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Additional Fee:	$6.00 per report processed for full versions.
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SERVICE BUREAU LICENSE AGREEMENT IMPORTANT - READ CAREFULLY: This Service Bureau License Agreement (the "License Agreement") is a legal contract between you (either an individual or a single business entity) ("You" or "Service Bureau") and COMPackage Corp. ("COMPackage") for the COMPackage™ software product identified above, which includes computer software and, as applicable, associated media, printed materials, and "online" or electronic documentation (the "Licensed Program"). THE LICENSED PROGRAM IS COPYRIGHTED AND LICENSED (NOT SOLD). BY CLICKING THE "I ACCEPT" ICON BELOW, OR BY INSTALLING, COPYING, OR OTHERWISE USING THE LICENSED PROGRAM, YOU AGREE TO BE BOUND BY THE TERMS OF THIS LICENSE AGREEMENT, INCLUDING THE WARRANTY DISCLAIMERS, LIMITATIONS OF LIABILITY AND TERMINATION PROVISIONS BELOW. IF YOU DO NOT AGREE TO THE TERMS OF THIS LICENSE AGREEMENT, DO NOT INSTALL OR USE THE LICENSED PROGRAM, AND EXIT NOW. THIS LICENSE AGREEMENT REPRESENTS THE ENTIRE AGREEMENT CONCERNING THE LICENSED PROGRAM BETWEEN YOU AND LICENSOR AND IT SUPERSEDES ANY PRIOR PROPOSAL, REPRESENTATION, OR UNDERSTANDING BETWEEN THE PARTIES. If you are not satisfied with the Licensed Program within the first thirty (30) days of your use of same, you are entitled to receive a full refund of any payment made for the Licensed Program by so requesting within thirty (30) days after the date of payment. 1. Definitions 1.1 "Clients" means clients of Service Bureau on whose behalf Service Bureau shall use the Licensed Program for the purpose of generating Reports for such Clients. 1.2 "End User License Agreement" means the form of end user license agreement for the Licensed Program to which each Client end user is required to agree prior to installation or use of the Licensed Program. 1.3 "Licensed Program" means COMPackage's COMPackage™ software program, as well as any updates made available by COMPackage via the Internet during the term of this Agreement and in any amendments thereto, in object code form, together with any relevant documentation and instructional and operational manuals (the "Documentation"). The term Licensed Program does not include source code in any form, nor shall it include any data inputted into the Licensed Program by Service Bureau or processed by the Service Bureau utilizing the Licensed Program. 1.4 "Intellectual Property Rights" means any patent, patent application, copyright, moral right, trade name, trademark, trade secret, copyright, and any applications or right to apply for registration therefore, computer software programs or applications, tangible or intangible proprietary information, or any other intellectual property right, whether registered or unregistered. 1.5 "Permitted Users" means: a) Service Bureau's employees to whom access to the Licensed Program is granted by Service Bureau solely for use in connection with Service Bureau's creation of Reports for its Clients; and b) Clients who have entered into an End User License Agreement with COMPackage. 1.6 "Reports" means the outputted report, generated by the Licensed Program, containing a graphical explanation of the total compensation package of Service Bureau's Clients' employees. 2. Grant of License for Service Bureau Use 2.1 COMPackage grants to Service Bureau and the Permitted Users, on the terms and conditions hereinafter set forth, a non-transferable, non-exclusive, non-sublicensable limited license to access and use the Licensed Program solely for the purpose of generating Reports for Service Bureau's Clients. The license granted hereunder shall not be deemed to authorize Service Bureau to change or modify the software programs comprising the Licensed Program. 2.2 Each Permitted User will be allocated a unique identifier, such as a user ID and password, based on employee data supplied to COMPackage by Service Bureau, to enable such Permitted Users to access and use the Licensed Program for the purpose of generating Reports for Service Bureau's Clients. Permitted Users who are Clients also shall be permitted access to the Licensed Program for the purpose of generating Reports for their internal use. Service Bureau shall be responsible for any unauthorized use of the Licensed Program due to its failure to maintain the security of such user ID and/or password. 3. Terms of Use 3.1 Service Bureau shall ensure that its Permitted Users shall comply with the terms and conditions of this Agreement. 3.2 Service Bureau shall not use or permit its Permitted Users to use the Licensed Program in ways that violate laws or infringe the rights of others. Service Bureau further agrees to comply with U.S. export laws concerning the transmission of technical data and other regulated materials. Service Bureau shall not permit its Permitted Users to use or to access the Licensed Program other than as expressly provided herein. 3.3 Service Bureau shall not permit any Client to have access to the Licensed Program (in order to allow such Clients to input their employee data to generate Reports) unless and until such Client has entered into the End User License Agreement with COMPackage. 4. Maintenance and Support Services COMPackage is not required to provide any services under this Agreement in the installation or maintenance of the Licensed Program or in the creation of Client templates or population of employee data to generate Reports or the like, it being expressly acknowledged that, if COMPackage agrees to furnish such services to Service Bureau, the provision of such services will be governed by a separate agreement. 5. Fees 5.1 In consideration of the license to use the Licensed Program as set forth herein, Service Bureau shall pay to COMPackage an annual license fee (the "Annual Fee"), as well as a "per Report" fee (the "Report Fees") (the Annual Fee and the Report Fees are collectively referred to hereinafter as the "Fees"). The initial Annual Fee shall be five hundred dollars ($500.00) and the initial Report Fees shall be six dollars ($6.00) per each Report, payable monthly for each Report generated during the prior month utilizing the Licensed Program. Such Fees shall remain fixed for the first year of the term of this Agreement and thereafter may be changed upon written notice to Service Bureau. 5.2 Service Bureau shall pay all sales, use, and excise taxes that may be assessed on the Licensed Program or its use by Service Bureau. COMPackage shall pay all taxes that may be assessed on its income or otherwise as a result of its ownership of the Licensed Program. 5.3 Fees will be charged electronically to a credit card account provided by Service Bureau to COMPackage. Fees will be charged automatically at the time that Service Bureau elects to purchase a Report or Reports. Service Bureau will be unable to purchase any Reports without providing COMPackage with a valid credit card number to which such charges will be assessed. 5.4 Upon reasonable notice to Service Bureau, COMPackage shall have the right to inspect Service Bureau's operations, including the computer(s) on which the Licensed Program have been installed, for the purpose of confirming Service Bureau's compliance with the terms of this Agreement. Should COMPackage discover that Service Bureau has not complied with the terms of this Agreement, COMPackage, in addition to all of its other rights hereunder, shall have the right to immediately terminate the license granted hereunder. 6. Ownership 6.1 Service Bureau acknowledges that the structure, organization, and code (both source code and object code) of the Licensed Program and all software components thereof are proprietary to COMPackage and/or COMPackage's licensors and that COMPackage and/or its licensors retains exclusive ownership of the Licensed Program, documentation, trademarks, and any other Intellectual Property Rights relating to the Licensed Program, including all modifications, enhancements, derivatives, and other software and materials developed hereunder by COMPackage, and all copies thereof. Service Bureau shall not sell, transfer, publish, disclose, display or otherwise make available the Licensed Program including any modifications, enhancements, derivatives, and other software and materials developed hereunder by COMPackage or copies thereof to others in violation of this Agreement. Further, the Licensed Program will be deemed to be Confidential Information of COMPackage, as defined below, and any such confidentiality restrictions shall apply accordingly. Except as otherwise expressly permitted hereunder, Service Bureau agrees not to copy or otherwise reproduce any of the Licensed Program, including any modifications, enhancements, derivatives, and other software and materials developed hereunder by COMPackage, in whole or in part. Service Bureau shall not remove any proprietary, copyright, trademark, or service mark legend from any portion of any of the Licensed Program, including any modifications, enhancements, derivatives, and other software and materials developed by COMPackage. Service Bureau agrees to make all necessary and reasonable efforts to comply with the above provisions in a manner which Service Bureau takes to secure and protect its own highly confidential information in order to maintain COMPackage's rights therein and to take appropriate action by instruction or agreement with its Permitted Users. 6.2 "COMPACKAGE,™" "www.compackage.com" and any other trademarks, service marks and domain names adopted by COMPackage to identify the Licensed Program and other COMPackage products and services belong to COMPackage. Service Bureau has no rights in such marks or domain names except as specified in writing between the parties. 6.3 Service Bureau agrees not to decompile, disassemble, reverse engineer, transfer electronically, copy, modify, enhance, or create any derivative works with the Licensed Program or any other COMPackage proprietary or confidential information. 6.4 COMPackage shall be free to use and employ the Licensed Program to perform any type of services for third parties and to license others to do any of the foregoing. Nothing in this Agreement shall limit or preclude COMPackage from using or licensing to third parties any of COMPackage's Intellectual Property, including, but not limited to the Licensed Program. 6.5 Service Bureau (and/or its Clients) shall retain all rights in its information, including all Intellectual Property Rights, including any data inputted into the Licensed Program and any data generated as output from use of the Licensed Program (including the specific content of the Reports, but not including the overall "look and feel" of the Reports, which rights expressly are retained by COMPackage) and nothing in this Agreement shall affect the right of Service Bureau and/or its Clients to produce, market or sell, or otherwise commercialize or exploit or exercise its rights in such information or materials. 6.6 Service Bureau shall immediately inform COMPackage of (a) any claim or proceeding involving the Licensed Program that comes to its attention; and (b) any facts of which it becomes aware indicating that any person is infringing any Intellectual Property Rights of COMPackage or is engaging in unauthorized distribution of the Licensed Program. 7. Confidentiality 7.1 Both parties acknowledge that either may receive Confidential Information (as defined below) from the other during the term of this Agreement. The receiving party shall disclose the other party's Confidential Information only to persons employed by or affiliated with the receiving party having the need to know the information for the purpose of this Agreement. The receiving party shall treat Confidential Information as it does its own valuable and sensitive information of a similar nature, and, in any event, with not less than reasonable care. Upon the disclosing party's written request, the receiving party shall return or certify the destruction of all Confidential Information. The parties' obligations of confidentiality set forth herein shall survive any termination or expiration of this Agreement. 7.2 The term "Confidential Information" shall mean any and all information or proprietary materials (in every form and media) not generally known in the relevant trade or industry and which has been or is hereafter disclosed or made available by either party (the "Disclosing Party") to the other (the "Receiving Party") in connection with the efforts contemplated hereunder, including (i) all trade secrets, (ii) existing or contemplated products, services, designs, technology, processes, technical data, engineering, techniques, methodologies and concepts and any information related thereto, (iii) information relating to business plans, sales or marketing methods and customer lists or requirements and (iv) information related to specific compensation packages provided to Service Bureau's employees. The parties acknowledge that the Licensed Program contains proprietary trade secrets and the Confidential Information of COMPackage. 7.3 The obligations of either party under Section 7.1 will not apply to information that the Receiving Party can demonstrate (i) was in its possession at the time of disclosure and without restriction as to confidentiality, (ii) at the time of disclosure is generally available to the public or after disclosure becomes generally available to the public through no breach of agreement or other wrongful act by the Receiving Party, (iii) has been received from a third party without restriction on disclosure and without breach of agreement or other wrongful act by the Receiving Party, (iv) is independently developed by the Receiving Party without regard to the Confidential Information of the other party, or (v) is required to be disclosed by law or order of a court of competent jurisdiction or regulatory authority, provided that the Receiving Party shall furnish prompt written notice of such required disclosure and reasonably cooperate with the Disclosing Party, at the Disclosing Party's cost and expense, in any effort made by the Disclosing Party to seek a protective order or other appropriate protection of its Confidential Information. 7.4 Failure on the part of either party to abide by this Section 7 may cause the other party irreparable harm for which damages, although available, will not be an adequate remedy at law. Accordingly, either party has the right to obtain an injunction to prevent any violations or attempted violations of this Section 7 and recover court costs and reasonable attorneys' fees incurred by such party in the enforcement of this Section 7. 8. Indemnification Service Bureau shall indemnify and hold COMPackage, its members, managers, officers, employees and agents, harmless from and against all liabilities, losses, costs, damages and expenses, (including reasonable attorneys' fees and court costs), relating to or arising from or in connection with: (i) the use of the Licensed Program by Service Bureau or any of its Permitted Users, whether or not Service Bureau has knowledge of or has authorized any unpermitted access or use, including, without limitation, claims for libel, slander, and invasion of privacy; (ii) any information or results obtained through use of the Licensed Program; (iii) any claims by any of Service Bureau's Clients of any of the Reports generated utilizing the Licensed Program; (iv) any negligent acts, omissions, or willful misconduct by Service Bureau and/or Permitted Users; and (v) any breach of this Agreement by Service Bureau and/or its Permitted Users. 9. Representations and Warranties; Warranty Disclaimers 9.1 Service Bureau represents and warrants that: (a) this Agreement constitutes a legally binding agreement of Service Bureau, fully enforceable in accordance with all of its terms and conditions; (b) it possesses the requisite power and authority to execute and deliver this Agreement and to perform and comply with all of the obligations and restrictions imposed on Service Bureau herein; and (c) the individual executing this Agreement on behalf of Service Bureau has been duly authorized, empowered and directed to enter into this Agreement on behalf of Service Bureau. 9.2 COMPackage represents and warrants that: (a) this Agreement constitutes a legally binding agreement of COMPackage, fully enforceable in accordance with all of its terms and conditions; (b) it possesses the requisite power and authority to execute and deliver this Agreement and to grant all of the rights granted herein; and (c) the individual executing this Agreement on behalf of COMPackage has been duly authorized, empowered and directed to enter into this Agreement on behalf of COMPackage. EXCEPT AS OTHERWISE PROVIDED HEREIN, COMPACKAGE MAKES NO WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF NON-INFRINGEMENT, WARRANTIES OF FITNESS, PURPOSE, OR MERCHANTABILITY, OR OF THE ACCURACY OF RESULTS OBTAINED THROUGH SERVICE BUREAU'S USE OF THE LICENSED PROGRAM. SERVICE BUREAU ACKNOWLEDGES THAT ANY REPORT GENERATED, OBTAINED OR ACQUIRED THROUGH THE USE OF THE LICENSED PROGRAM IS USED AT SERVICE BUREAU'S SOLE RISK AND DISCRETION. COMPACKAGE SHALL NOT BE LIABLE TO SERVICE BUREAU FOR ANY LOSS OF OR DAMAGE TO ANY DATA OR BUSINESS INFORMATION. 9.3 For any breach of the warranties contained in this Section 9, Service Bureau's exclusive remedy, and COMPackage's entire liability, shall be the correction of any errors that cause the breach of the warranty, or if COMPackage is unable to cure such breach, Service Bureau may terminate this Agreement. 10. Limitation of Liability 10.1 COMPACKAGE'S AGGREGATE LIABILITY FOR ALL CLAIMS ARISING FROM THIS AGREEMENT, REGARDLESS OF THE NATURE OF SUCH CLAIM, SHALL NOT EXCEED THE TOTAL FEES PAID BY SERVICE BUREAU HEREUNDER DURING THE IMMEDIATELY PRECEDING TWELVE (12) MONTHS. 10.2 EXCEPT FOR BREACHES OF SECTIONS 7, ABOVE, AND THE INDEMNIFICATION OBLIGATIONS SET FORTH IN SECTION 8, ABOVE, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES IN CONNECTION WITH THIS AGREEMENT, INCLUDING LOSS OF OR DAMAGE TO DATA OR LOSS OF OR DAMAGE TO BUSINESS INFORMATION, HOWEVER CAUSED, WHETHER BASED ON CONTRACT, TORT, WARRANTY, OR OTHER LEGAL THEORY, AND EVEN IF SUCH PARTY HAS BEEN INFORMED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES OR SUCH DAMAGES COULD HAVE BEEN REASONABLY FORESEEN BY SUCH PARTY. 10.3 The parties agree that the limitations specified in Section 9 and Section 10 of this Agreement will survive and apply even if any limited remedy specified in this Agreement is found to have failed of its essential purpose. Service Bureau acknowledges that COMPackage has set its prices and entered into this Agreement in reliance on the disclaimers of warranty and the limitations of liability set forth in this Agreement and that the same forms an essential basis of the bargain between the parties. 11. Term and Termination 11.1 This Agreement shall become effective on the Effective Date and shall be valid for a period of twelve (12) months (the "Initial Term"), unless terminated earlier as set forth herein. Upon the expiration of the Initial Term, this Agreement may be renewed by Service Bureau for additional succeeding twelve (12) month terms (each, a "Renewal Term"), by paying the then-current annual fee to COMPackage for each such Renewal Term. COMPackage shall have the right to charge additional and increased Fees for such Renewal Term upon notice to Service Bureau. 11.2 At any time either during the Initial Term or during any Renewal Term, either party may terminate this Agreement upon written notice to the other party if the other party materially breaches this Agreement and fails to correct the breach within thirty (30) days following written notice specifying the breach. Furthermore, each party may terminate this Agreement at any time upon written notice if the other party ceases to conduct business (except for Force Majeure), becomes or is declared insolvent or bankrupt, is the subject of any proceeding relating to its liquidation or insolvency which is not dismissed within sixty (60) days, or makes an assignment for the benefit of its creditors. 11.3 Neither party shall be liable to the other for failure or delay in the performance of a required obligation if such failure or delay is caused by strike, riot, fire, natural disaster, governmental acts or orders or restrictions, failure of suppliers, or any other reason where failure to perform is beyond the reasonable control of and is not caused by the negligence of the non performing party ("Force Majeure"), provided that such party gives prompt written notice of such condition and resumes its performance as soon as possible. 12. U.S. Government Restricted Rights. The Licensed Program (including its documentation) are provided with RESTRICTED RIGHTS. Use, duplication, or disclosure by the Government is subject to restrictions as set forth in subparagraph (c)(1)(ii) of the Rights in Technical Data and Computer Software clause at DFARS 252.227-7013 or subparagraphs (c)(1) and (2) of the Commercial Computer Software - Restricted Rights at 48 CFR 52.227-19, as applicable. Manufacturer for such purpose is COMPackage, Corp. 13. General 13.1 Each party acknowledges that this is the complete and exclusive statement of the agreement between the parties, and that this Agreement supersedes and merges all prior proposals, understandings and all other agreements, oral and written, between the parties relating to this Agreement. This Agreement may not be modified or altered except by written instrument duly executed by both parties. 13.2 This Agreement shall be governed by the internal substantive laws of the Commonwealth of Pennsylvania, without regard to its conflicts of laws principles. All disputes arising out of or with respect to this License Agreement shall be resolved exclusively by binding arbitration before a single arbitrator in Pittsburgh, Pennsylvania, U.S.A. Such arbitrator shall be appointed by the American Arbitration Association and shall proceed in accordance with the Commercial Arbitration Rules of the American Arbitration Association. If any action is brought by either party to this License Agreement against the other party regarding the subject matter hereof, the prevailing party shall be entitled to recover, in addition to any other relief granted, reasonable attorney fees and expenses of litigation. The parties acknowledge and agree that this Agreement relates solely to the performance of services (not the sale of goods) and, accordingly, will not be governed by the Uniform Commercial Code of any state having jurisdiction and shall not be governed by the United Nations Convention on the International Sale of Goods. In addition, the parties agree that this Agreement shall not be governed by the Uniform Computer Information Transactions Act, as adopted by any state. 13.3 This Agreement may not be (i) assigned or (ii) transferred by merger by Service Bureau without the written consent of COMPackage This Agreement shall be binding upon, and shall inure to the benefit of, the parties to this Agreement and their respective successors, permitted transferees, and permitted assigns. No provision of this Agreement shall be deemed to confer upon any third party any remedy, claim, liability, reimbursement, cause of action, or other right whatsoever. 13.4 The headings and captions of the sections and paragraphs of this Agreement shall be for convenience only. 13.5 All notices requests, reports, submissions and other communications permitted or required to be given by Service Bureau to COMPackage under this Agreement shall be deemed to have been duly given if such notice of communication shall be in writing and sent by personal delivery or by airmail, cable, telegram, telex, facsimile transmission or other commercial means of rapid delivery, postage or costs of transmission and delivery prepaid, to COMPackage at the following address, unless COMPackage posts a different address on the www.compackage.com website: COMPackage Corp., P.O. Box 152, Presto, PA 15142. 13.6 If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the remaining provisions of the Agreement shall remain in full force and effect. 13.7 COMPackage and Service Bureau are not partners or joint venturers. Neither party is the agent, representative or employee of the other party and nothing in this Agreement will be construed to create any relationship between them other than an independent contractor relationship. Neither party will have any responsibility or liability for the actions of the other party except as expressly provided herein. Neither party will have any right or authority to bind or obligate the other party in any manner or make any representation or warranty on behalf of the other party. Service Bureau's employees are not and shall not be deemed to be employees of COMPackage. Service Bureau shall be solely responsible for the payment of all compensation to its employees, including provisions for employment taxes, workmen's compensation and any similar taxes associated with employment of Service Bureau's personnel. * I have Read and Agree to the Disclaimer.
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