These terms of use (hereinafter referred to as "terms") set forth the Client subscription use agreement which is a legal agreement between Korber Group, a corporation formed under the laws of the commonwealth of Puerto Rico (referred to in these terms as " Korber Group", "us", "we", "our", and "Service Provider") and the entity purchasing the services from us as which is a signatory (actual, electronic, or implied) hereto (referred to in these terms as "You", "Your", or "Client") and to the individuals identified by You as being authorized to use the Service (referred to in these terms as "Authorized Agents", or "Your Agents"). Korber Group and Client shall sometimes hereinafter individually be referred to as "party" and collectively as "parties".
This agreement applies to:
(1) Software as a Service (SaaS) Solutions - subscriptions for Korber Group hosted on Korber Group's servers and accessed remotely and any and all related cloud components, Korber Group provided equipment, web pages, web applications (including but not limited to landing pages, pharmacy control panel) (referred to in these terms as "Service" or "Solution" or "Services" or "Solutions")
(2) downloadable
software in form of mobile native applications (referred to in these terms as
"Mobile App" or "Mobile Apps").
All such Services, Solutions and Mobile App shall sometimes hereinafter
collectively be referred to as "System ".
(3) professional services related to implementation, installation, and customization of the System and any other professional services that Korber Group may provide to the Client in connection with the System (referred to in these terms as "professional services").
If you are agreeing to this agreement not as an individual but on behalf of the company or other legal entity Your represent You are binding such company or legal entity to this agreement and "You", "Your", "Client" means such company or legal entity. You expressly represent and warrant that You have the authority to bind such company or other legal entity to this agreement. If You do not have such authority, You must not order any Services or issue any payments to us and You shall not be permitted to use the Korber Group System.
There are four groups of users accessing Korber Group System subject to this Agreement and they are defined as follows:
(1) "Client" - defined as the entity purchasing the Services
(2) "Primary Administrative Agent" - defined as the individual representing the Client created during the initial administrative user set up, who is granted the permission to access any and all pharmacy control panel settings and to create and modify other Authorized Agents and administrative Authorized Agents.
(3) "Agents" or "Authorized Agents" - defined as any company or individual identified by the Client as being authorized to use the Service who are granted by the Client the access to the pharmacy control panel and any other Korber Group Services or Solutions.
(4) "System Users" defined as any company or individual who uses Korber Group System on Client's behalf or through Client's account or passwords or Code Key, whether authorized or not, including Authorized Agents and Primary Administrative Agent.
(5) "Public End Users" defined as Client's customers or potential customers or any members of the general public accessing solely the publicly available Services and Solutions including, but not limited to, information, marketing communications, new prescription submissions, refill requests platform (in a form of web app and downloadable software - mobile applications) or other publicly available Services and Solutions related to this Agreement.
These Terms govern the access and use of the System and professional Services by the Client and the Agents of the Client and System Users. The use of the Service by the Public End Users is governed by separate General Terms, Conditions and Polices (referred to in these terms as "End User Terms and Policies").
These terms of use: Client Subscription Use Agreement ("terms") are entered into in conjunction with Korber Group's Korber Group Invoice, the activation confirmation document, any polices or addendum agreements indicated herein and the agreements or documents specified in any appendix set forth in the Korber Group Invoice. These terms, Korber Group Invoice, the activation confirmation document, any polices or addendum agreements indicated herein and the agreements or documents specified in any appendix set forth in the Korber Group Invoice together comprise Your contractual agreement ("agreement") with Korber Group. In the event of any conflict between these terms of use: Client Subscription Use Agreement and any other documents, including but not limited to Korber Group Invoice, activation confirmation documents or appendixes this Client Subscription Use Agreement supersedes any conflicting or inconsistent provision.
In order to receive the access to pharmacy control panel Service, You must check the box stating You "agree" to be bound by this agreement during the initial administrative user set up. If You do not agree to be bound by the terms and conditions of this agreement, Korber Group will have not entered into any legal agreement with You and shall not provide, grant access to or deliver any Solutions or Services to You. Notwithstanding the foregoing by issuing a Service order to us or by purchasing or accepting any of products or Services delivered by us or by making any payment to us, by using any of our Solutions or Services or otherwise accepting this agreement as set forth in any online or printed order form referencing this agreement, You acknowledge that You have read this agreement, understand it, and You and the company or other legal Your represent agree to follow and be bound by this agreement. This agreement is made effective as of the date indicated on the initial payment made by the Client for any part of Korber Group Invoice subject to acceptance, approval and confirmation of such payment by Korber Group ("Effective Date").
Korber Group may modify this Agreement from time to time, subject to the terms in Section 18.5 below.
Section 1.01 License. Subject to the terms and conditions of this agreement, and any additional terms made available to You by us, Korber Group grants to You the limited, non-exclusive, non-transferable right to permit Your Authorized Agents to access and use the Korber Group System during the subscription term on the supported device, platform and browser, solely in the manner and for the purposes described in these Terms, in accordance to our policies posted on our Website http://connectplus.care/legal/ (as such policies may be updated from time to time), or in any documentation provided by us, and solely for purposes of accessing the Services and Solutions as indicated in the Korber Group Invoice and solely with the features and within the limits as set forth in the subscription plan indicated in the Korber Group Invoice for any outstanding Order. This Agreement allows You to exercise the rights granted herein. No other rights are granted. Products are made available on a limited license or access basis, and no ownership right is conveyed to you, irrespective of the use of terms such as "purchase" or "sale".
Section 1.02 The limited license terminates automatically when Your subscription term terminates. The limited license terminates automatically when the temporary subscription hold by the Client becomes effective, as defined in Section 6.07 .
Section 1.03 Korber Group may revoke Your rights, terminate Your license and terminate Your access to use our System and Professional Services if You or Your Authorized Agents fail to comply or violate the terms and conditions of this Agreement or any other Agreements and polices related to Your use of our System and Professional Services.
Section 2.01 Provision of Professional Services. Korber Group shall provide the Professional Services, and Client shall provide such assistance and cooperation as are necessary or convenient to facilitate the Professional Services or are called for Account Activation Services as indicated by Korber Group Invoice.
Section 2.02 "Deliverables" means any software or other deliverable created pursuant to Professional Services.
Section 2.03 Deliverables Acceptance & Rejection. Deliverables will be considered accepted ("Acceptance") (a) when Client provides Korber Group written notice of acceptance or (b) 7 days after delivery, if Client has not first provided Korber Group with written notice of rejection. Client may reject a Deliverable only in the event that it materially deviates from its specifications and requirements listed in the applicable Korber Group Invoice and only via written notice setting forth the nature of such deviation. In the event of such rejection, Korber Group shall correct the deviation and redeliver the Deliverable within 30 days. After redelivery pursuant to the previous sentence, the parties shall again follow the acceptance procedures set forth in this Section 2.03. This Section 2.03, in conjunction with Client's right to terminate for material breach where applicable, sets forth Client's only remedy and Korber Group's only liability for failure of Deliverables.
Section 2.04 Incorporation of Deliverables. Upon Acceptance, each Deliverable will constitute an element of the System, as specified in the applicable Korber Group Invoice, and will thereafter be subject to this Agreement's terms regarding the System, including without limitation license and indemnity terms. Korber Group retains ownership of all Deliverables, and Client receives no right, title, or interest in or to Deliverables except as specifically set forth in this Agreement.
Section 3.01 Service Provider Equipment CLIENT UNDERSTANDS AND AGREES THAT ANY EQUIPMENT PROVIDED BY KORBER GROUP IN CONNECTION WITH THIS AGREEMENT IS AND WILL REMAIN THE PROPERTY OF KORBER GROUP UNLESS OTHERWISE SPECIFIED. THIS EQUIPMENT IS BEING PROVIDED FOR THE LENGTH OF THE ACTIVE SUBSCRIPTION SERVICE. You have been issued USB Code Key or Keys (authentication USB hardware token), configured for the double factor authentication of the access to our pharmacy control panel for by Your Authorized Agents during the term of Your subscription. The USB Code Keys and associated equipment, if any, issued by us are the property of Korber Group and may not be relocated from Your physical location without consent of Korber Group. If any Service with Korber Group is terminated for any reason, You must immediately return all the USB Code Keys and associated equipment in an undamaged condition to Korber Group. If the USB Code Keys and associated equipment are not immediately returned upon termination, You will be assessed a charge of the current retail value of the equipment, plus collection costs.
Section 3.02 Receipt of Equipment. Client is primarily liable for USB Code Key and associated equipment upon signing this Agreement. You agree that the Company Equipment will be accepted by the administrative user during the initial administrative user on Your behalf. The installer will require an equipment acknowledgement from such person at the time of the initial administrative user set up. This will not relieve You of responsibility for the USB Keys and associated equipment, if any.
Section 3.03 Equipment Setup and Programing. Each Code Key requires initial programing, setup and initial authorization on the remote validation server to work with Your pharmacy control panel. The Setup and Programing Services for one Code Key are included free of charge. Any additional Code Keys will be charged the initial Code Key Setup & Programing fee that s current at the time of such order as specified in the Korber Group Invoice.
Section 3.04 Equipment usage fee: Each Code Key uses the one time password validation Services every time it is used. This Service is included in the monthly subscription plans for a limited number of code keys as specified in the Korber Group Invoice. If more keys are required by the Client an additional monthly Service fee will may be charged for the Code Key Validation Services.
Section 3.05 Faulty Equipment Replacement. If the issued USB Code Key is faulty (as covered by the manufacturer's warranty) it will be replaced at no charge for the initial setup and programing of such replacement. The faulty USB Code Key must be returned to Korber Group before the replacement may be issued.
Section 3.06 Responsibility for Equipment. From the time the USL Code Key and associated equipment is provided until it is returned, You are responsible for it. If it is lost, stolen or damaged under any circumstances after it is provided until it is returned, regardless of fault, with exception subject to the terms in Section 21 above, You shall be responsible for all charges, including initial Code Key Setup & Programing fee and labor costs, to replace or repair USB Code Keys and associated equipment.
Section 3.07 Equipment Loss Notification. Receipt of Equipment: In any case when the Your access to the USB Code Key has been impaired, including but not limited to lost, stolen or damaged Code Keys, a report must be filed immediately with Korber Group, so such Code Key can be properly and timely deauthorized.
Section 4.01 Permitted Use. You and Your Authorized Agents shall access Korber Group System solely for the purposes or receiving and processing of electronic messages and sending system generated notifications and publish information in accordance with the terms of this Agreement and the Privacy Policy, and will not use it in any manner that may degrade the performance or availability of Korber Group System. Your may reproduce and use the Documentation, defined as any documentation, user guides or other similar materials provided by to You by Korber Group, solely as necessary to support the use of the services and solutions by Your and Your Authorized Agents.
Section 4.02 Devices and users. The number of concurrent devices accessing the pharmacy control panel is limited by the number of code keys authorized for Your pharmacy control panel. Only one devices per Code Key can access the pharmacy control panel at any given time. Up to 150 Authorized Agents (like pharmacy employees) can be registered in each pharmacy control panel. The number of Concurrent Authorized Agents accessing the pharmacy control panel is equal to number of the concurrent devices. The number and usage by the Public End Users is limited based on Your subscription plan.
Section 4.03 Authorized Agents. Client may authorize individuals as their Authorized Agents to access and use the pharmacy control panel in such numbers and according to such restrictions as are set forth in the applicable Subscription plan and Korber Group Invoice, solely for the purposes permitted in this agreement. Client shall: (a) retain a complete name and contact information for each of their Authorized Agents upon or before providing such access, and update such information as soon as Client becomes aware of a change; and (b) require that each Authorized Agent execute the then-standard Client Subscription Use Agreement.
Section 4.04 Level of Subscription. Your use of the Korber Group System (in terms of number of Authorized Agents, concurrent devices, maximum Public End Users, monthly submissions and messages limitations, etc.) shall conform with the restrictions set forth in the Korber Group Invoice for the level of subscription purchased by You (Korber Group may monitor Your compliance with these limits and if it detects overuse require that You upgrade to the appropriate higher subscription level).
Section 4.05 Access control. Account Control, Passwords, PIN numbers and USB Code Key. You and Your Authorized Agents shall be fully responsible for the control of and/or access to Your account, including limiting access to passwords and PIN numbers and USB Code Keys that are used to access Your account. You agree to take all reasonable technological and administrative precautions to protect Your passwords, PIN numbers and USB Code Keys and those of Your Authorized Agents. You acknowledge and agree that the System through Your account, whether authorized or unauthorized including without limitation unauthorized user conduct and any user conduct that would violate the AUP or the requirements of this Agreement applicable to You. You shall notify Korber Group immediately of any known or suspected unauthorized use of the System or breach of its security and shall use best efforts to stop said breach. Korber Group shall have no liability to You or to any third party for Your failure to prevent any unauthorized access or use of Your account.
Section 5.01 Acceptable Use. Clients shall comply with the Acceptable Use Policy (AUP) currently posted at http://connectplus.care/legal/aup/. Client shall not:
In the event that we suspect any breach of the requirements of the Section 5.01, including without limitation by any third party using Client's access, Korber Group may suspend Client's access to the System without advanced notice, without further liability or obligation to You, in addition to such other remedies as Korber Group may have. Neither this Agreement nor the AUP requires that Korber Group take any action against Client or any Agent or other third party for violating the AUP, this Section 5.01, or this Agreement, but Korber Group is free to take any such action it sees fit.
Section 5.02 Compliance with Laws. Compliance with Laws. In its use of the System, Client shall comply with all applicable laws, including without limitation laws governing the protection of personally identifiable information and other laws applicable to the protection of Client Data. To the extent that You do use the Services to store or process PHI, then the terms of the Korber Group Business Associate Agreement will apply in addition to this agreement to any PHI stored or processed by You using the System and the terms of the Korber Group Business Associate Agreement are incorporated herein by reference. Upon either Your or Korber Group's request, both parties will execute a singable version of the Korber Group Business Associate Agreement that may be signed using an e-signature service.
Section 5.03 Third Parties. Client shall make no representations or warranties regarding the Service or Solutions or any other matter, to their Authorized Agents, Public End Users or any other third party, from or on behalf of Korber Group, and Client shall not create or purport to create any obligations or liabilities for Korber Group. Client shall be jointly and severally liable to Korber Group for their Authorized Agent's compliance with this Subscription Use Agreement. Korber Group shall have no obligation to provide support or other Services, or other remedies to the Authorized Agents, the Public End Users or any other third party.
Section 5.04 Restrictions on Use. You agree that You shall not reverse engineer, decompile, copy or disassemble Korber Group System or any elements thereof, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation. You shall not modify, or create derivative works based upon, the any of Korber Group System, Professional Services or Documentation in whole or in part. You shall not license, sell, resell, lease, rent, transfer, sublicense, assign, distribute, display, host, outsource, otherwise transfer rights or commercially exploit or make the Korber Group Systems, Professional Services or Documentation available to any third party. You shall not attempt to interfere with the any of Korber Group Services or Solutions, including any attempt to access keys or de-encrypt or intercept data not Your own. Any use in violation of this Section shall immediately terminate Your license to use the any of Korber Group Services or Solutions.
Section 6.01 Fees & Reimbursement. Client shall: (a) pay Korber Group the fee set forth in each Korber Group Invoice (the "Subscription Fee") for each Term, as well as such fees as are set forth in each Korber Group Invoice ("Professional Service Fees"); and (b) reimburse such expenses as Korber Group reasonably incurs in provision of Professional Services if such reimbursement is indicated in the Korber Group Invoice.
Section 6.02 All fees for the Korber Group Subscription Fee are set forth in the Invoice and are payable in advance. Fees for Professional Services are payable as set forth in the Korber Group Invoice and this Agreement.
Section 6.03 Amounts listed in any Estimate of Pro-forma Invoice are estimates of Professional Services fees and shall not be binding, except to the extent that the Estimate of Pro-forma Invoice specifically provides to the contrary. Korber Group will not be required to refund Subscription Fees or Professional Service Fees under any circumstances, except as specified in the Section 7.07 below.
Section 6.04 Taxes. Client shall pay all personal property, sales, use, value-added, withholding and similar taxes (other than taxes on Korber Group's net income) arising from the transactions related to this Agreement, even if such amounts are not listed on an Korber Group Invoice Form. To the extent You are exempt from sales or other taxes, You agree to provide Korber Group, upon request, with the appropriate exemption certificate.
Section 6.05 The Account Activation Services Fee covers the provision of Professional Services for the initial set of feature and required configuration of the System as set forth in the Invoice. Thus request to modify and or extend the System during subscription term, beyond included configuration settings, may require additional Professional Service Fees, as determined by Korber Group in its sole discretion.
Section 6.06 Account Activation Services Fee covers the initial provision of Professional Services related to including without limitation system Configuration & Setup, system branding, Deployment & Publishing for distribution of Mobile Apps, Onboarding Services as set forth in the Invoice and must be paid in full prior to granting Client's access and use of the system and start of the initial subscription term.
Section 6.07 The Client has a right to put subscription on hold (" Subscrbtion Hold") for period up to thirty-sixth (36) calendar months. The Subscrbtion Hold become effective on the first date of terminationof any pre-paid subscription term. During that time Client's access to the System will be terminated, but the account shall remain archived. If subscription is re-activated during the 36 months period following the subscription hold it will be reactivated with no requirement to pay the Service Activation Fee, unless additional services or location are requested by the Client, that were not part of subscription before the hold. In such case a Service fee to cover addition of such Services to the System may be required.
Section 7.01 Building Cycle. Subscription billing cycle lasts one month and starts on the first day and ends on the last day of each calendar month, regardless of the paid Subscription term. The initial subscription billing cycle commences on the first day of the month following the the initial administrative user set up.
Section 7.02 Availability Billing Base.Subscription billing is based on availability of products and services, not based on usage. The availability of products and services and use allowances are specified per subscription plan. All availability of products and service in the subscription plans are given per one calendar month Subscription billing cycle, with no rollover, except as otherwise provided in Korber Group Invoice.
Section 7.03 Automatic Plan Change. If the Client's use of the system shall exceed the allowance of Client's current plan, the plan will be upgraded automatically to the higher plan that covers such use and the new plan will be applied to such complete billing cycle. The difference between the current pre-paid subscription plan and the higher subscription plan for such billing cycle will be charged to the Client. If Client's use of the system exceed Clients Current plan for 3 (three) consecutive billing cycles the higher plan will be applied to any renewal of subscription term following such billing cycles or any remaining pre-paid Subscription term and the difference shall be charged to the Client.
Section 7.04 The Client may exclude itself from the automatic increase of the Subscription plan. Such request must be submitted at the time of initial order and will be explicitly included in Korber Group initial invoice or may be requested at any time during the subscription in writing and shall be applied to the following billing cycle. If the Client is excluded from such automatic increase, when the usage reaches Client's current subscription plan allowances the System access shall be suspended for the Client, Client's Agents, System Users as well as any features available to the Public End Users, that require use or interaction with the System. Such suspension will last until the beginning of the next the billing cycle of the active subscription term, when the new plan allowance is available.
Section 7.05 Subscription Non-payment. In the event that the Client does not pay a Subscription Fee prior the beginning of the billing cycle for which such fee is charged, such Client's Account becomes delinquent on the fist day of such billing cycle and may be suspended or terminated by Korber Group in its sole discretion.
Section 7.06 Subscription Cancelation. In case of cancelation of the subscription by the Client, as defined in Section 14.01, or subscription hold request, as defined in Section 6.07, the subscriptions shall remain active until the end of pre-paid subscription term or until the end of the calendar month in which such cancelation or hold request occurred.
Section 7.07 Price Changes. We reserve the right to change our subscription plan prices at any time without further notice. Any prepaid subscription terms shall be honored until the termination of such subscription term, unless the the price change is due in the cost of underlying technology or other services used by the System (including without limitation, server costs, messaging costs, push notification cost). In such case the Client shall be billed the difference between the paid and increases plan rate prorated for the remainder of such subscription term, unless the Client decides to cancel the subscription due the price increase, in which case the Client shall be refunded the part of the paid subscription fee prorated for the remainder of such subscription term and such subscription shall be terminated.
Section 7.08 Paperless Invoices. Client agrees to receive all Invoice in a form of email message with pdf attachment sent to the email address provided as a par of billing Contact information. Such invoices shall be deemed delivered within one business day from the send date.
Section 8.01 "PHI" means (a) "protected health information" as defined in 45 CFR § 160.103, and (b) any other patient or health information protected by the Health Insurance Portability and Accountability Act of 1996, as it may be amended from time to time ("HIPAA"), including the regulatory revisions implemented pursuant to the Health Information Technology for Economic and Clinical Health Act (the "HITECH ACT").
Section 8.02 "Data" any data submitted into the system by Korber Group, Client, Client's Agents, System Users or Public End Users that is not considered PHI, as defined in the section above. Including any data, elements and materials submitted to Korber Group by the Client intended to be made available to Public End Users. Data may include but is not limited to text, data, images, photographs, graphic design, audio video, trademarks, trade names, logotypes.
Section 8.03 Ownership of Data. As between You and Korber Group, any PHI, Data and any similar information provided to Korber Group by Client, System Users or Public End Users is and shall remain the property of the Client, System Users or Public End Users. To enable Korber Group provision of Services, and subject to the terms and conditions of this Agreement including Business Associate Agreement, You hereby grant to Korber Group a non-exclusive right to use, copy, distribute and display PHI and Data solely in connection with Korber Group's operation of the Korber Group System or on Your behalf for the use by You, Agents, System Users or Public End Users. You, not Korber Group, shall have sole responsibility for the accuracy, integrity, and reliability of Your, Agents or Public End Users Data, and Korber Group will not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any of such Data.
Section 8.04 Use of Public End User's Data. You are solely responsible and liable for any use by You or Your Agents or System Users, whether authorized or not, of any data submitted by the Public End Users using Korber Group System.
Section 8.05 Use of Client, Agents of Public End User's Data. Unless it receives Client's prior written consent, Korber Group: (a) shall not access, process, or otherwise use Client, Agents of Public End User's Data other than as necessary to facilitate the normal operation of the System or provide Support to the Client; and (b) shall not intentionally grant any third party access to such Data, including without limitation Korber Group's other Clients, except subcontractors that are subject to a reasonable nondisclosure agreement or Business Associate Agreement if such disclosure involves PHI. Notwithstanding the foregoing, Korber Group may disclose Client, Agents of Public End User's Data or any other data in the System as required by applicable law or by proper legal or governmental authority. Korber Group shall give Client prompt notice of any such legal or governmental demand and reasonably cooperate with Client in any effort to seek a protective order or otherwise to contest such required disclosure, at Client's expense.
Section 8.06 Privacy Policy. The Privacy Policy applies only to the System and does not apply to any third party websites or service linked to the System or recommended or referred to through the System or by Korber Group's staff.
Section 8.07 Data Accuracy. Korber Group shall have no responsibility or liability for the accuracy of data uploaded to the System by Client, including without limitation Client Data and any other data uploaded by System Users, Public End Users or any other third parties.
Section 8.08 Data Deletion. Korber Group may permanently erase any and all Data related to Client's account if Client's account is delinquent, suspended, or terminated for 30 days or more.
Section 8.09 You agree that You are solely responsible for adequate protection and backup of the data and equipment used in connection with any of the any the Korber Group System. Including, but not limited to, creating the printed copy of received messages or printed or digital copy of reports made available in the System. You explicitly acknowledge and agree, that the images stored in the system are deleted upon completion of each order and cannot be recovered unless explicitly stated otherwise in Korber Group Invoice.
Section 8.10 Excluded Data. Client represents and warrants that Client Data does not and will not include, and Client has not and shall not upload or transmit to Korber Group's System, computers or other media, any data ("Excluded Data") regulated pursuant to Payment Card Industry Data Security Standard (PCI DSS) (the "Excluded Data Laws"). Client RECOGNIZES AND AGREES THAT: (a) Korber Group HAS NO LIABILITY FOR ANY FAILURE TO PROVIDE PROTECTIONS SET FORTH IN THE EXCLUDED DATA LAWS OR OTHERWISE TO PROTECT EXCLUDED DATA; AND (b) Korber Group'S SYSTEMS ARE NOT INTENDED FOR MANAGEMENT OR PROTECTION OF EXCLUDED DATA AND MAY NOT PROVIDE ADEQUATE OR LEGALLY REQUIRED SECURITY FOR EXCLUDED DATA.
Section 8.11 Aggregate & Anonymized Data. Additionally Korber Group may use, reproduce, publicize, or otherwise exploit Aggregate Data in any way, in its sole discretion. "Aggregate Data" refers to any Data with the following removed: PHI, personally identifiable information and the names and addresses of Client and any of its Agents and Public Users.
Section 8.12 Use of Names in Marketing. You may use Korber Group's name, brand names and logotypes and credentials in an appropriate and acceptable manner for Your standard marketing promotions, provided that You agree to cease or alter such use at Korber Group's request where such use is contrary to Korber Group's branding policies, could cause any brand confusion in the market or is otherwise objectionable to Korber Group. Similarly, Korber Group may use Your business name, brand names and logotypes in an appropriate and acceptable manner for standard marketing promotions, provided that Korber Group agrees to cease or alter such use at Your request where such use is contrary to Your branding policies, could cause any brand confusion in the market or is otherwise objectionable to You. Acceptable and standard marketing promotions include, but are not limited to: Client listings, press releases, surveys, interviews, reputable business publications, television, and web site presentation and promotion, etc.
Section 8.13 The Client represents to Korber Group and unconditionally guarantees that any data submitted by the Client to Korber Group, including but is not limited to text, data, images, photographs, graphic design, audio video, trademarks, trade names, logotypes are owned by the Client, or that the Client has permission from the rightful owner to use each of these elements in intended manner, and will hold harmless, protect, and defend Korber Group, its employees and its subcontractors from any claim or suit arising from the use of such data submitted by the Client. It is the Client's sole responsibility to own the full copyright of such data or to obtain proper permission from the copyright owner(s) for use of such data. The Client indemnifies the Korber Group, its employees and its subcontractors holds him/her/them harmless against any claims of libel, copyright, or trademark infringement brought against Korber Group, its employees and its subcontractors with respect to use of such data submitted by the Client. This section shall survive the termination or cancellation of this agreement.
Section 8.14 Korber Group will respond to clear notices of copyright infringement consistent with the Digital Millennium Copyright Act, 17 USC 512(c)(2) ("DMCA") and its response to such notices may include removing or disabling access to the allegedly infringing content, terminating the accounts of repeat infringers, and making good-faith attempts to contact the Client who submitted content at issue so that the Client may, where appropriate, make a counter-notification as per our DIGITAL MILENNIUM COPYRIGHT ACT (DMCA) POLICY located at: http://connectplus.care/legal/dmca
Section 9.01 Technical Support. During the Subscription Term, You will be entitled at no extra charge to access online user guides, knowledge bases and self-help tools, and any additional standard technical support resources (collectively, "Technical Support") for the Korber Group System offered by Korber Group from time to time, the terms of conditions of which may be described and updated from time to time on the support or customer care sections of the relevant Korber Group website. Korber Group reserves the right to modify the posted terms and conditions for Technical Support Policy, at any time at its sole discretion.
Section 9.02 Korber Group shall have no obligation to provide support or other services, or other remedies to Client's Public End Users. Client shall be solely responsible for providing support to Public End Users related to Mobile Apps or any publicly available System services. Any support issues identified and possible error/ bug may be submitted to Korber Group for review.
Section 9.03 Korber Group shall have no obligation to provide support to Client's Authorized agents not directly related to the use and features of the System. Such support may include without limitation to the use, set up and configuration of Client's Internet connection and networks, set up configuration and updates of Client's computer systems, Client's local hardware, set up and use of Client's software or operating systems. Client shall be solely responsible for providing IT support to Client's Authorized Agents.
Section 9.04 Client understands the Korber Group does not have access to Client's or its Authorized Agents access passwords or other access credentials and thus we are unable to provide Clients Agents with such passwords. Password recovery options are available within the System.
Section 9.05 The speed of the underlying Internet connection, network settings, in particular connecting device's public IP address, the processing speed of the computer, USB Port specification and the local software or operating systems used by Client will affect the performance of the System, particularly while accessing remote photographs submitted by Public End Users. In order for Korber Group to deliver its expected level of service with our System, Client must meet the current minimum requirements for Client used System features as published on our website. To the extent these requirements are not met, the System may not perform as anticipated and/or Korber Group may not provide Technical Support, neither of which shall be grounds for termination.
Section 9.06 Client shall be solely responsible and liable for all aspects related to Client's IT infrastructure. Including without limitation any and all configuration, setup, updates and security of hardware, software, networks, facilities.
Section 9.07 Client understands the Korber Group provides support and training service as expressly state in Korber Group invoice. In particular no on-location training is provided except for the initial training and it is clients responsibility to properly train any Authorized agents, that did not attend such training.
Section 9.08 Client shall be jointly and severally liable to Korber Group for Clients' Agens' and Users acts and omissions related to the System.
Section 9.09 Client understands and agrees, that Korber Group's Public End User Terms and Policies govern only the Korber Group's integration with the Public End Users and Korber Group's access and use of any data, including PHI, submitted by Public End Users to or through the System. Korber Group's End User Terms and Policies do not govern the Client's interaction with the Public End Users or the use by the Client of any data, including PHI, submitted by Public End Users to or through the System.
Section 9.10 Client, not Korber Group, shall be solely responsible and liable for providing to the Public End Users any and all terms, condition, policies and other legal documents applicable to Client's interaction with Public End Users through the System and Client's use of any and all data, including PHI, submitted by Public End Users to or through the System. It is sole responsibility of the Client to comply with applicable laws and regulations pertaining to Public End Users use of the System. Korber Group does not does not provide legal advice and any materials published or provided by Korber Group do not constitute legal advice.
Section 9.11 Upon Clients request Korber Group may publish links to such Client's terms and policies as delivered by the Client. It is sole responsibility of the Client's to assure that such links are current and accessible. Client understands and agrees, that Korber Group shall include in Korber Group's Public End User Terms and Policies a section, that clearly states that Client's terms, condition, policies any other legal documents also apply to the Public End Users use of the System. If the Client shall not provide Korber Group with links to reference such policies or specific contact information for Public End Users, Korber Group shall use clients general Contact information provided to Korber Group and publish it for Public End Users inquiries in relation to Client's terms, condition, policies any other legal documents applicable to Public End Users use of the System.
Section 10.01 The Korber Group Service may include and use Third Party Content designed to enhance the Korber Group Service including but not limited to Third Party RSS feeds or Map APIs. This Agreement incorporates by reference any applicable Third Party Content terms of use for such content. Unless expressly specified otherwise, such content is provided free of charge and may be modified, replaced or removed at any time for any reason by Korber Group in its sole discretion. Korber Group does not warrant in any manner and Korber Group will not be responsible or liable for such Third Party Content or or its interaction with an Korber Group System. You agree to look solely to the relevant third party provider (and not Korber Group) if and to the extent that you have any complaints or issues relating to the Third Party Content. Client's sole remedy within terms of this Agreement related to such content is removal of such content from the System upon Client's request.
Section 10.02 The System or underlying technology may contain code and libraries that we license from third parties. The System includes components that we license commercially from third parties ("Commercial Components"). For the avoidance of doubt, all of the restrictions for the System in the Agreement also apply to Commercial Components. You understand that the applicable Commercial Component Licensor retains all ownership and intellectual property rights to the Commercial Component. Commercial Component Licensors (and any other third party licensors of any components of the Products) are intended third party beneficiaries of the Agreement with respect to the items they license and may enforce the Agreement directly against you. For the avoidance of doubt, Commercial Component Licensors do not assume any of Korber Group's obligations under the Agreement.
Section 10.03 Maintenance procedures. Korber Group as well as providers of underlying technology and services shall perform Scheduled Maintenance as well as Emergency Maintenance. Circumstances may dictate that such Maintenance procedures be performed with minimal or no notice to Client in order to protect the stability of the System and the integrity of Client's data. Korber Group shall not be responsible for any interruption of service or loss of data during such Scheduled or Emergency Maintenance procedures.
Section 10.04 Downloadable Mobile App. Korber Group may provide downloadable software necessary for your interoperation with the System (referred to as "Mobile App") For example, Korber Group may make downloadable software available to you, your agents and Public End Users at its website or may use a third-party app store to distribute the software to you. Korber Group hereby grants you a limited, non-exclusive, non-sublicensable, non-transferable license to install and use the downloadable software on the intended device or platform, solely in accordance with its documentation, and solely for purposes of accessing Korber Group System. This Agreement incorporates by reference the Licensed Application End User License Agreement (the "LAEULA") published by Apple, Inc. (located online at http://www.apple.com/legal/itunes/appstore/dev/stdeula/). This Agreement incorporates by reference the Google Play Terms of Service published by Google Inc. (located online at https://play.google.com/intl/en_us/about/play-terms.html). If any terms of this Agreement conflict with the terms of the LAEULA or Google Play Terms of Service, the terms of this Agreement shall supersede.
Section 10.05 Mobile App from the Apple App Store. This section is intended to apply to you if you download the Mobile App from the Apple App Store. Korber Group and you acknowledge that this Agreement is concluded between Korber Group and you only, and not with Apple Inc. ("Apple"), and as between Korber Group and Apple, Korber Group, not Apple, is responsible for the Mobile App and Korber Group Services and Systems subject to terms of this agreement. You acknowledge that Apple, Inc. has no obligation whatsoever to furnish any maintenance and support services with respect to the Mobile App. You acknowledge that you have reviewed the App Store Terms and Conditions (located online at http://www.apple.com/legal/itunes/us/terms.html#APPS) and any other applicable terms, laws and regulations. You represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a "terrorist supporting" country; and (ii) You are not listed on any U.S. Government "watch list" of prohibited or restricted parties, including the Specially Designated Nationals list published by the Office of Foreign Assets Control of the U.S. Treasury or the Denied Persons List published by the U.S. Department of Commerce.
Section 10.06 Mobile App From Google Play store. This section is intended to apply to you if you download the Mobile App on a device powered by the Android operating system from Google Play store. Korber Group and you, the end-user of the Mobile App and Korber Group Services, acknowledge that the Agreement is entered into by and between Korber Group and you. Korber Group is solely responsible for the Software and Korber Group Services. Should you have downloaded the Software from the Google Play store,you acknowledge that you have reviewed the Google Play Terms of Service (located online at https://play.google.com/intl/en_pr/about/play-terms.html) and any other applicable terms, laws and regulations. You represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a "terrorist supporting" country; and (ii) you are not listed on any U.S. Government "watch list" of prohibited or restricted parties, including the Specially Designated Nationals list published by the Office of Foreign Assets Control of the U.S. Treasury or the Denied Persons List published by the U.S. Department of Commerce.
Section 11.01 IP Rights to the System. Korber Group and its licensors retain all right, title, and interest in and to the System, including without limitation any and all Products (including all No-Charge Products), all software used to provide the System, the "look and feel", and all graphics, user interfaces, logos, documentation, materials, deliverables, processes , workflows and all related or underlying technology, and any modifications or derivative works of the foregoing created by or for Korber Group, developments and trademarks reproduced through the System and related to the System or any services we provide and this Agreement does not grant Client any intellectual property license or rights in or to the System or any of its components or any of the related or underlying solutions. Client recognizes that the System and its components are protected by copyright and other laws of the United States and other countries and by international treaties.
Section 11.02 Feedback. Korber Group has not agreed to and does not agree to treat as confidential any Feedback (as defined below) that Client, Client's Agents, Public End Users, or other Users provide to Korber Group or the Client, and nothing in this Agreement or in the parties' dealings arising out of or related to this Agreement will restrict Korber Group's right to use, profit from, disclose, publish, keep secret, or otherwise exploit Feedback, without compensating or crediting Client or Client's Agents or Public End Users or other Users in question. "Feedback" refers to any suggestion, comments, questions, data, ideas, description of processes, or other information or idea for improving or otherwise modifying any of Korber Group's products, services, solutions or documentation and including Your Modifications to any of Korber Group's products, services, solutions or documentation you share with us.
Section 12.01 "Confidential Information" refers to the following items Korber Group discloses to Client: (a) any document Korber Group marks "Confidential"; (b) any information Korber Group orally designates as "Confidential" at the time of disclosure, provided Korber Group confirms such designation in writing within 7 business days; (c) the Documentation whether or not marked or designated confidential; and (d) any other nonpublic, sensitive information disclosed by Korber Group, whether or not marked or designated "Confidential." Notwithstanding the foregoing, Confidential Information does not include information that: (i) is in Client's possession at the time of disclosure; (ii) is independently developed by Client without use of or reference to Confidential Information; (iii) becomes known publicly, before or after disclosure, other than as a result of Client's improper action or inaction; or (iv) is approved for release in writing by Client.
Section 12.02 Nondisclosure. Client shall not use Confidential Information for any purpose other than Client's use of the System. Client: (a) shall not disclose Confidential Information to any employee or contractor of Client unless such person needs access in order to facilitate the Purpose and executes a nondisclosure agreement with Client with terms no less restrictive than those of this Article XII; and (b) shall not disclose Confidential Information to any other third party without Korber Group's prior written consent. Without limiting the generality of the foregoing, Client shall protect Confidential Information with the same degree of care it uses to protect its own confidential information of similar nature and importance, but with no less than reasonable care. Client shall promptly notify Korber Group of any misuse or misappropriation of Confidential Information that comes to Client's attention. Notwithstanding the foregoing, Client may disclose Confidential Information as required by applicable law or by proper legal or governmental authority. Client shall give Korber Group prompt notice of any such legal or governmental demand and reasonably cooperate with Korber Group in any effort to seek a protective order or otherwise to contest such required disclosure, at Korber Group's expense.
Section 12.03 Retention of Rights. This Agreement does not transfer ownership of Confidential Information or grant a license thereto. Korber Group will retain all right, title, and interest in and to all Confidential Information.
Section 12.04 Termination & Return. With respect to each item of Confidential Information, the obligations of Section 12.02 above (Nondisclosure) will terminate 3 years after the date of disclosure. Upon termination of this Agreement, Customer shall return all copies of Confidential Information to Korber Group or certify, in writing, the destruction thereof.
Section 13.01 Limited Warranties from Korber Group:
Section 13.02 Limited Warranties from Client:
Section 13.03 Limited Warranty Exclusions. This limited warranties in Section 13.01 are subject to the following limitations:
Section 13.04 Warranty Disclaimers. Except to the extent set forth in the Section 13.01 above, Client ACCEPTS THE SYSTEM "AS IS" AND AS AVAILABLE, WITH NO REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR ANY IMPLIED WARRANTY ARISING FROM STATUTE, COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING: (a) KORBER GROUP DOES NOT REPRESENT OR WARRANT THAT THE SYSTEM WILL PERFORM WITHOUT INTERRUPTION OR ERROR; AND (b) KORBER GROUP DOES NOT REPRESENT OR WARRANT THAT THE SYSTEM IS SECURE FROM HACKING OR OTHER UNAUTHORIZED INTRUSION OR THAT Client DATA WILL REMAIN PRIVATE OR SECURE.
Section 13.05 System Revisions. Korber Group may revise the policies or the features and functions of the system at any time, provided no such revision materially reduces features or functionality provided pursuant to an Order. Korber Group reserves the right to , from time to time, alter systems and equipment or underlying technology including without limitation: changes in the configuration of Korber Group's proprietary facilities, type and location of equipment, programming languages, end user identification procedures, accessibility periods, allocation and quantity of resources utilized, rules of operation, its administrative and operational algorithms, and the designation of the control center serving You at any particular address.
Section 14.01 Term. The term of this Agreement (the "Term") shall commence on the Effective Date and continue for the period set forth in Korber Group Invoice or, if none, for one calendar month. Thereafter, the Term will renew for successive one month periods (starting on the first day and ending on the last day of each calendar month) or one year periods, subject to payment of the subscription fees, unless either party refuses such renewal by written notice 15 or more days before the renewal date. Subscription Term means the initial time period of use of the System set forth in the Korber Group Invoice and any additional renewals of such term.
Section 14.02 Termination for Cause. Either party may terminate this Agreement for the other's material breach by written notice, effective in 30 days unless the other party first cures such breach. Without limiting Korber Group's other rights and remedies, Korber Group may suspend or terminate a Client's, Client's Agent's, Public End User's or other user's access to the System at any time, without advanced notice, if Korber Group reasonably concludes such Client, Client Agent, Public End User or other user has conducted itself in a way that is not consistent with the requirements of the AUP or the other requirements of this Agreement or in a way that subjects Korber Group to potential liability.
Section 14.03 Effects of Termination. Upon termination of this Agreement, Client shall cease all use of the System and delete, destroy, or return all copies of the Documentation and Service Provider Equipment in its possession or control. The following provisions will survive termination or expiration of this Agreement: (a) any obligation of Client to pay fees incurred before termination; (b) Articles and Sections 6 (IP & Feedback), 7 (Confidential Information), 8.2 (Warranty Disclaimers), 9 (Indemnification), and 10 (Limitation of Liability); and (c) any other provision of this Agreement that must survive to fulfill its essential purpose.
Section 15.01 From Korber Group. Korber Group shall defend and indemnify Client and Client's Associates (as defined below in Section 15.03) against any "Indemnified Claim," meaning any third party claim, suit, or proceeding arising out of, related to, or alleging infringement of any patent, copyright, trade secret, or other intellectual property right by the System. Korber Group's obligations set forth in this Section 15.01 do not apply to the extent that an Indemnified Claim arises out of: (a) Client's breach of this Agreement; (b) revisions to the Licensed Software or other System components made without Korber Group's written consent; (c) Client's failure to incorporate System updates or upgrades that would have avoided the alleged infringement, provided Korber Group offered such updates or upgrades without charges not otherwise required pursuant to this Agreement; (d) Korber Group's modification of the System in compliance with specifications provided by Client, including without limitation Deliverables to the extent created based on such specifications; (e) any Deliverable, if the Korber Group Invoice or a disclosure provided at or before delivery states that such Deliverable incorporates third party software or other assets; or (f) use of the System in combination with hardware or software not provided by Korber Group.
Section 15.02 From Client. Client shall indemnify and defend Korber Group and Korber Group's Associates (as defined below in Section 11.3) against any "Indemnified Claim," meaning any third party claim, suit, or proceeding arising out of or related to Client's alleged or actual use of, misuse of, or failure to use the System, including without limitation: (a) claims by Client's Agents or other Users or Public End Users or by Client's employees; (b) claims related to unauthorized disclosure or exposure of personally identifiable information or other private information, including Client Data; (c) claims related to infringement or violation of a copyright, trademark, trade secret, or privacy or confidentiality right by written material, images, logos or other content uploaded to the System through Client's account or submitted by the Client or Agents to Korber Group to be included or used in the System or made available publicly, including without limitation by Client Data; (d) claims that use of the System through Client's account, including by Client's Agents or other Users including Public End Users, harasses, defames, or defrauds a third party or violates the CAN-Spam Act of 2003 or any other law or restriction on electronic advertising. Indemnified Claims pursuant to the preceding sentence also include (f) claims related to the injury to or death of any individual, or any loss of or damage to real or tangible personal property, caused by the act or omission of Client or of any of its agents, subcontractors, or employees. Indemnified Claims listed above in this Section 15.02 include, without limitation, claims arising out of or related to Korber Group's negligence, but they exclude the Indemnified Claims listed in Section 15.01 above.
Section 15.03 Litigation & Additional Terms. The obligations of the indemnifying party pursuant to Section 15.01 or 15.02 above ("Indemnitor") will be excused to the extent that the other contracting party's ("Indemnified Party's") or any of such Indemnified Party's Associates' failure to provide prompt notice of the Indemnified Claim or reasonably to cooperate materially prejudices the defense. Indemnitor will control the defense of any Indemnified Claim, including appeals, negotiations, and any settlement or compromise thereof; provided Indemnified Party will have the right, not to be exercised unreasonably, to reject any settlement or compromise that requires that it admit wrongdoing or liability or subjects it to any ongoing affirmative obligations. (A party's "Associates" are its and its affiliates' respective officers, directors, shareholders, parents, subsidiaries, agents, successors, assigns, employees, agents, suppliers, licensors and third party partners.)
Section 16.01 Dollar Cap. KORBER GROUP'S LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL NOT EXCEED $500.00 (five hundred dollars and zero cents).
Section 16.02 Exclusion of Consequential Damages. IN NO EVENT WILL KORBER GROUP BE LIABLE TO CLIENT FOR ANY CONSEQUENTIAL, INDIRECT, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT.
Section 16.03 Clarifications & Disclaimers. THE LIABILITIES LIMITED BY THIS ARTICLE XVI APPLY: (a) TO LIABILITY FOR NEGLIGENCE; (b) REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, STRICT PRODUCT LIABILITY, OR OTHERWISE; (c) EVEN IF KORBER GROUP IS ADVISED IN ADVANCE OF THE POSSIBILITY OF THE DAMAGES IN QUESTION AND EVEN IF SUCH DAMAGES WERE FORESEEABLE; AND (d) EVEN IF CLIENTS'S REMEDIES FAIL OF THEIR ESSENTIAL PURPOSE. If applicable law limits the application of the provisions of this Article XVI, Korber Group's liability will be limited to the maximum extent permissible. For the avoidance of doubt, Korber Group's liability limits and other rights set forth in this Article XVI apply likewise to Korber Group's affiliates, licensors, suppliers, advertisers, agents, sponsors, directors, officers, employees, consultants, and other representatives and associates.
Section 17.01 For Clients that must abide by the regulations of Health Insurance Portability and Accountability Act of 1996, as it may be amended from time to time ("HIPAA"), including the regulatory revisions implemented pursuant to the Health Information Technology for Economic and Clinical Health Act (the "HITECH ACT"), Korber Group will provide a separate "Business Associate Agreement" as an Addendum to this agreement. This "Business Associate Agreement" is the between Korber Group, a "Business Associate", and the Client, a "Covered Entity". This Addendum is NOT automatically included in theis agreement when a Client agrees to the terms as part of the initial installation process. The "Business Associate Agreement" shall be delivered separately using electronic signature, mail or personal delivery and has to be signed by the Client to explicitly enter into a Business Associate Agreement with Korber Group. To the extent Client fails to sign a Business Associate Agreement with Korber Group, Client shall be subject to Korber Group's standard Business Associate Agreement. Notwithstanding the foregoing, Client agrees to waive and release and hereby waives and releases Korber Group from any all liability of whatever nature that Korber Group assumes or may assume as a result of entering into a Business Associate Agreement with a Client who failed to sign a Business Associate Agreement with Korber Group. Client further agrees to protect, defend, indemnify and hold harmless to sign a Business Associate Agreement with Korber Group and its officers, directors, employees, and agents, from and against any and all claims, demands, costs, expenses, losses, liabilities and damages of every kind and nature (including, without limitation, reasonable attorneys' fees) imposed upon or incurred by to sign a Business Associate Agreement with Korber Group directly or indirectly arising from Clients failure to sign a Business Associate Agreement with Korber Group including but not limited to any breach related penalties imposed on sign a Business Associate Agreement with Korber Group. The indemnification obligations under this Section shall survive any termination or expiration of this Agreement or Client's use of the any of Korber Group Services or Solutions or any other Services ordered from us.
Section 18.01 Independent Contractors. The parties are independent contractors and will so represent themselves in all regards. Neither party is the agent of the other, and neither may make commitments on the other's behalf. The parties agree that no Korber Group employee or contractor will be an employee of Client.
Section 18.02 Notices. Korber Group may send notices pursuant to this Agreement to Client's email contact points provided by Client, and such notices will be deemed received 24 hours after they are sent. Client may send notices pursuant to this Agreement to [email protected], and such notices will be deemed received 72 hours after they are sent.
Section 18.03 Force Majeure. No delay, failure, or default, other than a failure to pay fees when due, will constitute a breach of this Agreement to the extent caused by acts of war, terrorism, hurricanes, earthquakes, other acts of God or of nature, strikes or other labor disputes, riots or other acts of civil disorder, embargoes, or other causes beyond the performing party's reasonable control.
Section 18.04 Impossibility of Performance. Neither party shall be liable to the other party for any loss or damage due to delays or failure to perform resulting from events beyond the reasonable control of such party.
Section 18.05 Assignment & Successors. Client may not assign this Agreement or any of its rights or obligations hereunder without Korber Group's express written consent. Except to the extent forbidden in this Section 18.05, this Agreement will be binding upon and inure to the benefit of the parties' respective successors and assigns. Korber Group may assign this Agreement or any of its rights or obligations hereunder without notice to, or pre-approval by Client.
Section 18.06 Severability. To the extent permitted by applicable law, the parties hereby waive any provision of law that would render any clause of this Agreement invalid or otherwise unenforceable in any respect. In the event that a provision of this Agreement is held to be invalid or otherwise unenforceable, such provision will be interpreted to fulfill its intended purpose to the maximum extent permitted by applicable law, and the remaining provisions of this Agreement will continue in full force and effect.
Section 18.07 No Waiver. Neither party will be deemed to have waived any of its rights under this Agreement by lapse of time or by any statement or representation other than by an authorized representative in an explicit written waiver. No waiver of a breach of this Agreement will constitute a waiver of any other breach of this Agreement.
Section 18.08 Choice of Law & Jurisdiction: This Agreement will be governed solely by the internal laws of the commonwealth of Puerto Rico, without reference to: (a) any conflicts of law principle that would apply the substantive laws of another jurisdiction to the parties' rights or duties; (b) the 1980 United Nations Convention on Contracts for the International Sale of Goods; or (c) other international laws. The parties consent to the personal and exclusive jurisdiction of the federal and state courts of commonwealth of Puerto Rico.
Section 18.09 Conflicts. In the event of any conflict among the attachments to this Agreement and this main body, the following order of precedence will govern, with lower numbers governing over higher ones: (1) this main body of this Agreement; (2) any Statements of Work, with more recent Statements of Work taking precedence over later ones; and (3) any Korber Group policy posted online, including without limitation the AUP or Privacy Policy. No attachment incorporated into this Agreement after execution of this main body will be construed to amend this main body or any earlier attachment unless it specifically states its intent to do so and cites the section or sections amended.
Section 18.10 Construction. The parties agree that the terms of this Agreement result from negotiations between them. This Agreement will not be construed in favor of or against either party by reason of authorship.
Section 18.11 Headings. The headings and numbering of the difference paragraphs of this Agreement are inserted for convenient reference only and are not to be taken as part of this Agreement or to control or affect the meaning, construction or effect of the same.
Section 18.12 Technology Export. Client shall not: (a) permit any third party to access or use the System in violation of any U.S. law or regulation; or (b) export any software provided by Korber Group or otherwise remove it from the United States except in compliance with all applicable U.S. laws and regulations. Without limiting the generality of the foregoing, Client shall not permit any third party to access or use the System in, or export such software to, a country subject to a United States embargo (as of the Effective Date, Cuba, Iran, North Korea, Sudan, and Syria).
Section 18.13 Notices/On-Line Posting of General Changes. Except as otherwise provided in this Agreement, all notices or other communications to Korber Group hereunder shall be deemed to have been duly given when made in writing and delivered in person, via overnight courier or certified mail addressed to Korber Group, Inc., Attn: Michael Korber, PO BOX 8919, Ponce, PR 00732. Notices to You will be addressed via e-mail based on the information provided by You during the initial account setup unless You have notified Korber Group of any changes.
Section 18.14 Notwithstanding the foregoing, or anything contained herein to the contrary, Korber Group may revise the Privacy Policy, Acceptable Use Policy, and Technical Support Policy and Public End User Terms and Policies, amend, revise, change, alter, replace, substitute the system requirements and interoperability standards, acceptable use provisions, or any other general policies applicable to all end users, at any time by posting a new version of either at the Website or vie e-mail, and such new version will become effective on the date it is posted. Your use of the any of Korber Group Services or Solutions after posting of such a notice shall constitute acceptance of the modified terms.
Section 18.15 We may update or modify this Agreement from time to time, including any referenced policies and other documents. If a revision meaningfully reduces Your rights, we will use reasonable efforts to notify You (by, for example, sending an email to the billing or technical contact You designate in the applicable Order, posting on our website, or through Your account, or in the System itself or You may be required to click through the updated Agreement to show Your acceptance.). If we modify the Agreement during Your License Term or Subscription Term, the modified version will be effective upon Your next renewal of a License Term, Support and Maintenance term, or Subscription Term, as applicable. In this case, if You object to the updated Agreement, as Your exclusive remedy, You may choose not to renew, including canceling any terms set to auto-renew.For the avoidance of doubt, any Order is subject to the version of the Agreement in effect at the time of the Order.
Section 18.16 Entire Agreement. This Agreement sets forth the entire agreement of the parties and supersedes all prior or contemporaneous writings, negotiations, and discussions with respect to its subject matter. Neither party has relied upon any such prior or contemporaneous communications.
Last updated December 19, 2013
We may update our Terms of Service: Marketing Services & Website Development from time to time. We will notify you of any changes by posting the new Terms of Service: Marketing Services & Website Development on this page. You are advised to review these Terms of Service: Marketing Services & Website Development periodically for any changes. Changes to these Terms of Service: Marketing Services & Website Development are effective when they are posted on this page.
If you have any questions about the Terms of Service: Marketing Services & Website Development please contact us.
Korber Group Inc.
Tel. Puerto Rico: (787) 200-2727
Office hours: 8:30AM - 4:30PM (UTC-4)
Metro Office Park
7 Calle 1, Suite 204
Guaynabo PR 00968-1718
Mailing address San Juan:
P.O. Box 902-3364
San Juan, PR 00902-3364
Mailing address Ponce:
P.O. Box 8919
Ponce, PR 00732
Copyright © 2015 · All Rights Reserved · Korber Group Inc. Tel. (787) 590-6191