VERSION: SEPTERMEBER 25, 2021 1

KOR UNIVERSAL SERVICES AGREEMENT

This KOR Universal Services Agreement (this “USA”) is made by and between KOR Financial, Inc., a 

Delaware corporation (“KOR”) and ________________, a(n) _________________ (“Client”).

Background

Whereas, KOR and Client wish to enter into this USA whereunder KOR provides Client with certain 

Services, as described below.

NOW THEREFORE, in consideration of the above premise and other good and valuable consideration, 

the receipt and sufficiency of which are hereby acknowledged, KOR and Client (each, a “Party,” and 

collectively, the “Parties”) hereby agree as follows:

Terms and Conditions

1. DEFINITIONS

“Administrative User” means a User authorized by Client to change any Client’s User profile, rights, 

role or configuration or other Client entity level information that affects Client’s interaction with and 

use of any KOR SaaS Services. 

“Affiliate” means any Person that, directly or indirectly, controls, is controlled by, or is under common 

control with, a specified Person. 

“Client Data” means any and all information, data, files, records and other materials, including 

Personal Information, as Users input, upload and/or transmit via the KOR SaaS Services.

“Client Materials” means any and all Client Data, all Client Technology, all information Client provides 

to KOR regarding Users, and all other information, data and materials made available to KOR or 

Personnel by Client or any Users in relation to any Services or otherwise in connection with this USA.

“Client Technology” means all software, hardware, systems, networks, or other technology of Client 

or any of its Affiliates or Users, including such technology utilized thereby to access any Services. For 

the avoidance of any doubt, Client Technology does not include any Services or Documentation 

provided by KOR.

“Contractor” means an independent contractor or subcontractor of Client engaged by, and acting for 

the benefit of, Client.

“Control,” “controls” and “controlled,” as used in the definition of Affiliate above, mean the 

possession, directly or indirectly, of more than fifty percent (50%) of the equity interests of another 

Person or the power otherwise to direct or cause the direction of the management and policies of 

such other Person, whether through ownership of voting securities, by contract, or otherwise.

“Data Protection Laws” means Laws relating to the use, protection, privacy, and/or security of 

Personal Information.

“Documentation” means any and all (i) user guides, technical documents, specifications and other 

documentation relating to the KOR SaaS Services or other Services, as KOR may, in its discretion, make 

available to Client from time to time, in electronic form via the KOR User Portal or otherwise, but 

excluding any sales or marketing materials or other materials on www.korfinancial.com which are not 

password-protected, and (ii) Modifications thereto as KOR may, in its discretion, make available from 

time to time under this USA. 
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“Governmental Authority” means any governmental, regulatory or self-regulatory authority, 

organization, agency, court, tribunal, arbitral body, or commission, or any other similar body or 

organization exercising governmental or quasi-governmental power or authority.

“KOR SaaS Services” means hosting of the KOR System and delivery thereof as a service.

“KOR System” means any and all (i) websites, interfaces, software, downloadable applications, 

administrative tools and other systems described in the applicable Addendum, and any and all 

Modifications thereto as KOR may, in its discretion, make available to Client from time to time under 

this USA, together with (ii) Documentation relating thereto.

“KOR Technology” means the KOR System and all other hardware, software, platforms, user 

interfaces, and/or communication mechanisms used by or on behalf of KOR in connection with the 

Services.

“KOR User Portal” means a password-protected portion of KOR’s website located at 

www.korfinanical.com or such other website as KOR may specify from time to time.

“Laws” means all laws of any jurisdiction and any other regulation, ordinance, order, decree or rule 

having the force of law, whether in existence as of the Effective Date or promulgated thereafter, as 

amended or superseded. 

“Malicious Code” means any computer virus, Trojan horse, worm, ransomware, malware, time bomb, 

or other similar code or hardware component designed to disable, damage or disrupt the operation 

of, permit unauthorized access to, erase, destroy or modify any software, hardware, network or other 

technology.

“Modifications” means modifications, enhancements, bug fixes, upgrades, updates, new versions and 

replacements to or of, and derivative works based on, a specified product or service.

“Person” means an individual or a partnership, corporation, limited liability company, trust, joint 

venture, association, unincorporated organization, government agency or political subdivision 

thereof, or other entity. 

“Personal Information” means any personal data that relates to an identified or identifiable individual, 

as defined under applicable Data Protection Law.

“User” shall have the meaning set forth in the applicable Addendum or in any rulebook referenced by 

such Addendum, or, if no such definition is provided therein, shall mean any employee or Contractor 

of Client authorized by Client to utilize any Services. 

2. SERVICES

(a) Services. KOR shall use commercially reasonable efforts to perform those services set 

forth in one or more separately executed addenda to this USA (each, an “Addendum”), 

each of which shall describe the specific KOR SaaS Services and implementation, training, 

support and maintenance, and/or other services (if any) to be provided by KOR 

thereunder (collectively, “Services”) and related subject matter, including the fees for 

such Services (collectively, “Fees”). Each Addendum agreed to and executed by an 

authorized representative of each Party is incorporated into, and subject to the terms 

and conditions of, this USA. 

(b) Grant of Access. Subject to the terms and conditions of this USA, KOR hereby grants to 

Client a non-exclusive, non-transferable, non-sublicensable, revocable right and license 

(i) to permit Users to access and use the KOR SaaS Services, solely (a) for Client’s internal 

business purposes or as otherwise expressly provided in the applicable Addendum, (b) 

via such passwords, user IDs and/or other access methods as KOR may prescribe from 

time to time (collectively, “Access Methods”), and (c) in compliance with the KOR 

Acceptable Use Policy available via the KOR User Portal and any and all other written KOR 
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policies provided to Client, as such policies may be updated by KOR from time to time 

(collectively, the “AUP”); and (ii) to use any other Services provided under the applicable 

Addendum. 

(c) Subcontractors. KOR may from time to time subcontract the performance of any or all 

Services to KOR Affiliates or third parties; provided that KOR shall be and remain 

responsible for compliance by any such subcontractors with all applicable terms and 

conditions of this USA. 

(d) Modification and Discontinuance of KOR SaaS Services’ Features or Functionality. 

Notwithstanding any other provision of this USA, Client acknowledges and agrees that 

KOR may from time to time, in its sole discretion and with or without notice to Client, 

modify and/or discontinue any features or functionality of the KOR SaaS Services. KOR 

shall provide Client reasonable prior written notice of any such modification or 

discontinuance it deems likely to materially adversely affect Client’s use of the KOR SaaS 

Services in any material respect. Utilization of the KOR SaaS Services following the 

implementation of any modified KOR SaaS Services shall constitute Client’s acceptance 

thereof. 

(e) Suspension. Without prejudice to any other rights or remedies of KOR, KOR may, in its 

sole discretion, restrict, suspend or terminate access and use of the KOR SaaS Services by 

any or all Users in the event of any violation by any User of the AUP or if KOR reasonably 

believes continued use thereby threatens the integrity or security of the KOR SaaS 

Services or violates, or is reasonably likely to violate, the rights of any Person or applicable 

Laws. To the extent reasonably practicable and not prohibited by applicable Laws, KOR 

will provide advance notice to Client of any such suspension. KOR will promptly reinstate 

Client’s access and use if and when the issue triggering the suspension has been resolved. 

KOR may terminate a User’s access to the System if User has no activity for a period of 

365 or more consecutive days on behalf of Client.

(f) Trial Services. If Client is using a free trial, a proof of concept version of KOR SaaS 

Services, or a beta version of the KOR SaaS Services (collectively, “Trial Services”), KOR 

makes such Trial Services available to Client until the earlier of: (i) the end of the free trial 

or proof of concept period or beta testing period as communicated by KOR or as set forth 

in the applicable Addendum; and (ii) KOR making available to Client any purchased 

version of such KOR SaaS Services (“Trial Services Period”). Notwithstanding the 

provisions of Section 2(b) above, during the Trial Services Period, Client may use the Trial 

Services solely for Client’s internal business purposes and solely for purposes of 

evaluating the KOR SaaS Services, in accordance with and subject to the terms and 

conditions of this USA. Any and all data Client enters into the Trial Services and any 

configurations made to the Trial Services by or for Client during the Trial Services Period 

will be permanently lost unless Client: (A) has purchased a subscription to the same KOR 

SaaS Services as covered by the Trial Services and the applicable Addendum provides for 

retention of such Client Data; or (B) exports such data or configurations before the end 

of the Trial Services Period. NOTWITHSTANDING ANY PROVISION OF THIS USA TO THE 

CONTRARY, (X) KOR PROVIDES THE TRIAL SERVICES SOLELY ON AN “AS IS” AND “AS 

AVAILABLE” BASIS WITHOUT ANY WARRANTIES OR REPRESENTATIONS OF ANY KIND, 

EXPRESS OR IMPLIED, AND (Y) EXCEPT TO THE EXTENT LIABILITY CANNOT BE LIMITED 

UNDER APPLICABLE LAWS, KOR SHALL HAVE NO LIABILITY FOR DAMAGES OF ANY KIND, 

INCLUDING DIRECT DAMAGES, WITH RESPECT TO USE BY CLIENT OF THE TRIAL SERVICES. 

3. CLIENT OBLIGATIONS

(a) Users. Client is solely responsible for: (i) ensuring only appropriately authorized Users 

have access to KOR SaaS Services and other Services, (ii) ensuring such Users have been 
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trained in proper use thereof, as applicable, (iii) ensuring and maintaining confidentiality, 

security and proper usage of such Users’ Access Methods, (iv) all activities that occur 

through use of the Access Methods, whether or not authorized by Client, and (v) revoking 

the Access Methods of any User immediately upon the termination of such User’s 

employment or other engagement by Client or any other time such Person is no longer 

authorized to use the KOR SaaS Services. Notwithstanding any other provision of this 

USA, all acts and omissions of Users shall be deemed acts and omissions of Client for 

purposes of this USA and any breach of any terms or conditions of this USA shall be 

deemed a breach by Client.

(b) Administrative User Access. For each applicable Addendum, Client shall designate and 

notify KOR of a User designated by Client to serve as Client’s Administrative User in 

respect of the Services to be provided under such Addendum. Client shall notify KOR 

promptly of any and all temporary or permanent substitutions or replacements therefor.

(c) Connectivity. As between KOR and Client, except as otherwise expressly provided in this 

USA, Client shall be solely responsible for (i) all software, hardware, networks and other 

technology Client and the Users utilize to access the Services or to perform obligations 

under this USA, (ii) any and all unavailability, malfunction, errors and failures thereof, and 

(iii) any and all damages, losses, costs and expenses associated therewith. KOR shall have 

no responsibility to provide any such resources to Client.

(d) Client Data and Other Client Materials. As between KOR and Client, except as otherwise 

set forth in any applicable Addendum with respect to Services to be provided by KOR 

thereunder, Client is solely responsible for: (i) the content, quality and accuracy of Client 

Data and other Client Materials; (ii) obtaining any consents or other required 

authorizations, and providing any notices required, with respect to the collection, 

processing, storage, transmission and other uses of all Client Data and other Client 

Materials, including any Personal Information therein, as set forth in this USA; (iii) 

ensuring that all Client Data and other Client Materials, and all uses thereby of the 

Services, including any processing of Personal Information and other information, data 

and materials via the KOR SaaS Services, comply with applicable Laws, including 

applicable Data Protection Laws; and (iv) all consequences of any submitting, importing, 

collection, copying, access, display, processing, publishing, storage, transmission, 

distribution and/or other uses hereunder of any Client Materials. Without limiting the 

generality of the foregoing, Client acknowledges that, as between the Parties, Client is 

responsible for backing up and maintaining copies of all Client Data and other Client 

Materials provided to or received from KOR. 

(e) Assistance and Other Resources. Client shall promptly provide to KOR all such 

assistance, data, information, materials and other resources as may be reasonably 

requested by KOR in connection with KOR’s provision of the Services under this USA. 

Without limiting any other provision of this USA, under no circumstances shall KOR be 

liable for any failure to provide any Services, any delays in providing any Services, 

unavailability of any Services, or other issues with respect to any Services, attributable to 

any failures or delays by Client in fulfilling the foregoing obligation or any other 

dependencies set forth in this USA, including the applicable Addendum. In addition, KOR 

shall be entitled to rely on the competency, accuracy and currency of all such assistance 

and other resources provided by Client, as applicable.

(f) Notification. Client shall notify KOR immediately upon becoming aware of: (i) any 

violation of this USA by any then-current or former User and any and all remedial action 

taken by Client in connection therewith; (ii) any and all actual or suspected unauthorized 

disclosures or uses of any Access Methods or any thefts, losses or other breaches of 
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security with respect to any Access Methods; (iii) any and all actual or suspected 

unauthorized use or misuse of any Services; (iv) any actual or suspected infringement or 

other violation of any rights of KOR, its Affiliates or its third party licensors, service

providers or other suppliers (such licensors, service providers and other suppliers, 

collectively, “Suppliers”); (v) any other acts or omissions of any Person which might 

jeopardize or prejudice the rights of KOR or any Suppliers in any Services or threaten the 

integrity or security of any Services; and (vi) any claim, demand, or cause of action 

brought against Client or any other Person, or any subpoena or other similar legal 

document served upon Client or any other Person, which relates to this USA or any 

Services. Notwithstanding the foregoing, except to the extent mandated by applicable 

Laws, KOR shall have no obligation hereunder to investigate, prosecute, or otherwise 

take any action in respect of any violation of which it is notified by Client. 

4. CLIENT REPRESENTATIONS AND WARRANTIES.

Client hereby represents and warrants to KOR that (i) has read, understands and agrees to be bound 

by this USA, (ii) it has the requisite corporate power and authority to execute and perform this USA, 

(iii) Client’s execution and performance of its obligations hereunder will not violate any applicable Law, 

contract or other obligation by which it is bound, (iv) no Client Data or other Client Materials do or will 

infringe or otherwise violate any intellectual property rights or other proprietary rights of any Person, 

(v) Client shall, and shall ensure all Users, comply with all applicable Laws in utilizing any Services and

otherwise exercising any rights and performing any obligations of Client under this USA. 

5. FEES, TAXES AND OTHER CHARGES.

In consideration for the Services, Client shall pay KOR all Fees within thirty (30) days of Client’s 

receipt of each invoice therefor, except as otherwise set forth in the applicable Addendum. All Fees 

are exclusive of all applicable taxes and other amounts assessable by any Governmental Authority, 

under applicable Laws, with respect to the Services or this USA, however designated, levied or 

imposed (collectively, “Taxes”). Client shall be responsible for (and shall promptly pay or reimburse 

KOR for, as applicable) any and all such Taxes as may be assessed against KOR, other than any Taxes 

based on KOR’s net income. Unless otherwise set forth in the applicable Addendum, all amounts 

paid to KOR hereunder shall be paid in United States dollars, within thirty (30) days of receipt of the 

applicable invoice therefor, and are non-refundable. Any amounts not disputed in accordance with 

this paragraph and not paid by the due date therefor shall be subject to late fees of 2.5% per month 

or the greatest amount permissible under applicable Laws. If Client disputes in good faith any 

invoiced amount, Client may, within forty-five (45) days of the date of the applicable invoice, notify 

KOR of such dispute via an email sent to support@korfinancial.com or via any alternative supportrelated resource as KOR may specify from time to time. Requests to adjust any invoices received 

after the forty-five (45) day period referenced above will not be accepted by KOR. If KOR agrees to 

any adjustment requested by Client, such adjustment will be applied as a credit and appear in the 

relevant invoice during the next billing cycle. KOR reserves the right to increase Fees at any time in 

its sole discretion, including such Fees as are set forth in any fee schedule referenced in any 

Addendum. 

6. TERM AND TERMINATION

(a) Term. The term of this USA will commence on the Effective Date and will continue

in full force and effect until and unless terminated as set forth in this USA. The USA 

term will expire automatically three (3) months following any period of no 

outstanding Addendums.

(b) Termination by Client. Client may terminate this USA in its entirety, or terminate any 

individual Addendum, (i) at any time upon at least thirty (30) calendar days written 

notice to KOR and (ii) as set forth in Section 17 below.
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(c) Termination by KOR

(i) KOR may terminate this USA in its entirety, or terminate any individual 

Addendum, upon at least one hundred twenty (120) days written notice to 

Client, in the event KOR is discontinuing the provision of the applicable 

Services and/or winding down its business. 

(ii) KOR may terminate this USA immediately upon written notice to Client if:

(1) Client breaches the AUP and fails to remedy such breach to KOR’s 

reasonable satisfaction within thirty (30) days by KOR to Client 

thereof;

(2) Client fails to pay any undisputed Fees due hereunder or otherwise 

breaches this USA in any material respect and fails to remedy such 

breach to KOR’s reasonable satisfaction within thirty (30) days notice 

by KOR to Client thereof; 

(3) Client (i) (a) becomes insolvent, (b) voluntarily commences any 

proceeding or files any petition under applicable bankruptcy Laws, (c) 

becomes subject to any involuntary bankruptcy or insolvency 

proceedings under applicable Laws, which proceedings are not 

dismissed within thirty (30) days, (d) makes an assignment for the 

benefit of its creditors, or (e) appoints a receiver, trustee, custodian 

or liquidator for a substantial portion of its property, assets or 

business; or (ii) passes a resolution for its winding up or dissolution or 

a court of competent jurisdiction makes an order for such winding up 

or dissolution; or

(4) such termination isrequired by applicable Law or court order; or 

(5) if the performance by KOR of any obligations under this USA has 

become or is likely to become illegal due to a change or amendment 

to any applicable Laws (including changes to official interpretations of 

or guidance regarding unchanged Laws and changes to KOR’s internal 

policies that result from such change or amendment to applicable 

Laws).

(d) Consequences. Followingterminationofthis USA, Client’srights(and the rights of any

ofitsUsers)to accesstheKOR SaaS Services and/or other Servicesshallberevokedand 

KOR shall cease providing the Services to Client. Upon termination for any reason, all

outstanding Fees for Services rendered prior to the effective date of termination shall

become immediately due and payable. 

(e) Survival. The expiration or termination of this USA for any reason will not affect the 

accrued rights of the Parties or the right of either Party to sue for damages arising from 

a breach of this USA. The rights and obligations of the Parties set forth in this USA which 

by their terms survive the termination of this USA shall remain in full force and effect 

beyond the effective date of expiration or termination of this USA, including Sections 2(f) 

(solely with respect to the disclaimer and limitation of liability), 3(a), 3(d), 5, 6(d), 6(e) 7

through 25 (inclusive).

7. CONFIDENTIALITY AND DATA SECURITY.

(a) Confidential Information. Except as otherwise described in this USA, each Party shall 

treat as strictly confidential all confidential or proprietary information, data and materials 

of the other Party and any of its Affiliates (and with respect to Client, its Users), including 

all information, data and/or materials it receives from, or is given access to by, the other 
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Party under this USA in any form, media or manner, including orally, electronically or in 

writing (collectively, “Confidential Information”), using at least the same degree of care 

it employs to protect its own confidential information, and in no event with less than 

reasonable care. Without limiting the generality of the foregoing, Confidential 

Information of KOR includes all non-public information contained within or otherwise 

relating to the KOR System, Documentation, KOR SaaS Services and other aspects of the 

Services (excluding Client Data and other Client Materials). Notwithstanding the 

foregoing, Confidential Information will not include information, data or materials that 

(i) the receiving Party can demonstrate were independently developed thereby without 

use of or referral to any Confidential Information of the other Party; (ii) the receiving 

Party can demonstrate were lawfully received free of restriction from another source 

with the right to furnish such information, and other than as a result of its relationship 

with the receiving Party; or (iii) are or become generally available to the public other than 

as a result of the direct or indirect acts of the receiving Party or any of its employees, 

contractors, agents or representatives (and, with respect to Client, any former or current 

Users).

(b) Non-Disclosure and Non-Use. The receiving Party shall not, directly or indirectly, (i) use 

the Confidential Information of the other Party for any purpose other than the 

performance of its obligations, or exercise of its rights expressly granted, under this USA,

or (ii) divulge any Confidential Information, without the other Party’s prior written 

consent, to any Person other than those employees, contractors, agents and 

representatives of the receiving Party (and in respect of Client, its Users) who need to 

know such Confidential Information to perform any of the receiving Party’s obligations 

or exercise any of its rights under this USA. Each Party shall be responsible for compliance 

with all applicable terms of this Section 7 by all such Persons to whom it permits access 

to the disclosing Party’s Confidential Information.

(c) Mandated Disclosure. Notwithstanding the foregoing, if disclosure of any Confidential 

Information of the other Party is mandated or requested by applicable Laws, or by an 

order of a court or Governmental Authority, each of competent jurisdiction, then (i) if not 

so prohibited by an order of a court or Governmental Authority of competent jurisdiction, 

the receiving Party shall promptly notify the other Party of such requirement, (ii) if so 

requested by the other Party, the receiving Party shall use good faith efforts, in 

consultation with the other Party, to secure a protective order or other confidential 

treatment of the Confidential Information to be disclosed, and (iii) the receiving Party 

shall furnish only that portion of the Confidential Information required to be disclosed.

(d) Data Security. KOR shall implement and maintain, throughout the term of any 

Addendum, appropriate administrative, physical, and technical measures designed to 

protect the security and confidentiality of Client Data in its possession or control against 

any accidental or illicit destruction, alteration, and unauthorized access or disclosure to 

third parties. 

8. RIGHTS IN INTELLECTUAL PROPERTY

(a) Client Property. As between the Parties, with the exception of such rights expressly 

granted to KOR in this USA, Client owns all rights, title and interest in and to all Client 

Data, other Client Materials, Client Confidential Information, Client Marks (as defined 

below) and Client Technology, together with all intellectual property in and to the 

foregoing (collectively, “Client Property”). Nothing in this USA shall be construed to grant 

KOR any rights in Client Property beyond those expressly provided herein. Client hereby 

grants to KOR a non-exclusive, royalty-free, fully paid-up, worldwide right and license to 

(i) access, collect, copy, process, store and otherwise use all Client Materials for purposes 
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of performing the Services and otherwise performing KOR’s obligations and exercising its 

rights under this USA, and to permit KOR’s Affiliates and other subcontractors to use 

Client Materials for such purposes, (ii) anonymize Client Data and aggregate such 

anonymized Client Data with data of other KOR clients (such compilations, collectively, 

“Aggregated Data Compilations”), and use such compilation for any and all such business 

purposes as KOR may determine in its sole discretion, and (iii) display Client’s trade 

names, trademarks and logos (collectively, “Client Marks”) to identify Client as a client of 

KOR, in accordance with Section 15.

(b) KOR Property. Except for the limited rights expressly granted to Client in this USA, all 

rights, title, and interest in and to the KOR System, KOR SaaS Services, other Services, 

Documentation, KOR Confidential Information, KOR Technology, and all Aggregated Data 

Compilations, together with all intellectual property in and to the foregoing (collectively, 

“KOR Property”) are, as between the Parties, vested in and reserved by KOR (or its 

Affiliates or Suppliers). Client shall not at any time, directly or indirectly, and shall ensure 

no Users, (i) make any claim of ownership in or to any KOR Property, (ii) apply to register 

any KOR Property in any jurisdiction, or (iii) otherwise do or cause to be done any act 

contesting or otherwise impairing any rights of KOR (or its Affiliates or Suppliers) in or to 

any KOR Property.

(c) Feedback. If Client or any User provides to KOR any suggestions, ideas, comments or 

other feedback with respect to the System and/or any Services (collectively, “Feedback”), 

Client, on behalf of itself and its Users, hereby irrevocably and unconditionally assigns to 

KOR, and irrevocably and unconditionally waives, any and all rights, title and interest that 

Client or any User may have with respect thereto in any and all media, languages, and 

jurisdictions throughout the world, now known or hereafter devised, including all 

Intellectual Property therein, and acknowledges that KOR may utilize such Feedback in 

any manner, media and territory worldwide as KOR may, in its sole discretion, determine. 

9. DISCLAIMERS.

EXCEPT AS EXPRESSLY PROVIDED IN THIS USA, ALL SERVICES AND DOCUMENTATION ARE

PROVIDED ON AN “AS IS,” “AS AVAILABLE” BASIS, WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR

IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, 

AND NON-INFRINGEMENT, AND IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR 

COURSE OF PERFORMANCE, AND AS BETWEEN THE PARTIES, CLIENT BEARS THE SOLE RISK OF 

OPERATION AND USE OF THE SERVICES, AND THE QUALITY AND PERFORMANCE THEREOF. KOR DOES 

NOT GUARANTEE THAT THE SERVICES OR ANY DOCUMENTATION, INCLUDING ANY INFORMATION OR 

DATA PROCESSED OR GENERATED THEREBY, WILL BE ACCESSIBLE, AVAILABLE, CURRENT, COMPLETE, 

UNINTERRUPTED, USEFUL, RELIABLE, SECURE, OR FREE OF ERRORS, DEFECTS OR MALICIOUS CODE. 

KOR SHALL NOT BE RESPONSIBLE FOR ANY ADVERSE CONSEQUENCES RESULTING FROM ANY USE OF, 

INABILITY TO USE, OR RELIANCE UPON, ANY SERVICES OR DOCUMENTATION. WITHOUT LIMITING THE 

GENERALITY OF THE FOREGOING, UNDER NO CIRCUMSTANCES SHALL KOR BE RESPONSIBLE FOR ANY 

CLIENT DATA OR OTHER CLIENT PROPERTY. CLIENT EXPRESSLY ACKNOWLEDGES THAT (i) USE OF THE 

SERVICES COULD RESULT IN THE LOSS, UNAUTHORIZED DISCLOSURE, DISTORTION, MODIFICATION, 

AND/OR CORRUPTION OF CLIENT DATA AND OTHER CLIENT PROPERTY, AND (ii) NONE OF THE 

SERVICES OR DOCUMENTATION CONSTITUTE, OR ARE INTENDED TO CONSTITUTE OR BE A 

SUBSTITUTE FOR, ANY FINANCIAL, TAX, TRADING, INVESTMENT, ACCOUNTING, LEGAL, REGULATORY, 

COMPLIANCE OR OTHER PROFESSIONAL ADVICE OR OTHER PROFESSIONAL SERVICES, OF ANY KIND.

10. LIMITATION OF LIABILITY.

(a) Limitations. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAWS, IN NO 

EVENT SHALL KOR OR ANY OF ITS AFFILIATES, LICENSORS OR SUPPLIERS, OR ANY OF THE 

MEMBERS, PARTNERS, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS AND 
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REPRESENTATIVES OF KOR OR ANY OF ITS AFFILIATES OR SUPPLIERS (COLLECTIVELY, 

“KOR PARTIES”) BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, PUNITIVE, EXEMPLARY 

OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, TRADING LOSSES, 

INVESTMENT LOSSES, LOSS OF DATA, DAMAGES FOR LOSS OF PROFITS, LOSS OF 

REVENUE, BUSINESS INTERRUPTION AND THE LIKE), ARISING OUT OF OR IN CONNECTION 

WITH THIS USA OR ANY USE OF (WHETHER OR NOT AUTHORIZED), ACCESS TO, RELIANCE 

ON, INABILITY TO USE OR IMPROPER USE OF ANY SERVICES OR DOCUMENTATION 

HEREUNDER, REGARDLESS OF WHETHER SUCH DAMAGES ARISE IN TORT, CONTRACT, OR 

OTHERWISE, AND EVEN IF SUCH DAMAGES ARE FORESEEABLE AND/OR ANY KOR PARTIES 

ARE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. WITHOUT LIMITING THE 

GENERALITY OF THE FOREGOING, CLIENT SPECIFICALLY AGREES THAT NO KOR PARTIES 

ARE LIABLE FOR ANY CLIENT DATA OR OTHER CLIENT PROPERTY, OR THE ACCURACY, 

AVAILABILITY, CURRENCY, COMPLETENESS, PRIVACY, RELIABILITY, LEGALITY, 

USEFULNESS, OR VALIDITY THEREOF OR FOR ANY USES OF OR OTHER ACTS OR 

OMISSIONS OF CLIENT OR ANY OF ITS USERS WITH RESPECT TO CLIENT DATA OR OTHER 

CLIENT PROPERTY. TO THE MAXIMUM EXTENT PERMISSIBLE UNDER APPLICABLE LAWS, 

IN THE EVENT ANY KOR PARTIES ARE HELD LIABLE FOR ANY REASON ARISING FROM OR 

RELATED TO THIS USA, THE AGGREGATE LIABILITY OF SUCH KOR PARTIES SHALL NOT 

EXCEED THE TOTAL FEES PAID TO KOR UNDER THE APPLICABLE ADDENDUM DURING THE 

TWELVE (12) MONTHS PERIOD IMMEDIATELY PRECEDING THE EARLIEST ACT OR 

OMISSION GIVING RISE TO LIABILITY NOTWITHSTANDING THE FOREGOING, THE 

LIMITATIONS SET FORTH IN THIS SECTION 10(a) SHALL NOT APPLY TO ANY LIABILITY 

ARISING FROM KOR’S WILLFUL MISCONDUCT, FRAUD OR GROSS NEGLIGENCE. 

(b) Time Bar. CLIENT AGREES THAT ANY CAUSES OF ACTION THEREBY RELATED IN ANY WAY 

TO THIS USA OR ANY SERVICES OR DOCUMENTATION MUST BE BROUGHT WITHIN ONE 

(1) YEAR AFTER THE CAUSE OF ACTION ACCRUES, OR SHALL, TO THE MAXIMUM EXTENT 

ALLOWED UNDER APPLICABLE LAWS, BE PERMANENTLY BARRED.

11. INDEMNIFICATION.

(a) By Client. Client shall indemnify, reimburse and hold harmless the KOR Parties from and 

against any and all losses, liabilities, judgments, suits, actions, proceedings, claims,

damages, costs and expenses of any nature whatsoever, including reasonable attorney’s

fees (collectively, “Losses”) resulting from or arising out of any act or omission by Client,

including its Users and any other Persons using Services under any of Client’s Access 

Methods (whether or not authorized), in connection with access to or use of any Services 

or Documentation, except to the extent any such Losses are caused by the gross 

negligence, willful misconduct or fraud of KOR. 

(b) By KOR. KOR shall defend, indemnify and hold harmless Client and its members, partners, 

directors, officers, and employees (collectively, the “Client Parties”) from and against any 

Losses resulting from or arising out of any allegation by a third party that the KOR SaaS 

Services infringe or otherwise violate any copyright, patent, trade secret or other 

intellectual property right thereof; provided that (i) Client notifies KOR of such claim as 

soon as possible after becoming aware thereof, (ii) KOR, at its own expense, shall be 

entitled to have sole conduct and control of all legal proceedings in connection with such 

claim or the settlement or other compromise thereof, and (iii) Client shall give KOR (and 

any Person acting on behalf of or authorized by KOR) all reasonable assistance with such 

defense of such claim, at KOR’s reasonable expense. In addition, if the KOR SaaS Services 

are held to violate, or in KOR’s opinion are likely to violate, any intellectual property rights 

of a third party, KOR may, at its discretion and expense: (A) secure the right for Client to 

continue use of the infringing KOR SaaS Services; (B) replace or modify the infringing KOR 

SaaS Services such that they are no longer in violation of the applicable third party rights, 
VERSION: SEPTERMEBER 25, 2021 10

provided that such replacement or modification offers substantially similar functionality; 

or (C) terminate Client’s access to the infringing KOR SaaS Services and, to the extent 

applicable, refund to Client any Fees paid by Client hereunder with respect of provision 

of such KOR SaaS Services following the effective date of termination. 

12. FORCE MAJEURE

If the performance of this USA by either Party (other than payment of any amounts owed under this 

USA) is prevented, hindered, delayed or otherwise made impracticable or degraded by reason of any 

cause beyond a Party’s reasonable control, including any flood, riot, infrastructure (physical, electric, 

or communication), pandemic, damage or failure, act of terrorism (cyber or physical) or fire (each, a 

“Force Majeure Event”), that Party shall be excused from such performance to the extent, including 

for the duration of time, it is prevented, hindered or delayed by such Force Majeure Event.

13. NOTICES

Except as otherwise expressly provided herein, all notices, certifications, requests, demands, and 

other required communications hereunder: (i) shall be in writing; (ii) may be delivered by hand or by 

any nationally recognized private courier (e.g., Federal Express, UPS); (iii) shall be effective upon 

delivery to the addressee; and (iv) shall be addressed as follows: (a) if to KOR: KOR Financial, Inc., 

2136 Lassiter Field Dr. NE, Marietta, GA 30066, United States; and (b) if to Client, to such address 

maintained in the KOR System by the Client Administrative User; or (c) to such other address or 

addresses for notice purposes as may hereafter be specified by notice given by one Party to the other. 

Notwithstanding the foregoing, payments by Client should be made in the manner and to such address 

as specified in the applicable invoice.

14. RELATIONSHIP

Nothing in this USA shall constitute or be deemed to establish a partnership, joint venture, association 

or employment relationship between the Parties (or between KOR and any User), and neither Party 

(nor with respect to Client, any Users) shall have the authority or power to bind the other Party, or to 

contract in the name of the other Party, in any manner or for any purpose.

15. ADVERTISING AND PUBLICITY

Neither Party shall make or permit to be made any press release or other public announcement 

concerning the existence, subject matter or terms of this USA or relationship between the Parties 

without the prior written consent of the other Party; provided that Client may display the Client Marks 

in Client’s public marketing and promotional materials and communications for the sole purpose of 

identifying Client as a KOR Client, in accordance with any written branding guidelines as Client may 

provide to KOR from time to time.

16. ENTIRE AGREEMENT

This USA, including all Addendums, constitutes the entire understanding between the Parties, and 

supersedes all prior representations, agreements, negotiations and discussions between the Parties 

with respect to, the subject matter hereof. Each Addendum is a part of, and incorporated into, this 

USA. Unless otherwise indicated therein, all capitalized terms contained within any Addendum shall 

have the meanings ascribed to them in the main body of this USA.

17. AMENDMENTS

KOR may unilaterally amend the terms and conditions of this USA, including any Fees, by providing 

Client written notice thereof (a “Notice of USA Amendment”) at least one (1) month prior to such 

amendment becoming effective, unless otherwise stated in the applicable Addendum. Client may 

terminate this USA upon written notice to KOR, with effect on such date as the modification would 

have become effective; provided that such notice is sent within twenty (20) calendar days of Client’s 
VERSION: SEPTERMEBER 25, 2021 11

receipt of the Notice of USA Amendment. Otherwise, Client shall be deemed to have approved such 

amendment and shall be bound thereby.

18. SEVERABILITY OF PROVISIONS

Each provision of this USA shall be considered severable; and if, for any reason, any provision of this 

USA is determined by a court or arbitration tribunal of competent jurisdiction to be invalid, unlawful, 

or unenforceable, such determination shall not affect the enforceability of the remainder of this USA 

or the validity, lawfulness, or enforceability of such provision in any other jurisdiction. If any court or 

arbitration tribunal of competent jurisdiction shall deem any provision of this USA too restrictive, the 

other provisions hereof shall stand, and the court or arbitration tribunal shall modify the provisions at 

issue to the point of greatest restriction permissible by applicable Laws.

19. WAIVER

The failure of a Party to exercise or enforce any right conferred upon it by this USA shall not be deemed 

to be a waiver of any such right or operate so as to bar the exercise or enforcement thereof at any 

time or times thereafter. No waiver by either Party hereunder shall be effective unless agreed to 

pursuant to a writing signed by a duly authorized representative of each Party.

20. REMEDIES NOT EXCLUSIVE

No remedy conferred by any provision of this USA is intended to be exclusive of any other remedy, 

except as expressly provided in this USA, and each and every remedy shall be cumulative and shall be 

in addition to every other remedy given hereunder or now or hereafter existing in law or in equity or 

by statute or otherwise.

21. ASSIGNMENT

Except as otherwise expressly provided herein, Client shall not assign or otherwise transfer this USA, 

or any of its rights or obligations under this USA (by merger, change of control, operation of law or 

otherwise), without the prior written approval of KOR. Any attempted assignment in violation of the 

foregoing shall be void and unenforceable. KOR may assign or otherwise transfer this USA, in whole 

or in part, at any time, in KOR’s sole discretion. 

22. BINDING PROVISIONS/THIRD PARTY BENEFICIARIES

This USA is binding upon, and shall inure to the benefit of, the Parties and their respective 

administrators, legal representatives, successors, and permitted assigns. The Parties agree that, 

except as expressly set forth herein, no provision of this USA is intended, expressly or by implication, 

to purport to confer a benefit or right of action upon a third party (whether or not in existence, and 

whether or not named, as of the Effective Date); provided that all KOR Affiliates to which KOR 

subcontracts any Services under this USA shall be third party beneficiaries of this Agreement. 

23. UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS 

AND UCITA 

This USA and the transactions contemplated herein are not subject to the United Nations Convention 

on Contracts for the International Sale of Goods or the Uniform Computer Information Transactions 

Act (prepared by the National Conference of Commissioners on Uniform State Laws), as currently 

enacted by any jurisdiction or as may be codified or amended from time to time by any jurisdiction.

24. INTERPRETATION

References to sections and Addendums are to sections of, and Addendums to, this USA, unless 

otherwise indicated. Section headings are inserted for convenience of reference only and shall not 

affect the construction of this USA. The masculine gender shall include the feminine and the singular 

number shall include the plural, and vice versa. “Its” shall mean his, her, their or its, as the context 

requires. Any use of the word “including” will be interpreted to mean “including, but not limited to,” 
VERSION: SEPTERMEBER 25, 2021 12

unless otherwise indicated. All references to dollars (including via the symbol “$”) shall refer to the 

currency United States dollars, unless otherwise provided in the applicable Addendum. References to 

any Person (including the Parties and any other entities referred to) shall be construed to mean such 

Person and its successors in interest and permitted assigns, as applicable. In the event of any 

inconsistency between the terms of the main body of this USA and any Addendum, the terms of the 

main body of this USA will govern to the extent of the inconsistency unless such Addendum specifically 

references and expressly amends a term set forth in the main body of this USA. The Parties intend 

that this USA should not be construed in favor of or against either Party by reason of the extent to 

which either Party or its professional advisors participated in the preparation or drafting of this USA.

25. GOVERNING LAW AND DISPUTE RESOLUTION

(a) Governing Law. The validity and effectiveness of this USA shall be governed by, and 

construed and enforced in accordance with, the internal Laws of the State of New York,

without giving effect to the provisions, policies or principles of any state Law relating to 

choice or conflict of Laws. Except as otherwise expressly set forth in this USA, any legal 

action or proceeding with respect to this USA by Client may be brought exclusively in the 

federal or state courts located in the Borough of Manhattan, New York, New York, 

including the United States District Court for the Southern District of New York, and Client 

submits to the exclusive jurisdiction thereof. Client waives, to the fullest extent 

permitted by applicable Laws, any objection to the laying of venue in such courts of any 

legal action or proceeding arising out of or relating to this USA and any claim that any 

such action or proceeding has been brought in an inconvenient forum. Notwithstanding 

the foregoing, KOR may commence any legal action or proceeding in any court of 

competent jurisdiction. EACH PARTY IRREVOCABLY WAIVES THE RIGHT TO TRIAL BY JURY 

IN ANY ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT. 

(b) Equitable Relief. Client acknowledges and agrees that its violation of any of its obligations 

or any of KOR’s rights, as set forth in Sections 2(b), 3(a), 7 or 8, would cause irreparable 

harm to KOR, which harm may not be compensable solely by monetary damages, and 

that, therefore, in the event of an actual or threatened breach Client of such terms, KOR 

shall be entitled to seek injunctive and other equitable relief, without the necessity of 

proving monetary damages or posting a bond or other security. Any such equitable relief 

granted shall be without prejudice to any other rights and remedies as KOR may have 

under this USA.

(c) Escalation. With the exception of any claim by KOR for equitable relief under Section 

25(b), in the event of any claim, dispute, controversy, or other matter in question 

between the Parties arising out of or relating to this USA or the breach hereof (excluding

any third party claims subject to indemnification pursuant to Section 11, but including

any disagreements as to indemnification rights hereunder; each, a “Dispute”), such 

Dispute shall be referred in the first instance for discussion and resolution to a senior 

representative of each Party, who must, within thirty (30) days following such referral, 

use good faith efforts to attempt to resolve the Dispute.

26. COUNTERPARTS

This USA may be executed in one or more counterparts, each of which when so executed and delivered 

shall be deemed an original, and all of which together shall constitute one and the same instrument. 

Delivery of an executed counterpart hereof by pdf, or other electronic transmission (including thirdparty e-signature services such as, but not limited to, DocuSign) shall be deemed equivalent to delivery 

of a manually executed counterpart. A complete set of counterparts shall be lodged with each Party. 
VERSION: SEPTERMEBER 25, 2021 13

[Remainder of page intentionally left blank.

Signature page follows.]
VERSION: SEPTERMEBER 25, 2021 14

IN WITNESS WHEREOF, the Parties have caused their duly authorized representatives to execute 

this USA as of the Effective Date.

KOR:

KOR FINANCIAL, INC.,

Signed: __________________

Name: Jonathan Thursby

Title: Chief Executive Officer

CLIENT:

____________________________

Signed: ______________________

LEI: _________________________

Name: _______________________

Title: ________________________