THIS CP: COREACHIEVE SOFTWARE AS A SERVICE AGREEMENT ("Agreement") is between CorePartners, Inc., a Maryland corporation with offices located at 6West 3rd Street, Frederick, MD. 21701 USA, ("the Company") and the "Licensee."


1.               TERM AND RENEWAL

The term of this Agreement shall be one month.


1.1            Automatic Renewal. After expiration of the initial term, the term of this Agreement will automatically renew for additional, consecutive 1-month periods unless and until the Company receives notice from the Licensee at least 30 days prior to the expiration date of the then current term. The pricing for the renewal period will be in accordance with section 8.5 of this Agreement.


2.               SERVICE

2.1            Access. Upon Licensee's acceptance of this Agreement by execution and payment of initial fees as defined in the pricing page of the CP:CoreAchieve website, the Company will provide Licensee with login access to the CP:CoreAchieve application ("the Software"), for the term of the Agreement. Company hereby grants Licensee and its affiliates a license to use the Software as provided herein for the term of this Agreement.


2.2            Upgrades. During the term of this Agreement, if the Company upgrades the version of the Software Licensee is using under this Agreement, Licensee will not be charged an upgrade fee. Should the Company offer enhancements or additional optional software modules in the future, Licensee may elect to purchase access to the enhancements or optional software modules for an additional fee; however, Licensee has no obligation to do so.


2.3            REMOVED


2.4            No Title. This Agreement confers no title or ownership in the Software and is not a sale of any rights in the Software. The Software is protected by copyright law and international copyright treaty.


2.5            Restrictions of Use. Licensee agrees to use the Software only for Licensee's and its affiliates' own business. Licensee shall not (i) use the Software to process or permit to be processed the data of any other party other than its affiliates, or (iii) use the Software in the operation of a service bureau.


2.6            Assignment. Licensee shall not assign or otherwise transfer the Software or this Agreement to anyone, including any parent, subsidiaries, affiliated entities or third parties or as part of the sale of any portion of its business, or pursuant to any merger, consolidation or reorganization without the Company's prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed.


3.               SUPPORT

3.1            During the term of this Agreement, the Company agrees to provide Licensee with telephone access to the CorePartners CP:CoreAchieve Help Desk during their normal business hours. After hours support may be available at an additional cost, contact the Company for additional support offerings and cost.


4.               PRIVACY

4.1            Ownership of Data. The Company considers Licensee's data input to and/or calculated or otherwise generated by the Software to be the property of the Licensee. All Licensee data, records, documents and other information ("Customer Information") provided to the Company pursuant to this Agreement shall be treated as confidential and shall not, unless otherwise required by law or court order, be disclosed to any outside party without Licensee's prior written consent. In the event the Company is required by law or court order to disclose any of the Customer Information, the Company will provide the Licensee with prompt written notice so that the Licensee may seek a protective order or other appropriate remedy prior to any such disclosure. The Company shall use Customer Information only for the purpose of performing its obligations under this Agreement and the associated support thereof.


4.2            Analysis and Billing. The Company reserves the right to perform statistical analysis of all CP:CoreAchieve data for the purpose of analysis, aggregate reporting and billing calculation.



5.1            The Company shall use reasonable efforts to ensure that the Software is available 99.5% of each calendar month. The Company will also provide nightly backups of the Customer Information in the unlikely event that emergency recovery is required.

5.2            Error Notification. Licensee agrees to notify the Company promptly if Licensee suspects the Software is unavailable. Licensee agrees to provide reasonable information as requested by the Company, for proper diagnosis/repair. The Company takes no responsibility for Licensee's Internet connectivity or any Licensee related connectivity issues.


5.3            "Scheduled Maintenance" shall mean any maintenance scheduled in the data center at which Licensee's account is hosted. The Company will notify Licensee via email in advance of any Scheduled Maintenance. The notification will include estimated duration of the Scheduled Maintenance. The Company agrees to use reasonable efforts to perform Scheduled Maintenance during historically low use hours based on average use by its customers. The Company is permitted to conduct emergency maintenance on an "as needed" basis.


5.4            Customer Information will be archived based on a rolling 12-month window. Archived Customer Information will be made available to Licensee upon request.


6.               WARRANTY OF TITLE

The Company hereby represents and warrants to Licensee that the Company has the right to grant to Licensee the rights set forth in this Agreement. In the event of any breach or threatened breach of the foregoing representation and warranty, the Company shall, at its option, either: (i) procure, at the Company's expense, the right for Licensee to use the Software, ii) replace the Software or any part thereof that is in breach with Software of comparable functionality that does not cause any breach, or iii) refund to Licensee the full amount of any fees paid by Licensee to the Company.


The Company shall indemnify, defend and hold harmless the Licensee, its affiliates, and its and their respective officers, directors, partners, members, managers, employees and agents, from and against all liabilities, losses, claims, demands, actions, costs and expenses (including reasonable attorneys' fees and litigation costs) which arise or result from the Software infringing any patent, trademark, copyright, trade secret or other proprietary right held by any third party. The foregoing indemnification shall survive any expiration or termination of this Agreement.


7.               EXPORT REQUIREMENTS

Both parties agree not to export or re-export the Software or any copy or adaptation in violation of any applicable laws or regulations.


8.               FEES & PAYMENT

8.1            The total fees payable by Licensee to the Company for the implementation and use of the Software and any other items or services that are to be supplied by the Company in accordance with this Agreement, shall be as set out in the CP:CoreAchieve Website "Pricing Page".


8.2            Payment Terms. Except as otherwise agreed in writing and signed by an authorized officer of both parties, all payments due to the Company shall be due and payable in full within five (5) days of receipt by Licensee of a correct invoice.


8.3            The Company may, at its option and where permissible by law, elect to restrict Licensee's access to the Software for failure to pay any fees associated with the use of the Software that are past due by more than one (1) month.


8.4            Taxes. Licensee shall, in addition to the other amounts payable under this Agreement, pay all sales, use, value added or other taxes, federal, state or otherwise, however designated, which are levied or imposed by reason of the transactions contemplated by this Agreement, excluding taxes based on Company's net income.


8.5            Renewal Pricing. Unless the Company is notified of the intent to cancel, per section 1.1, this Agreement will renew as provided in section 1.1 at the same fee structure. Company has the right to modify the fee structure, with the modification taking effect upon the next renewal.


8.6            Refund Policy. Unless otherwise agreed in writing, all customer payments are non-refundable.


9.               TERMINATION

9.1            Termination-Each party shall have the right to terminate this Agreement and the license granted herein upon the occurrence of any of the following events ("Event of Default")


In the event either party violates any provision of this Agreement and fails to cure such violation as set forth in Section 9.2 below: or

In the event the other party (A) terminates or suspends its business, (B) becomes subject in any bankruptcy or insolvency proceeding under federal or state statute,

(C) becomes insolvent or subject to direct control by a trustee, receiver or similar authority, or (D) has wound up or liquidated voluntarily or otherwise: or in the event Licensee notifies the Company of a performance defect as per Section 10.2.


9.2            Notice and Opportunity to Cure. Upon the occurrence of an Event of Default, a party shall deliver to the defaulting party a Notice of Intent to Terminate that identifies in reasonable detail the Event of Default. If the Event of Default remains uncured for thirty (30) days after delivery of such Notice of Intent to Terminate the non-defaulting party may: (a) terminate this Agreement and the license granted herein by delivering to the defaulting party a Notice of Termination that identifies the effective date of the termination, which date shall not be less than thirty (30) days after the date of delivery of the Notice of Intent to Terminate; and/or (b) pursue any legal remedies it may have under applicable law or principles of equity relating to such Event of Default.


9.3            Access to Customer Information. Upon any expiration or termination of this Agreement, the Company shall allow Licensee to export its Customer Information, and the Company shall make archived Customer Information available to Licensee upon request.



10.1         The Company warrants to Licensee that the Software will perform substantially in accordance with its accompanying documentation for the entire term of this Agreement.


10.2         If the Company receives notice from the Licensee of any defect in the Software, the Company will, at its option and expense, either repair or replace the Software that proves to be defective. If the Company is unable, within ninety (90) days, to correct a defect that Licensee has notified the Company of during the term of this Agreement, Licensee will be entitled to terminate this Agreement upon written notice.


10.3         Warranty does not apply to defects resulting from improper or inadequate installation, maintenance or configuration of the Licensee's own software performed by non-Company employees, unless said employees were retained as contractors or consultants by the Company.


10.4         Any implied warranty of merchantability or fitness for a particular purpose is limited to the duration of the express warranty set forth above.


10.5         To the maximum extent permitted by applicable law, in no event shall the company or its suppliers be liable for any special, incidental, indirect, or consequential damages whatsoever (including, without limitation damages for loss of business profits) arising out of the use of or inability to use the software, even if the company has been advised of the possibility of such damages; provided, however, the foregoing waiver shall not apply to third party claims subject to the indemnification provisions of this agreement. In any case, except for the company's indemnification obligations under this agreement, the company's entire liability under any provision of this agreement shall be limited to the total amount actually paid and payable by licensee for use of the software.



11.1         Governing Law. This Agreement will be governed by and construed in accordance with the laws of the State of Maryland.


11.2         Waiver. The waiver by either party of any default or breach under this Agreement shall not constitute a waiver of any subsequent default or breach of the same or of a different kind.


11.3         Entire Agreement. This Software as a Service Agreement constitutes the entire, final and complete agreement between the parties pertaining to the usage of CP:CoreAchieve Software as a Service Licenses, and it shall not be amended, altered or changed except by Company. This Agreement supersedes any prior oral or written statements, agreements, or representations with respect to the subject matter hereof. In the event of conflict between the provisions of this Agreement and any Schedules attached hereto, the provisions of this Agreement shall control and prevail.


11.4         Severability. In the event that one or more of the provisions of this Agreement shall be found illegal or unenforceable, then such provisions shall be deemed struck and other provisions of this Agreement shall remain in full force and effect.


11.5         Force Majeure: Neither party shall be in default or otherwise liable for any delay in or failure of its performance under this Agreement if such delays or failures arise by any reason beyond its reasonable control, including, but not limited to, any act of God, any acts of the common enemy, the elements, earthquakes, floods, fires, epidemics, riots, or any act or failure to act by another party. The parties will promptly inform and consult with each other as to any of the above causes, which in their judgment may or could be the cause of a delay in the performance of this Agreement.


11.6         Arbitration: The parties shall settle any controversy arising out of this Agreement by arbitration in accordance with the rules of the American Arbitration Association. A single arbitrator shall be agreed upon by the parties or, if the parties cannot agree upon an arbitrator within thirty (30) days, then the parties agree that a single arbitrator shall be appointed by the American Arbitration Association. The arbitrator may award attorneys' fees and cost as part of the award. The award of the arbitrator shall be binding and may be entered as a judgment in a court of competent jurisdiction.


11.7         Choice of Law, Venue, and Jurisdiction: This Agreement shall be deemed to have been made and shall be construed in accordance with the laws of the State of Maryland. Any and all suits or actions to enforce or for breach of the Agreement may be, at Company's option, instituted and maintained in Frederick County, State of Maryland, and Licensee expressly agrees to submit to personal jurisdiction in such venue.


11.8         Notices: All notices under this Agreement shall be in writing and shall be delivered by (i) depositing the notice in the mail, using registered mail, return receipt requested, addressed to the address below or to any other address as the party may designate by providing notice, (ii) faxing the notice by using the facsimile number set forth below or any other facsimile number as the party may designate by providing notice, (iii) overnight delivery service addressed to the address below or to any other address as the party may designate by providing notice , or (iv) hand delivery to the individual designated below or to any other individual as the party may designate by providing notice. The notice shall be deemed delivered (i) if by registered mail, four (4) days after the notice's deposit in mail, (ii) if by facsimile on the date the notice is faxed, (iii) if by overnight delivery service, on the day of delivery by the delivery service, and (iv) if by hand delivery, on the date of hand delivery.


COMPANY: CorePartners, Inc.

6West 3rd Street,

Frederick, MD. 21701


Attention: Peter Oykhman

Facsimile No: 301-695-6348


11.9         Counterparts, This Agreement may be executed in one or more counterparts, each of which shall be deemed on original and all of which shall constitute one and the same instrument. Clicking the "I Accept" button on the CP:CoreAchieve "Terms and Conditions" page shall be effective and binding on this Agreement and shall be treated the same as original signatures on original documents.


Revision 09102020