaining the confidentiality and security of Licensee’s access number(s), password(s), security question(s) and answer(s), account number(s), login information, and any other security or access information, used by Licensee to access the Software, Services and Licensee’s financial institution accounts (collectively, “Licensee Access Information”), and (ii) preventing unauthorized access to or use of the information, files or data that Licensee stores or uses in or with the Software and Services (collectively, “Account Data”). Licensee is responsible for providing access and assigning passwords to system administrators and other authorized users under Licensee’s account for the Software and Services, and ensuring that such system administrators and authorized users comply with this Agreement. Licensee will be responsible for all electronic communications, including account registration and other account holder information, email and financial, accounting and other data (“Communications”) entered using the Licensee Access Information. Korcomptenz shall be entitled to assume that any Communications it receives through use of the Licensee Access Information were sent or authorized by Licensee. Licensee agrees to immediately notify Korcomptenz if Licensee becomes aware of any loss, theft or unauthorized use of any Licensee Access Information. Korcomptenz reserves the right to deny Licensee access to the Software or Services if Korcomptenz reasonably believes that any loss, theft or unauthorized use of Licensee Access Information has occurred. Licensee must inform Korcomptenz of, and hereby grants to Korcomptenz permission to use, Licensee Access Information to enable Korcomptenz to provide the Services to Licensee, including updating and maintaining Account Data, addressing errors or service interruptions, and to enhance the types of data and services Korcomptenz may provide to Licensee in the future.

7. PERMITTED DISCLOSURES. Licensee acknowledges and agrees that in order to provide Licensee with access to and use of the Software and Services, Korcomptenz may provide Licensee Access Information and Account Data to (i) Licensee’s employee or agent who is identified in the Registration Data as the current system administrator for the Licensee’s account (the “Current Administrator”), (ii) such other Licensee employee or agent who may be designated by Licensee as a replacement administrator for the Licensee’s account by following the procedures required by Korcomptenz to effectuate such replacement, and (iii) any other person identified as an authorized user of the Software in the set-up interview form or in any subsequent communication to Korcomptenz (collectively, “Information Recipients”).

8. SOFTWARE USE, STORAGE AND ACCESS. Korcomptenz shall have the right, in its sole discretion and with reasonable notice posted on the Korcomptenz Online site and/or sent to Licensee at the Current Administrator’s email address provided in the Registration Data, to revise, update, or otherwise modify the Services and establish or change limits concerning use of the Software and Services, temporarily or permanently, including but not limited to (i) the amount of storage space Licensee has on the Software at any time, and (ii) the number of times (and the maximum duration for which) Licensee may access the Software in a given period of time. Korcomptenz reserves the right to make any such changes effective immediately to maintain the security of the system or Licensee Access Information or to comply with any laws or regulations, and to provide Licensee with electronic or written notice within thirty (30) days after such change. Licensee may reject changes by discontinuing use of the Software and Services to which such changes relate. Licensee’s continued use of the Software or Services will constitute Licensee’s acceptance of and agreement to such changes. Korcomptenz may, from time to time, perform maintenance upon the Software or Services resulting in interrupted service, delays or errors in the Software or Services. Korcomptenz will attempt to provide prior notice of scheduled maintenance but cannot guarantee that such notice will be provided.

9. FEEDBACK. Korcomptenz may provide Licensee with a mechanism to provide feedback, suggestions and ideas about the Software, Services or other Korcomptenz online products and services (“Feedback”). Licensee agrees that Korcomptenz may, in its sole discretion, use the Feedback in any way, including in future modifications of the Software, Services, multimedia works and/or advertising and promotional materials relating thereto. Licensee hereby grants Korcomptenz a perpetual, worldwide, fully transferable, non-revocable, royalty free license to use, reproduce, modify, create derivative works from, perform, distribute and display for any purpose any information Licensee provides to Korcomptenz in the Feedback.

10. DISCLAIMER OF WARRANTIES. THE SOFTWARE AND SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS AND, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, KORCOMPTENZ AND ITS AFFILIATES, LICENSORS, THIRD PARTY CONTENT OR SERVICE PROVIDERS, DISTRIBUTORS, DEALERS AND SUPPLIERS (COLLECTIVELY “SUPPLIERS”) DISCLAIM ALL GUARANTEES AND WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE SOFTWARE AND SERVICES, INCLUDING ANY WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, TITLE AND NON-INFRINGEMENT. KORCOMPTENZ DOES NOT WARRANT THAT SOFTWARE OR SERVICES ARE SECURE, FREE FROM BUGS, VIRUSES, INTERRUPTION, ERRORS, IDENTITY THEFT, THREAT OF HACKERS, OR OTHER PROGRAM LIMITATIONS. KORCOMPTENZ ATTEMPTS TO ENSURE THAT THE KORCOMPTENZ ACCOUNT DATA STORED ON KORCOMPTENZ’S SERVERS IS SAFE AND SECURE BY EMPLOYING REASONABLE, INDUSTRY-RECOGNIZED SECURITY AND VIRUS SAFEGUARDS, AND CONDUCTING ROUTINE SYSTEM MAINTENANCE AND MONITORING. SOME STATES DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO LICENSEE. IN THAT EVENT, ANY IMPLIED WARRANTIES ARE LIMITED IN DURATION TO 60 DAYS FROM THE FIRST DATE OF PURCHASE OF THE RIGHT TO USE THE SOFTWARE OR SERVICES, AS APPLICABLE. HOWEVER, SOME STATES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATION MAY NOT APPLY TO LICENSEE. THIS WARRANTY GIVES LICENSEE SPECIFIC LEGAL RIGHTS, AND LICENSEE MAY HAVE OTHER RIGHTS THAT VARY FROM STATE TO STATE.

THE SOFTWARE AND ANY RELATED SERVICES OR CONTENT ARE DESIGNED TO OPERATE AND PROVIDE INFORMATION WITH THE UNDERSTANDING THAT KORCOMPTENZ AND ITS SUPPLIERS ARE NOT ENGAGED IN RENDERING LEGAL, ACCOUNTING OR OTHER PROFESSIONAL SERVICE. IF LEGAL ADVICE OR OTHER EXPERT ASSISTANCE IS REQUIRED, THE SERVICE OF A COMPETENT PROFESSIONAL SHOULD BE SOUGHT. KORCOMPTENZ EXPRESSLY DISCLAIMS ANY REPRESENTATIONS OR WARRANTIES THAT LICENSEE’S USE OF THE SOFTWARE WILL SATISFY ANY STATUTORY OR REGULATORY OBLIGATIONS, OR WILL ASSIST WITH, GUARANTEE OR OTHERWISE ENSURE COMPLIANCE WITH ANY APPLICABLE LAWS OR REGULATIONS, INCLUDING BUT NOT LIMITED TO THE HEALTH INSURANCE PORTABILITY AND ACCOUNTABILITY ACT OF 1996 (“HIPAA”), THE GRAMM-LEACH-BLILEY ACT OF 1999, THE SARBANES-OXLEY ACT OF 2002, OR OTHER FEDERAL OR STATE STATUTES OR REGULATIONS. LICENSEE IS SOLELY RESPONSIBLE FOR ENSURING THAT LICENSEE’S USE OF THIS SOFTWARE, SERVICES OR CONTENT IS IN ACCORDANCE WITH APPLICABLE LAW. IT IS LICENSEE’S RESPONSIBILITY TO KEEP ABREAST OF CHANGES IN LAWS, REGULATIONS AND ACCOUNTING PRACTICES THAT AFFECT LICENSEE AND LICENSEE”S BUSINESS.

11. LIMITATION OF LIABILITY. THE ENTIRE CUMULATIVE LIABILITY OF KORCOMPTENZ AND ITS SUPPLIERS FOR ALL MATTERS ARISING FROM OR RELATING TO THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNT PAID BY LICENSEE TO KORCOMPTENZ FOR THE SOFTWARE OR SERVICES, AS APPLICABLE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, KORCOMPTENZ AND ITS SUPPLIERS DISCLAIM AND SHALL HAVE NO LIABILITY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING DAMAGES RELATING TO LOSS OF BUSINESS, TELECOMMUNICATIONS FAILURES, LOSS, CORRUPTION, SECURITY OR THEFT OF DATA, VIRUSES, SPYWARE, LICENSEE’S INABILITY TO ACCESS LICENSEE’S ACCOUNT DATA FOR WHATEVER REASON, LOSS OF PROFITS OR INVESTMENT, GOODWILL, OR THE LIKE, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EVEN IF KORCOMPTENZ OR ITS SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. IN NO EVENT WILL KORCOMPTENZ BE LIABLE FOR ANY LOSS, COST, LIABILITY OR DAMAGE INCURRED AS A RESULT OF LICENSEE’S RECEIPT OF OR PARTICIPATION IN ANY THIRD PARTY SERVICES, THIRD PARTY WEBSITES. IN NO EVENT DOES KORCOMPTENZ ASSUME ANY LIABILITY TO ANY PARTY OTHER THAN LICENSEE ARISING OUT OF LICENSEE’S USE OR INABILITY TO USE THE SOFTWARE OR SERVICES. IN ADDITION, KORCOMPTENZ SHALL HAVE NO LIABILITY TO LICENSEE FOR ANY DISCLOSURES BY KORCOMPTENZ TO ANY INFORMATION RECIPIENT IN ACCORDANCE WITH SECTION 6 HEREOF OR ANY USE OF THE LICENSEE ACCESS INFORMATION OR KORCOMPTENZ ACCOUNT DATA BY THE INFORMATION RECIPIENT. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN KORCOMPTENZ AND LICENSEE. KORCOMPTENZ WOULD NOT BE ABLE TO HAVE PROVIDED THE SOFTWARE OR THE SERVICES WITHOUT SUCH LIMITATIONS.

12. CONSENT TO CONDUCT BUSINESS ELECTRONICALLY (“CONSENT”).

• Consent to Electronic Communications. Korcomptenz may be required by law to send Electronic Communications (as defined below) to Licensee that may pertain to the Software, the use of information Licensee may submit to Korcomptenz, and any applicable Services. Licensee agrees that Korcomptenz may send Electronic Communications to Licensee by email and/or may make Electronic Communications available to Licensee by posting them at one or more of our sponsored websites, such as www.Korcomptenz.com or any other website. Licensee consents to receive these Electronic Communications electronically. The term “Electronic Communications” means any notice, record, agreement, or other type of information that is made available to Licensee or received from Licensee in connection with the Software and any applicable Services.
• Consenting to Do Business Electronically. The decision whether to do business electronically is Licensee’s, and Licensee should consider whether Licensee has the required hardware and software capabilities described below. Licensee’s consent to do business electronically, and our agreement to do so, applies to this Agreement, the Software and any applicable Services.
• Hardware and Software Requirements. In order to access and retain an electronic record of Electronic Communications, Licensee will need: a computer, a monitor, a connection to an Internet service provider, an Internet browser software that supports 128-bit encryption, and an e-mail address. By signing this agreement, Licensee is confirming to us that Licensee has the means to access, and to print or download, Electronic Communications.
• Withdrawal of Consent. If Licensee later decides that it does not want to receive future Electronic Communications, it may write to us at Privacy Team Korcomptenz Inc, 200, Valley Road, Suite 105, Mount Arlington, NJ 07840 clearly stating the desire to withdraw consent of Electronic Communications. If Licensee withdraws the consent to receive Electronic Communications, we may terminate Licensee’s use of the Software or any applicable Services.
• Changes to Email Address. Licensee agrees to notify us promptly of any change in Licensee’s email address by emailing us at [email protected] and updating its contact information, including its email address.
• Printing. Licensee may print any Electronic Communications by using the web browser’s print function.

13. AMENDMENT. Korcomptenz shall have the right, to change or add to the terms of its Agreement at any time, (provided that it is not Korcomptenz’s intent that such change substantially affect the license rights granted to Licensee in Section 1 and for which consideration was paid by Licensee) and to change, delete, discontinue, or impose conditions on any feature or aspect of Software and Services (including but not limited to Internet based services, pricing, technical support options, and other product-related policies) upon notice by any means Korcomptenz determines in its discretion to be reasonable, including posting information concerning any such change, addition, deletion, discontinuance or conditions in Software or on any Korcomptenz sponsored web site, including but not limited to www.kompeteinc.com. Any use of the Software by Licensee after Korcomptenz’s publication of any such changes shall constitute Licensee’s acceptance of this Agreement as modified.

14. THIRD PARTY SERVICES. In connection with the Licensee’s use of the Software, Licensee may be made aware of services, products, offers and promotions provided by third parties, and not by Korcomptenz (“Third Party Services”). If Licensee decides to use Third Party Services, Licensee is responsible for reviewing and understanding the terms and conditions governing any Third Party Services. Licensee agrees that the third party, and not Korcomptenz, is responsible for the performance of the Third Party Services.

15. THIRD PARTY WEBSITES. The Software may contain or reference links to websites operated by third parties (“Third Party Websites”). These links are provided as a convenience only. Such Third Party Websites are not under the control of Korcomptenz. Korcomptenz is not responsible for the content of any Third Party Website or any link contained in a Third Party Website. Korcomptenz does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third Party Websites, and the inclusion of any link in the Software or Services is not and does not imply an affiliation, sponsorship, endorsement, approval, investigation, verification or monitoring by Korcomptenz of any information contained in any Third Party Website. In no event will Korcomptenz be responsible for the information contained in such Third Party Website or for Licensee’s use of or inability to use such website. Access to any Third Party Website is at Licensee’s own risk, and Licensee acknowledges and understands that linked Third Party Websites may contain terms and privacy policies that are different from those of Korcomptenz. Korcomptenz is not responsible for such provisions, and expressly disclaims any liability for them.

16. MISCELLANEOUS. This Agreement (and any additional terms and conditions with which Korcomptenz amends or supplements this Agreement) is a complete statement of the agreement between Licensee and Korcomptenz, and sets forth the entire liability of Korcomptenz and its Suppliers and Licensee’s exclusive remedy with respect to the Software and Services and their use. Licensee agrees that Korcomptenz is not acting as Licensee’s agent or fiduciary in connection with Licensee’s use of the Software or any Services. The Suppliers, agents, employees, distributors, and dealers of Korcomptenz are not authorized to make any additional representations, commitments, or warranties binding on Korcomptenz. Any waiver of the terms of this Agreement by Korcomptenz must be in a writing signed by an authorized officer of Korcomptenz and expressly referencing the applicable provisions of this Agreement. Licensee may not assign any of its rights or delegate any of its duties under this Agreement without Korcomptenz’s prior written consent. If any provision of this Agreement is invalid or unenforceable under applicable law, then it shall be, to that extent, deemed omitted and the remaining provisions will apply and will be fully enforceable.

17. ARBITRATION OF DISPUTES. Both parties agree that the exclusive remedy for any and all disputes under or relating to the terms of this Agreement, or breach thereof, is through binding arbitration. It is agreed that all such claims between the parties shall be submitted to binding arbitration to the American Arbitration Association (“Association”) in Morristown, New Jersey. The parties agree that the arbitration shall constitute the final disposition of the dispute. Both parties reserve the right to obtain a court ordered injunction in a court with jurisdiction and venue consistent with the nature and location of the arbitration. The arbitration shall be conducted in accordance with the rules promulgated by that Association, except that if this Agreement is interpreted in the state of California, the arbitration shall be conducted according to those rules except that pursuant to Code Civ. Proc. § 1283.1(b), the provisions of Code Civ. Proc. § 1283.05 will be incorporated into the arbitration. The Arbitrator shall issue a written decision that shall be provided to all parties.

18. APPLICABLE LAW. THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH, AND SHALL BE GOVERNED BY, THE LAWS OF THE STATE OF NEW JERSEY, WITHOUT GIVING EFFECT TO ITS RULES REGARDING CONFLICTS OF LAWS. LICENSEE AGREES THAT THE STATE AND FEDERAL COURTS LOCATED WITHIN THE STATE OF NEW JERSEY SHALL HAVE EXCLUSIVE JURISDICTION FOR ANY ACTION IN COURT INCLUDING WITHOUT LIMITATION ACTIONS TO ENFORCE SECTION 17

19. FORCE MAJEURE. Korcomptenz shall be excused from performance of its obligations under this Agreement if such a failure to perform results from compliance with any requirement of applicable law, natural disaster, strike or adverse labor action, embargo, terrorist attack, war, insurrection or riot, cybersecurity incidents, public health issues, interruptions of utility services or essential third-party services, or other causes beyond the reasonable control of Korcomptenz. Any delay resulting from any of such causes shall extend performance accordingly or excuse performance, in whole or in part, as may be reasonable under the circumstances.

20. NOTICES. All notices required by or relating to this Agreement shall be in writing and shall be sent by means of certified mail, postage prepaid, to the Parties to the Agreement and addressed, if to Licensee, as set forth on the first page of this Agreement, or if to Korcomptenz as follows:

Korcomptenz Inc
200, Valley Road, Suite 105,
Mount Arlington, NJ 07856, USA

Notice may also be addressed to such other address as that Party may have given by written notice in accordance with this provision.  All notices required by or relating to this Agreement may also be communicated by facsimile, provided that the sender receives and retains confirmation of successful transmittal to the recipient.  Such notices shall be effective on the date indicated in such confirmation.  In the event that either Party delivers any notice hereunder by means of facsimile transmission in accordance with the preceding sentence, such Party will promptly thereafter send a duplicate of such notice in writing by means of certified mail, postage prepaid, to the receiving Party, addressed as set forth above or to such other address as the receiving Party may have previously substituted by written notice to the sender.

21. ASSIGNMENT. Licensee shall not assign its rights or delegate its obligations under this Agreement without Korcomptenz’s prior written consent and, absent such consent, any purported assignment or delegation by Licensee shall be null, void and of no effect. Any merger, consolidation, reorganization, transfer of substantially all assets of Licensee or other change in control or ownership of Licensee shall be considered an assignment for the purpose of this Agreement.  This Agreement shall be binding upon and inure to the benefit of Korcomptenz and Licensee and their successors and permitted assigns.

22. DATA PRIVACY. The Parties shall comply with all laws governing the protection of personal data (“Data”) including, without limitation, any data protection acts as amended (the “Acts”) in force in a particular country, and shall ensure that its employees, agents and subcontractors observe the provisions of the Acts, as applicable. The parties further undertake to employ commercially reasonable measures to reduce the risk of: (i) accidental, unauthorized or unlawful destruction, alteration, modification or loss of Data, (ii) accidental, unauthorized or unlawful disclosure or access to Data, and (iii) unlawful forms of processing.

23. PUBLICITY. Licensee agrees that Korcomptenz, upon the execution of this Agreement, may announce this relationship by means of a press release, marketing campaign or otherwise. Licensee also agrees that Korcomptenz may, without any further approval required, post Licensee’s name and logo on its website identifying Licensee as a Korcomptenz customer. Further, Licensee hereby agrees that Korcomptenz may use Licensee’s corporate name and logo in Korcomptenz’ marketing materials.

24. COUNTERPARTS. This Agreement may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute one Agreement.

25. HEADINGS. The headings in this Agreement are inserted merely for the purpose of convenience and shall not affect the meaning or interpretation of this Agreement.

26. ENTIRE AGREEMENT. This Agreement sets forth the entire agreement and understanding between the Parties hereto with respect to the subject matter hereof and, except as specifically provided herein, supersedes and merges all prior oral and written agreements, discussions and understandings between the Parties with respect to the subject matter hereof, and neither of the Parties shall be bound by any conditions, inducements or representations other than as expressly provided for herein.