BY EXECUTING AN ORDER FORM THAT REFERENCES THIS AGREEMENT, YOU AGREE TO THE TERMS OF THIS AGREEMENT. IF YOU ARE
ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY
TO BIND SUCH ENTITY AND ITS AFFILIATES TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERMS “YOU” OR “YOUR” SHALL REFER
TO SUCH ENTITY AND ITS AFFILIATES. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS AND
CONDITIONS, YOU MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE SERVICES.
This Agreement was last updated on February 7th, 2018. It is effective between You and Infegy, Inc., a Delaware Corporation with place of business
at 210 W. 19th Terr. Suite 200, Kansas City, MO 64108, United States (“Infegy”), as of the Start Date on an applicable Order Form referencing this
1. SAAS SERVICES AND SUPPORT
1.1 Subject to the terms of this Agreement, Infegy will use commercially reasonable efforts to provide Customer the Services. Infegy reserves the
right to refuse registration of, or cancel passwords it deems inappropriate.
1.2 Subject to the terms hereof, Infegy will provide Customer with reasonable technical support services in accordance with the Infegy’s standard
practice. Infegy will use commercially reasonable efforts to respond to all technical support requests within one (1) business day.
2. RESTRICTIONS AND RESPONSIBILITIES
2.1 Customer will not, directly or indirectly: reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code
or underlying structure, ideas, know-how or algorithms relevant to the Services or any software, documentation or data related to the Services
(“Software”); or modify, translate, or create derivative works based on the Services or any Software (except to the extent expressly permitted by
Infegy or authorized within the Services).
2.2 Customer represents, covenants, and warrants that Customer will use the Services only in compliance with these terms
then in effect (the “Policy”) and all applicable laws and regulations. Although Infegy has no obligation to monitor Customer’s use of the Services,
Infegy may do so and may prohibit any use of the Services it believes may be (or alleged to be) in violation of the foregoing.
2.3 Customer shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise
use the Services, including, without limitation, modems, hardware, servers, software, operating systems, networking, web servers and the like
(collectively, “Equipment”). Customer shall also be responsible for maintaining the security of the Equipment, Customer account, and passwords
(including but not limited to administrative and user passwords), and for all uses of Customer account or the Equipment with or without Customer’s
knowledge or consent.
3. CONFIDENTIALITY; PROPRIETARY RIGHTS
3.1 Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose business, technical or
financial information relating to the Disclosing Party’s business (hereinafter referred to as “Proprietary Information” of the Disclosing Party).
Proprietary Information of Infegy includes non-public information regarding features, functionality and performance of the Service. Proprietary
Information of Customer includes non-public data provided by Customer to Infegy to enable the provision of the Services (“Customer Data”). The
Receiving Party agrees: (i) to take reasonable precautions to protect such Proprietary Information, and (ii) not to use (except in performance of the
Services or as otherwise permitted herein) or divulge to any third person any such Proprietary Information. The Disclosing Party agrees that the
foregoing shall not apply with respect to any information after five (5) years following the disclosure thereof or any information that the Receiving
Party can document (a) is or becomes generally available to the public, or (b) was in its possession or known by it prior to receipt from the
Disclosing Party, or (c) was rightfully disclosed to it without restriction by a third party, or (d) was independently developed without use of any
Proprietary Information of the Disclosing Party or (e) is required to be disclosed by law.
3.2 Infegy shall own and retain all right, title and interest in and to (a) the Services and Software, all improvements, enhancements or modifications
thereto, (b) any software, applications, inventions or other technology developed in connection with Implementation Services or support, and (c) all
intellectual property rights related to any of the foregoing.
3.3 Notwithstanding anything to the contrary, Infegy shall have the right collect and analyze data and other information relating to the provision, use
and performance of various aspects of the Services and related systems and technologies (including, without limitation, information concerning
Customer Data and data derived therefrom), and Infegy will be free (during and after the term hereof) to (i) use such information and data to
improve and enhance the Services and for other development, diagnostic and corrective purposes in connection with the Services and other Infegy
offerings, and (ii) disclose such data solely in aggregate or other de-identified form in connection with its business. No rights or licenses are granted
except as expressly set forth herein.
4. WARRANTY AND DISCLAIMER
Infegy shall use reasonable efforts consistent with prevailing industry standards to maintain the Services in a manner which minimizes errors and
interruptions in the Services and shall perform the Implementation Services in a professional and workmanlike manner. Services may be
temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by Infegy or by third-party providers, or
because of other causes beyond Infegy’s reasonable control, but Infegy shall use reasonable efforts to provide advance notice in writing or by e-mail of any scheduled service disruption. HOWEVER, INFEGY DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE SERVICES AND IMPLEMENTATION SERVICES ARE PROVIDED “AS IS” AND INFEGY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
5. LIMITATION OF LIABILITY
NOTWITHSTANDING ANYTHING TO THE CONTRARY, EXCEPT FOR BODILY INJURY OF A PERSON, INFEGY AND ITS SUPPLIERS (INCLUDING BUT NOT LIMITED TO ALL EQUIPMENT AND TECHNOLOGY SUPPLIERS), OFFICERS, AFFILIATES, REPRESENTATIVES, CONTRACTORS AND EMPLOYEES SHALL NOT BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT OR TERMS AND CONDITIONS RELATED THERETO UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY: (A) FOR ERROR OR INTERRUPTION OF USE OR FOR LOSS OR INACCURACY OR CORRUPTION OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY OR LOSS OF BUSINESS; (B) FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES; (C) FOR ANY MATTER BEYOND INFEGY’S REASONABLE CONTROL; OR (D) FOR ANY AMOUNTS THAT, TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED THE FEES PAID BY CUSTOMER TO INFEGY FOR THE SERVICES UNDER THIS AGREEMENT IN THE 12 MONTHS PRIOR TO THE ACT THAT GAVE RISE TO THE LIABILITY, IN EACH CASE, WHETHER OR NOT INFEGY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable. This Agreement is not assignable, transferable or sublicensable by Customer except with Infegy’s prior written consent. Infegy may transfer and assign any of its rights and obligations under this Agreement without consent. This Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement, and that all waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein. No agency, partnership, joint venture, or employment is created as a result of this Agreement and Customer does not have any authority of any kind to bind Infegy in any respect whatsoever. In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover costs and attorneys’ fees. All notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested. This Agreement shall be governed by the laws of the State of Delaware without regard to its conflict of laws provisions.