Thank You for using Biz4x.
This Agreement constitutes a binding contract on You and governs the use and access of the Services by You and Your End-Users whether in connection with a Subscription or Free Trial to the Services.
By accessing or using the Services, or authorizing or permitting any End-User to access or use the Services, You are agreeing to this Agreement, and concluding a legally binding contract with 4xLabs. If You are agreeing to this Agreement not as an individual, but on behalf of Your Organization, then You are concluding a legally binding contract with 4xLabs and Your Organization, and representing to 4xLabs that You have the authority to legally bind Your Organization to this Agreement. If You do not have such authority, or if You do not agree with this Agreement, You may not access or use the Services.
4xLabs may amend, change or update this Master Subscription Agreement, from time to time, entirely at its own discretion. You shall be responsible for checking this Master Subscription Agreement, and ensuring continued compliance with this Master Subscription Agreement. Nevertheless, We will attempt to notify You of any changes to the Master Subscription Agreement in a timely manner. Your access or use of the Services after any such amendment in the Master Subscription Agreement will be deemed as your consent to be bound by this latest version of the Master Subscription Agreement. The latest version of our Master Subscription Agreement is available on the Website.
4xLabs may provide a translation of the English version of the Master Subscription Agreement into other languages. You understand and agree that any translation of the Master Subscription Agreement into other languages is only for Your convenience and that the English version shall govern the terms of Your relationship with 4xLabs. In case there are any inconsistencies between the English version of the Master Subscription Agreement and its translated versions, the English version of the Master Subscription Agreement shall prevail.
Except as otherwise stated, nothing in the Agreement is intended, nor will be deemed, to confer rights or remedies upon any third party. If any provision of the Agreement is found to be unenforceable or invalid, then only that provision shall be modified to reflect the parties' intention or eliminated so that the Agreement shall otherwise remain in full force and effect.
The section titles in the Master Subscription Agreement are for convenience only and have no legal or contractual effect.
|2017/12/19||Limited our indemnity in case of negligence or misconduct by Us.|
|2018/01/17||Addition of Wholesale Marketplace and Professional Services, as well as small amendments throughout.|
|2018/12/26||Updated the names of certain modules. Some small corrections throughout.|
When used in this Agreement with the initial letters capitalized, in addition to the terms defined elsewhere in these Agreement, the following expressions, applying equally to both the singular and the plural forms, have the following meanings:
"4xLabs" refers to 4xLabs Pte Ltd, a company incorporated and existing under the laws of Singapore, registered under company number 201104120M, having its seat and registered office at 37A Hongkong Street, Singapore 059676.
"Account" means any accounts created by or on behalf of Subscriber or its End-Users on Biz4x.
"Additional Fees" means any charges in addition to the Subscription Fee that may occur when a Subscriber exceeds the usage limit specified in the Authorised Scope of Use of a Subscription. Additional Fees may be specified in the Agreement, or displayed on Biz4x when the End-User performs an action resulting in Additional Fees, such as accepting a Customer Booking request, sending a Marketplace RFQ or quote, accepting a Marketplace quote, or performing a Customer Screening.
"Additional Terms" means terms and conditions that are (I) contained in this Agreement under the “Additional Terms and Conditions” section or (II) included or incorporated on an Order Form.
Authorized Scope of Use
"Authorized Scope of Use" means the authorized use of the Services by the Subscriber, including but not limited to the number of authorized or concurrent End-Users, the subset of Services accessible, and any other restrictions which may be applicable to the Subscriber.
"Biz4x" is a platform owned and operated by 4xLabs, available through a website and web application at https://biz4x.com/ (the "Website"), the Biz4x mobile application (the "Mobile App") and the Biz4x Application Programming Interfaces (the "API").
"Biz4x Data" means Data that originates from 4xLabs and is available on or through Biz4x.
"Customer Screening" means a service on Biz4x which enables a Subscriber to perform due diligence on their customers.
"Confidential Information" means all information disclosed by You to 4xLabs or by 4xLabs to You which is in tangible form and labeled "confidential" (or with a similar legend) or which a reasonable person would understand to be confidential given the nature of the information and circumstances of disclosure. For purposes of this Agreement, this Agreement as well as Subscriber Data shall be deemed Confidential Information. Notwithstanding the foregoing, Confidential Information shall not include information that (a) was already known to the receiving party at the time of disclosure by the disclosing party; (b) was or is obtained by the receiving party from a third party who is not under an obligation of confidentiality with respect to such information; (c) is or becomes generally available to the public other than by violation of this Agreement or another valid agreement between the parties; or (d) was or is independently developed by the receiving party without use of the disclosing party’s Confidential Information.
"Customer Booking" means a service on Biz4x to (i) display certain Subscriber Data, including but not limited to, outlet information, and retail currency rates on, and to (ii) receive and accept customer bookings from Get4x and any Third Party Customer Booking Provider.
"Data" means textual, numerical, graphical, visual or other types of data submitted to or retrieved from Biz4x in connection with Your access to and use of the Services.
"End-User" means an individual authorized or permitted to access and use the Services through an End-User Account associated with the Organization Account.
"End-User Account" is an Account which consists of a username, a password and all information regarding the End-User, that is required to access and use the Services associated with the Subscription. Each End-User Account belongs to an Organization Account. An End-User Account shall be accessed by the End-User through an authentication process.
"Free Subscription" means a Subscription for which the Subscription Fee is waived.
"Free Trial" means a short-term Free Subscription for the sole purpose of evaluating the Services.
"Get4x" is a platform owned and operated by 4xLabs, available through a website and web application at https://get4x.com/, the Get4x mobile app and Get4x Application Programming Interfaces, and is one of the providers of Customer Booking.
"KYC Repository" means a service made available on Biz4x providing Subscribers with a secure way to exchange important information on their respective organizations.
"Market Data" means a service made available on Biz4x providing Subscribers with real-time foreign exchange market data.
"Market Maker" means a Subscriber who uses the Marketplace to make a market in one or more currencies, i.e., quotes both buy and sell prices for these currencies.
"Marketplace" means a service made available on Biz4x intended for Subscribers to discover counterparties and place orders for wholesale banknote trading.
Master Subscription Agreement
"Master Subscription Agreement" refers to this document.
"Order Form" means any order form, such as, but not limited to, paper order form, website registration page, email correspondence, executed or approved by You with respect to Subscription to the Services, which form may detail, among other things, Registration Information, Authorized Scope of Use, Subscription Term, Subscription Fee, Additional Fees, and Additional Terms, either directly or by referencing a Service Plan.
"Organization Account" is an Account which is created based on the Registration Information and contains all information regarding Your Organization required to provide the Services associated with the Subscription.
"Owner Account" means an End-User Account with full administrative permissions on the associated Organization Account.
"Paid Subscription" means any Subscription which is not a Free Subscription.
"Personal Data" means any data relating to an identified or identifiable natural person where an identifiable person is one who can be identified, directly or indirectly, in particular by reference to an identification number or to one or more factors specific to their physical, physiological, mental, economic, cultural or social identity.
"Personnel" means employees and/or non-employee service providers and contractors of the 4xLabs engaged in connection with the Services.
"Processing", "To Process" and "Processed" mean any operation or set of operations which is performed upon Data, whether or not by automatic means, such as collection, recording, organization, storage, adaptation, alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment, combination, blocking, erasure or destruction.
"Professional Services" means consulting and professional services (including training, success or implementation services) provided by 4xLabs or its authorized subcontractors as indicated on an Order Form or other written documents such as a Statement of Work.
Professional Services Fees
"Professional Services Fees" means any fees related to the Professional Services ordered by You.
"Reseller" means an individual or a legal person authorized to sell our Services but not under employment relationship with 4xLabs.
"Registration Data" is the Subscriber Data required from You about Your Organization and End-Users in order to create the Organization Account and End-User Accounts for Your Organization. The data required is dependent on the Services subscribed to, such as, but not limited to, information regarding incorporation, ownership, personnel, outlets, and licences.
"Services" means the services that are ordered by You via an Order Form referencing this Agreement, whether on a trial, free or paid basis, and made available by 4xLabs through Biz4x.
"Service Plan" means a standard template for a Subscription, for which the Authorized Scope of Use, and optionally Subscription Term, Subscription Fee, Additional Fees and Additional Terms are detailed on the Website.
Statement of Work
"Statement of Work" means the detailed description of the Professional Services to be provided by Us.
"Subscriber" or "You" or "Your" refer to you, as someone who accesses or uses the Services. If You access or use the Services not as an individual but on behalf of Your Organization, then "Subscriber" or "You" or "Your" refer to Your Organization.
"Subscriber Data" means Data originating from You and Your End-Users, which may include, without limitation, Personal Data.
"Subscription" means Your subscription to the Services as detailed in the Order Form.
"Subscription Fee" means the fee associated with a Subscription payable by the Subscriber to 4xLabs.
"Subscription Term" means the period for which a Subscription is valid and the Services are rendered to the Subscriber.
Third Party Customer Booking Provider
"Third Party Customer Booking Provider" means any provider for Customer Booking that operates as a third party approved by 4xLabs.
Third Party Data
"Third Party Data" means Data that originates from parties other than 4xLabs or its Subscribers.
"We", "Us", or "Our" refer to 4xLabs.
"Your Organization" means the company, organization or another legal entity on behalf of which you access or use the Services (the "Entity"), and any company, organization or another legal entity that directly or indirectly controls the Entity, is controlled by the Entity, or is under common control, whereby "controls" (including, with correlative meaning, the terms "controlled by" and "under common control") means the possession, directly or indirectly, of the power to direct, or cause the direction of the management and policies of such person, whether through the ownership of voting securities, by contract, or otherwise.
2. ACCESS TO AND USE OF THE SERVICES
Compliance with the laws
You are responsible for complying with all applicable laws and regulations when You access and use the Services. You agree to use the Services only in compliance with this Agreement and the applicable law and in a manner that does not violate Our legal rights or those of any third party.
You may not access or use the Services if You are a competitor of 4xLabs, except with Our prior written consent. You may not access the Services for the purposes of monitoring performance, availability, functionality, or for any benchmarking or competitive purposes.
We offer multiple ways to complete the Order Form:
directly with 4xLabs by interacting with a member of Our sales team, or
directly with 4xLabs by following the self-service order process on Biz4x, or
through a Reseller.
Once the Order Form has been validated and approved by 4xLabs, the Organization Account and associated End-User Accounts are created on Biz4x, and the Subscription is enabled. We reserve the right to reject an Order Form for any reason, including but not limited, to incorrect or incomplete Registration Information, and commercial considerations.
Any terms and conditions defined in the Order Form are an integral part of this Agreement and are legally binding. Please note that Resellers are not authorized to make any promises or commitments on 4xLabs’s behalf, and we are not bound by any obligations to You other than what has been specified in the Agreement.
The Organization Account contains all information regarding Your Organization required to provide the Services associated with the Subscription, and is created based on the Registration Information. You agree that all information provided in the Registration Information is true and accurate at the time of ordering. You are responsible for maintaining this information in case of any changes by updating the information directly on Biz4x through an Owner Account, or by contacting Our support or sales teams.
We reserve the right to disable or delete an Organization Account and any associated End-User Account at any time for the reasons listed under the "Termination" section of the Master Subscription Agreement.
For each End-User of Your Organization, a corresponding End-User Account associated with your Organization Account shall be created. The first End-User Account associated with the Organization Account is the Owner Account, and is created based on the Registration Information in the Order Form. Additional End-User Accounts associated with an Organization Account can be created either directly on Biz4x through an Owner Account, or by contacting the support team.
An End-User Account contains important information about the End-user, such as name, username, password, etc. You agree that all information provided on the End-User is true and accurate at the time of registration. You are responsible for maintaining this information in case of any changes by updating the information directly on Biz4x or by contacting Our support team.
You and Your End-Users are also responsible for maintaining the confidentiality of the End-User Account password and all activities that occur in connection with the End-User Account. You agree to notify Us immediately of any unauthorized use of an End-User Account.
Access to and use of the Services is restricted to the specified number of individual End-Users permitted under the Authorized Scope of Use of the Subscription. You agree and acknowledge that each End-User Account may only be used by one (1) End-User. You shall not share an End-User Account among multiple individuals.
Free Trials may be offered at Our sole discretion. During a Free Trial, We make certain Services available to You on a trial basis and free of charge until the earlier of:
the end of the Free Trial period, or
the start date of any Subscription ordered by You, or
Termination by Us at Our sole discretion.
Under no circumstances should a Free Trial be used for any purpose other than the evaluation of the Services.
If You do not purchase a Paid Subscription following the expiry of the Free Trial, We reserve the right to disable or delete Your Organization Account, its associated End-User Accounts, and Subscriber Data, or migrate You to a Free Subscription where additional limitations may apply (refer to the "Downgrading" section of the Master Subscription Agreement for details).
A Paid Subscription grants You the Authorized Scope of Use of the Services for the Subscription Term. The Authorized Scope of Use, Subscription Term, Subscription Fee, Additional Fees, and Additional Terms for the Paid Subscription are specified in the Order Form.
Free Subscriptions may be offered at Our sole discretion.
Free Subscriptions may also have additional limitations when compared to Paid Subscriptions, and can be terminated at Our sole discretion with a thirty (30) days’ notice. You can upgrade to a Paid Subscription either directly on Biz4x through an Owner Account, or by contacting Our sales team.
Changes to Existing Subscriptions
Changes to an existing Subscription, including cancellation of a Subscription, downgrade to a Free Subscription, upgrade to a Paid Subscription, and changes to the Authorized Scope of Use, can be requested by:
interacting, in writing, with a member of Our sales team, or
following the self-service account management process on Biz4x.
We cannot guarantee that all of the Subscriber Data will be maintained in case of changes to an existing Subscription, and We cannot be held liable for any loss of Subscriber Data resulting from such changes.
Changes to Services
We aim to continuously improve the Services we provide on Biz4x. In the unlikely event that we remove or materially reduce existing functionality during the Subscription Term of a Paid Subscription, You are entitled to early cancellation of the Paid Subscription within 30 days from the effective date of the change in Services, and, in the case of such early cancellation, You are entitled to a pro-rata refund of the Subscription Fee for the remainder of the Subscription Term.
Availability of Services
We will (I) provide applicable standard customer support for the Services to You at no additional charge; (II) use commercially reasonable efforts to make the Services available twenty-four (24) hours a day, seven (7) days a week, except (A) during planned downtime for upgrades and maintenance to the Services (of which We will use commercially reasonable efforts to notify You in advance both through the Website and a notice to the Owner Accounts) ("Planned Downtime"); and (B) for any unavailability caused by circumstances beyond Our reasonable control, including, for example, an act of God, act of government, flood, fire, earthquake, civil unrest, act of terror, strike or other labor problem (other than one involving Our employees), Internet service provider failure or delay, or acts undertaken by third parties, including without limitation, denial of service attack.
Right to Audit
We reserve the right to periodically verify that Your use of the Services complies with the Agreement. Should We discover that Your use of the Services is not in compliance with this Agreement, We reserve the right to charge You, and You hereby agree to pay for, said usage in addition to other remedies available to Us.
3. SERVICE-SPECIFIC TERMS
4xLabs has no obligation to list, update, or remove Your outlet information with respect to Customer Booking, including Get4x or any Third Party Customer Booking Provider.
You acknowledge that if You enable Get4x or any Third Party Customer Booking Provider, Your retail currency rates and certain information on Your outlets, including but not limited to, trading name, address, contact details, and opening hours, might be made available on Get4x or Third Party Customer Booking Providers.
4xLabs reserves the right to perform regular service quality checks on Your access to and use of Customer Booking to ensure an adequate booking experience for consumers. In case You, at Our sole discretion, fail said quality checks, Your access to and use of Customer Booking might be temporarily or permanently suspended. In particular, during the booking window period, You need to ensure adequate stock to fulfill the booking and honor the agreed rate.
Customer bookings can incur Additional Fees, which are final and non-refundable on acceptance of the booking. No-show or cancellation by the customer, or cancellation by the Subscriber, are no grounds for refund.
You agree not to publish misleading information, including but not limited to, incorrect retail rates, unavailable currencies, and incorrect outlet details, on Customer Booking. You agree to keep the information You provide current at all times.
In addition to this Agreement, You agree to abide by the terms and conditions of any Third Party Customer Booking Provider on Biz4x You elect to use.
You agree that if you exceed the number of searches in the Customer Screening specified in the Agreement, or We determine, at Our own discretion, that You have exceeded fair usage of Customer Screening, We reserve the right to temporarily or permanently suspend Your access to and use of Customer Screening, or charge Additional Fees for the excess usage.
You agree that underlying data source used for Customer Screening may change without prior notice and that this cannot be grounds for early cancellation of the Subscription. You agree to access and use the Customer Screening only when it is related to Your normal business activities, such as onboarding of new customers, screening of existing customers, currency exchange transactions, and remittance transactions.
You acknowledge the sensitive nature of the results of searches in Customer Screening, and agree not to share the results of such searches, or lack thereof, outside of Your Organization, except when required by law, and ensure that all End-Users are appropriately trained in dealing with such sensitive data.
You agree to only upload documents to the KYC repository that provide accurate, truthful and current representations of Your Organization. These documents may include proof of business registration, financial statements, information on ownership, management, employees and licences. You are responsible for keeping these documents current at all times.
You agree to only access or download documents from the KYC repository that are required for Your normal business activities, such as establishing new counterparty relationships, screening of existing counterparty relationships, or responding to requests from regulators.
You acknowledge the sensitive nature of documents made available to You through the KYC repository, and agree not to share these documents outside of Your Organization, except when required by law, and ensure that all End-Users are appropriately trained in dealing with such sensitive data.
You agree not to store or redistribute any data obtained through or derived from Market Data, except for when it is related to Your normal business activities.
You agree that underlying data source used for Market Data may be changed without prior notice and that this cannot be grounds for early cancellation of the Subscription.
You acknowledge (I) that the Marketplace is a platform intended solely for price discovery and order placement, (II) that any order placed on the Marketplace is bilaterally agreed between the Subscribers, and (III) that 4xLabs is not a party to any transaction following Your access to and use of the Marketplace.
You agree not to access or use the Marketplace as Market Maker, without having this right explicitly granted under the Authorized Scope of Use of the Subscription. 4xLabs reserves the right to perform regular checks on Your use of the Marketplace to determine if you access and use the Marketplace as Market Maker. In case You, at Our sole discretion, make a market without having this right explicitly granted under the Authorized Scope of Use of the Subscription, Your access to and use of the Marketplace might be temporarily or permanently suspended, or We may charge You for said usage.
You agree that by sending request-for-quotes ("RFQs"), sending quotes, or accepting quotes, You may incur Additional Fees as specified in the Agreement, or indicated on Biz4x when performing the respective action. Cancellation of transaction by either Subscriber or non-completion of a transaction is no ground for refund.
You agree to only send RFQs or Quotes with the intention of it ultimately completing a transaction. In particular, You agree not to send RFQs purely for price discovery, or send Quotes that You do not intend to honor.
4xLabs reserves the right to perform regular service quality checks on Your access to and use of Marketplace to ensure an adequate experience for other Subscribers. In case You, at Our sole discretion, fail said quality checks, Your access to and use of the Marketplace might be temporarily or permanently suspended. In particular, indicators of inappropriate use of the Marketplace include, but are not limited to, percentage of cancellations versus completed transactions, high number of RFQs compared to completed transactions, rates that are not in line with the market, and disputes with or complaints from other Subscribers.
You acknowledge that any disputes arising between the Subscribers in relation to their activity on the Marketplace, should be settled bilaterally. 4xLabs agrees to make any commercially viable effort to, at the request of either party, provide any evidence available on Biz4x which can help settle the dispute. This evidence may include, but is not limited to, the full audit trail of both Subscribers with respect to the transaction.
The parties agree to protect each other’s Confidential Information from unauthorized use, access or disclosure in the same manner as each protects its own Confidential Information, but with no less than reasonable care. Except as otherwise expressly permitted pursuant to this Agreement, each party may use each other’s Confidential Information solely to exercise their respective rights and perform their respective obligations under this Agreement and shall disclose such Confidential Information (I) solely to the employees and/or non-employee service providers and contractors who have a need to know such Confidential Information for such purposes and who are bound to maintain the confidentiality of, and not misuse, such Confidential Information; (II) as necessary to comply with an order or subpoena of any administrative agency or court of competent jurisdiction; or (III) as reasonably necessary to comply with any applicable law or regulation. The provisions in this section shall supersede any non-disclosure agreement by and between the parties to the extent of any inconsistency between them.
Processing of Subscriber Data
4xLabs will maintain reasonable administrative, physical, and technical safeguards, in accordance with standard industry practice, for protection of the security, confidentiality and integrity of Subscriber Data. Those safeguards will include, but will not be limited to, measures for preventing access, use, modification or disclosure of Subscriber Data by Personnel except (I) to provide the Services and prevent or address service, support or technical problems; (II) as compelled by law; or (III) as You expressly permit in writing.
To the extent Subscriber Data constitutes Personal Data, You and 4xLabs hereby agree that You shall be deemed to be the data controller and the relevant entity in 4xLabs shall be deemed to be the data processor as those terms are understood under the Applicable Data Protection Law. Unless otherwise specifically agreed to by 4xLabs, Subscriber Data may be hosted by the 4xLabs or their respective authorized third-party service providers in Singapore, the EEA, the United States, or other locations around the world. In providing the Services, 4xLabs will engage authorized service providers, to Process Subscriber Data, including and without limitation, any associated Personal Data pursuant to this Agreement within Singapore, the European Economic Area (the "EEA"), the United States and in other countries and territories. Under no circumstances will 4xLabs be deemed a data controller with respect to Subscriber Data under Applicable Data Protection Law or any relevant law or regulation of any Member State as defined in Applicable Data Protection Law.
4xLabs is a data controller with respect to Subscriber Account information that is used solely for the purposes of facilitating transactions on the Marketplace. 4xLabs shall not knowingly perform our obligations under this Agreement in such a way to breach any of its obligations under the applicable Data Protection Law.
Responsibility for Subscriber Data
You are responsible for and assume all risks associated with the Subscriber Data published by You to Biz4x, including anyone's reliance on its quality, accuracy, or reliability, disclosure or truthfulness of the data. You represent that You are competent to publish Subscriber Data. You may not imply that the Subscriber Data is in any way motivated, sponsored or endorsed by 4xLabs.
Removal of Subscriber Data
We have the right at Our sole discretion to remove any Subscriber Data associated, when:
it is not, or no longer required to provide the Services to the Subscriber;
it, in Our judgment, does not comply with this Agreement;
the Paid Subscription of the Subscriber is not renewed 30 days after the end of the Subscription Term;
the Paid Subscription of the Subscriber is downgraded to a Free Subscription;
the Subscription of the Subscriber is Terminated.
Usage of Biz4x and Third Party Data
As part of the Services, We might make certain Biz4x Data and Third Party Data available to You. You agree not to license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, or otherwise commercially exploit or make the Biz4x Data or Third Party Data available to any third party, other than authorized End-Users in furtherance of Your internal business purposes as expressly permitted by this Agreement.
You maintain all responsibility for determining whether Biz4x Data and Third Party Data is accurate and sufficient for Your purposes. While 4xLabs strives to always provide the most accurate Biz4x Data and Third Party Data, we cannot guarantee that all such Biz4x Data and Third Party Data will be accurate at all times. Reliance on Biz4x Data and Third Party Data is solely at your own risk. 4xLabs cannot be held liable for any losses or damages arising of reliance on Biz4x Data and Third Party Data.
5. YOUR RESPONSIBILITIES
A high-speed Internet connection is required for proper transmission of the Services. You are responsible for procuring and maintaining the network connections that connect Your network to the Services, including, but not limited to, browser software that supports protocols used by Biz4x.
You agree not to:
license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share or otherwise commercially exploit or make the Services available to any third party, other than authorized End-Users in furtherance of Your internal business purposes as expressly permitted by this Agreement; and
use the Services on behalf of any third party other than End-Users.
You agree not to submit any Data to Biz4x which may engage in any activity that, at Our sole discretion:
Conduct on Biz4x
You agree not to:
6. PAYMENT, BILLING, PLAN MODIFICATIONS AND ADDITIONAL FEES
Subscription Fees and Additional Fees
You undertake to pay 4xLabs any Subscription Fees and Additional Fees as specified in the Agreement. The pricing currency will be set out in the Agreement, and may be different from the billing currency. As a result of exchange rate fluctuations, the figure set out on Your invoice may vary from one billing period to the next.
We'll automatically invoice You for the Subscription Fee at the start of each Subscription Term. Unless otherwise indicated in the Agreement, all Subscription Fees associated with Your access to and use of the Services are due in full upon commencement of each Subscription Term.
Unless otherwise indicated in the Agreement, all Additional Fees are due in full on Our notice to You that payment is due.
Changes to Existing Subscriptions
Any incremental Subscription Fees associated with such Subscription upgrade will be charged to You and is due and payable upon implementation of these upgrade. In any future Subscription Term, Your Subscription Fee will reflect any such upgrades.
No refund or credits for Subscription Fees or other fees or payments will be provided to You if You elect to downgrade the Subscription. In any future Subscription Term, Your Subscription Fee will reflect any such downgrades.
Payment is done by credit or debit card, PayPal, cash or bank transfers. The available payment methods will be listed on Your Order Form.
Taxes and Payment Fees
Our Subscription Fee does not include (I) any taxes, levies, duties or similar governmental assessments of any nature, including, for example, value-added, sales, use or withholding taxes, assessable by any jurisdiction whatsoever ("Taxes"), and (II) any bank charges, credit card charges, money transfer fees or commission, or currency conversion costs ("Payment Fees"). You are responsible for paying all applicable Taxes and Payment Fees associated with Your purchases.
If You fail to pay the Subscription Fees, Additional Fees, and Professional Services Fees indicated on the Order Form within thirty (30) days of Our notice to You that payment is due or delinquent, in addition to Our other remedies, (I) We may suspend or terminate access to and use of the Services by You, Your Organization and Your End-Users, and (II) the charges may accrue late interest at the rate of 1.5% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower.
7. CANCELLATION, RENEWAL AND TERMINATION
Cancellation and Renewal
Your Paid Subscription will remain in effect until it is cancelled or terminated under these terms. You may provide notice of Your intention to cancel the Paid Subscription at least thirty (30) days before the end of the Subscription Term, by:
Unless a Paid Subscription is so cancelled, the Paid Subscription will automatically renew at the then-current Subscription Fee for a Subscription Term equal to the initial Subscription Term of the Paid Subscription.
No refund for Subscription Fees or other charges or payments will be provided if You elect to cancel the Paid Subscription, in the midst of, or before Your then-effective Subscription Term expires. In addition to other amounts You may owe 4xLabs, You must immediately pay any then unpaid Subscription Fees associated with the remainder of such Subscription Term, as well as any unpaid Additional Fees and Professional Service Fees.
We reserve the right to modify, suspend or terminate the Services (or any part thereof), Your Account or Your Organization or Your End-Users’ rights to access and use the Services, and remove, disable and discard any Subscriber Data at Our sole discretion if We reasonably believe that You, Your Organization or Your End-Users have violated this Agreement. Unless (I) legally prohibited from doing so, (II) You are in material breach of these terms, or (III) doing so would cause us legal liability or compromise our ability to provide the services to other Subscribers, We will use commercially reasonable efforts to contact You directly via email to notify You when taking any of the foregoing actions. We'll provide You with reasonable advance notice to remedy the activity that prompted Us to contact You and give You the opportunity to export Your data from the Services. If after such notice You fail to take the steps We ask of You, We will terminate or suspend Your access to the Services. We shall not be liable to You, Your Organization, Your End-Users or any other third party for any such modification, suspension or discontinuation of Your rights to access and use the Services. Any suspected fraudulent, abusive, or illegal activity by You, Your Organization or Your End-Users may be referred to law enforcement authorities at Our sole discretion.
A party may terminate this Agreement for cause (I) upon thirty (30) days’ written notice to the other party of a material breach if such breach remains uncured at the expiration of such period; or (II) if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors. If this Agreement is terminated by You in accordance with this section, We will, to the extent permitted by applicable law, entitle You to a pro-rata refund of the Subscription Fee for the remainder of the Subscription Term. If this Agreement is terminated by Us in accordance with this section, You will pay any unpaid Subscription Fees covering the remainder of the Subscription Term, as well as any unpaid Additional Fees and Professional Service Fees pursuant to all applicable Order Forms. In no event will termination relieve You of Your obligation to pay any fees payable to Us for the period prior to the effective date of termination.
Export of Subscriber Data
Upon request by You made within thirty (30) days after the effective date of termination or expiration of this Agreement, We will make the Services Data available to You for export or download. After such 30-day period, We will have no obligation to maintain or provide any Services Data, and, will have the right to delete or destroy all copies of Services Data in Our systems or otherwise in Our possession or control, unless prohibited by law.
We may decide to discontinue the Services in response to unforeseen circumstances beyond 4xLabs' control or to comply with a legal requirement. If we do so, We will give You reasonable prior notice so that You can export Your data from our systems. If we discontinue Services in this way before the end of the Subscription Term, You are entitled to a pro-rata refund of the Subscription Fee for the remainder of the Subscription Term.
8. INTELLECTUAL PROPERTY RIGHTS
Each party shall retain all rights, title and interest in and to all its respective patents, inventions, copyrights, trademarks, domain names, trade secrets, know-how and any other intellectual property and/or proprietary rights (collectively, "Intellectual Property Rights"). The rights granted to You and End-Users to use the Services under this Agreement do not convey any additional rights in the Services or in any Intellectual Property Rights associated therewith. Subject only to limited rights to access and use the Services as expressly stated herein, all rights, title and interest in and to the Services and all software and other components of or used to provide the Services, including all related Intellectual Property Rights, will remain with 4xLabs and belong exclusively to 4xLabs. 4xLabs shall have a fully paid-up, royalty-free, worldwide, transferable, sub-licensable (through multiple layers), assignable, irrevocable and perpetual license to implement, use, modify, prepare derivative works, publish, distribute, sublicense, commercially exploit, and/or incorporate into the Services or otherwise use any suggestions, enhancement requests, recommendations or other feedback We receive from You, Your End-Users, or other third parties acting on Your behalf. By sending us any ideas, suggestions, or documents, You agree that (I) Your feedback does not contain the confidential or proprietary information of third parties, (II) We are under no obligation of confidentiality, express or implied, with respect to the feedback, (II) We may have something similar to the feedback already under consideration or in development, and You irrevocably waive, against 4xLabs and its Personnel, any claims and assertions of any moral rights contained in such feedback.
4xLabs, and all other product and service names, such as Biz4x and Get4x, as well as custom graphics, icons and logos used or displayed in or on the Services, are registered or unregistered trademarks, and service marks of 4xLabs. All other trademarks or service marks are property of their respective owners. Nothing in this Agreement grants You any right to use any trademark, service mark, logo, and/or the name of 4xLabs or its Affiliates. You agree to notify 4xLabs in writing promptly upon becoming aware of any unauthorized access or use of the Services by any party or of any claim that the Services infringes upon any copyright, trademark or other contractual, statutory or common law rights.
9. REPRESENTATIONS, WARRANTIES AND DISCLAIMERS
Each party represents that it has validly entered into this Agreement and has the legal power to do so.
We warrant that during an applicable Subscription Term (I) this Agreement will accurately describe the applicable administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of Subscriber Data; and (II) the Services will perform materially in accordance with the applicable documentation.
THE SERVICES, INCLUDING ALL SERVER AND NETWORK COMPONENTS, ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT ANY WARRANTIES OF ANY KIND TO THE FULLEST EXTENT PERMITTED BY LAW, AND WE EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. YOU ACKNOWLEDGE THAT WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE OR FREE FROM VIRUSES OR OTHER MALICIOUS SOFTWARE, AND NO INFORMATION OR ADVICE OBTAINED BY YOU FROM US OR THROUGH THE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT.
10. LIMITATION OF LIABILITY
UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (WHETHER IN CONTRACT, TORT, NEGLIGENCE OR OTHERWISE) WILL EITHER PARTY TO THIS AGREEMENT, OR THEIR AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SERVICE PROVIDERS, SUPPLIERS OR LICENSORS BE LIABLE TO THE OTHER PARTY OR ANY THIRD PARTY FOR ANY LOST PROFITS, LOST SALES OR BUSINESS, LOST DATA (BEING DATA LOST IN THE COURSE OF TRANSMISSION VIA YOUR SYSTEMS OR OVER THE INTERNET THROUGH NO FAULT OF 4XLABS), BUSINESS INTERRUPTION, LOSS OF GOODWILL, OR FOR ANY TYPE OF INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL OR PUNITIVE LOSS OR DAMAGES, OR ANY OTHER LOSS OR DAMAGES INCURRED BY THE OTHER PARTY OR ANY THIRD PARTY IN CONNECTION WITH THIS AGREEMENT, THE SERVICES OR PROFESSIONAL SERVICES, REGARDLESS OF WHETHER SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF OR COULD HAVE FORESEEN SUCH DAMAGES.
NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, THE AGGREGATE LIABILITY OF 4XLABS TO YOU OR ANY THIRD PARTY ARISING OUT OF THIS AGREEMENT, THE SERVICES OR PROFESSIONAL SERVICES, SHALL IN NO EVENT EXCEED THE SUBSCRIPTION CHARGES AND/OR PROFESSIONAL SERVICE FEES PAID BY YOU DURING THE TWELVE (12) MONTHS PRIOR TO THE FIRST EVENT OR OCCURRENCE GIVING RISE TO SUCH LIABILITY. UNDER NO CIRCUMSTANCES WILL YOU BE PERMITTED TO OBTAIN AWARDS FOR INCIDENTAL, CONSEQUENTIAL DAMAGES OR ANY OTHER DAMAGES OTHER THAN ACTUAL OUT-OF-POCKET EXPENSES FOR USING THE SERVICES OF 4XLABS. YOU ACKNOWLEDGE AND AGREE THAT THE ESSENTIAL PURPOSE OF THIS SECTION IS TO ALLOCATE THE RISKS UNDER THIS AGREEMENT BETWEEN THE PARTIES AND LIMIT POTENTIAL LIABILITY GIVEN THE SUBSCRIPTION FEES AND PROFESSIONAL SERVICES FEES, WHICH WOULD HAVE BEEN SUBSTANTIALLY HIGHER IF WE WERE TO ASSUME ANY FURTHER LIABILITY OTHER THAN AS SET FORTH HEREIN. WE HAVE RELIED ON THESE LIMITATIONS IN DETERMINING WHETHER TO PROVIDE YOU WITH THE RIGHTS TO ACCESS AND USE THE SERVICES AND/OR PROFESSIONAL SERVICES PROVIDED FOR IN THIS AGREEMENT.
Some jurisdictions do not allow the exclusion of implied warranties or limitation of liability for incidental or consequential damages, which means that some of the above limitations may not apply to You. IN THESE JURISDICTIONS, the LIABILITY of 4XLABS WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.
Any claims or damages that You may have against 4xLabs shall only be enforceable against 4xLabs and not any other entity or its directors or representatives.
We will indemnify and hold You harmless, from and against any claim against You by reason of Your access and use of the Services as permitted hereunder, brought by a third party alleging that such Services infringes or misappropriates a third party’s valid patent, copyright, trademark, trade secret or any other intellectual property right (an "IP Claim"). We shall, at Our expense, defend such IP Claim and pay damages finally awarded against You in connection therewith, including the reasonable fees and expenses of the attorneys engaged by 4xLabs for such defense, provided that (I) You promptly notify 4xLabs of the threat or notice of such IP Claim; (II) We will have the sole and exclusive control and authority to select defense attorneys, and defend and/or settle any such IP Claim; and (II) You fully cooperate with 4xLabs in connection therewith.
If use of the Services by You, Your Organization or Your End-Users has become, or, in Our opinion, is likely to become, the subject of an "IP Claim", We may, at Our option and expense, (I) procure for You the right to continue using the Services as set forth hereunder; (II) replace or modify the Services to make it non-infringing; or (III) if options (I) or (II) are not commercially reasonable or practicable as determined by 4xLabs, terminate the Subscription to the Services and You are entitled to a pro-rata refund of the Subscription Fee for the remainder of the Subscription Term. We will have no liability or obligation with respect to any IP Claim if such claim is caused in whole or in part by (I) compliance with designs, data, instructions or specifications provided by You; (II) modification of the Services by anyone other than 4xLabs; or (III) the combination, operation or use of the Services with other hardware or software where the Services would not by itself be infringing.
The provisions of this section state the sole, exclusive and entire liability of 4xLabs to You and constitute Your sole remedy with respect to an IP Claim brought by reason of access to or use of the Service by You, Your Organization or Your End-Users.
You will indemnify and hold 4xLabs harmless against any claim brought by a third party against 4xLabs arising from or related to use of the Services by You, Your Organization or Your End-Users in breach of this Agreement or matters for which You have expressly agreed to be responsible pursuant to this Agreement; provided (I) We shall promptly notify You of the threat or notice of such claim; (II) You will have the sole and exclusive control and authority to select defense attorneys, and defend and/or settle any such claim (however, You shall not settle or compromise any claim that results in liability or admission of any liability by Us without Our prior written consent); and (III) We fully cooperate with You in connection therewith.
12. ASSIGNMENT, ENTIRE AGREEMENT AND AMENDMENT
You may not, directly or indirectly, by operation of law or otherwise, assign all or any part of this Agreement or Your rights under this Agreement or delegate performance of Your duties under this Agreement without Our prior consent, which consent will not be unreasonably withheld. We may, without Your consent, assign this Agreement to any Personnel of 4xLabs or in connection with any merger or change of control of 4xLabs or the sale of all or substantially all of Our assets provided that any such successor agrees to fulfill its obligations pursuant to this Agreement. Subject to the foregoing restrictions, this Agreement will be fully binding upon, inure to the benefit of and be enforceable by the parties and their respective successors and assigns.
This Agreement constitutes the entire agreement, and supersedes any and all prior agreements between You and 4xLabs with regard to the subject matter hereof. This Agreement shall apply in lieu of the terms or conditions in any purchase order or other order documentation You or any entity which You represent provides (all such terms or conditions being null and void), and, except as expressly stated herein, there are no other agreements, representations, warranties, or commitments which may be relied upon by either party with respect to the subject matter hereof. There are no oral promises, conditions, representations, understandings, interpretations, or terms of any kind between the parties, except as may otherwise be expressly provided herein.
Notwithstanding the foregoing, You may be presented with additional features, functionality, or services as detailed in a supplement Order Form hereto or that We offer as part of or distinct from the Services (the "Additional Features"). In those instances, We will notify You of such Additional Features prior to the activation of these features, functionality, or services and the activation of these features, functionality, or services in Your Account will be considered acceptance of the Additional Features. All such Additional Features will be considered incorporated into this Agreement when You or any of Your End-Users, authorized as an administrator in Your Account, activate the feature, functionality, or service.
13. RELATIONSHIP OF THE PARTIES
The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship among the parties.
14. GOVERNING LAW AND DISPUTES
This Agreement shall be governed, construed, and enforced in accordance with the laws of the Republic of Singapore, without regard to its conflict of laws rules.
You agree that any and all disputes and claims, arising out of or in connection with these terms, and the Services shall be resolved individually, without resort to any form of class action. Before filing a claim against 4xLabs, You agree to try to resolve the dispute informally by contacting Us using the contact details listed under the "Contact Details" section of the Master Subscription Agreement. We'll try to resolve the dispute informally by contacting You via email. If a dispute is not resolved within 15 days of submission, You or 4xLabs may bring a formal proceeding to the competent court in Singapore.
You agree that You have not received or been offered any illegal or improper bribe, kickback, payment, gift, or thing of value from any of Our Personnel in connection with this Agreement. Reasonable gifts and entertainment provided in the ordinary course of business do not violate the above restriction. If You learn of any violation of the above restriction, You will use reasonable efforts to promptly notify Us using the contact details listed under the "Contact Details" section of the Master Subscription Agreement.
Sections 1, 4, 8-17 shall survive any termination of the Agreement with respect to use of the Services by You, Your Organization or Your End-Users. Termination of such agreement shall not limit a party’s liability for obligations accrued as of or prior to such termination or for any breach of this Agreement.
17. CONTACT DETAILS
In order to address a question, to resolve a complaint, or to receive further information regarding Our Services, please contact 4xLabs using one of the following methods:
Address: 4xLabs Pte Ltd, 37A Hongkong Street, Singapore 059676
Telephone: +65 31593368
ADDITIONAL TERMS AND CONDITIONS
If Subscriber has engaged 4xLabs for the provision of Professional Services as detailed in a Statement of Work, either as a separate written document or as part of the Order Form, the provision of such Professional Services will be governed by the Agreement, including these Additional Terms. In consideration of the foregoing, Subscriber and 4xLabs, intending to be legally bound, agree to the terms set forth below.
All Professional Services pursuant to the Agreement provided by 4xLabs to Subscriber will be outlined in one or more mutually agreed-upon and jointly executed Statement of Works, each incorporated into the Agreement and describing in detail the scope, nature and other relevant characteristics of Professional Services to be provided.
Subscriber hereby retains 4xLabs to provide the Professional Services described in one or more Statements of Work, subject to the terms and conditions set forth in the Agreement. 4xLabs shall not be obligated to perform any Professional Services until both parties have mutually agreed upon and executed a Statement of Work with respect to such Professional Services. After execution of a Statement of Work, the Professional Services to be provided under that Statement of Work may only be changed through a change order mutually executed by the parties (“Change Order”).
Performance of Professional Services
Each Statement of Work will include reasonable details about Professional Services, including, at a minimum, the Professional Services Fees charged and the Professional Services provided. 4xLabs and Subscriber agree to cooperate in good faith to achieve satisfactory completion of the Professional Services in a timely and professional manner.
The parties will each designate a representative to interface and facilitate the successful completion of the Professional Services (“Subscriber’s Representative” and “4xLabs’s Representative”, respectively). Any Subcontractor (defined below) designated by 4xLabs to perform any portion of the Professional Services, will designate a representative to interface with Subscriber and 4xLabs on all matters relating to Subcontractor’s performance of Professional Services (“Subcontractor’s Representative”).
4xLabs will perform the Professional Services through qualified employees and/or non-employee contractors of 4xLabs (“Subcontractors” and together with 4xLabs’s employees, for the purposes of these Additional Terms, “Professional Services Personnel”). Subscriber agrees to provide, at no cost to 4xLabs, timely and adequate assistance and other resources reasonably requested by 4xLabs to enable the performance of the Professional Services (collectively, “Assistance”). Neither 4xLabs, nor its Subcontractors, will be liable for any deficiency in performance of Professional Services to the extent resulting from any acts or omissions of Subscriber, including but not limited to, Subscriber’s failure to provide Assistance as required hereunder.
In performing the Professional Services, 4xLabs will provide such resources, and utilize Professional Services Personnel as it deems necessary to perform the Professional Services or any portion thereof. Subscriber may object to 4xLabs’s election of Subcontractors by specifying its objection to 4xLabs, in which case the parties will cooperate in good faith to appoint another Subcontractor to perform such Professional Services. 4xLabs may replace Professional Services Personnel in its normal course of business, provided that 4xLabs will be responsible for the performance of Professional Services by all Professional Services Personnel.
4xLabs will control the method and manner of performing all work necessary for completion of Professional Services, including but not limited to, the supervision and control of any Personnel performing Professional Services. 4xLabs will maintain such number of qualified Professional Services Personnel and appropriate facilities and other resources sufficient to perform 4xLabs’s obligations under the Agreement in accordance with its terms.
With Subscriber’s approval, 4xLabs may enter (“assume into”) Subscriber’s Account as needed to provide the Professional Services.
In the event that Subscriber seeks to change the scope of Professional Services to be provided under any Statement of Work (including, but not limited to, any changes to the project schedule described in the Statement of Work), Subscriber shall discuss such proposed changes with 4xLabs. If 4xLabs elects to perform such changes to the Professional Services, the parties shall work together in good faith to execute a Change Order. 4xLabs shall be entitled to an adjustment in Professional Services Fees pursuant to the changes reflected in the Change Order. 4xLabs shall not be obligated to perform any differing or additional Professional Services unless the parties have mutually agreed upon a written Change Order.
For Statement of Works that are deliverable/milestone based, upon delivery of all deliverables or completion of all milestones detailed in the Statement of Work, 4xLabs shall provide Subscriber with written notice (“Completion Notice”). Thereafter, Subscriber shall have five (5) working days after the date of the Completion Notice to provide 4xLabs with written notice describing any deliverables that have not been provided or milestones not met. The Statement of Work shall be deemed complete and the deliverables accepted absent Subscriber’s timely written notice of any deliverables or milestones not having been met. For the avoidance of doubt, a Completion Notice shall not be necessary for Statement of Works that are Time and Materials based.
Professional Services Fees
Subscriber will pay 4xLabs the Professional Services Fees as detailed or described in an Order Form or Statement of Work. Unless agreed upon otherwise in the applicable Order Form or Statement of Work, 4xLabs shall invoice Subscriber for the Professional Services provided on a monthly basis. All Professional Services Fees are due and payable upon date of invoice, except for Professional Services Fees that Subscriber disputes in good faith for reasons articulated in writing by Subscriber within thirty (30) days after receiving such invoice.
All Professional Services will be provided on either a time and materials or fixed-fee basis, as indicated in the applicable Statement of Work. Each Statement of Work providing for time and materials based Professional Services Fees will contain a detailed estimate of such time and materials necessary for performance of Professional Services (“T&M Estimate”). 4xLabs will make a commercially reasonable effort to provide such Professional Services within such T&M Estimate, up to the number of hours agreed to by the parties. 4xLabs will make a reasonable effort to notify Subscriber as soon as practicable if it appears that T&M Estimate may be exceeded. Upon receiving such amended T&M Estimate, Subscriber will assess, and accept or reject the amended T&M Estimate. Unless Subscriber rejects such amended T&M Estimate within five (5) days of delivery, such amended T&M Estimate shall be deemed accepted by Subscriber and Subscriber shall be liable for all Professional Services Fees associated with Professional Services delivered in reliance on such amended T&M Estimate. Any amended T&M Estimate which is or is deemed accepted by Subscriber shall be deemed a Change Order.
The performance of Professional Services may be subject to a retainer to be paid in advance by Subscriber upon execution and delivery of the Statement of Work. Such retainer will be applied against Professional Services Fees which become payable by Subscriber. 4xLabs may refuse to perform Professional Services unless and until such retainer is paid to 4xLabs.
In addition to any and all Professional Services Fees, Subscriber will reimburse 4xLabs for any reasonable expenses for travel, lodging, communications, shipping charges and out-of-pocket expenses, including change Professional Services Fees to travel and accommodations resulting from Subscriber’s request incurred by 4xLabs in connection with providing the Professional Services (“Expenses”). 4xLabs will provide reasonable documentation for all Expenses as requested by Subscriber. Subscriber shall reimburse 4xLabs for Expenses within thirty (30) days of submission of the Expenses to Subscriber by 4xLabs.
Any unpaid Professional Services Fees or Expenses will become overdue thirty (30) days after payment is due and shall be subject to a late fee of one and a half percent (1.5%) per month for each month where payment is not received.
Cancellation/Changes: Any cancellations/changes less than five (5) days prior to agreed Professional Services commencement date are subject to forfeiture of Professional Services Fees paid and reserved date(s).
Relationship of the parties
4xLabs is an independent contractor and will maintain complete control of and responsibility for its Professional Services Personnel, methods and operations in providing Professional Services. 4xLabs at no time will hold itself out as an agent, subsidiary or affiliate of Subscriber for any purpose, including, but not limited to, reporting to any government authority. The Agreement will not be construed so as to create a partnership, other joint venture or undertaking, or any agency relationship between the parties, and neither Party shall become liable for any representation, act or omission of the other Party or have the authority to contractually bind the other Party. Any Professional Services Fees, Expenses or other amounts paid by Subscriber to 4xLabs hereunder shall not be considered salary for pension or wage tax purposes and neither 4xLabs nor its Professional Services Personnel will be entitled to any fringe benefits, including sick or vacation pay, or other supplemental benefits of Subscriber, unless otherwise required by law. Subscriber shall not be responsible for deducting or withholding from Professional Services Fees or Expenses paid for Professional Services any taxes, unemployment, social security or other such expense unless otherwise required by law.
4xLabs hereby represents and warrants that:
The parties hereby agree that:
CUSTOM APPLICATIONS THAT RESIDE WITHIN THE 4XLABS SERVICE FRAMEWORK, HELP CENTER CUSTOMIZATIONS, INTEGRATIONS, AND PROGRAMMING SCRIPTS THAT ARE IDENTIFIED AND BEING DELIVERED UNDER A STATEMENT OF WORK (COLLECTIVELY, “CUSTOMIZED DELIVERABLES”) ARE PROVIDED TO SUBSCRIBER “AS IS” AND 4XLABS MAKES NO WARRANTIES, EXPRESS OR IMPLIED, OR ANY REPRESENTATIONS TO SUBSCRIBER OR ANY THIRD PARTY REGARDING THE USABILITY, CONDITION, OPERATION OR FITNESS OF THE CUSTOMIZED DELIVERABLES. 4XLABS SHALL NOT BE RESPONSIBLE, AT LAW OR OTHERWISE, FOR ANY CUSTOMIZED DELIVERABLES DESPITE ANY OTHER WARRANTIES OR GUARANTEES, IN THE EVENT THAT SUBSCRIBER MODIFIES ANY CUSTOMIZED DELIVERABLES IN A MANNER NOT INSTRUCTED BY 4XLABS. 4XLABS DOES NOT WARRANT THAT SUBSCRIBER’S OR ANY THIRD PARTY’S ACCESS TO OR USE OF THE CUSTOMIZED DELIVERABLES SHALL BE UNINTERRUPTED OR ERROR-FREE, OR THAT IT WILL MEET ANY PARTICULAR CRITERIA OF PERFORMANCE OR QUALITY. 4XLABS EXPRESSLY DISCLAIMS ALL WARRANTIES REGARDING CUSTOMIZED DELIVERABLES, INCLUDING, WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, COMPATIBILITY, SECURITY OR ACCURACY. FURTHER, 4XLABS EXPRESSLY DISCLAIMS ANY RESPONSIBILITY TO SUPPORT OR MAINTAIN CUSTOMIZED DELIVERABLES AND WILL NOT DO SO UNLESS OTHERWISE AGREED BY THE PARTIES. THIS DISCLAIMER OF WARRANTY AND LIABILITY IS EXPRESSLY MADE IN ADDITION TO ANY DISCLAIMERS MADE BY 4XLABS OR ITS AFFILIATES UNDER THE AGREEMENT WITH RESPECT TO THE SERVICES AS APPLICABLE TO SUBSCRIBER AND ANY THIRD PARTY’S USE OF THE SERVICES.
Rights to Deliverables
The parties hereby agree that the specified Professional Services to be completed pursuant to any Statement of Work primarily involve the configuration of Subscriber’s subscription to a Service and integration of Subscriber data with and into one or more Services using Pre-existing Technology, Developed Technology, and/or Generic Components (each as defined below). Unless otherwise expressly specified in a Statement of Work, no deliverable provided in connection with the Professional Services provided pursuant to the Agreement shall constitute a “Work Made For Hire” under the Agreement. In the event that any such deliverable is held to be a Work Made For Hire, Subscriber hereby assigns to 4xLabs all right, title and interest therein or to the extent such assignment is not permitted or effective, hereby grants to 4xLabs a perpetual, irrevocable, exclusive, worldwide, fully-paid, sub-licensable (through multiple layers), assignable license to any such deliverable. Additionally, 4xLabs shall have a perpetual, irrevocable, non-exclusive, worldwide, fully-paid, sub-licensable (through multiple layers), assignable license to incorporate into the Pre-existing Technology, Developed Technology, and/or Generic Components or otherwise use any suggestions, enhancement requests, recommendations or other feedback 4xLabs receives from Subscriber.
Without limiting the foregoing, 4xLabs and its licensors reserve and retain ownership of all Preexisting Technology, Developed Technology and Generic Components (each as defined below), and 4xLabs hereby grants to Subscriber a non-exclusive, fully-paid, limited license to use Pre-existing Technology, Developed Technology and Generic Components solely in connection with Subscriber’s use of the Services. “Pre-existing Technology” means all of 4xLabs’s inventions (including those of 4xLabs’s Affiliates) (whether or not patentable), works of authorship, designs, know-how, ideas, concepts, information and tools in existence prior to the commencement of the Professional Services. “Developed Technology” means ideas (whether or not patentable) know-how, technical data, techniques, concepts, information or tools, and all associated Intellectual Property Rights thereto developed by 4xLabs and its Affiliates or their Professional Services Personnel in connection with providing Professional Services pursuant to the Agreement that derive from, improve, enhance or modify 4xLabs’s Pre-existing Technology. “Generic Components” means all inventions (whether or not patentable), works of authorship, designs, know-how, ideas, information and tools, including without limitation software and programming tools developed by 4xLabs and its Affiliates or their Professional Services Personnel in connection with providing Professional Services generally to support 4xLabs’s product and/or service offerings (including, without limitation the Services) and which can be so used without use of Subscriber’s Confidential Information.