This SaaS Subscription Agreement (this “Agreement”) is by and between Customers101. (“Customers101”) and the Client specified on the Customers101 Registration Form (“Client”) and applies to the Client’s use of the Customers101 system:

Customers101 provides an on-demand SaaS (software as a service) system that allows the Client and Client’s Users to manage their proprietary data and communicate with its prospects and customers (“Customers101 System”).

This Customers101 is delivered as a SaaS (software as a service) subscription over the Internet per-user basis as authorized and indicated on the Client Registration Form. As part of Customers101, Customers101 provides User access, support inquiries via email and telephone, data hosting, daily IT administration, data security, and backup processes with multiple redundant servers. (“Monthly Support Services”).

Customers101 also provides setup assistance, training, consulting, and other services that assist the Client in using the software. (“Professional Services”).

Definitions

“User” means a person who is a director, officer, employee, or agent of the Client who is authorized to access the software to use its functionality.

“Customer” means a potential or existing customer of the Client.

“Client Data” has the meaning set out in section 5.1.

“Subscription” is having access, usage, and support for a predetermined number of Users.

“Client Registration Form” means a standard Customers101 form setting out the client name, legal entity, fees, and inclusions submitted by an authorized authority of the Client.

“Customers101” 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 SaaS system and monthly Support Services. (training)

TERMS OF USE

Description of Services         

Customers101 will provide the Services to the Client. Client may allow its Users to access the Services 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. The client is prohibited from providing or repurposing the Services to other parties in any manner, including as a service bureau or application service provider.

The 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 SaaS System by issuing a username and password 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 Customers101 of which the Client becomes aware.

In conjunction with Customers101, Customers101 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 Customers101 and/or that portions of the Services may migrate to other formats. Customers101 shall give prompt notice of any such changes to Client. Customers101 may also expand or enhance the Services by providing additional features in the general course of Customers101 standard development methods and timetable. There may be additional costs if these features are at the Client’s request or timing.

Client Responsibility

It is the Client’s responsibility to provide for its access to the Internet, arrange for secure Internet access, pay any associated service fees, and train its Users in basic Internet access.

Customers101 supports Clients that use the Customers101 System to communicate information to persons who have explicitly requested such information. Client must use the Customers101 System in compliance with all applicable laws, including, but without limitation, privacy laws. The client is solely responsible for collecting, inputting, and updating all customer data stored on the system. The client may not use the Customers101 System for anything 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 Customers101, including but for the purpose of building a similar or competitive product. The client will indemnify Customers101 in accordance with the indemnity provisions specified in section 6.3 for any damages or out-of-pocket expenses incurred by Customers101 resulting from Client’s violation of any of the terms of this section 2.2.

Client agrees not to use the Customers101 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 offense, under any applicable law or regulation. Although Customers101 is not responsible for any such communications, Customers101 may suspend any such communications of which Customers101 is made aware at any time and provide prompt notice to the Client. The client will indemnify Customers101 in accordance with the indemnity provisions specified in section 6.3 for any damages or out-of-pocket expenses incurred by Customers101 resulting from the 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, Customers101 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 Customers101 quoted time and materials rate, charged to its clients generally.

Customers101 represents and warrants that it will provide the SaaS services professionally consistent with general industry standards.

Monthly support Services include user access, data hosting, daily IT administration, data security with backup processes, and responding to User support inquiries during published hours of operation via email to hello@customers101.com.

Customers101 shall use reasonable efforts to ensure that Customers101 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 Customers101, and Customers101 shall promptly use reasonable efforts to restore access to the Services as soon as possible. Customers101 shall use reasonable efforts to protect the Client’s data within the Customers101 System Services from unauthorized access by a third party or total loss.

Customers101 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.

Customers101 shall use reasonable efforts to provide continuous service. Customers101 reserves the right to schedule downtime for upgrades, repair, and regular network maintenance, which will be performed at a time to minimize inconvenience to the Client and Users. Unless Customers101 cannot do so for security or other reasons beyond Customers101’s reasonable control, Customers101 will give Client reasonable advance notice of such downtime.

Customers101 shall have a royalty-free, worldwide, irrevocable, perpetual license to use and incorporate into the Customers101 System any suggestions, enhancement requests, recommendations, or other feedback provided by Client, including users, relating to the Customers101 and other Services.

Payment

You have selected the monthly fees applicable to the Services, including a one-time setup fee of $997. Customers101 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 Customers101 System and monthly Professional Services commence upon submittal of the Client Registration Form. Fees for monthly Customers101 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 before 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.

Customers101 reserves the right to increase fees for Customers101 System Software and Monthly Support and Professional Services annually following year one of the anniversary date of the executed Client Registration Form. Customers101 will provide the Client with written notice 30 days before such increases.

Ownership and Confidentiality

Customers101 and Client agree to maintain the confidentiality of any data relating to the usage of the Customers101 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 Client’s sole property and are considered Client Data. The Client retains the right to export Client Data anytime without reason or permission from Customers101. Customers101 will have access to Client Data for the sole purpose of providing technical support.

Customers101 will provide the Services to the Client by means of network access. Any Client Data will be stored at one or more Customers101 locations in digital form accessible by telecommunications links between such locations and authorized Client networks.

Client acknowledges and agrees that nothing in this Agreement grants Client any ownership rights to the Customers101 System or Services or any related trademarks, copyrights, trade secrets, or patents. Client shall have no rights to the Customers101 System and/or Services except as set forth herein. All information and data concerning the Customers101 System and Services is the intellectual property and confidential information of Customers101.

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 Customers101 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 Customers101 in the course of providing the Services.

The Client agrees that Customers101 may use the Client’s name and logo to identify the Client as a client on the Customers101 website as a part of a general list of Customers101 clients for use and reference in Customers101 literature. The release of any marketing material identifying Client as a client of Customers101 will be subject to Client’s prior written approval, which will not be unreasonably withheld.

WARRANTY AND LIMITATION OF LIABILITY

Customers101 DOES NOT GUARANTEE THE SAAS SERVICES WILL BE PERFORMED ERROR-FREE OR UNINTERRUPTED, OR THAT Customers101 WILL CORRECT ALL SAAS SERVICES ERRORS. CUSTOMER ACKNOWLEDGES THAT Customers101 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 Customers101 ARE PROVIDED “AS IS, WHERE IS.” Customers101 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. Customers101, 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. At the indemnifying party’s expense, the other party shall help investigate and defend such claims as the indemnifying party may reasonably request. This indemnity shall survive the termination of this Agreement.

Client shall be liable to Customers101 for any loss Customers101 suffers as a result of any breach of this Agreement by Client for Client’s obligations to use the Customers101 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 the 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 the Client enters or is placed into receivership or if the Client is petitioned into bankruptcy, makes a proposal under the Bankruptcy Act for the benefit of its creditors, or ceases to carry on business or is wound up.

If Customers101 believes that Client has breached any of its obligations under this Agreement, Customers101 will notify Client. The client will have seventy-two (72) hours from the receipt of the notice to cure the alleged breach and to notify Customers101 in writing that the cure has been affected. If the breach is not cured, Customers101 has the right to terminate the Agreement without further notice.

Upon termination of this Agreement, access to the Customers101h System by the Client and its Users will be terminated.

General

This Agreement and the documents referred to in it contain the whole agreement between Customers101 and Client relating to the Services.

Customers101 may assign this Agreement in connection with a merger, amalgamation, or corporate re-organization involving Customers101 or in connection with the sale of all or substantially all the assets of Customers101. Client agrees to a non-exclusive and non-transferable license and may only assign this Agreement on the consent of Customers101, which consent will not be unreasonably withheld but is subject to a one-time $500 transfer fee. If the 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.

The laws of the State of Texas govern this Agreement. All disputes arising out of or in connection with this Agreement shall be referred to and finally resolved by arbitration or mediation under the United States for Dispute Resolution rules. The place of arbitration of mediation shall be San Antonio, Texas, USA.

The parties acknowledge that each is an independent contractor and that nothing in this Agreement constitutes a joint venture or partnership. Neither party has the right to bind nor act for the other as an agent or in any other capacity.

This Agreement contains the parties’ entire agreement 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 in writing and signed by both parties. Standard or printed terms 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 to the email addresses below. If mailed, the notices will be deemed received within 3 days after mailing. If sent by registered or certified mail, a return receipt is requested. From time to time, either party may 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 as 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 agree that an electronic agreement during the purchase process shall be considered binding.