Software License Terms and Conditions

Software License Terms and Conditions

Kauneonga LLC
Last Updated December 22, 2023

The following terms and conditions (as may be updated as provided below, the “Terms and Conditions”) govern your (you, in such
capacity, “Customer”) purchase of certain Software Licenses (the “Services”) via Kauneonga LLC’s (and/or any of its subsidiaries or
other affiliates, “Kauneonga”) sales team, web-based portal or API (application programming interface). If you are registering for a
Kauneonga account or using the Services on behalf of an organization, then you represent that you have the authority to bind
that organization to the Terms and Conditions and the remainder of the Agreement (as defined hereinafter), and that the term “Customer” will refer to such organization.

BY REGISTERING FOR AN ACCOUNT OR USING THE SERVICES (THE FIRST DATE ON WHICH EITHER OCCURS, THE “EFFECTIVE DATE”), YOU (AND YOUR ORGANIZATION, IF APPLICABLE) AGREE TO BE LEGALLY BOUND BY THE AGREEMENT, INCLUDING ANY UPDATES. PLEASE REVIEW THE AGREEMENT CAREFULLY. ONCE ACCEPTED, THE AGREEMENT BECOMES A LEGAL COMMITMENT BETWEEN YOU AND KAUNEONGA. IF YOU DO NOT AGREE TO BE BOUND BY THE AGREEMENT, YOU SHOULD NOT USE KAUNEONGA’S SERVICES.

ARTICLE I. DEFINITIONS

For purposes of this Agreement, the following terms shall mean:

  1. Affiliate(s)
    Those entities under common control and ownership of the entity first identified as the Client above. Common control and ownership is defined as direct or indirect ownership of a voting interest of greater than fifty percent (50%) or the right or power, directly or indirectly, to elect a majority of the Board of Directors. Client agrees to confirm the Affiliate status of an entity upon request by Licensor. In the event an Affiliate ceases to comply with this definition, this Agreement will terminate solely as it relates to the former Affiliate in accordance with the termination provisions in Article IX, Sections (D) and (E).
  2. Client(s)
    The computer (including operating system) or device used by Licensed Users to access and use the Licensed Products through the means of an end user software program or interface (Including a web-browser or Java-enabled interface) and which processes and/or issues commands for processing. These include, but are not limited to, personal computers, network computers, Windows Terminals, wireless devices, smartphones and other similar hardware or display devices
  3. Confidential Information
    Confidential Information is any information disclosed by Licensor or Client, which is not generally known to the public and which the disclosing party takes reasonable precautions to maintain as confidential and which if disclosed in writing, is expressly marked with a confidential or proprietary legend or, if disclosed orally or visually is identified as confidential or proprietary at the time of disclosure. The party disclosing any Confidential Information is the “Discloser” and the party receiving Confidential Information is the “Recipient.”
  4. Cloud
    The method, means, platform or host through which Client will access the Licensed Products. Licensor’s products and services are delivered or accessed over the Internet , which means that as used in this Agreement, the Cloud refers to Licensor’s computing services—including third-party managed platforms, servers, storage, databases, networking, software, analytics, and intelligence provided and accessed by Licensed Users over the Internet.
  5. Developed Software
    Software programs or modifications to the Licensed Products developed by Licensor for Client pursuant to the Software Services Agreement (or other similar engagement) including source (if any) and object code for such Developed Software and any related documentation. Licensor shall own all rights, title and interest in any Developed Software.
  6. Intellectual Property
    As used in this Agreement Intellectual property means all intellectual property or proprietary rights in any jurisdiction throughout the world, including without limitation: (a) all inventions (whether patentable or unpatentable and whether or not reduced to practice), all improvements thereto, and all patents, patent applications, and patent disclosures, together with all reissuances, continuations, continuations-in-part, revisions, divisionals, extensions, and reexaminations thereof; (b) all trademarks, service marks, trade dress, logos, slogans, trade names, and Internet domain names, together with all translations, adaptations and combinations thereof, all applications, registrations, and renewals in connection therewith, and all goodwill associated with any of the foregoing; (c) all copyrights and other works of authorship, and all applications, registrations, and renewals in connection therewith; (d) all trade secrets and other confidential business information (including ideas, research and development, know-how, formulas, compositions, manufacturing and production processes and techniques, technical data, designs, drawings, specifications, client and supplier lists, pricing and cost information, and
    business and marketing plans and proposals); (e) all proprietary and intellectual property rights in the foregoing; and (f) all copies and tangible embodiments of the foregoing (in whatever form or medium).
  7. License Fee
    The fee charged for the use of the Licensed Products.
  8. Licensed Product(s)
    The Software, including any computer programming code, object code and any source code which may be provided and any Software Updates which are, or may be described more fully on any document (whether a Statement of Work, an invoice or any other document) attached or made an attachment to this Agreement directly or through any other communication such as by email..
  9. Licensed Users
    A Licensed User is an individual that is authorized to and does login and use the Licensed Products and/or Developed Software.
  10. Software
    The Licensed Products and Developed Software.
  11. Covered Period
    The time period during which this Agreement shall be in force and effect and during which the services shall be provided. The initial Covered Period begins on the Start Date referenced earlier and continues for one (1) year, and will automatically renew unless canceled by either party by providing written notice thirty (30) days prior to the end of each Covered Period.
  12. Software Updates
    Program updates (including cumulative updates containing corrections to the Licensed Products) and new system versions and releases containing enhancements and modifications provided during the Covered Period.

     

    ARTICLE II. SOFTWARE LICENSE (“LICENSE”)

    1. LICENSE GRANT

    (A) Subject to the terms and conditions in this Agreement and after Licensee pays and Licensor receives the License Fee Licensor grants to Client a non-exclusive, non-transferable, limited license to use the Licensed Products described on any attachment to this Agreement and to access the Licensed Products through the Cloud in the United States during the term of this Agreement. Licensor represents that it possesses all rights and interests in the Licensed Products necessary to enter into this Agreement. Client has the right to use only the Licensed Products identified in this Agreement.

    2. LICENSE USE

    (A) Client shall access the Licensed Products only through the Cloud. Client shall not copy or download any of the Licensed Products without the prior written permission of Licensor. Client shall not allow any of the Licensed Products to be used by any other person and/or company. Access to the Licensed Products is limited to Licensed Users, which may include: (i) employees of Client, and, (ii) agents, contractors, consultants or representatives engaged by Client who require access to the Licensed Products to perform their tasks. (B) Client shall be responsible for the acts and omissions of Licensed Users arising from access to any of the Licensed Products accessed by Client. None of the Licensed Products may be sublicensed by Client for any purpose or reason. Client shall not reverse engineer any part of the Licensed Products, distribute, sell or otherwise transfer any part of the Licensed Products; or remove the patent, copyright, trade secret, trademark, or other proprietary protection legends or notices that appear on or in any of the Licensed Products.

    3. AUDIT

    Licensor’, at its own expense, may audit Client’s use of the Licensed Products. If the results of the audit determine an increases in total Licenses used during the audited period, the License Fee for the Licensed Products and their respective support charges may increase from the date of the audit for the remainder of the Agreement term.

    4. CLIENT RESPONSIBILITIES

    Client is responsible to provide any and all necessary hardware and connectivity to allow Users to use the Licensed Products, including all security measures, such as for example end-point protection. Licensor may, upon request from Client, provide recommendations for the initial implementation and activation.

    ARTICLE III. MAINTENANCE

    1. Maintenance & Support Services (A)

    Services Defined:

    Licensor shall provide Client with regular maintenance and support services including all Software Updates. Licensor provides regular maintenance and support services Monday through Friday between the hours of 9:00 a.m. and 6:00 p.m. EST. These regular maintenance and support services include the initial activation of the Software, as well as limited training as described in the Statement of Work or any other document attached or made an attachment to this Agreement. Client may request and Licensor may provide additional regular maintenance and support for the Licensed Products licensed by Client under this Agreement to the same extent and degree that Licensor makes such services generally available.

    (A) Additional Support, Training, and Professional Services

    In addition to regular support services, Client may request in writing and pay for additional support such as 24/7 system down support, additional training, other professional services or any other level of support described on any document (whether a Statement of Work, Sales Order or invoice) attached or made an attachment to this Agreement.

    (B) All Inclusive Coverage:

    Client may not elect to exclude any of the Licensed Products from any regular maintenance services during the Period of Coverage.

    (C) Central Point of Contact:

    Client agrees to make a reasonable effort to establish and maintain an internal competency center or help desk which provides a central point of contact with the Licensor to coordinate maintenance provided under this Agreement.

    (D) Automatic Renewal of Agreement:

    Unless canceled by either party by written notice no less than thirty (30) days prior to the end of the Covered Period, this Agreement shall automatically renew for one (1) year.

    (E) Maintenance Interruption:

    Maintenance shall be provided in accordance with Licensor’ policies in effect at the beginning of each annual renewal of the Covered Period.

    2. Maintenance & Support Exclusive Remedies

    Licensor will regularly update and provide corrections and fixes for the Licensed Products at no additional charge subject to the following conditions. Licensor’s obligation to provide corrections under this provision shall apply only to the most current release of the Licensed Products. In the event Client asserts any nonconformance in the Licensed Products, Client shall provide written notice to Licensor in sufficient detail to allow Licensor to duplicate the alleged nonconformance. Should Licensor fail to provide such correction within a commercially reasonable time, Client’s sole and exclusive remedy shall be to receive a refund of any Maintenance & Support fees paid during the quarterly period of nonconformance.

    3. Payment for Maintenance & Support Services

    Maintenance & Support fees will be invoiced by the Licensor to the Client. If Client fails to timely remit Maintenance & Support fees, Licensor will have no duty to provide additional maintenance and support services under this Agreement. The fees for any maintenance and/or support services are subject to increase provided Licensor provides Licensee written notice prior to the end of the Covered Period. the Licensed Products and their respective support charges

  13.  for the current quarter and the remainder of the Agreement term, may increase for the remainder of the Agreement term. During each quarter, if Client requires an increases in total Licenses, the License Fee for the remainder of the quarter may increase to reflect this change.

    ARTICLE IV. PROPRIETARY RIGHTS AND MUTUAL NON-DISCLOSURE

    1. PROPRIETARY RIGHTS

    (A) Licensor owns all rights, title and interest in and to the Licensed Products, the Software and the Developed Software, including all Intellectual Property rights in and to same and in and to any and all enhancements, modifications and/or updates. Nothing in this Agreement conveys to Client any ownership interest or right in or to the Licensed Products, the Software, or the Developed Software. The Licensed Products may also include copyrighted and proprietary material of third parties for which Licensor has been granted a right to use and distribute. Licensor and any third-party suppliers shall retain ownership of all rights, title and interest to their respective portions of the Licensed Products and all releases thereof.

    (B) Client shall notify Licensor in writing immediately upon learning of any actual or suspected unauthorized use, unauthorized possession, infringement or violation of or related to any of the Licensed Products, the Software or the Developed Software. Client shall promptly furnish Licensor with full details of such situation in writing, assist in preventing any recurrence thereof, and cooperate at Licensor’ expense in any litigation or other proceedings reasonably necessary to protect the Licensed Products and/or Licensor’s Intellectual property rights.

    (C) The Licensed Products contain software protection procedures (SPC) which, in the event of unauthorized use, may limit access to the Licensed Products or which may limit the number of users having access to the Licensed Products. The software protection procedures contained in the Licensed Products will only limit access to the Software and will not destroy any of Client’s programs or data.

    2. MUTUAL NON-DISCLOSURE

    Pursuant to this Agreement, each party may, from time to time, furnish the other party to this Agreement with certain Confidential Information. Recipient will use the same care to avoid disclosure of Confidential Information as it uses with its own confidential information, but such standard of care shall not be less than a reasonable standard of care. The Confidential Information, including any trade secret, confidential or proprietary information contained within the Confidential Information, is not to be disclosed to any persons other than the employees of Recipient that require the information to comply with the obligations contained in this Agreement. However, Confidential Information may be disclosed to counsel, consultants, subcontractors or agents of the Recipient who have a need to know, have been instructed that it is Confidential Information, and who have executed a written agreement substantially in the form of this section of the Agreement prior to disclosure of the Confidential Information. The disclosure of Confidential Information does not grant to the Recipient any license or rights to any trade secrets, or under any patents or copyrights, except as expressly provided by the licenses granted in this Agreement. Except as otherwise provided in this Agreement, all Confidential Information is provided on an “as is” basis. The obligations of Recipient with respect to any particular portion of Confidential Information shall terminate (or shall not attach) when any of the following occurs:

    (i) The information was in the public domain at the time of Discloser’s communication to Recipient.

    (ii) The information entered the public domain in a manner that did not violate any law or the rights of any third party or Licensor through no fault of Recipient subsequent to the time of Discloser’s communication to Recipient.

    (iii) Recipient had lawful possession of the information free of any obligation of confidence at the time of Discloser’s communication to Recipient.

    (iv) The information was independently developed by Recipient.

    (v) The information was lawfully disclosed to Recipient by a third party whose possession and disclosure of the information does not violate any law or the rights of any third party or Licensor.

    (vi) The disclosure of the information is required by law, valid subpoena, or court or government order, provided, however, that Recipient provides prompt notice of such required disclosure and Recipient shall have made a reasonable effort to obtain a protective order or other reliable assurance affording it confidential treatment and limiting its use solely for the purpose for which the law or order requires. The parties agree that a breach of the confidentiality obligations by Recipient shall cause immediate and irreparable monetary damage to Discloser and shall entitle Discloser to injunctive relief in addition to all other remedies.

    ARTICLE V. WARRANTY, CLAIMS, REMEDY AND EXCLUSIONS

    1. WARRANTY EXCLUSION

    (A) THIS AGREEMENT PROVIDES LICENSES AND SERVICES AND IS NOT A SALE OF GOODS.

    (B) EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THERE ARE NO WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. LICENSOR MAKES NO WARRANTY, EXPRESS OR IMPLIED, REGARDING THE LICENSED PRODUCTS OR ANY MODIFIED PORTIONS OF THE SOFTWARE.

    (C) ALL SERVICES PROVIDED BY LICENSOR UNDER THIS AGREEMENT ARE PROVIDED ON AN “AS IS” BASIS. LICENSOR WILL USE IT BEST EFFORTS AND WILL PERFORM ALL SERVICES IN A PROFESSIONAL AND EFFICIENT MANNER. LICENSOR MAKES NO WARRANTY AS TO THE ADEQUACY OR CAPACITY OF ANY HARDWARE OR THIRD-PARTY SOFTWARE TO ATTAIN SOME OR ALL OF THE PERFORMANCE OBJECTIVES OF CUSTOMER. MANY FACTORS, INCLUDING BUT NO LIMITED TO THE TYPE OF NETWORK, THE AMOUNT OF TOTAL NETWORK TRAFFIC, AND THE TYPE AND PATTERN OF USAGE OF THE LICENSED PRODUCTS OR OTHER SOFTWARE ON THE NETWORK WILL IMPACT THE PERFORMANCE. OF THE LICENSED PRODUCTS.

    2. Licensee represents and warrants as follows:

    i. It understands, acknowledges and agrees Licensor owns all right, title and interest in and to all Licensed Products, the Software and the Developed Software, including all Intellectual Property rights.

    ii. Licensee’s use of the Intellectual Property Rights on or as part of Licensed Products or otherwise, including Licensee’s use of any Patent, Trademark or Copyright shall inure to the benefit of Licensor for all purposes.

    iii. Licensee will not make any revisions, modifications, changes, alterations or adaptations to any Licensed Products, the Software, or the Developed Software.

    iv. It has the right to enter into this Agreement.

    3. EXCLUSIVE REMEDIES

    For any breach of any of the warranties contained in this Agreement, Client’s exclusive remedy shall be as follows. Client shall have sixty (60) days following the first date on which Client has access to the Licensed Products to confirm the Licensed Products conform to the Client’s needs. Client shall provide written notice of any nonconformance to Licensor within this sixty (60) day period. Such notice shall be in sufficient detail to allow Licensor to identify the nonconformance. Licensor shall, at no additional charge, correct such nonconformance or provide a mutually acceptable plan for correction by thirty (30) days following the receipt of Client’s written notice by Licensor. Should Licensor fail to provide such correction or mutually acceptable plan by such date, Client’s sole and exclusive remedy shall be to terminate this Agreement by written notice in accordance with the termination provisions contained in Article IX. Such notice of termination must be received by Licensor within fifteen (15) days following the date for correction or plan for correction. Upon such notice of termination, Client shall be entitled to receive a refund of any License Fees paid during any period of non-conformance, but shall not be entitled to receive any refund of any set up, implementation, activation or other fees paid. Client waives any and all claims for damages, including any and all claims for attorneys’ fees arising from any alleged breach of this Agreement by Licensor.

    ARTICLE VI. LIMITATION OF LIABILITY

    LICENSOR’ LIABILITY FOR DAMAGES UNDER THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNT OF THE FEES PAID BY CUSTOMER FOR THE LICENSED PRODUCT(S) DURING ANY PERIOD OF NON-CONFORMANCE. EXCEPT FOR A BREACH OF LICENSOR’S INTELLECTUAL PROPERTY RIGHTS. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF GOODWILL, PROFITS, DATA, (OR USE THEREOF), OR BUSINESS INTERRUPTION ARISING OUT OF EITHER PARTY’S ACT OR FAILURE TO ACT, WHETHER SUCH DAMAGES ARE LABELED IN TORT, CONTRACT, OR OTHERWISE, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE LIMITATIONS SET FORTH IN THIS SECTION SHALL APPLY EVEN IF ANY EXCLUSIVE REMEDY IN THIS AGREEMENT FAILS OF ITS ESSENTIAL PURPOSE.

    ARTICLE VII. INFRINGEMENT CLAIMS

    (A) Licensor shall indemnify, defend and hold Client harmless from and against any loss, cost, damage, liability, or expense (including reasonable legal fees) suffered or incurred by Client in connection with any U.S. patent, or any copyright or other intellectual property infringement claim by any third party with respect to the Licensed Products. This indemnity obligation shall apply only to the extent that Client promptly notifies Licensor in writing after Client becomes aware of such claim, grants to Licensor the authority to defend, compromise or settle the claim of infringement, and provides Licensor any Client information relevant to such claim. Licensor shall have no liability for any claims of infringement that are based on:

    (i) a modification to Licensed Products by Client or any User,

    (ii) the use of a prior or modified release, if the infringement claim could have been avoided by the use of a current unmodified release, or

    (iii) upon a use of the Licensed Products in a manner not contemplated by this Agreement.

    (B) Licensor further agrees that if Client is prevented from using the Licensed Product(s) due to an actual or claimed infringement under subsection (A) of this Section, then at Licensor’s option, Licensor shall promptly either:

    (i) Procure for Client, at Licensor’s expense, the right to continue to use the Licensed Product(s);

    (ii) Replace or modify the Licensed Product(s), at Licensor’s expense, so that the Licensed Product(s) become non-infringing; or

    (iii) Terminate the Agreement as it relates to the infringing Licensed Product and return Client’s License Fees for the infringing Licensed Product(s) in the event that neither (i) or (ii) are reasonably feasible.

    (C) Subsections (A) and (B) of this Section shall constitute Licensor’ entire obligation to Client with respect to any claim of infringement.

    (D) Client shall defend and indemnify Licensor, its employees, officers, directors and agents from and against all costs and damages due to injuries to persons or damage to real or tangible personal property proximately caused by Client during the performance of this Agreement. However, this indemnity shall not apply to the extent that such injury or damage is caused by Licensor’s own negligence or willful misconduct.

    ARTICLE VIII. ARBITRATION

    All disputes involving this Agreement, except actions arising under the patent and copyright provisions of the U.S. Code shall be submitted to a single arbitrator appointed and operating under the Federal Arbitration Act and the Commercial Arbitration rules of the American Arbitration Association. The arbitrator shall have experience in the areas of information technology or computer software licensing, installation or implementation. The arbitration hearing will be confidential and will be held in Miami-Dade County Florida. For all claims arising under federal law, substantive U.S. law shall apply and for any claims arising under state law, Florida law shall apply. The written decision of the arbitrator shall be final, non-appealable, binding and convertible to a court judgment in any appropriate jurisdiction.

    ARTICLE IX. TERM AND TERMINATION

    (A) The license granted under this Agreement shall begin on the Start Date and remain in effect for a period of 13 months and shall automatically renew for an unlimited number of successive one (1) year periods, unless otherwise terminated under this section.

    (B) Client may terminate this Agreement at any time upon thirty (30) days written notice to Licensor, subject to subsection (D) and (E) below. Subject to subsection (D), Client may terminate any service or maintenance agreements that are incorporated by reference into this Agreement without terminating the license under this Agreement.

    (C) If either party materially breaches this Agreement, the other party may give written notice of its desire to terminate and the specific grounds for termination and, if such default is capable of cure and the party in default fails to cure the default within thirty (30) days of the notice, the other party may terminate this Agreement. If such default is incapable of cure, the other party may terminate this Agreement immediately upon written notice of its desire to terminate.

    (D) Termination of this Agreement, or any portion of it, shall not limit either party from pursuing other remedies available to it, including injunctive relief. Such termination shall not relieve Client of its obligation to pay all fees that have accrued or are otherwise owed by Client under this Agreement and any service or maintenance Agreement incorporation by reference. Articles V, VI, VII, VIII, XII shall survive termination, cancellation or expiration of this Agreement.

    (E) Upon termination, the License to use the Licensed Products shall be immediately revoked and all licensed products and supporting materials will be returned to Licensor within ten (10) days or destroyed and Client shall provide an affidavit certifying destruction to Licensor.

    ARTICLE X. PAYMENT

    (A) In consideration for the license granted in Article II, Client will pay to Licensor the license fees listed on any document (whether a Statement of Work, a Sales Order, an Invoice or any other document) attached to or made an attachment to this Agreement. Client will be required to enable autopay immediately after purchasing Services. 

    (B) In addition to the charges due under this Agreement, and even if Client shall provide a tax exemption number or affidavit of exemption, Client shall be responsible for all taxes (including sales, use property excise, value added and gross receipts but not including taxes based on Licensor net income) and import duties and fees due.

    (C) Client agrees to pay for all uncontested amounts due under this Agreement within ten (10) days after the date of invoice. Client shall have ten (10) days after the invoice date to contest in good faith the amounts and items charged. Past due uncontested amounts will bear interest of two percent (2%) per month from the due date or the highest rate permitted by law if less.

    (D) For any Client account that is unpaid more than thirty (30) days after client receives the invoice or other demand for payment, Licensor may suspend the Client account. For any Client account that is unpaid more than ninety (90) days after client receives the invoice or other demand for payment, Licensor may delete the Client account including any and all Client Data.

    (E) All payments made hereunder are nonrefundable except as specifically provided otherwise in this Agreement.

    ARTICLE XI. EXPORT CONTROLS

    Client shall not export, re-export, or otherwise transmit, directly or indirectly, any Licensed Products, the Software or the Developed Software. software, information, data or other materials received under this Agreement except in full compliance with all United States and other applicable acts, laws, and regulations. Client shall indemnify, defend and hold harmless Licensor from any loss, liability, cost or expense (including reasonable legal fees) related to any action arising from Client’s failure to comply with this section.

    ARTICLE XII. GENERAL

    (A) The waiver of one breach hereunder shall not constitute the waiver of any other subsequent breach.

    (B) All notices shall be in writing and either i) sent in by certified mail, postage prepaid, return receipt requested or ii) delivered by courier to the address written above or such other address as notified in writing to the other party. Notice shall be deemed to be made on the date received.

    (C) This Agreement shall be the most basic enumeration of the terms and conditions under which the contemplated transactions will be governed. An attachment or addendum to this Agreement shall modify this Agreement to the extent of any conflict in business or monetary terms. No amendments, modifications or supplements to this Agreement shall be binding unless in writing and signed by the parties. The headings and titles to the sections of this Agreement are inserted for convenience only and shall not be deemed a part of, or affect the construction or interpretation of, the provisions of this Agreement.

    (D) All disputes involving the subject matter of this Agreement, except actions arising under the patent and copyright provisions of the U.S. Code, shall be determined under the law of the State of Florida without regard to its conflict of laws provisions and venue for any dispute shall be in the State and Federal Courts located in Broward County, Florida.

    (E) Each party acknowledges that the other party’s employees are critical to the servicing of its Clients. Each party agrees not to employ or otherwise engage an employee of the other party, except when mutually agreed by both parties, for a period of twelve (12) months following such employee’s last involvement in the performance of this Agreement. Should a party violate this provision, the hiring party will pay the other party one hundred percent (100%) of the former employee’s annual salary. Such payment shall be the other party’s sole remedy with respect to the hiring party. However, such payment does not restrict the other party’s rights or remedies as they relate to such former employee.

    (F) Neither party shall be liable for any costs or damages resulting from its inability to perform any obligations under this Agreement due to a natural disaster, pandemic, epidemic, or actions or decrees of governmental bodies not the fault of the affected party (“Force Majeure Event”). A Force Majeure Event shall not constitute a breach of Agreement. The party so affected shall immediately give notice to the other party of the Force Majeure Event. Upon such notice, all obligations of the affected party under this Agreement which are reasonably related to the Force Majeure Event shall be immediately suspended, and the affected party shall do everything reasonably possible to resume performance as soon as practicable.

    (G) Client understands that Licensor’s business partners are independent entities and, except to the extent they are acting as subcontractors pursuant to a Software Services Agreement, Licensor is not liable for nor bound by any acts of such business partner.

    (H) If any provision of this Agreement is held to be invalid or unenforceable, such decision shall not affect the validity or enforceability of the Agreement or any of the remaining provisions.

    (I) Client shall not assign this Agreement.

    (J) In the event of any conflict between this Agreement and any document (whether a Statement of Work, an invoice or any other document) attached or made an attachment to this Agreement, for all provisions except provisions related to the License Fees, the terms of this Agreement shall control.

    (K) All amounts stated in and payable under this Agreement shall be denominated in United States Dollars and shall be payable in ready funds in United States dollars to Licensor designated United States bank account. Unless otherwise agreed to by the parties, Licensor will invoice all amounts to Client’s address as it appears on Page One of this Agreement.

    (L) The parties hereto are independent contractors and neither party nor its employees, directors, agents, or consultants shall hold itself out to be or allow itself to be considered as an agent or an employee of the other party.