"Here is our Service Agreement
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10X-ADVANTAGE SUBSCRIPTION USER AGREEMENT & TERMS OF USE This SaaS Subscription Agreement (this “Agreement”) is by and between 10X-Advantage. (“10X-Advantage”) and the Client specified on the 10X-Advantage Registration Form (“Client”) and applies to Client’s use of 10X-Advantage system: 10X-Advantage provides an on-demand Martech SaaS (software as a service) system which allows the Client and Client’s Users to manage its own proprietary data and communicate with its prospects and customers (“10X Martech System”). This 10X Martech System is delivered as a SaaS (software as a service) subscription over the Internet on a per user basis as authorized and indicated on the Client Registration Form. As part of the 10X Martech System, 10X-Advantage provides User access, support enquiries via email and telephone, data hosting, daily IT administration, data security and back-up processes with multiple redundant servers. (“Monthly Support Services”). 10X-Advantage also provides setup assistance, training, consulting and other services that assist Client to use the software. (“Professional Services”). Definitions “User” means a person who is a director, officer, employee or agent of Client who is authorized to access the software in order to use its functionality. “Customer” means a potential or existing customer of Client. “Client Data” has the meaning set out in section 5.1. “Subscription” is defined as having access, usage and support for a predetermined number of Users. “Client Registration Form” means a standard 10X-Advantage form setting out client name, legal entity, fees and inclusions that is submitted by an authorized authority of Client. “10X Martech System” has the meaning set out in the Preamble. “Monthly Support Services” has the meaning set out in the Preamble. “Professional Services” has the meaning set out in the Preamble. “Services” collectively means the Martech system, Monthly Support Services.(training) TERMS OF USE Description of Services 10X-Advantage will provide the Services to Client. Client may allow its Users to access the Services in order to use its functionality, but only in conjunction with the Client’s business. Under no circumstances can Client allow other commercial entities (including, without limitation, Client’s affiliates or business partners) to access the Services. Client is prohibited from providing or repurposing the Services to other parties in any manner, including as a service bureau or application service provider. Client may authorize up to the number of users submitted and authorized on the Client Registration Form. Client may add additional Users beyond the authorized number at any time in accordance with the rate per additional user agreed to on the Client Registration Form, or by execution of a mutually agreeable written amendment to the Client Registration Form. Users shall be granted access to the 10X Martech System through issue of user names and passwords provided at User implementation. The Client shall be responsible for verifying the status of Users, and updating such lists on a regular basis. The Client is responsible for maintaining the confidentiality of usernames and passwords. The Client agrees to immediately notify 10X-Advantage of any unauthorized use of the 10X Martech System of which Client becomes aware. In conjunction with the 10X Martech System 10X-Advantage will provide and maintain online help files. Client understands that from time to time the Services may be added to, modified, or deleted from by 10X-Advantage and/or that portions of the Services may migrate to other formats. 10X-Advantage shall give prompt notice of any such changes to Client. 10X-Advantage may also expand or enhance the Services by providing additional features in the general course of 10X-Advantage’s standard development methods and timetable. If these features are at the request or timing of the Client there may be additional cost. Client Responsibility It is Client's responsibility to provide for its own access to the Internet, arrange for secure Internet access and pay any service fees associated with such access and to train its Users in basic Internet access. 10X-Advantage supports Clients that use the 10X Martech System to communicate information to persons who have explicitly requested such information. Client must use the 10X Martech System in compliance with all applicable laws including, but without limitation, privacy laws. Client is solely responsible for collecting, inputting and updating all customer data stored on the system. Client may not use the 10X Martech System for any other purpose other than explicitly set out in this Agreement. Client shall not permit anyone to copy or republish, reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code or intellectual property of any of 10X’s Systems including but for the purpose of building a similar or competitive product. Client will indemnify 10X-Advantage in accordance with the indemnity provisions specified in section 6.3 for any damages or out of pocket expenses incurred by 10X-Advantage resulting from Client’s violation of any of the terms of this section 2.2. Client agrees not to use the 10X Martech System to communicate any message or material that is harassing, libelous, threatening, obscene, or would violate the intellectual property rights of any party or is otherwise unlawful, or that constitutes or encourages conduct that could constitute a criminal offence, under any applicable law or regulation. Although 10X-Advantage is not responsible for any such communications, 10X-Advantage may suspend any such communications of which 10X-Advantage is made aware of, at any time, and provide prompt notice to the Client. Client will indemnify 10X-Advantage in accordance with the indemnity provisions specified in section 6.3 for any damages or out of pocket expenses incurred by 10X-Advantage resulting from Client’s violation of any of the terms of this section 2.3. Client shall provide Users with appropriate notice of the terms and conditions under which access to the Services is granted under this Agreement including, in particular, any limitations on access or use of the Services as set forth in this Agreement. In the event of any unauthorized use of the Services by a User, 10X-Advantage may terminate such User’s access to the Services. Professional Services and Support Services Any additional Services, including implementation, training, consulting or customization will be by written agreement, support ticket or approved quote and will be at 10X-Advantage’s quoted time and materials rate, charged to its clients generally. 10X-Advantage represents and warrants that it will provide the SaaS services in a professional manner consistent with general industry standards. Monthly support Services include user access, data hosting, daily IT administration, data security with back-up processes and responding to User support inquiries during published hours of operation via email (adrian@10X-Advantage.com) or telephone (210) 592-4440. 10X-Advantage shall use reasonable efforts to ensure that 10X-Advantage’s servers have sufficient capacity and rate of connectivity to provide the Client and Users with uptime comparable to other similar service providers. If the Services fail to operate in conformance with the terms of this Agreement, Client shall immediately notify 10X-Advantage, and 10X-Advantage shall promptly use reasonable efforts to restore access to the Services as soon as possible. 10X-Advantage shall use reasonable efforts to ensure the protection of the Client’s data used within the 10X Martech System Services from unauthorized access by a third party, or total loss. 10X-Advantagey will be excused from performance for any period during which, and to the extent that, such party or any subcontractor is prevented from performing any obligation or Service, in whole or in part, as a result of causes beyond its reasonable control, and without its fault or negligence, including without limitation, acts of God, strikes, lockouts, riots, acts of terrorism or war, epidemics, communication line failures, and power failures. 10X-Advantage shall use reasonable efforts to provide continuous service. 10X-Advantage reserves the right to schedule down-time for upgrades, repair and regular network maintenance which will be performed at a time to minimize inconvenience to Client and Users. Unless 10X-Advantage cannot do so for security or other reasons beyond 10X-Advantage’s reasonable control, 10X-Advantage will give Client reasonable advance notice of such down-time. 10X-Advantage shall have a royalty-free, worldwide, irrevocable, perpetual license to use and incorporate into the 10X Martech System any suggestions, enhancement requests, recommendations or other feedback provided by Client, including users, relating to the 10X System and other Services. Payment The fees applicable to the Services per month have been selected by you and may include a one-time setup fee. 10X-Advantage will bill all applicable taxes and Client will pay all state/provincial and federal taxes and duties, if applicable. Client agrees to pay for any reasonable, out-of-pocket travel and related expenses incurred in the performance of Professional Services beyond the normal scope. Fees for monthly 10X Martech System and monthly Professional Services commence upon submittal of the Client Registration Form. Fees for monthly 10X Martech System and monthly Professional Fees services are payable by credit card or preauthorized payment plan monthly in advance or may be invoiced quarterly or yearly in advance, payable prior to commencement of the services. Except as expressly provided otherwise, fees are non-refundable. Upon request and approval, one-time services can be invoiced at net thirty (30) days. Any undisputed sums bear interest at a rate of 1.5% per month, 18% per annum. 10X-Advantage reserves the right to increase fees for 10X Martech System Software and Monthly Support and Professional Services on an annual basis following year one of the anniversary date of the executed Client Registration Form. 10X-Advantage will provide Client written notice 30 days in advance of any such increases. Ownership and Confidentiality 10X-Advantage and Client agree to maintain the confidentiality of any data relating to the usage of the 10X Martech System by Client and its Users or any Client-specific data (“Client Data”). All data collected externally, supplied, or received by the Client that is entered into, or used within the Services, are the sole property of the Client and is considered to be Client Data. The Client retains the right to export Client Data at any time without reason or permission from 10X-Advantage. 10X-Advantage will have access to Client Data for the sole purpose of providing technical support. 10X-Advantage will provide the Services to the Client by means of network access. Any Client Data will be stored at one or more 10X-Advantage locations in digital form accessible by telecommunications links between such locations and authorized networks of Client. Client acknowledges and agrees that nothing in this Agreement grants Client any ownership rights to the 10X Martech System or Services, or any related trademarks, copyrights, trade secrets or patents. Client shall have no rights to the 10X Martech System and/or Services except as set forth herein. All information and data concerning the 10X Martech System and Services, is the intellectual property and confidential information of 10X-Advantage. Client shall not at any time whether before or after the termination of this Agreement disclose, furnish, or make accessible to anyone any confidential information of 10X-Advantage which confidential information is deemed to be the terms of this Agreement, price, methodologies using the Services or any information or statistics supplied to Client by 10X-Advantage in the course of providing the Services. Client agrees that 10X-Advantage may use Client’s name and logo to identify Client as a client on 10X-Advantage’s website as a part of a general list of 10X-Advantage clients for use and reference in 10X-Advantage marketing literature. The release of any marketing material identifying Client as a client of 10X-Advantage will be subject to Client’s prior written approval, which will not be unreasonably withheld. W ARRANTY AND LIMITATION OF LIABILITY 10X-ADVANTAGE DOES NOT GUARANTEE THAT THE SAAS SERVICES WILL BE PERFORMED ERROR-FREE OR UNINTERRUPTED, OR THAT 10X-ADVANTAGE WILL CORRECT ALL SAAS SERVICES ERRORS. CUSTOMER ACKNOWLEDGES THAT 10X-ADVANTAGE DOES NOT CONTROL THE TRANSFER OF DATA OVER COMMUNICATIONS FACILITIES, INCLUDING THE INTERNET, AND THAT THE SAAS SERVICE MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF SUCH COMMUNICATIONS FACILITIES. SPECIFIC EXCLUSION OF OTHER WARRANTIES - THE SERVICES, CONSULTING OR RECOMMENDATIONS OF 10X-ADVANAGE ARE PROVIDED "AS IS, WHERE IS." 10X-ADVANTAGE DISCLAIMS ALL WARRANTIES WITH RESPECT TO THE SERVICES WHETHER EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, DURABILITY AND FITNESS FOR A PARTICULAR PURPOSE. 10X-ADVANTAGE, ITS LICENSORS, SUPPLIERS AND AGENTS ARE NOT LIABLE UNDER THIS AGREEMENT FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, OR INCIDENTAL DAMAGES OR LOSS OF PROFITS RESULTING FROM THE SERVICES, CONSULTING OR RECOMMENDATIONS (OR ANY THIRD PARTY GOODS OR SERVICES) EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. Each party shall indemnify and hold the other harmless for any losses, claims, damages, awards, penalties, or injuries incurred by any third party, including reasonable legal fees, which arise from any alleged breach of such indemnifying party's agreements, representations and warranties made under this Agreement, provided that the indemnifying party is promptly notified of any such claims. The indemnifying party shall have the sole right to defend such claims at its own expense. The other party shall provide, at the indemnifying party's expense, such assistance in investigating and defending such claims as the indemnifying party may reasonably request. This indemnity shall survive the termination of this Agreement. Client shall be liable to 10X-Advantage for any loss 10X-Advantage suffers as a result of any breach of this Agreement by Client for Client’s obligations to use the 10X Martech System in accordance with applicable law, including, without limitation, Do-Not-Call, privacy or anti-spam legislation. Term and Termination The term of a Single User Agreement or Multi User Agreement is ongoing until terminated by either party by providing written notice of at least thirty (30) days in accordance with section 9. If either party should default in the performance or observance of any of its obligations, then, in addition to all other rights and remedies available to the non-defaulting party, the non-defaulting party may suspend performance and observance of any or all its obligations under this Agreement, without liability, until the other party’s default is remedied. Additionally, this Agreement shall terminate immediately and automatically if Client enters or is placed into receivership or if the Client is petitioned into bankruptcy or makes a proposal under the Bankruptcy Act for the benefit of its creditors, or ceases to carry on business or is wound up. In the event that 10X-Advantage believes that Client has breached any of its obligations under this Agreement 10X-Advantage will notify Client. Client will have seventy-two (72) hours from the receipt of notice to cure the alleged breach and to notify 10X-Advantage in writing that cure has been effected. If the breach is not cured 10X-Advantage has the right to terminate the Agreement without further notice. Upon termination of this Agreement access to the 10X Martech System by the Client and its Users will be terminated. General This Agreement together with the documents referred to in it contain the whole agreement between 10X-Advantage and Client relating to the Services. 10X-Advantage may assign this Agreement in connection with a merger, amalgamation or corporate re-organization involving 10X-Advantage, or in connection with the sale of all or substantially all the assets of 10X-Advantage. Client agrees to a non-exclusive and non-transferable license and may only assign this Agreement on consent of 10X-Advantage, which consent will not be unreasonably withheld but is subject to a one-time $500 transfer fee. If assignment is in connection with Client’s merger or acquisition of Client by another party having a significantly greater number of Users than currently undertaken by Client then the parties shall mutually discuss a new set of payment terms. This Agreement is governed by the laws of the State of Texas. All disputes arising out of or in connection with this Agreement shall be referred to and finally resolved by arbitration or mediation under the rules of the United States for Dispute Resolution. The place of arbitration of mediation shall be San Antonio, Texas, USA. The parties acknowledge that each is an independent contractor and nothing in this Agreement constitutes a joint venture or partnership and neither party has the right to bind nor act for the other as agent or in any other capacity. This Agreement contains the entire agreement of the parties and supersedes all previous oral and written communications by the parties, concerning the subject matter of this SaaS Agreement. This SaaS Agreement may be amended solely in a writing signed by both parties. Standard or printed terms contained in any purchase order or sales confirmation are deemed rejected and shall be void unless specifically accepted in writing by the party against whom their enforcement is sought; mere commencement of work or payment against such forms shall not be deemed acceptance of the terms. Notices 9.1. All notices given will be in writing and may be hand delivered, or delivered via e-mail at the respective email addresses set out below. If mailed, the notices will be deemed received within 3 days after mailing if sent by registered or certified mail, return receipt requested. Either party may from time to time change its Notice Address by written notice to the other party. 9.2. This SaaS Agreement may be executed in multiple counterparts, each of which when executed will be an original, and all of which, when taken together, will constitute one agreement. Delivery of an executed counterpart of a signature page of this SaaS Agreement by facsimile or other electronic transmission (including via pdf) will be effective as delivery of a manually executed counterpart. Agreement This Agreement constitutes the entire agreement between the parties and supersedes any prior or contemporaneous oral or written representation with regard to the subject matters hereof. This Agreement is for the benefit of both parties and shall be governed by the laws of the State of Texas. If any provision of this Agreement is found to be unenforceable, the remainder shall be enforced as fully as possible and the unenforceable provision shall be deemed modified to the limited extent required to permit its enforcement in a manner most closely approximating the intention of the parties as expressed herein. All parties fully agree that an electronic agreement during the purchase process shall be considered binding. .
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