1. Acceptance of Terms. These Terms of Service (“Terms“ or “Agreement“) for Culpepper Compensation Surveys governs your organization's (together with all of your organization's Authorized Licensed Users, employees, representatives, and agents, “Licensee“) use of Culpepper and Associates, Inc.'s (“Culpepper“) Compensation Survey platform, website, data, reports, materials, online tools, and related survey data services (“Culpepper Survey Data“).

By accessing, downloading, installing, registering for, subscribing for, renewing a subscription for, using Culpepper Survey Data, or by clicking to log in, accept, or agree to these Terms of Service when this option is made available to Licensee, Licensee: (i) acknowledges that Licensee has read and understands these Terms; (ii) accepts and agrees to be bound by these Terms in its entirety; (iii) is entering into a legally binding agreement with us; and (iv) acknowledges that, except as otherwise expressly provided, this Agreement is solely between Licensee and Culpepper. If Licensee does not agree to all terms of this Agreement, Licensee shall not use Culpepper Survey Data.

If you registered for a Trial Subscription License (“Trial“), the applicable provisions of these Terms of Service also govern the Trial.

2. Authorized Usage and Limitations on Use of Culpepper Survey Data.

2.1. Only Authorized for Internal Benchmarking of Licensee's Business.

(a) Culpepper Survey Data is for Licensee's non-commercial use consistent with this Agreement only. Licensee is only authorized to access and use Culpepper Survey Data for the internal benchmarking of Licensee's employees and compensation programs. Licensee is only authorized to access and use Culpepper Survey Data for jobs, geographic locations, data cuts, and outputs relevant to Licensee's business.

(b) Licensee is not authorized to package, incorporate, aggregate, or use Culpepper Survey Data as part of any commercial or non-commercial product or service offering to third parties and may not utilize Culpepper Survey Data for any efforts, activities, deliverables, or services outside of Licensee's internal business operations.

(c) All Licensee's employees, contractors, consultants, vendors/suppliers, and other third parties who access or view Culpepper Survey Data are bound by the terms of this Agreement.

(d) Culpepper reserves the right to temporarily or permanently suspend, revoke, or terminate access to Culpepper Survey Data for unauthorized usage by any Licensee employee, contractor, consultant, vendor/supplier, or third party.

2.2. Use of Culpepper Survey Data by Internal Employees. Licensee may designate one or more employees (“Authorized Licensed Users“) to access Culpepper Survey Data. Licensee is responsible for ensuring that all of its Authorized Licensed Users are aware of and comply with all terms of this Agreement. Each Authorized Licensed User will have a unique online User Name and Password (“Login Information“).

2.3. Use of Culpepper Survey Data by Third-Party Consultants. Non-employee, third-party consultants are not authorized to access or use Culpepper Survey Data until Culpepper has received and approved a third-party authorization form from the Licensee and Consultant.

3. Participation Data Submission Requirements and Participation Deadline Date. Participation is required in Culpepper Compensation Surveys. Licensee agrees to provide Culpepper by the date Licensee selects on the online subscription order form ("Participation Deadline Date"), valid and complete compensation data for all employees matching jobs covered in each survey, location, and country included in subscription license ("Participation Data Submission Requirements").

Culpepper reserves the right in its sole discretion to revoke online access to Culpepper Survey Data if Licensee fails to complete Participation Data Submission Requirements or misses a Participation Deadline Date. Annual participation is required for multi-year subscriptions and single-year subscriptions renewing annually. If these Terms lapse or twelve (12) months or more have passed since Culpepper received Licensee's most recent data submission, access to Culpepper Survey Data may be suspended or terminated at Culpepper's sole discretion and Participation Data Submission Requirements must be completed before access will be reinstated.

To the extent that Culpepper receives personal information (as defined in the California Consumer Privacy Act of 2018 ("CCPA")) or personal data (as defined in the European Union General Data Protection Regulation ("EU GDPR") or United Kingdom's General Data Protection Regulation ("UK GDPR"), as applicable) (collectively "Personal Information") from Licensee in connection with fulfilling its obligations under this Paragraph 3, Culpepper shall use such Personal Information only in compliance with the applicable provisions of CCPA, EU GDPR, and UK GDPR.

The Data Processing Addendum ("DPA") sets forth the parties’ agreement and respective obligations with respect to the processing of Personal Information that may be included in data submitted by Licensee in connection with fulfilling its obligations under this Paragraph 3. The DPA is hereby incorporated by reference into these Terms. By receiving or accepting Personal Information from Licensee, Culpepper undertakes no, and hereby disclaims all, responsibility or obligations of Licensee with respect to that Personal Information except those expressly stated in these Terms (including the DPA), CCPA, EU GDPR, or UK GDPR, each to the extent applicable.

Licensee represents and warrants that all information and data Licensee submits to Culpepper to fulfill Licensee's Participation Data Submission Requirements are true, accurate, current, and complete and permit Culpepper to use such information and data in connection with and incorporate it into the Culpepper Survey Data in accordance with these Terms and applicable law. For the avoidance of doubt, and notwithstanding anything to the contrary herein, Licensee will retain all right, title, and interest in and to Licensee's individual data in the form provided to Culpepper in connection with this Agreement (including in accordance with this Paragraph 3). Notwithstanding Licensee's ownership of such data in the form provided to Culpepper, the incorporation of such data into the Culpepper Survey Data shall not entitle Licensee to any incidence of ownership in any part of Culpepper Survey Data and Licensee shall not claim any incidence of ownership in any part of Culpepper Survey Data by virtue of the incorporation of such data into the Culpepper Survey Data. Culpepper may include Licensee's name and logo in lists of Culpepper Survey participants and clients.

4. Mutual Confidentiality.

4.1. Confidentiality of Licensee's Data. Culpepper agrees to keep Licensee's individual (non-aggregated) company data and any Personal Information in strictest confidence. Culpepper will not disclose, divulge, distribute, publish, transmit or transfer Licensee's data or Personal Information to any third party except as permitted by this Agreement. Notwithstanding any current or future agreement between the parties with respect to confidentiality and non-disclosure to the contrary, any and all data provided by Licensee to fulfill its obligations under Paragraph 3 will be published only in aggregate form and otherwise displayed or released by Culpepper in a manner that would reasonably be expected to prevent the determination of a specific Licensee's pay levels or practices.

4.2. Confidentiality and Ownership of Culpepper Survey Data. Licensee acknowledges and agrees that all right, title, and interest in and to all information provided by Culpepper under this Agreement (including, without limitation, Culpepper Survey Data), of any kind, including copyright, intellectual property, and otherwise, as well as any modifications or improvements made thereto by either Licensee or Culpepper are subject to applicable copyright laws and are owned by and will remain owned by Culpepper. Neither this Agreement, nor any act, omission, or statement by Culpepper or Licensee, conveys any ownership right in the Culpepper Survey Data, including all intellectual property rights therein, or to any element or portion thereof, or other materials provided by or on behalf of Culpepper under this Agreement. Licensee shall make no act or omission that could reasonably be expected to infringe or otherwise violate Culpepper's intellectual property rights related to the Culpepper Survey Data. If Licensee acquires any rights in the Culpepper Survey Data by operation of law or otherwise, Licensee hereby irrevocably assigns such rights to Culpepper without further action by either party. Licensee agrees not to dispute, challenge, or assist any person or entity in disputing or challenging Culpepper's rights in and to the Culpepper Survey Data. Licensee acknowledges and agrees that Culpepper Survey Data and other information related thereto or disclosed or delivered to Licensee in relation to this Agreement represents Culpepper's confidential and proprietary information. Licensee agrees to keep Culpepper Survey Data confidential by exercising the necessary care required to prevent its disclosure. Without limiting the foregoing, Licensee will not disclose, divulge, distribute, publish, transmit, or transfer Culpepper Survey Data to any third party or use Culpepper Survey Data for any purpose whatsoever other than as expressly authorized by this Agreement.

5. Grant of Subscription License and Term. Culpepper grants subscribing organization a non-exclusive, non-transferable, non-sublicensable license solely to access and use Culpepper Survey Data in accordance with the terms and conditions of these Terms for a period of the subscription term (the “Subscription License Term“) Licensee selected on the online subscription order form and for which: (a) in the case of a one-year Subscription License Term or pre-paid multi-year Subscription License Term, payment in full for the entire Subscription License Term has been received by Culpepper; or (b) in the case of an annual-pay multi-year Subscription License Term, payment in full for the initial year of the Subscription License Term has been received by Culpepper.

5.1. Subscription License Term for New Subscribers. The Subscription License Term for a new subscription (i.e., not a renewal of an in-force subscription in good standing) begins on the day after all the following conditions have been met: (a) Licensee completes the online subscription order form, (b) Licensee completed online subscription order form is approved by Culpepper, and (c) Culpepper has received payment for the subscribed Culpepper Survey Data in accordance with Paragraph 5. One-year Subscription License Terms and annual-pay multi-year Subscription License Terms where invoices are not timely paid do not automatically renew.

5.2. Subscription License Term and Pricing for Non-Lapsing Renewals. Licensees that (a) successfully complete Participation Data Submission Requirements by Participation Deadline Date and (b) complete the requirements for a renewal Subscription License Term, including payment in full in accordance with Paragraph 5, prior to the expiration of the prior Subscription License Term are eligible to renew subscription license at a discounted rate equal to last year's price of the renewed solution. The Subscription License Term for a non-lapsing renewal subscription begins on the day after the previous term expires. Solutions that are discontinued or no longer sold to new survey clients are excluded and not eligible for special discounted renewal prices under Paragraph 5.2.

5.3. Subscription License Term and Pricing for Expired Renewals. If either or both conditions in Paragraph 5.2 are not met, the Subscription License Term for an expired, non-contiguous subscription begins on the day after the following conditions have been met: (a) Licensee completes the online subscription order form, (b) Licensee completed online subscription order form is approved by Culpepper, and (c) Culpepper has received payment in full for the subscribed Culpepper Survey Data. Licensees that fail to meet either or both conditions in Paragraph 5.2 are not eligible for special discounted renewal prices and are required to pay the non-discounted price.

5.4. Subscription License Term and Pricing for Add-Ons and Upgrades. Additional Culpepper Survey Data may be purchased before the end of a Subscription License Term. Individual Culpepper Survey Data services added during a Subscription License Term will expire with the Subscription License Term. Upgrades to Culpepper Survey Data solution during a Subscription License Term are eligible for a credit equal to the fees already paid by Licensee for the current Subscription License Term and Licensee will pay the remaining balance of the standard price for upgraded solution (subject to multi-year discount, as applicable). Fees for individual Culpepper Survey Data services added during a Subscription License Term are not prorated.

5.5. Annual-Pay Multi-Year Subscription License Term Payment Provisions. For each year of an annual-pay multi-year Subscription License Term, Licensee shall pay the annual fee in the amount set forth on the online subscription order form completed at subscription (or, if not set forth on the online subscription order form, as published by Culpepper at the time of completion) not later than the anniversary of the annual-pay multi-year Subscription License Term (each an “Anniversary Date“). If payment in full of the annual fee is not received by Culpepper on or before the Anniversary Date, access to Culpepper Survey Data may be suspended or terminated at Culpepper's sole discretion and will be reinstated (without extension of the Subscription License Term) only after payment in full of the annual fee is received by Culpepper prior to sixty (60) days after the Anniversary Date.

6. Access to Culpepper Survey Data. Licensee will not have access to any Culpepper Survey Data until Culpepper has received payment in full for the subscribed Culpepper Survey Data. Licensee will not have access to Culpepper Survey Data for countries outside of the country where Licensee is located until Participation Data Submission Requirements have been completed.

6.1. Registration. In addition to the foregoing requirements, each Authorized Licensed User must register to access Culpepper Survey Data. During registration Licensee may be required to provide various information, including Licensee's company name, Licensee's full name, Licensee's title, email address, phone number, and Login Information. Licensee may not impersonate another person in registering.

6.2. Account Security. Licensee assumes all responsibility for Licensee's use of and access to Culpepper Survey Data. Licensee acknowledges and agrees that Licensee is solely responsible for protecting Licensee's password and other personal information and for the consequences of not protecting such data. Access to Culpepper Survey Data and certain online transactions may involve the use of identification numbers, Login Information, or other individualized nonpublic information (“Private Documentation“). Licensee shall use best efforts to prevent unauthorized use of Culpepper Survey Data, Licensee's account, or any Private Documentation and shall promptly report to Culpepper any suspected unauthorized use or breach of security. Licensee shall be responsible for any unauthorized use of Licensee's account or Login Information until we receive written notice of a breach of security and a request to block further access for such numbers and passwords.

6.3. Information Licensee Submits. Licensee represents and warrants that all information Licensee submits to Culpepper is true, accurate, current, and complete and that Licensee will promptly update Licensee's account if Licensee's information changes. It is Licensee's responsibility to keep Licensee's account and profile information accurate and updated. We are not responsible for any disputes or claims related to any inaccurate, incomplete, or untimely information provided by Licensee to Culpepper. The account Licensee creates, and any related profile is owned by Culpepper. With regard to Licensee's account, Licensee agrees to: (i) keep Licensee's Login Information secure and confidential; (ii) not permit others to use Licensee's account; (iii) not use the accounts of others; (iv) not transfer Licensee's account to another party; and (v) notify us of any actual or suspected unauthorized use of Licensee's account.

6.4. Internet/Network Access and Devices. Licensee is responsible for obtaining the internet and data network access necessary to use the Culpepper Survey Data. Licensee's mobile network's data and messaging rates and fees may apply if Licensee accesses or uses the Culpepper Survey Data from a mobile device. Licensee is responsible for acquiring and updating compatible hardware or devices necessary to access and use the Culpepper Survey Data. Culpepper does not guarantee that the Survey, or any portion thereof, will function on any particular hardware or devices. In addition, the Culpepper Survey Data may be subject to malfunctions and delays inherent in the use of the internet and electronic communications.

7. Expiration; Termination.

7.1. Expiration. This Agreement shall automatically expire without the necessity of further action by either party as of the expiration of the Subscription License Term.

7.2. Early Termination. Either party may terminate these Terms and the underlying subscription if the other party materially breaches its obligations hereunder and such breach, if capable of cure, remains uncured for thirty (30) days following written notice to the breaching party. If the breach is cured within thirty (30) days, the Subscription License Term will continue. With respect to annual-pay multi-year Subscription License Terms, Culpepper may terminate these Terms and the underlying subscription immediately and without notice if Licensee fails to pay in full the annual fee when due and such failure continues for sixty (60) days after the Anniversary Date.

7.3. Effect of Expiration or Termination. Upon the expiration or earlier termination of these Terms, Licensee's access to the Culpepper Survey Data will also terminate.Only if Licensee terminates these Terms for an uncured breach committed by Culpepper will Culpepper refund a prorated portion of subscription fees for the current Subscription License Term. If Culpepper terminates these Terms for Licensee's failure to pay the annual fee for its annual-pay multi-year Subscription License Term or other uncured breach prior to the end of that Subscription License Term, Licensee shall be obligated to pay to Culpepper a termination fee in the amount of ninety percent (90%) of the total unpaid annual fees remaining on the Subscription License Term (the “Early Termination Fee“). Culpepper shall invoice Licensee for the Early Termination Fee, and Licensee shall pay the Early Termination Fee in accordance with the terms of Culpepper's invoice. Licensee shall reimburse Culpepper for all costs incurred by Culpepper in collecting any late annual fees or Early Termination Fee, including attorneys' fees, court costs, and collection agency fees.

8. Consulting Service Add-on. Licensee may have the opportunity to purchase a block of hours of consulting services to be provided to Licensee by or on behalf of Culpepper (“Consulting Service“) as an add-on to its new or active subscription license to Culpepper Survey Data. If Licensee elects to purchase such Consulting Service, the provisions of Paragraph 8, along with Paragraphs 4, 7.1, 7.2, and 9 - 21 (references in these Paragraphs to Culpepper Survey Data shall be deemed to include the Consulting Service) shall apply to the Consulting Service, and if there are any inconsistencies between the provisions of Paragraph 8 and any other Paragraph in this Agreement, the provisions of Paragraph 8 shall control.

8.1. Licensee may purchase the Consulting Service with its initial subscription to Culpepper Survey Data or at any time during Licensee's Subscription License Term by making the election for a block of hours of Consulting Service when presented and by paying the applicable fees. The available hour blocks and rates are available on the Culpepper website and through Licensee's account for Culpepper Survey Data. By making such election, when presented, Licensee agrees to be bound by the terms hereof.

8.2. Fees for the Consulting Service are due immediately upon purchase, and Culpepper shall not be obligated to provide any Consulting Service until the fees are paid in full.

8.3. The scope of the Consulting Service shall be agreed in writing between Licensee and Culpepper. Culpepper shall in no event be obligated to provide Consulting Service outside of the agreed scope or expertise of services delivered in the ordinary course of its business. Consulting Service shall be provided remotely unless Culpepper agrees in writing to provide some or all Consulting Service at Licensee's site or other non-Culpepper locations, which may be subject to additional fees.

8.4. Licensee shall cooperate with Culpepper in all matters relating to Culpepper's delivery of the Consulting Service for the purchased block of hours. Culpepper shall not be in breach or default of its obligations under this Paragraph 8 or otherwise liable to Licensee to the extent arising in part or in whole, directly or indirectly from Licensee's failure to cooperate or any delay or interference with, or prevention, suspension or stoppage of, Culpepper's obligations hereunder, including performance of Consulting Service, caused by the acts (including any instruction) or omissions (including the failure to timely provide instruction or information) of Licensee or its agents, subcontractors, consultants or employees.

8.5. Unused hours (or parts thereof) of Consulting Service expire at the earlier of twelve (12) months from the date fees are paid for such hours and the expiration or earlier termination of the Subscription License Term (including any renewal thereof without lapse) during which the hours were purchased by Licensee. Thereafter, Culpepper shall not be obligated to provide any Consulting Service for such expired hours (or parts thereof), shall have no further obligations under this Paragraph 8, and no refunds are available on such expired hours (or parts thereof).

8.6. If Culpepper and Licensee enter into a Master Agreement for Consulting Services or similar agreement during the time a block of hours for Consulting Service is active, then such agreement shall have no effect on the Consulting Service except as otherwise expressly set forth in such agreement.

8.7. Culpepper and the Client acknowledge that close working relationships are often necessary to carry out Consulting Services. During the term of any Consulting Service and for a period of twenty-four (24) months after the termination of the Consulting Service, for whatever reason, without obtaining prior written consent of the other party, neither party shall: (1) directly or indirectly, hire or solicit, or attempt to hire or solicit, for employment or engagement as an independent contractor, or otherwise induce, influence or encourage, or attempt to otherwise induce, influence or encourage, to terminate employment with the other party, any employee of the other party who is involved in the delivery or receipt of Consulting Service; or (2) directly or indirectly, engage in any of the foregoing restricted activities on behalf of any third party (be it an individual person or entity), or provide assistance to any third party (be it an individual person or entity) to engage in any of the foregoing restricted activities which, if carried out by itself would violate this Paragraph 8.7. A general advertisement or notice of a job listing or opening or other similar general publication of a job search or availability to fill employment positions, including on the internet, shall not be construed as a solicitation or inducement for the purposes of this Paragraph 8.7.

9. Assignment. Licensee shall not assign any of its rights or delegate any of its obligations under this Agreement without the prior written consent of Culpepper, which, in the case of a change in control or sale of substantially all the assets of Licensee, shall not be unreasonably withheld or delayed. Any purported assignment or delegation in violation of this Paragraph is null and void. Culpepper may freely assign or otherwise transfer any of its rights or delegate any of its obligations under this Agreement. This Agreement is binding upon and inures to the benefit of the parties hereto and their respective permitted successors and assigns.

10. No Third-Party Beneficiaries. This Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns, and nothing herein, express or implied, is intended to or will confer upon any third party any legal or equitable right, benefit, or remedy of any nature whatsoever, under or by reason of this Agreement.

11. No Agency Relationship. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture, or other form of joint enterprise, employment, or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever.

12. Disclaimer of Warranties. Licensee's use of the Culpepper Survey Data is at Licensee's own risk. The Culpepper Survey Data is provided on an “as is“ and “as available“ basis, without any warranties of any kind, either express or implied. Neither Culpepper nor any person associated with Culpepper makes any warranty or representation with respect to the completeness, security, reliability, quality, accuracy, or availability of the Culpepper Survey Data. Without limiting the foregoing, neither Culpepper nor anyone associated with Culpepper represents or warrants that the Culpepper Survey Data will be accurate, reliable, error-free, or uninterrupted, that defects will be corrected, that our site or the server that makes the Culpepper Survey Data available are free of viruses or other harmful components, or that the Culpepper Survey Data will otherwise meet Licensee's needs or expectations. To the fullest extent provided by law, Culpepper hereby disclaims all warranties of any kind, whether express or implied, statutory, or otherwise, including but not limited to any warranties of merchantability, non-infringement, and fitness for a particular purpose. The foregoing does not affect any warranties that cannot be excluded or limited under applicable law.

13. Limitation of Liability. Except for a breach of the confidentiality obligations governing licensee's use of Culpepper's confidential information, including but not limited to Culpepper Survey Data, (a) to the fullest extent permitted by law, in no event shall either party be liable for any indirect, punitive, special, incidental or consequential damages (including loss of profits, use, data, or other economic advantage) under any cause of action arising out of or relating to this Agreement, including, without limitation, any claims based on a breach of this Agreement, even if advised of the possibility of such damages, and (b) each party's maximum liability arising out of or in connection with this Agreement will not exceed the amount paid by Licensee to Culpepper for the Culpepper Survey Data during the single Subscription License Term that is the subject of the underlying action or for the consulting service during the single Subscription License Term that is the subject of the underlying action, as applicable.

14. Injunctive Relief. Licensee acknowledges that a breach by it, including but not limited to its misuse or misappropriation of Culpepper Survey Data in violation of this Agreement, will likely cause Culpepper and its clients irreparable harm, the amount of which may be difficult to ascertain. Therefore, Licensee agrees that, in the event of such breach, Culpepper will be entitled to seek equitable relief, including a restraining order, injunctive relief, specific performance, and any other relief that may be available from any court of competent jurisdiction, in addition to any other remedy to which Culpepper may be entitled at law or in equity. Such remedies are not exclusive but are in addition to all other remedies available at law or in equity, subject to any express exclusions or limitations in this Agreement to the contrary.

15. Governing Law; Venue. The laws of the State of Georgia (United States) will govern this Agreement without reference to its choice-of-law provisions. Either party shall institute any legal suit, action, or proceeding arising out of or relating to this Agreement in the federal or state courts in each case located in Atlanta, Georgia, and each party irrevocably submits to the exclusive jurisdiction of such courts in any legal suit, action, or proceeding.

16. Severability. If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability will not affect the enforceability of any other term or provision of this Agreement, or invalidate or render unenforceable such term or provision in any other jurisdiction.

17. Survival. Any right or obligation of the parties in this Agreement which, by its nature, should survive termination or expiration of this Agreement, will survive any such termination or expiration of this Agreement.

18. Waiver. No waiver by any party of any of the provisions hereof will be effective unless explicitly set forth in writing and signed by the party so waiving. Except as otherwise set forth in this Agreement, no failure to exercise, or delay in exercising, any right, remedy, power, or privilege arising from this Agreement will operate or be construed as a waiver thereof; nor will any single or partial exercise of any right, remedy, power, or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.

19. Entire Agreement. This Agreement, including notes and details provided in the Subscription License order form, along with any and all Licensed User agreements, which have or may be executed on behalf of the Licensee, (i) constitutes the complete understanding and entire agreement between Culpepper and Licensee and supersedes all previous written or oral contracts, agreements and representations, and (ii) shall, in no event, be considered an exhibit, schedule, statement of work, or appendix to any other agreement between Culpepper and Licensee.

20. Amendment and Modifications. We may revise and update this Agreement from time to time at our sole discretion. Except as set forth below, all changes are effective prospectively from the date posted and will apply only to Terms beginning after the date posted.

21. Force Majeure. No Party shall be liable or responsible to the other Party, nor be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement (except for any obligations to make payments to the other Party hereunder), when and to the extent such failure or delay is caused by or results from acts beyond the affected Party's reasonable control, including, without limitation: acts of God; flood, fire or explosion; war, invasion, riot or other civil unrest; actions, embargoes or blockades in effect on or after the date of this Agreement; national, regional, or local emergency; medical pandemic; strikes, labor stoppages or slowdowns or other industrial disturbances; shortage of adequate power or telecommunications or transportation facilities; or any other event which is beyond the reasonable control of such Party (each of the foregoing, a “Force Majeure Event“). A Party whose performance is affected by a Force Majeure Event shall give notice to the other Party, stating the period of time the occurrence is expected to continue and shall use diligent efforts to end the failure or delay and minimize the effects of such Force Majeure Event.

This Agreement was last updated on October 31, 2023. It is effective between Licensee and Culpepper as of the date Licensee accepted this Agreement.