This Komprise Business Agreement (the “Agreement”) is between Komprise, Inc., a Delaware corporation (“Komprise”) and the organization agreeing to these terms (“Customer”). This Agreement governs access to and use of the Komprise Business software and services (the “Services”). Unless Komprise agrees otherwise in a signed writing between the parties, this Agreement governs Customer’s use of the Services except to the extent all or any portion of the Services: (a) is the subject of a separate written signed agreement; or (b) is governed by a third party licensor’s terms and conditions. Capitalized terms have the definitions herein.

By clicking “I Agree,” signing your Quote for the Services or using the Services, Customer agrees to this Agreement and any modifications to the terms that may be made from time to time. If you are agreeing to this Agreement for use of the Services by an organization, you are agreeing to this Agreement on behalf of that organization. You must have the authority to bind that organization to this Agreement, otherwise you must not sign up for the Services.

  1. Services.
    1. Provision of Services. Customer and users of Customer’s Services account (“End Users“) may access and use the Services solely in accordance with this Agreement, the Documentation and the Quote. “Documentation” means the then-current, generally available, written user manuals and online help and guides for any Services provided by Komprise. “Quote” shall mean the Komprise or Kromprise’s authorized reseller’s order form/quote, executed by Customer, pursuant to which Customer orders Services from Komprise.
    2. Facilities and Data Processing. Komprise will use, at a minimum, industry standard technical and organizational security measures to transfer, store, and process Customer Data. These measures are designed to protect the integrity of Customer Data and guard against the unauthorized or unlawful access to, use, and processing of Customer Data. Customer agrees that Komprise may transfer, store, and process Stored Data and Account Data in locations other than Customer’s country which may include the United States.  The Services are provided from the United States. By using and accessing the Services, Customer understands and consents to the storage and processing of the Stored Data and any other personal information in the United States. Komprise may change the location at any time and will use commercially reasonable efforts to provide Customer with at least 30 days notice of any such changes in the location. Komprise also reserves the right to store and process personal information outside of the United States, and will use commercially reasonable efforts to provide Customer with at least 30 days notice of any such changes in the processing location. “Customer Data” means File Data, Stored Data and Account Data. “File Data” means files processed by Services.  “Stored Data” means information about files (e.g. attributes such a size, access times and owner) and tags and indexes that are derived from files’ content or associated with files and collected by Services.  Stored data does not include the files themselves. “Account Data” means the account and contact information submitted to the Services by Customer or End Users.
    3. Updates and Modifications to the Services. Komprise may, in its sole discretion require Customer to perform or automatically perform updates, modifications, reinstallations or patches to the Services (“Updates”).  By running the Services, Customer agrees to permit all such Updates.   Each Update will be deemed a part of the Services and will be subject to this Agreement.  If Komprise changes the Services in a manner that materially reduces the functionality of the Services, Komprise will inform Customer via the email address associated with the account.
    4. Software.
      1. Some Services allow Customer to download Komprise software (“Software”) which may update automatically. Customer may use the Software only to access the Services. Komprise may automatically check Customer’s version of the Software. All Software will be delivered electronically. Any Software is licensed, not sold. The Software license commences upon the date that Customer is noticed of electronic availability.  Unless Komprise notifies Customer otherwise, the Software license ends when Customer’s subscription to the Services end. Customer must then discontinue use of and uninstall the Software, or Komprise may disable it.
      2. Open Source Software. The Software may contain open source software. The open source software is licensed under the terms of the applicable third party open source license conditions and/or copyright notices that can be found in the licenses directory, the documentation or other materials accompanying the Software.  Copyrights to the open source software are held by copyright holders indicated in the copyright notices in the licenses directory or other materials accompanying the Software. The open source software terms may be found in the “About” section in the product’s online help pages.
    5. Support Services.  During the time that Customer is current in the payment of the applicable fees, Komprise shall provide Customer with Support Services for the Services in accordance with Exhibit A.  Customer agrees to provide Komprise with such cooperation, materials, information including automatically collected information regarding the use and state of the service, access and support which Komprise deems to be reasonably required to allow Komprise to successfully provide the Support Services.
  2. Customer Obligations.
    1. Compliance. Customer is responsible for all use of the Services by its End Users. Customer and its End Users must use the Services in compliance with this Agreement. Customer will obtain from End Users any consents necessary to allow Administrators to engage in the activities described in this Agreement and to allow Komprise to provide the Services. Customer will comply with laws and regulations applicable to Customer’s use of the Services, if any.
    2. Customer Administration of the Services. Customer may specify End Users as “Administrators” through the administrative console. Administrators may have the ability to access, disclose, restrict or remove Customer Data in or from Services accounts. Administrators may also have the ability to monitor, restrict, or terminate access to Services accounts. Komprise’s responsibilities do not extend to the internal management or administration of the Services. Customer is responsible for: (i) maintaining the confidentiality of passwords and Administrator accounts; (ii) managing access to Administrator accounts; and (iii) ensuring that Administrators’ use of the Services complies with this Agreement. Customer acknowledges that if Customer purchases the Services through a reseller and delegates any of such reseller’s personnel as Administrators of Customer’s Services account, such reseller may be able to control account information, including Customer Data, and access Customer’s Services account as further described above.
    3. Unauthorized Use & Access. Customer will prevent unauthorized use of the Services by its End Users and terminate any unauthorized use of or access to the Services. Customer will promptly notify Komprise of any unauthorized use of or access to the Services.
    4. Restricted Uses.  Customer will not (a) make any Service available to, or use any Service  for the benefit of, anyone other than Customer and End Users, (b) sell, resell, license, sublicense, distribute, rent or lease any Service, or include any Service in a service bureau or outsourcing offering, (c) use a Service to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights, (d) use a Service to store or transmit malicious code, (e) interfere with or disrupt the integrity or performance of any Service or third-party data contained therein, (f) attempt to gain unauthorized access to any Service its related systems or networks, (g) permit direct or indirect access to or use of any Service in a way that circumvents a contractual usage limit, (h) copy a Service or any part, feature, function or user interface thereof, (i) access any Service in order to build a competitive product or service, or (j) reverse engineer any Service (to the extent such restriction is permitted by law).
    5. Third Party Requests.
      1. Third Party Request” means a request from a third party for records relating to an End User’s use of the Services including information in or from an End User or Customer’s Services account. Third Party Requests may include valid search warrants, court orders, or subpoenas, or any other request for which there is written consent from End Users permitting a disclosure.
      2. Customer is responsible for responding to Third Party Requests via its own access to information. Customer will seek to obtain information required to respond to Third Party Requests and will contact Komprise only if it cannot obtain such information despite diligent efforts.
      3. Komprise will make commercially reasonable efforts, to the extent allowed by law and by the terms of the Third Party Request, to: (A) promptly notify Customer of Komprise’s receipt of a Third Party Request; (B) comply with Customer’s commercially reasonable requests regarding its efforts to oppose a Third Party Request; and (C) provide Customer with information or tools required for Customer to respond to the Third Party Request (if Customer is otherwise unable to obtain the information). If Customer fails to promptly respond to any Third Party Request, then Komprise may, but will not be obligated to do so.
      4. Customer shall indemnify Komprise for any and all expenses related to responding or complying with Third Party Request(s).
  3. Third-Party Services. If Customer uses any third-party service (e.g., a service that uses a Komprise API) with the Services (“Third-Party Services”), (a) Komprise will not be responsible or liable for any act or omission of the third party, including the third party’s access to or use of Customer Data and (b) Komprise does not warrant or support any service provided by the third party.
  4. Suspension
    1. Of End User Accounts by Komprise. If an End User (i) violates this Agreement or (ii) uses the Services in a manner that Komprise reasonably believes will cause it liability, then Komprise may request that Customer suspend or terminate the applicable End User account. If Customer fails to promptly suspend or terminate the End User account, then Komprise may suspend or terminate the End User account and will provide notice to Customer.
    2. Security Emergencies. Notwithstanding anything in this Agreement, if there is a Security Emergency then Komprise may automatically suspend use of the Services. Komprise will make commercially reasonable efforts to narrowly tailor the suspension as needed to prevent or terminate the Security Emergency. “Security Emergency” means that Komprise has reasonably determined that: (i) Customer’s use of the Services is likely to either damage the Service or impair Komprise’s ability to deliver services to other customers or the infrastructure used to provide the Services;  or (ii) unauthorized third-party access to the Services.
  5. Intellectual Property Rights.
    1. Reservation of Rights. Except as expressly set forth herein, this Agreement does not grant (i) Komprise any Intellectual Property Rights in Customer Data or (ii) Customer any Intellectual Property Rights in the Services or Komprise trademarks and brand features. “Intellectual Property Rights” means current and future worldwide rights under patent, copyright, trade secret, trademark, moral rights, and other similar rights.
    2. Limited Permission. Customer grants Komprise only the limited rights to any Customer Data that are reasonably necessary for Komprise  to provide the Services to Customer. This permission also extends to our affiliates and trusted third parties Komprise works with to offer the Services (e.g., payment provider used to process payment of fees). Customer represents and warrant that: (a) it has all the rights in the Customer Data necessary for Customer to use the Services and to grant the rights in this Section; and (b) the storage, use or transmission of the Customer Data doesn’t violate any law or this Agreement. Customer understands and agrees that Komprise doesn’t control, verify, or endorse the Customer Data that is made available via the Services.
    3. Suggestions. Komprise may, at its discretion and for any purpose, use, modify, and incorporate into its products and services, license and sublicense, any feedback, comments, or suggestions (“Feedback”) Customer or End Users send Komprise or post in Komprise’s forums without any obligation to Customer. Customer hereby grant to Komprise a world-wide, royalty free, irrevocable, perpetual license to use and otherwise incorporate any Feedback in connection with the Services.
    4. Customer List. Komprise may include Customer’s name in a list of Komprise customers on the Komprise website or in promotional materials with written approval from Customer.
  6. Fees & Payment.
  1. Customer will pay, and authorizes Komprise or Komprise’s authorized reseller to charge using Customer’s selected payment method, for all applicable fees including any applicable currency exchange settlements. Except as provided herein, fees are non-refundable and non-cancellable except as required by law. Customer is responsible for providing complete and accurate billing and contact information to Komprise or Komprise’s authorized reseller. Komprise may suspend or terminate the Services if fees are past due. If Customer requires an invoice, the Customer shall pay all invoices within thirty (30) days from date of invoice. Except as prohibited by law, Komprise may assess a late charge if Customer does not pay on time. The late charge will be the lesser of 1 percent of the unpaid amount each month or the maximum rate permitted by law. Komprise may use a third party to collect past due amounts. Customer must pay for all reasonable costs Komprise incurs to collect any past due amounts, including reasonable attorneys’ fees and other legal fees and costs.
  2. Auto Renewals and Trials. IF CUSTOMER’S ACCOUNT IS SET TO AUTO RENEWAL OR IS IN A TRIAL PERIOD, KOMPRISE (OR KOMPRISE’S AUTHORIZED RESELLER) MAY AUTOMATICALLY CHARGE AT THE END OF THE TRIAL OR FOR THE RENEWAL, UNLESS CUSTOMER NOTIFIES KOMPRISE (OR KOMPRISE’S AUTHORIZED RESELLER, AS APPLICABLE) THAT CUSTOMER WANTS TO CANCEL OR DISABLE AUTO RENEWAL AT LEAST 60 DAYS PRIOR TO THE END OF THE CURRENT TERM. Komprise may revise Service rates by providing Customer at least 30 days notice prior to the next charge.
  3. Taxes. Customer is responsible for all taxes. Customer shall pay any taxes, duties or charges of any kind (including any sales, withholding or value added taxes) imposed by any federal, state or local governmental entity for Software or Services provided under this Agreement excluding only taxes based solely on Komprise’s net income. If any applicable law requires Customer to withhold amounts from any payments to Komprise under this Agreement, (a) Customer will effect such withholding, remit such amounts to the appropriate taxing authorities and promptly furnish Komprise or Komprise’s authorized reseller with tax receipts evidencing the payments of such amounts and (b) the sum payable by Customer upon which the deduction or withholding is based will be increased to the extent necessary to ensure that, after such deduction or withholding, Komprise or Komprise’s authorized reseller receives and retains, free from liability for such deduction or withholding, a net amount equal to the amount Komprise would have received and retained absent the required deduction or withholding.
  4. Purchase Orders. If Customer requires the use of a purchase order or purchase order number, Customer (i) must provide the purchase order number at the time of purchase and (ii) agrees that any terms and conditions on a Customer purchase order will expressly not apply to this Agreement and are null and void. If Customer is purchasing through an authorized reseller, any terms and conditions from the authorized reseller or in a purchase order between Customer and the authorized reseller that conflict with the Agreement shall be null and void.
  1. Term & Termination.
  1. Term. This Agreement will remain in effect until Customer’s subscription to the Services expires or terminates, or until the Agreement is terminated.
  2. Termination for Breach. Either Komprise or Customer may terminate this Agreement if: (i) the other party is in material breach of the Agreement and fails to cure that breach within 30 days after receipt of written notice or (ii) the other party ceases its business operations or becomes subject to insolvency proceedings and the proceedings are not dismissed within 90 days.
  3. Effects of Termination. If this Agreement terminates: (i) the rights granted by Komprise to Customer will cease immediately (except as set forth in this section); (ii) Komprise may provide Customer access to its account at then-current fees so that Customer may export its Stored Data; and (iii) after a commercially reasonable period of time, Komprise may delete any Stored Data relating to Customer’s account. Customer will continue to have access to its File Data. The following sections will survive expiration or termination of this Agreement: 2(e) (Third Party Requests), 5 (Intellectual Property Rights), 6 (Fees & Payment), 7(c) (Effects of Termination), 8 (Indemnification), 9 (Disclaimers), 10 (Limitation of Liability), 11 (Confidential Information), 12 (Disputes), and 13 (Miscellaneous).
  1. Indemnification.
  1. By Customer. Customer will indemnify, defend, and hold Komprise and its employees, contractors, directors, and suppliers harmless from and against all liabilities, damages, and costs (including settlement costs and reasonable attorneys’ fees) (collectively “Losses”) arising out of any claim by a third party against Komprise and its affiliates regarding: (i) Customer Data; (ii) Customer’s use of the Services in violation of this Agreement; or (iii) End Users’ use of the Services in violation of this Agreement.
  2. By Komprise. Komprise will indemnify, defend, and hold Customer harmless from and against all Losses arising out of any claim by a third party against Customer to the extent based on an allegation that Komprise’s technology used to provide the Services to the Customer willfully infringes or misappropriates any: U.S.copyright, or patent of the third party. In no event will Komprise have any obligations or liability under this section if the alleged infringement arises out of or is in any manner attributable to: (i) use of any Services in a modified form or in combination with materials not furnished by Komprise;(ii) use for a purpose or manner for which the Services were not designed; (iii) any content, information, or data provided by Customer, End Users, or other third parties; (iv) use of an older version of the Software when use of a new Software revision made available to Customer would have avoided the infringement; (v) any modifications made by Komprise pursuant to Customer’s specific instructions; (vi) any technology owned or licensed by Customer from third parties including Third Party Services.
  3. Possible Infringement. If Komprise believes the Services infringe or may be alleged to infringe a third party’s Intellectual Property Rights, then Komprise at its option may: (i) obtain the right for Customer, at Komprise’s expense, to continue using the Services; (ii) provide a non-infringing functionally equivalent replacement; or (iii) modify the Services so that they no longer infringe. If Komprise does not believe the options described in this section are commercially reasonable then Komprise may suspend or terminate Customer’s use of the affected Services (with a pro-rata refund of prepaid fees for the Services as of the effective date of termination).
  4. THE INDEMNITIES ABOVE ARE KOMPRISE’S SOLE AND EXCLUSIVE LIABILITY AND CUSTOMER’S SOLE AND EXCLUSIVE REMEDY UNDER THIS AGREEMENT FOR ANY THIRD PARTY INFRINGEMENT CLAIMS.
  5. Obligations of the Indemnified Party and Scope. Each party’s indemnification obligation is contingent upon: (a) the indemnitee promptly notifying the indemnitor of the claim and cooperating with the indemnitor in defending the claim; and (b) the indemnitor  having full control and authority over the defense, except that: (i) any settlement requiring indemnitee to admit liability shall require prior written consent of the indemnitee, not to be unreasonably withheld or delayed and (ii) the indemnitee may join in the defense and settlement discussion with its own counsel at its own expense. For the avoidance of doubt, each party’s obligation to indemnify, defend and hold harmless the other party is limited to (a) the defense of the third party claim and (b) the payment of any Losses (i) agreed to by the indemnifying party in a settlement signed by an authorized officer or (ii) finally awarded to the third party claimant by a court of competent jurisdiction.
  1. Disclaimers. THE SERVICES ARE PROVIDED “AS IS.” TO THE FULLEST EXTENT PERMITTED BY LAW, EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, NEITHER KOMPRISE AND ITS AFFILIATES, SUPPLIERS, AND DISTRIBUTORS MAKE ANY WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE, OR NON-INFRINGEMENT.  NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY KOMPRISE, ITS AGENTS, AUTHORIZED RESELLERES OR EMPLOYEES SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF THIS WARRANTY AND CUSTOMER MAYNOT RELY ON ANY SUCH INFORMATION OR ADVICE. KOMPRISE DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN ANY SERVICES OR SOFTWARE WILL MEET THE REQUIREMENTS OF CUSTOMER OR THAT THE OPERATION OFANY SUCH SERVICES OR SOFTWARE WILL BE UNINTERRUPTED OR ERROR FREE. CUSTOMER IS RESPONSIBLE FOR MAINTAINING AND BACKING UP ANY FILE DATA.
  2. Limitation of Liability.
    1. Limitation on Indirect Liability. TO THE FULLEST EXTENT PERMITTED BY LAW, EXCEPT FOR KOMPRISE OR CUSTOMER’S INDEMNIFICATION OBLIGATIONS, NEITHER CUSTOMER NOR KOMPRISE AND ITS AFFILIATES, SUPPLIERS, AND DISTRIBUTORS WILL BE LIABLE UNDER THIS AGREEMENT FOR (I) INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR (II) LOSS OF USE, DATA, BUSINESS, REVENUES, OR PROFITS (IN EACH CASE WHETHER DIRECT OR INDIRECT), EVEN IF THE PARTY KNEW OR SHOULD HAVE KNOWN THAT SUCH DAMAGES WERE POSSIBLE AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
    2. Limitation on Amount of Liability. TO THE FULLEST EXTENT PERMITTED BY LAW, KOMPRISE’S AGGREGATE LIABILITY UNDER THIS AGREEMENT WILL NOT EXCEED THE LESSER OF $100,000 OR THE AMOUNT PAID BY CUSTOMER FOR THE SERVICES HEREUNDER DURING THE TWELVE MONTHS PRIOR TO THE EVENT GIVING RISE TO LIABILITY.
  3. Confidential Information.
    1. Komprise and Customer may disclose to each other certain Confidential Information (defined below).  The party receiving the Confidential Information (the “Receiving Party”) agrees that the Confidential Information is the sole and exclusive property of the party disclosing the Confidential Information (the “Disclosing Party”) and that the Disclosing Party owns all world-wide rights therein under patent, copyright, trade secret, confidential information, or other proprietary rights.  The disclosure of the Confidential Information to the Receiving Party does not confer upon the Receiving Party any license, interest or rights of any kind in or to the Confidential Information.  The Receiving Party shall hold in confidence and will not, directly or indirectly, use, reproduce, distribute, reverse engineer, decompile, transfer, or disclose the Confidential Information or any portion thereof other than as necessary to perform its obligations or exercise its rights under this Agreement.  Notwithstanding the foregoing, the Receiving Party may disclose Confidential Information to its parent company, Affiliates, or major shareholders who are subject to a duty of confidentiality with respect to information received from such party that is no less restrictive than the provisions of this Section.  The Receiving Party shall return to the Disclosing Party all Confidential Information, together with all copies and material relating thereto (a) upon termination or expiration of this Agreement for any reason, or (b) upon request by the Disclosing Party.
    2. Komprise’s and Customer’s obligations with regard to the Confidential Information shall remain in effect during the term of this Agreement and for a period of two (2) years thereafter.  As used herein, “Confidential Information” means non-public information of the Disclosing Party that is disclosed to the Receiving Party pursuant to this Agreement in tangible form and labeled “confidential” or the like, or if disclosed orally, are identified as being confidential at the time of disclosure and are followed up within two (2) weeks in a tangible form that is appropriately labeled. The Services and Documentation shall be deemed the Confidential Information of Komprise, irrespective of whether they are marked or identified as confidential information.  Notwithstanding the foregoing, Confidential Information shall not include any information:  (a) is already known to the Receiving Party at the time of disclosure, which knowledge the Receiving Party shall have the burden of proving; (b) is, or, through no act or failure to act of the Receiving Party, becomes publicly known; (c) is received by the Receiving Party from a third party without restriction on disclosure; (d) is independently developed by the Receiving Party without reference to the Confidential Information of the Disclosing Party; or (e) is approved for release by written authorization of the Disclosing Party.  In addition, a disclosure of Confidential Information (i) in response to a valid order by a court or other governmental body, or (ii) otherwise required by law, shall not be considered to be a breach of this Agreement or a waiver of confidentiality for other purposes; provided, however, that the party disclosing such information shall provide prompt written notice thereof to the other party to enable it to seek a protective order or otherwise prevent such disclosure.
    3. Nothing in this Agreement will, or is intended to, limit Komprise’s ability to develop or enhance its Services in any manner whatsoever, including use of residual knowledge, provided Komprise does not disclose or otherwise use or make available any of Customer’s Confidential Information.
  4. Disputes.
    1. Informal Resolution. Komprise wants to address Customer concerns without resorting to a formal legal case. Before filing a claim, each party agrees to try to resolve the dispute by contacting the other party through the notice procedures in section 13(e). If a dispute is not resolved within 30 days of notice, Customer or Komprise may bring a formal proceeding.
    2. Agreement to Arbitrate. Customer and Komprise agree to resolve any claims relating to this Agreement or the Services through final and binding arbitration with a single arbitrator, except as set forth below. The American Arbitration Association (AAA) will administer the arbitration under its Commercial Arbitration Rules. The arbitration will be held in Santa Clara County, California in the English language. Each party shall bear its own costs and expenses and an equal share of the arbitrators’ and administrative fees of arbitration. The prevailing party shall be entitled to an award of reasonable attorneys’ fees.
    3. Exception to Agreement to Arbitrate. Either party may bring a lawsuit in the federal or state courts of Santa Clara County, California solely for injunctive relief to stop unauthorized use or abuse of the Services or infringement of Intellectual Property Rights without first engaging in the informal dispute notice process described above. Both Customer and Komprise consent to venue and personal jurisdiction there.
    4. NO CLASS ACTIONS. Customer may only resolve disputes with Komprise on an individual basis and will not bring a claim in a class, consolidated, or representative action. Class arbitrations, class actions, private attorney general actions, and consolidation with other arbitrations are not allowed.
  5. Miscellaneous.
    1. Terms Modification. Komprise may revise this Agreement from time to time and the most current version will always be posted on the Komprise Business website. If a revision, in Komprise’s sole discretion, is material, Komprise will notify Customer (by, for example, sending an email to the email address associated with the applicable account). Other revisions may be posted to Komprise’s blog or terms page, and Customer is responsible for checking such postings regularly. By continuing to access or use the Services after revisions become effective, Customer agrees to be bound by the revised Agreement. If Customer does not agree to the revised Agreement terms, Customer may terminate the Services within 30 days of receiving notice of the change.
    2. Entire Agreement. This Agreement, including Customer’s invoice and Quote with Komprise (if applicable), constitutes the entire agreement between Customer and Komprise with respect to the subject matter of this Agreement and supersedes and replaces any prior or contemporaneous understandings and agreements, whether written or oral, with respect to the subject matter of this Agreement. If there is a conflict between the documents that make up this Agreement, the documents will control in the following order: the Komprise invoice, the Komprise Quote, the Agreement.
    3. Governing Law. THE AGREEMENT WILL BE GOVERNED BY CALIFORNIA LAW EXCEPT FOR ITS CONFLICTS OF LAWS PRINCIPLES. The parties specifically exclude from application to this Agreement the United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act.
    4. Severability. Unenforceable provisions will be modified to reflect the parties’ intention and only to the extent necessary to make them enforceable, and the remaining provisions of the Agreement will remain in full effect.
    5. Notice. Notices must be sent via first class, airmail, or overnight courier and are deemed given when received. Notices to Customer may also be sent to the applicable account email address and are deemed given when sent. Notices to Komprise must be sent to Komprise, Inc., 1901 S. Bascom Ave., Suite 400, Campbell, CA 95008, with a copy to the Legal Department.
    6. Waiver. A waiver of any default is not a waiver of any subsequent default.
    7. Assignment. Neither party may assign or transfer this Agreement or any rights or obligations under this Agreement without the other party’s prior written consent (not to be unreasonably withheld); provided however, either party may assign this agreement in its entirety (including Customer’s invoice and Quote(s) with Komprise), without the other party’s consent to its Affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets upon written notice to the other party.   Any other attempt to transfer or assign is void.
    8. No Agency. Komprise and Customer are not legal partners or agents, but are independent contractors.
    9. Force Majeure. Except for payment obligations, neither Komprise nor Customer will be liable for inadequate performance to the extent caused by a condition that was beyond the party’s reasonable control (for example, natural disaster, act of war or terrorism, riot, labor condition, governmental action, and Internet disturbance).
    10. No Third-Party Beneficiaries. There are no third-party beneficiaries to this Agreement. Without limiting this section, a Customer’s End Users are not third-party beneficiaries to Customer’s rights under this Agreement.

Export Restrictions. The Software is subject to applicable U.S. export laws and regulations. Customer must comply with all domestic and international export laws and regulations that apply to the Software and Services. These laws include restrictions on destinations, end users, and end use. The export and re-export of Customer Data via the Services may be controlled by the United States Export Administration Regulations or other applicable export restrictions or embargo. The Services may not be used in Cuba, Iran, North Korea, Sudan, or Syria or any country that is subject to an embargo by the United States and Customer must not use the Services in violation of any export restriction or embargo by the United States or any other applicable jurisdiction. In addition, Customer must ensure that the Services are not provided to persons on the United States Table of Denial Orders, the Entity List, or the List of Specially Designated Nationals. Customer represents and warrants that Customer is not on any of those lists or under the control of or an agent for anyone on those lists or the entities listed above.