Samex, LLC, a Michigan Limited Liability Company with its principal office at 1000 W. John R. Troy, MI 48083 (“Company”), makes the Acquity, TiTAN Lead Engine, Strategic Growth Network and B3 Training Services, available to you (“Client”) on the terms and conditions set forth in this Master Services Agreement (this “Agreement”). This Agreement, together with all Samex Agreements referencing this Agreement which are later executed by the parties, is a legally binding contract between Company and Samex.
BY AGREEING TO THIS AGREEMENT (INCLUDING BY CLICK-THROUGH OR OTHER AGREEMENT OR BY EXECUTING A SAMEX AGREEMENT THAT REFERENCES THIS AGREEMENT), CLIENT EXPRESSLY ACKNOWLEDGES THAT CLIENT HAS READ THIS AGREEMENT AND AGREES TO ALL OF ITS RESPECTIVE TERMS AND CONDITIONS.
By agreeing to this Agreement (including by click-through or other agreement), Company is waiving, to the extent permitted under applicable law, any rights to or legal requirements regarding an original non-electronic signature or the delivery or retention of non-electronic records in order for a contract to be legally binding. If Company utilizes Samex Services, Company shall be deemed to have accepted this Agreement and all of its terms and conditions. If the individual accepting this Agreement is accepting on behalf of such individual’s employer or another entity that is the Company under this Agreement, such individual represents that they have the authority to bind such entity and its affiliates to this Agreement. If an individual does not have such authority, then such individual may not use Samex Services on behalf of Company and must discontinue all use of Samex Services immediately.
The Company and the Customer are jointly referred to as “Parties” and individually as “Party.” The Customer wishes to obtain access to the SaaS Services from the Company, which the Company agrees to provide as per the terms of this Agreement.
Terms of the Agreement
Purpose: The Company agrees to provide Acquity, The Strategic Expansion Toolkit, and B3 Incubator Services (hereinafter referred to as “Platform”) by Samex LLC as a SaaS (Software as a Service) for sales tracking, branding and web development, marketing automation, operational management, professional development and also provide for the maintenance and support.
Services: The Company shall provide the best possible services:
Customer and Authorized Users access to the Platform.
Customer Professional Services.
Subscription Audits: Each subscription service and other related professional services shall provide the specification of the services, the platforms used, user limitations, the subscription term, and terms and conditions.
Changes to Platform: The Company may, in its sole discretion, make any changes to any Platform that it deems necessary or useful to maintain or enhance:
2. Platform Access and Authorized User
Administrative Users: During the configuration and set-up process for the Platform, the Customer will identify an administrative user name and password for the Customer’s account with the Company. The Company shall reserve the right to refuse registration of or cancel user names and passwords or delete accounts as it deems inappropriate.
Authorized Users: Customers may allow a pre-determined number employees and/or independent contractors as is indicated on an Order Form to use the applicable Platform on behalf of Customer as “Customer Users.” Additionally, if applicable to a Platform, the Customer may allow 2 designees (“Vendor Users” and together with Customer Users, “Authorized Users”). Authorized User subscriptions are for designated Authorized Users and cannot be shared or used by more than one Authorized User, but may be reassigned to new Authorized Users.
Authorized User Conditions to Use:
As a condition to access and use of a Platform
The Customer shall be responsible for:
All confidential information that is communicated to and obtained by the Company from the Customer in connection with performing the above-mentioned services shall be held by the Company in full trust. At no time the Company shall use any confidential information obtained through conducting this service contract either directly or indirectly, for personal benefit, or disclose or communicate such information in any manner.
4. Proprietary Rights
The Company shall reserve the right to all title interest.
The Company shall own and retain all rights, title, and interest in:
Any kind of services software, applications, inventions, or other technology developed in connection with the Services;
All intellectual property and proprietary rights in and related to any of the foregoing subscription services (collectively, “Services IP”).
To the extent Customer acquires any right, title, or interest in any Services IP, Customer hereby assigns all of its right, title, and interest in such Services IP to the Company.
Customer Data and Vendor Information License: Customer hereby grants the Company a non-exclusive, transferable, sublicensable, worldwide, and royalty-free license to use and otherwise exploit (i) Customer Data to provide the Services to Customer hereunder and as necessary or useful to monitor and improve a Platform, Software and Services, both during and after the Term, and (ii) Vendor Information for any lawful purpose. To avoid any doubt, the Company shall use, reproduce and disclose Platform, Software and Services-related information, data, and material that is anonymized, de-identified, or otherwise rendered not reasonably associated or linked to Customer, all of which information, data, and material, will be owned by Company.) It is Customer’s sole responsibility to back-up Customer Data during the Term, and Customer acknowledges that it will not have access to Customer Data through Company or any Platform following the expiration or termination of this Agreement.
Intellectual Property: The Company shall retain all the subscription services, including all documentation, modifications, improvements, upgrades, derivative works, and all other Intellectual Property rights in connection with the Service, including the Company's name, logos and trademarks reproduced through the Service.
5. Payment Terms
The Customer shall pay the Company the then-applicable fees described in an Order Form or Statement of Work, as applicable, in accordance with the terms set forth therein (“Fees”).
The Company may choose to bill through an invoice, in which case, full payment for invoices issued in any given month must be received by the Company 14 days after the mailing date of the invoice (unless otherwise specified on the applicable Order Form). Unpaid amounts are subject to a finance charge each month on any outstanding balance. The Company further reserves the right to suspend Services in the event of payment delinquency.
All digital and downloadable product sales are final. We do not offer digital product refunds, once a download/digital access has been assigned. Please be advised that any and all agreements for downloadable/digital products, B3 or The Big Business Blueprint or sub digital products are NOT subject to cancellation, refund or store credit. We do not accept any verbal modifications of these Agreements and the “no refund and no cancellation” policy stated in the Agreements is strictly adhered to. Canceling or removing the credit card on file does not cancel your subscription and violates the terms of this service agreement. Delinquent accounts and invoices to all Samex services will be suspended once the delinquency reaches 60 days. Upon cancellation due to delinquency, Company will still be liable for the full contract value through the term of the agreement.
Compliance with Notification Laws: The Company shall comply with all applicable laws regarding the notification of individuals in the event of an unauthorized release of personally identifiable information and notification other unauthorized data and information disclosures. Procedure After Unauthorized Disclosure: Within 30 days of discovering any breach of the Company's security obligations or any other event requiring notification under applicable law, The Company shall notify Customer, and any other individual's Law requires to be notified, of the breach or other events by telephone and e-mail.
Customer may terminate this agreement for any reason on 30 days’ notice to the Company. Each party may terminate this agreement with immediate effect by delivering notice of the termination to the other party, if:
The other party has made any inaccuracy in, or otherwise materially breaches, any of its obligations, covenants, or representations, and; The failure, inaccuracy, or breach continues for a period of 30 days' after the injured party delivers notice to the breaching party reasonably detailing the breach. The Company may terminate this agreement with immediate effect by delivering notice of the termination to the Customer if the Customer fails to pay the invoice amount on time 2 times over any term. Upon termination of this Agreement, the Company shall cease reproducing, advertising, marketing, and distributing any material or information pertaining to the Customer immediately.
The Parties each agree to indemnify and hold harmless the other Party, its respective affiliates, employees, and permitted successors and assigns against any losses, claims, damages, penalties, liabilities, punitive damages, expenses, reasonable legal fees of whatsoever kind or amount, which result from the negligence of or breach of this Agreement by the indemnifying party, its respective affiliate or successors and any assign that occurs in connection with this Agreement. This section remains in full force and effect even after the termination of the Agreement.
10. Limitation of Liability
In no event shall either Party:
have liability arising out of or related to this Agreement, whether, in contract, tort or under any other theory of liability exceed in the aggregate of the total fees paid or owed by the Customer and Vendors hereunder during the 3 months immediately preceding the date of the event giving rise to the claim (such amount being intended as a cumulative cap and not per incident).
have any liability to the other for any lost profits or revenues or any indirect, incidental, consequential, cover, special, exemplary, or punitive damages, howsoever caused, whether, in contract, tort, or under any other conditions of liability.
The foregoing limitations and disclaimers shall not apply to the extent prohibited by applicable law.
In the event of any dispute arising in and out of this Agreement between the Parties, it shall be resolved by Arbitration. The Arbitrators' decision shall be final and will be binding on both the Parties.
Assignability: Neither party may assign this Agreement or the rights and obligations thereunder to any third party without the prior express written approval of the other Party which shall not be unreasonably withheld.
Notices: Any notice required to be given to the Customer shall be delivered by certified mail, personal delivery, or overnight delivery paid for by the Company.
Force Majeure: Neither party shall be liable for any failure in performance of the obligation under this Agreement due to cause beyond that party's reasonable control (including and not limited to any pandemic, fire, strike, act or order of public authority, and other acts of God) during the pendency of such event.
Modification: No modification of this Agreement shall be made unless in writing, signed by both parties.
Severability: If any term, clause, or provision hereof is held invalid or unenforceable by a court of competent jurisdiction, all other terms will remain in full force and effect until the Agreement termination.
Governing Law and Jurisdiction: This Agreement shall be governed by the laws of the Oakland County, Michigan. United States.. If the disputes under this Agreement cannot be resolved by Arbitration, they shall be resolved by litigation in the courts of the Oakland County, Michigan. United States. including the federal courts therein, and the Parties all consent to the jurisdiction of such courts, agree to accept service of process by mail and hereby waive any jurisdictional or venue defenses otherwise available to it.
Legal and Binding Agreement: This Agreement is legal and binding between the Parties as stated above. This Agreement may be entered into and is legal and binding in the Oakland County, Michigan. United States.. The Parties each represent that they have the authority to enter into this Agreement.
Entire Agreement: This Agreement constitutes the entire understanding of the Parties, and revokes and supersedes all prior contracts between the Parties and is intended as a final expression of their Agreement. It shall not be modified or amended except in writing signed by the Parties hereto and specifically referring to this Agreement.