Planisware Certification Program Agreement

This PLANISWARE CERTIFICATION PROGRAM AGREEMENT (“Agreement”) is made as of the Effective Date, by and between Planisware and all of its affiliates (together with its successors and assigns, “Planisware”, "We", "Us", or "Our")), and the Program Participant (“You” or "Program Participant").

Recitals

You desire to participate in the Planisware Certification Program as defined below and We desire to have You as a participant subject to the following terms and conditions.

THEREFORE, in consideration of the foregoing recitals, the mutual covenants and conditions herein, and other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, We and You hereby agree as follows:

Agreement

Introduction

This Agreement contains the terms and conditions that govern Your participation in the Program and is an agreement between Planisware and You. This Agreement takes effect when both We  and  You sign the Agreement below ("Effective Date”), You must then register to enroll in Program as described in Section 3 below and beginning on the date of Your registration You may participate in the Program.  You represent to Us that You are lawfully able to enter into contracts (e.g. You are not a minor, You are not subject to any agreements prohibiting Your participation, etc.).

Conditioned upon Your compliance with this Agreement and completion of and continued compliance with the applicable Certification Program Requirements, You will be granted access to online training courses and to the exam for purposes of testing Your knowledge of a specific Planisware product and qualifying for the applicable Planisware Certification.

Definitions

"Certification Exam" means the exam that You must pass to receive a particular Planisware Certification.

"Certification Exam Provider" means a person or entity designated by Planisware as eligible to administer the specific Certification Exam on the date said exam is given.

"Certification Requirements" means those requirements specified or referenced in this Agreement that You must meet in order to use and maintain the Planisware Certification.

"Content" means the audio and visual information, documents, software, products and services contained or made available to You in the course of using the Service, including the end-user materials, including any and all user and training manuals.

"Data" means information, software, sample code, libraries, APIs, command line tools, and data, including without limitation, any personal information or confidential information, hypertext markup language files, metadata, scripts, programs, recordings, sound, music, graphics, video, images, applets, or servlets.

"Effective Date" refers to the date described in Section 1 of this Agreement.

"Planisware Box" refers to the basic non-production instance of Planisware provided for the sole purpose of training.

"Planisware Certification" means a specific certification designation that You may receive from Us indicating You have received a passing score on a Certification Exam with respect to certain Planisware products or services and met other Certification Requirements as may be specified by us.

"Planisware Certification Program" or "Program" means the program pursuant to which We make available certain Planisware Certifications.

"Planisware Certification Program Confidential Information" means all nonpublic information disclosed by us, Our affiliates, business partners or Our or their respective employees, contractors or agents that is designated as confidential or that, given the nature of the information or circumstances surrounding its disclosure, reasonably should be understood to be confidential. Planisware Certification Program Confidential Information includes 1) all nonpublic information relating to the Program or the Certification Exams; 2) Planisware Owned Materials 3) non-public Data and Content and 4) third-party information that We are obligated to keep confidential.

"Planisware Certification Website" means https://www.planisware.com/planisware-certification (and or any successor or related site or webpage designated by Planisware), as may be updated by Planisware from time to time.

"Planisware Owned Materials" means the Program, Training Materials, the Testing Materials, the Planisware Box, the Planisware Certification, the Planisware Data, and Content.

"Policies" means all policies and restrictions associated with the Program described in the Planisware Certification Website, and any other policy or terms referenced in or incorporated into this Agreement. Policies do not include whitepapers or other marketing materials referenced on the Planisware Certification Website.

"Service" means each of the services made available by Us.

"Testing Materials" means the Certification Exam and any other materials that are provided to You in connection with a Certification Exam (which may include instructions, study materials, exam questions, or other content).

"Training Materials" means the online training videos and any other materials that are provided to You in connection with the Planisware Certification Program.

Enrollment

After We and You have signed this Agreement, You can enroll in the Planisware Certification program by:

  1. Paying the registration or the registration renewal fees, as applicable;
  2. Complying with this Agreement;
  3. Complying with any additional requirements specified on the Planisware Certification Website for the applicable Planisware Certification; and
  4. Keeping Your contact information up to date with both the the Certification Program.

Training

  1. General. While enrolled in Your Program, You will be granted a personal, non-exclusive, non-transferable, revocable license to view and participate in Program online training courses.
  2. Confidentiality. You acknowledge that the Planisware Certification Program Confidential Information and the design, functionalities, performance characteristics thereof and Your evaluation of the same, and any other non-public verbal or written information that may be supplied by Us to You during the term of this Agreement, or obtained through Your participation in the Program, are confidential and proprietary property of Planisware.  You agree that You may not use, disclose, reproduce, copy, transmit, distribute, or make derivative works of any Planisware Certification Program Confidential Information, in whole or in part, in any form or by any means. Your confidentiality obligations shall survive the termination of this Agreement.

Training Environment: Planisware Box

  1. General. During Your enrollment in the Program, Planisware grants You a non-sublicensable, non-transferable, non-exclusive, revocable right to access and use a Planisware Box solely for the purposes of training in relation to Program, to practice concepts learned and to prepare for the Certification Exams. The Planisware Box shall not be used externally nor in a production environment.
  2. Users & Logins.  After enrollment, We will provide You with information allowing You to log in to the Planisware Box ("Logins").  Logins are Planisware Certification Program Confidential Information and shall be used for the sole purpose of accessing the Planisware Box and may not be shared or used by anyone other than You. You shall promptly notify Us with reasonable security details when the security of any Login is compromised.
  3. Use limitations. The Program, the Planisware Owned Materials and the Services are meant for internal training purposes only.  You may not modify, create derivative works, decompile, disassemble, decrypt, extract, or otherwise reverse engineer the Planisware Owned Materials, except to the extent any of the preceding limitations are unenforceable under applicable law.   You are not authorized to: (a) disclose, distribute, or transfer the Planisware Owned Materials; (b) sell, resell, license, sublicense, distribute, make available, rent or lease the Planisware Owned Materials; (c) use the Planisware Owned Materials in development activities; (d) make public any benchmarking or results of evaluating the Program except with Our prior written consent; or (e) remove any proprietary markings or notices included as part of the Planisware Owned Materials.  You may not use the Planisware Box and its Data to (a) transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights; (b) to store or transmit « Malicious Code » (which means code, files, scripts, agents or programs intended to do harm, including, for example, viruses, worms, time bombs and Trojan horses); (c) permit direct or indirect access to or use of any Service or Content in a way that circumvents a contractual usage limit; (d) build a competitive product or service, (j) build a product or service using similar ideas, features, functions or graphics of the Planisware Box, Program or Service.  In addition, You may not copy any ideas, features, functions or graphics of the Planisware Box or its Data.
  4. Protection of the Planisware Box.  You shall take adequate steps to protect the Planisware Box from unauthorized disclosure or use including, without limitation, only using Logins provided by Us solely for the purpose of accessing the Planisware Box for training purposes.
  5. Duration of the service.  The Services shall commence on Your enrollment in the Program and continue until suspension, termination or expiration under the terms of this Agreement. Planisware, at its sole discretion, may postpone, curtail, suspend, or even terminate Your access to the Planisware Box at any time without notice, provided however that Planisware shall notify You of the reason promptly thereafter. If You and We are able to resolve the reason Your access to Services may be restored.
  6. Your Obligations upon Termination or Expiration of the Agreement.  Upon the termination or expiration of this Agreement for any reason, You shall immediately cease Your participation in the Program, terminate Your use of the Planisware Box, return to Us or destroy any tangible materials provided to You by Us and delete all soft or electronic materials obtained from Us.
  7. Data protection.  We are not responsible for loss of Your Data or customizations.  Any Data You enter into the Planisware Box and any customizations made to the Planisware Box by You will be permanently lost when Your usage of the Planisware Box is terminated.  In addition, You agree not to transfer such Data or customizations to any other services.
  8. Data Security.  You will be responsible for maintaining administrative, physical and technical safeguards for protection of the security, confidentiality and integrity of Your Data.  We are not responsible if it is lost or compromised.
  9. Ownership. Planisware and its licensors  are the exclusive and sole owners of all rights, title, and interest in and to the Planisware Owned Materials including, without limitation, ownership of all copyright rights and other intellectual property rights and any suggestions, ideas, enhancement requests, feedback, recommendations, specifications or other information provided by You relating to the Planisware Owned Materials. This Agreement is not a contract for a sale and does not convey to You any rights of ownership in or related to the Planisware Owned Materials, or the intellectual property rights owned and asserted by Planisware and its licensors.  All Intellectual Property Rights in and to the Planisware Owned Materials are retained by Us. You agree not to remove, deface, or destroy any copyright, patent notice, trademark, service mark, other proprietary markings, or confidential legends placed on or within the Planisware Owned Materials, and any copies thereof in any form. All rights not licensed hereunder are expressly reserved by Us.
  10. Liability .  You will be solely responsible for, and will indemnify, defend, and hold Us free and harmless from all damages, liabilities, charges, and expenses (including reasonable attorneys' fees) from all claims, lawsuits, or other proceedings arising out of or relating to Your violation of this Agreement.

Certification

  1. Planisware Certification Requirements.  In order to use a Planisware Certification, You must:
    • be enrolled in the Program and meet and maintain all Program Requirements;
    • pass (i.e. earn the minimum passing grade or score that We designate) all required Certification Exams and complete any hands-on course requirements specified on the Planisware Certification Website for the applicable Planisware Certification; and
    • comply with any additional requirements specified on the Planisware Certification Website for the applicable Planisware Certification.
  2. Certification Title Grant.  Subject to Your compliance with Section 6 A) above and the terms of this Agreement, Planisware grants You a personal, non-exclusive, non-transferable, revocable license to use the applicable Planisware Certification for the sole purpose to indicate You meet the criteria for the applicable Planisware Certification.
  3. Limitations.   You agree that:
    • Your use of the Planisware Certification upon successful completion of the Credential Exam is not in any way a warranty or guarantee of Your abilities with regards to the Planisware Service in general or any other offering. You may not suggest or represent that a Planisware Certification is any such warranty or guarantee of Your abilities;
    • You may not use the Planisware Certification in any way that 1) may be construed to establish an affiliation between Planisware and any third parties other than You; or 2) negatively impacts Planisware's reputation or goodwill. Planisware retains all right, title and interests in the Planisware Certification. Nothing herein shall be construed to grant any other rights to You;
    • at all times when You are holding Yourself out as the recipient of a Planisware Certification, or at any time that You are providing services that relate to Planisware or any Services, You agree You will 1) use the Planisware Certification in a manner that is consistent with industry standards and will provide samples of use if requested by Planisware; 2) conduct Your activities in a professional and competent manner; 3) comply with all applicable laws, regulations and orders of any governmental or regulatory authority; 4) promote Planisware and the Services in a manner that maintains the good name and reputation of both Planisware and the Services ; 5) not make any representations, warranties, or guarantees to third parties with respect to Planisware or the specifications, features, or capabilities of any of the Services; 6) not misrepresent or embellish Your relationship with Planisware; and 7) not engage in any illegal, false or deceptive acts or practices.
    • by using the Planisware Certification, You acknowledge that Planisware is the exclusive owner of all right, title and interest in the Planisware Certification, that You shall take no action inconsistent with Planisware's ownership of the Planisware Certification. You also agree that 1) Your use shall comply with Planisware's current Trademark and Copyright Usage Guidelines and any other guidelines that Planisware may provide on the Planisware Certification Website ; 2) not to modify the Planisware Certification in any way’ and 3) not to register or seek to register any mark, name (including but not limited to company and product name), taglines, social media handles, advertising keywords, or any other source-identifying designation that consists of or incorporates the Planisware Certification or any of Planisware's trademarks, including but not limited to the Planisware mark, in any format, or is otherwise confusingly similar to Planisware Marks.
  4. Program Changes.  Planisware may change the Planisware Owned Materials and locations of Certification Exams at any time and You agree to comply with any such changes or requests by Planisware. We will notify You of changes by posting them on the Planisware Certification Website or by mail or email to You. 
  5. Validity of the Planisware Certification.  Each Planisware certification is valid 1) for a period of 2 years following the date on which You successfully pass the applicable Certification Exam; and 2) only while you are enrolled in the Planisware Certification Program, including initial enrollment and subsequent renewals.  We may revoke Your license to use the Planisware Certification by giving You written notice if, in Our reasonable opinion, You have violated this Agreement.
  6. Testing.   During your enrollment and completion of and continued compliance with the applicable Certification Requirements, You will be granted access to the Certification Exam for purposes of testing Your knowledge of a specific Planisware product and qualifying for the applicable Planisware Certification.
  7. Retake.   If You do not achieve a passing score for a Certification Exam, You may retake such Certification Exam only in accordance with the retake policy as described on the Planisware Certification Website. Retaking a Certification Exam You have already passed is prohibited.
  8. Certification Exam Materials.  Planisware and its testing partners may impose restrictions or regulations governing the use of any of materials that You may bring into the examination area and/or refer to during the Certification Exam. You agree to return any such examination material to Planisware or the Certification Exam Provider, as may be directed upon completion of the Certification Exam.
  9. Testing Materials – Ownership.  You agree that all Testing Materials are Planisware Certification Confidential Information. You will not copy, publish, offer to sell, sell, publicly perform or display, distribute in any way or otherwise transfer, modify, make derivative works thereof, reverse engineer, decompile, disassemble or translate any certification exam or part thereof.  Your confidentiality obligations shall survive the termination of this Agreement.
  10. Program Integrity.  The value of the Planisware Certification Program rests on the integrity of those who participate in it.  Therefore,
    • Regarding the Certification Exam : You will comply with all rules and regulations applicable to the administration of the Certification Exam as set forth by Planisware or by a Certification Exam Provider. You will not engage in any misconduct in connection with the Certification Exam, including without limitation: (a) receiving or providing unauthorized assistance, or submitting work that is not Your own; (b) possession or use of unauthorized materials during any Certification Exam; (c) falsifying Your identity or identification documents, impersonating another individual or allowing another individual to impersonate You or misusing any Testing Materials, any identification number, username, or other credentials that have been provided to You; (d) failing to adhere to any testing policy, procedure, or directions; (e) disclosing or disseminating the content of any Certification Exam;
    • Conduct in General. You will not (a) use any Planisware Certification marks in a manner not authorized by this Agreement; or (b) take any other actions that We believe are inconsistent with the principles of the Program.  You agree that You will not forge any Planisware Certification certificates, Certification Exam score reports, identification cards or any other Certification Exam records; engage in fraudulent conduct or misrepresent Yourself as certified when You have not successfully met the applicable Certification Requirements; misuse or disclose to another person Your testing id number, member site username and/or password or any other Planisware Certification identities; engage in any other misconduct that could be considered by Planisware, in its sole discretion, as compromising the integrity, security or confidentiality of the Certification Exam or the Certification Program.

Term and Termination

  1. Term.  The term of this Agreement will begin on the Effective Date and will continue until terminated by either party, or until all Planisware Certification(s) You hold are no longer valid.
  2. Termination for Convenience.  You may terminate this Agreement for any reason by providing us notice. We may terminate this Agreement for any reason by providing You 30 days advance notice
  3. Termination for Cause. We may terminate this Agreement at any time upon notice to You if You breach this Agreement.
  4. Results of termination. Upon termination,
    • Your rights to use the Planisware Certification shall cease immediately, which requires that You immediately remove the Planisware Certification from all electronic and hard copy materials, including but not limited to websites, social media sites/accounts, blogs, email signatures, resumes, and business cards. In the case of hard copy materials, any unused materials must be destroyed within ten (10) days of termination.
    • Your rights to use the Planisware Box shall cease immediately, which requires that You immediately cease using the Planisware Box and its Data and You must erase or destroy the Planisware Box and its Data within ten (10) days of termination.
    • Your access and rights to use all the Training Materials and Testing Materials provided with the Program will cease and any Training Materials and Testing Materials provided to You by Us must be destroyed within ten (10) days of termination.
    • After termination, You may not register for the Program again for a period of 3 years from the date of termination.  After this 3 year period, You may request that Planisware allow you to again register for the Program and Planisware may, at its sole discretion, grant You the right to register for the Program, with some additional fees as detailed on the Planisware Certification Website.

Proprietary and Confidential Information and Data Privacy

  • Privacy - Candidate Personal Information.  You will be required to provide personal information and personal data ("Personal Information") in order to allow Us to administer the Certification Exam and the Planisware Certification Program, which You hereby agree to provide, as a condition of participating in the Program and gaining access to any Certification Exam. Your Personal Information will be used only to process Your Certification Exam, and for the purposes of facilitating and administrering the Program and Your participation therein. You acknowledge and agree that Your Personal Information may be shared internally within Planisware, with Your employer (if not Planisware), with the entity paying for Your participation in the Program, and/or with the entity to which You are providing services in furtherance of the uses specified above. Planisware will protect your Personal Information in accordance with its Privacy Policy (www.Planisware.com/privacy).  You can review Your Personal Information and make change requests at any time by sending a request to dpo@planisware.com.
  • Privacy - Disclosure of Your Planisware Certification and Information Related Thereto.   From time to time, third parties may contact Planisware in order to verify Your Planisware Certification status.  You hereby authorize Planisware to disclose information regarding Your Planisware Certification status to such third parties.  Without limiting the foregoing, Planisware may share information about Certification Exams for which You have registered, Your Certification Exam results and Your Planisware Certification(s) status with Your employer or the entity paying for Your participation in the Program, and/or the entity to which You are providing services.

Other Provisions

  1. Indemnification.  You agree to indemnify, defend and hold Planisware and its officers, directors, affiliates, employees, Certification Exam Providers and representatives ("Indemnitees") harmless from and against any all claims, losses, liabilities, demands, penalties, forfeitures, suits, judgments, damages, costs and expenses, including reasonable attorney's fees, that the Indemnitees may incur, become responsible for, or pay out as a result of or in connection with (1) Your violation of this Agreement  including but not limited to Your misuse of the Planisware Certification, or (2) caused by Your negligent act or omissions.
  2. Disclaimers – No warranties.    WE MAKE NO REPRESENTATIONS OR WARRANTIES WHATSOEVER AND YOU HAVE NOT RELIED ON ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, REGARDING THE PROGRAM, PLANISWARE OWNED MATERIALS, OR SERVICES. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, YOU ACKNOWLEDGES AND AGREE THAT YOU ARE LICENSING THE PROGRAM, PLANISWARE OWNED MATERIALS OR SERVICES ON AN “AS IS” BASIS WITH ALL FAULTS AND WITHOUT ANY EXPRESS, IMPLIED OR STATUTORY WARRANTIES WHATSOEVER TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, ENFORCEABILITY, NON-INFRINGEMENT, OR ARISING FROM COURSE OF PERFORMANCE, DEALING, USAGE OR TRADE.  Notwithstanding the foregoing, We are not required to provide technical assistance or other services, including support, for the Planisware Box except in instances where You are unable to access the Planisware Box.   Without limiting the foregoing, We do not represent or warrant to You that 1) Your use of the Planisware Box will meet Your requirements 2) Your use of THE PROGRAM, the Planisware Owned Material or the Services will be uninterrupted, timely, secure or free from error, and 3) Data and Content provided will be accurate.
  3. Limitation of liability.  IN NO EVENT WILL WE OR OUR CERTIFICATION EXAM PROVIDERS BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, EXEMPLARY, PUNITIVE, CONSEQUENTIAL, OR SPECIAL DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT INCLUDING, WITHOUT LIMITATION, ANY DAMAGES RESULTING FROM THE LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF PRODUCTION OR USE, LOSS OF DATA, OR THE INCREASED COSTS OF DOING BUSINESS, REGARDLESS WHETHER SUCH DAMAGES ARISE IN CONTRACT, TORT, OR OTHERWISE, AND EVEN IF SUCH PARTY HAD BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.   IN NO EVENT WILL OUR OR OUR CERTIFICATIN EXAM PROVIDERS LIABILITY TO YOU UNDER THIS AGREEMENT EXCEED THE FEES YOU PAID TO US. IF ANY, TO PARTICIPATE IN THIS PROGRAM, IN THE AGGREGATE. NO ACTION SHALL BE BROUGHT BY YOU FOR ANY CLAIM RELATING TO OR ARISING OUT OF THIS AGREEMENT MORE THAN ONE YEAR AFTER THE ACCRUAL OF SUCH CAUSE OF ACTION.  FURTHERMORE, NEITHER WE NOR ANY OF OUR AFFILIATES, LICENSORS OR CERTIFICATION EXAM PROVIDERS, WILL BE RESPONSIBLE FOR ANY COMPENSATION, REIMBURSEMENT, OR DAMAGES ARISING IN CONNECTION WITH 1) YOUR FAILURE TO ACHIEVE A PLANISWARE CERTIFICATION OR OTHER INABILITY TO PARTICIPATE IN THE PROGRAM, INCLUDING AS A RESULT OF ANY A) TERMINATION OR SUSPENSION OF THIS AGREEMENT, OR B) OUR DISCONTINUATION OF ANY PLANISWARE CERTIFICATION PROGRAM, CERTIFICATION EXAM, OR ALL OF THE PROGRAM; OR 2) ANY INVESTMENTS, EXPENDITURES, OR COMMITMENTS BY YOU IN CONNECTION WITH THIS AGREEMENT OR YOU USE OF OR ACCESS TO THE PROGRAM.
  4. No partnership.  You acknowledge nothing herein shall be construed as creating a partnership, agency or any form of joint enterprise based on this Agreement or Your authorized use of the Planisware Certification.
  5. Assignement.  You acknowledge that the rights and obligations hereunder, including any rights to use the Planisware name or logos in connection with the Planisware Certification, in whole or in part, are personal and may not be assigned by You to any third party. Any attempted assignment will be null and void and shall constitute a breach of this Agreement. No modification of these terms and conditions or waiver of rights will be effective unless agreed in writing by the party to be charged. Waiver of any breach or default will not constitute waiver or any other right under these terms or conditions or any subsequent breach or default.
  6. Remedies.   It is expressly agreed that a material breach of this Agreement by You may cause irreparable harm and a remedy at law may be inadequate. In addition to any and all remedies available at law, Planisware will be entitled to injunctive relief or other equitable remedies in the event of a threatened or actual violation of any of the provision of this Agreement.
  7. Merger; Translations.  This Agreement constitues the entire agreement between the parties, and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning the Program. If We provide a translation of the English language version of this Agreement, the English language version of the Agreement will control if there is any conflict.  Other than as stated herein, this Agreement may not be modified or amended except by a written instrument signed by You and Our authorized representive.
  8. Payment & Conversion rate.  In consideration for the limited rights granted under this Agreement to You, You agree to pay, in full, the applicable fees as set forth in the Plainisware Certification Website (“Fees”) in accordance with the terms of this Agreement.  All invoiced amounts are due and payable within thirty (30) days of your receipt of the invoice. If any Fees are not paid when due, Planisware may, at its option, charge interest at a rate of eighteen percent (18%) per annum or, if less, the highest rate allowed by applicable law, and charge all expenses incurred by Planisware in its Fee-collection efforts and terminate this Agreement in accordance with Section 7.  All exam fees paid in connection with the Program are in U.S dollars or in Euro as identified by Us in Our invoice to You. You are responsible for any exchange rate fluctuations. 
  9. Taxes.  You will pay any and all taxes pertaining to the Program or the use of the Planisware Box during the term of this Agreement, including but not limited to property and/or use taxes, and will reimburse Us on Our request if We are required to pay any such tax.
  10. Governing law and Waiver of Jury Trial.   You have the option of paying the fees under this Agreement in either United States Dollars or Euros.  If You choose to make Your initial fee payment in United States Dollars, then this Agreement shall be governed exclusively by the internal laws of the State of California, without regard to its conflicts of laws rules. The state and federal courts located in San Francisco County, Californa shall have exclusive jurisdiction to adjudicate any dispute arising out of or relating to this Agreement. If You choose to make Your initial fee payment in Euros, then this Agreement shall be governed exclusively by the internal laws of France, without regard to its conflicts of laws rules. The relevant courts located in Paris, France shall have exclusive jurisdiction to adjudicate any dispute arising out of or relating to this Agreement.  Each party hereby consents to the exclusive jurisdiction of such couts. Each party also hereby waives any right to jury trial in connection with any action or litigation in any way arising out of or related to this Agreement.

In witness whereof, the parties have duly executed this Agreement as of the Effective Date.