ARX CITY, INC. (“ARX”) IS WILLING TO GRANT ACCESS TO THE SAAS PRODUCTS TO YOU AS THE COMPANY OR THE LEGAL ENTITY THAT WILL BE UTILIZING THE SAAS PRODUCTS (REFERENCED BELOW AS “CUSTOMER”) ON THE CONDITION THAT YOU ACCEPT ALL OF THE TERMS OF THIS AGREEMENT (AS DEFINED BELOW). BY ENTERING INTO THIS AGREEMENT ON BEHALF OF AN ENTITY OR ORGANIZATION, YOU REPRESENT THAT YOU HAVE THE LEGAL AUTHORITY TO BIND THAT ENTITY OR ORGANIZATION TO THIS AGREEMENT. CUSTOMER AND ARX MAY EACH ALSO BE REFERRED TO AS A “PARTY” AND TOGETHER, THE “PARTIES”.

PLEASE READ THIS AGREEMENT CAREFULLY BEFORE USING THE SAAS PRODUCTS. THIS SAAS TERMS OF SERVICE (“AGREEMENT”) CONSTITUTES A LEGAL AND ENFORCEABLE CONTRACT BETWEEN CUSTOMER AND ARX. BY INDICATING CONSENT ELECTRONICALLY, OR ACCESSING OR OTHERWISE USING THE SAAS PRODUCTS, CUSTOMER AGREES TO THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF CUSTOMER DOES NOT AGREE TO THIS AGREEMENT, DO NOT INDICATE CONSENT ELECTRONICALLY AND MAKE NO FURTHER USE OF THE SAAS PRODUCTS.

1. Access and Use

1.1 Access and Use. Subject to payment of all applicable fees and the terms and conditions of this Agreement, Arx grants Customer, during the Subscription Term, a non-exclusive, non-sublicensable, non-transferable right to access and use (and permit Authorized Users to access and use) the SaaS Products and applicable Documentation solely for Customer’s and its Affiliates’ internal business purposes in accordance with the Documentation. Customer will operate the SaaS products in accordance with the Documentation and be responsible for the acts and omissions of its Authorized Users.

1.2 Restrictions. Customer shall not (directly or indirectly): (a) except to the limited extent applicable laws specifically prohibit such restriction, modify, reverse engineer, decompile, attempt to derive the source code or underlying ideas or algorithms for any part of the SaaS Products; (b) attempt to recreate the SaaS Products, or use the SaaS Products for any competitive purpose; (c) create, translate, or otherwise prepare derivative works based on the SaaS Products or any accompanying Documentation; (d) conduct automated queries (including screen and database scraping, crawlers, spiders, robots, scrapers, or any other automated activity in order to obtain information) on the SaaS Products; (e) interfere with or disrupt the integrity or performance of the SaaS Products; (f) attempt to gain unauthorized access to the SaaS Products or its related systems or networks, or perform unauthorized penetrating testing on the SaaS Products; or (g) use the SaaS Products to infringe on the Intellectual Property rights, publicity rights, or privacy rights of any third party, or to store or transfer defamatory, trade libelous or otherwise unlawful data.

1.3 Login Access. Customer is solely responsible for ensuring: (i) that only appropriate Authorized Users have access to the SaaS Products, (ii) that such Authorized Users have been trained in proper use of the SaaS Products, and (iii) proper usage of passwords and access procedures with respect to logging into the SaaS Products. Arx reserves the right to refuse registration of, or to cancel, login IDs that it reasonably believes to violate the terms and conditions set forth in this Agreement, in which case Arx will promptly inform Customer in writing of such refusal or cancellation. In addition to the rights set forth in this Agreement, Arx may suspend Customer’s access and use of the SaaS Products if there is an unusual and material spike or increase in Customer’s use of the SaaS Products and Arx reasonably suspects or knows that such traffic or use is fraudulent or materially and negatively impacting the operating capability of the SaaS Products. Arx will provide notice prior to such suspension if permitted by applicable law unless Arx reasonably believes that providing such notice poses a risk to the security of the SaaS Products. Arx will promptly reinstate Customer’s access and use once the issue has been resolved.

1.4 Trial Services. If Customer is using a free trial, a proof of concept version of the SaaS Products, a beta version of the SaaS Products, or using the SaaS Products on any other free-of-charge basis including any related support services to the extent provided by Arx in its sole discretion (collectively, “Trial Services”), Arx makes such Trial Services available to Customer until the earlier of: (i) the end of the free trial or proof of concept period or beta testing period as communicated by Arx; (ii) the start date of any purchased version of such SaaS Products; or (iii) written notice of termination from Arx (“Trial Services Period”). Arx grants Customer, during the Trial Services Period, a non-exclusive, non-transferable right to access and use the Trial Services for Customer’s internal evaluation purposes in accordance with any Documentation and subject to the access and use restrictions set forth in this Agreement. Customer is authorized to use Trial Services only for evaluation and not for any business or productive purposes, unless otherwise authorized by Arx in writing. There is no guarantee that features or functions of the Trial Services will be available, or if available will be the same, in the general release version of the SaaS Products, and Customer should review the SaaS Products features and functions before making a purchase. Arx will be under no obligation to provide Customer any maintenance or support services with respect to the Trial Services. Notwithstanding anything to the contrary, Arx provides the Trial Services “as is” and “as available” without any warranties or representations of any kind. To the extent permitted by law, Arx disclaims all implied warranties and representations, including, without limitation, any implied warranty of merchantability, fitness for a particular purpose and non-infringement. Customer assumes all risks and all costs associated with its use of the Trial Services. Customer’s sole and exclusive remedy in case of any dissatisfaction or Arx’s breach of the Agreement with respect to such Trial Services is termination of the Trial Services. Any obligations on behalf of Arx to indemnify, defend, or hold harmless under this Agreement are not applicable to Customers using Trial Services.

2. Privacy Policy

Arx’s Privacy Policy is incorporated into these Terms by reference herein.

3. Intellectual Property

Except for the rights granted in this Agreement, all rights, title, and interest in and to the SaaS Products, Documentation, and Arx Intellectual Property are hereby reserved by Arx, its Affiliates or licensors. Except as provided for herein, all rights, title, and interest in and to Customer Intellectual Property are hereby reserved by Customer, its Affiliates or licensors. Nothing in this Agreement shall transfer ownership of any Intellectual Property rights from one Party to the other.

4. Usage Data and Suggestions

Arx shall be permitted to collect and use the Usage Data for its reasonable business purposes and for Customer’s benefit. In the event Arx wishes to disclose the Usage Data or any part thereof to third parties (either during the Subscription Term or thereafter), such data shall be anonymized and presented in the aggregate so that it will not identify Customer or its Authorized Users. To the extent that Customer provides Arx with Suggestions, such Suggestions shall be free from any confidentiality restrictions that might otherwise be imposed upon Arx pursuant to this Agreement, and may be implemented by Arx in its sole discretion. Customer acknowledges that any Arx products or materials incorporating any such Suggestions shall be the sole and exclusive property of Arx.

5. Disclaimer

NOTWITHSTANDING ANYTHING TO THE CONTRARY, ARX PROVIDES THE SAAS PRODUCTS “AS IS” AND “AS AVAILABLE” WITHOUT ANY WARRANTIES OR REPRESENTATIONS OF ANY KIND. TO THE EXTENT PERMITTED BY LAW, ARX DISCLAIMS ALL WARRANTIES AND REPRESENTATIONS, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. ARX DISCLAIMS ANY WARRANTY THAT THE SAAS PRODUCTS WILL BE FREE FROM ERROR, THAT THE DATA AND PROJECTIONS CONTAINED THEREIN WILL BE ACCURATE, THAT ERRORS WILL BE CORRECTED, OR THAT ACCESS TO THE SAAS PRODUCTS WILL BE UNINTERRUPTED. CUSTOMER ASSUMES ALL RISKS AND ALL COSTS ASSOCIATED WITH ITS USE OF THE SAAS PRODUCTS.

6. Restricted Rights and Export Control

6.1 Export Control. The exportation of the SaaS Products and Documentation, and all related technology and information thereof are subject to U.S. laws and regulations pertaining to export controls and trade and economic sanctions, including the U.S. Export Administration Act, Export Administration Regulations, the Export Control Reform Act, and the Office of Foreign Assets Control’s sanctions programs, and the laws of any country or organization of nations within whose jurisdiction Customer (or its Authorized Users who may use or otherwise receive the SaaS Products as expressly authorized by this Agreement) operates or does business, as amended, and the rules and regulations promulgated from time to time thereunder. Specifically, Customer hereby undertakes not to export, re-export, access or grant access to the SaaS Products and all related technology, information, materials and any upgrades thereto to: (a) any Prohibited Persons; (b) any country to which such export, re-export or access from is restricted or prohibited per the foregoing applicable laws; or (c) otherwise in violation of any applicable export or import restrictions, laws or regulations. Customer also certifies that it is not a Prohibited Person nor owned, controlled by, or acting on behalf of a Prohibited Person.

6.2 Commercial Computer Software. If Customer is an agency or contractor of the United States Government, Customer acknowledges and agrees that: (i) the SaaS Products (including any software forming a part thereof) were developed entirely at private expense; (ii) the SaaS Products (including any software forming a part thereof) in all respects constitute proprietary data belonging solely to Arx; (iii) the SaaS Products (including any software forming a part thereof) are not in the public domain; and (iv) the software forming a part of the SaaS Products is “Commercial Computer Software” as defined in sub-paragraph (a)(1) of DFAR section 252.227-7014 or FAR Part 12.212. Customer shall provide no rights in the Software (including any software forming a part thereof) to any U.S. Government agency or any other party except as expressly provided in this Agreement.

7. General

7.1 Force Majeure. With the exception of Customer’s payment obligations in the Subscription Agreement, neither Party will be liable to the other Party for any delay or failure to perform which is due to fire, pandemic, virus, epidemic, travel advisories as to health, security and/or terrorism, flood, lockout, transportation delay, war, acts of God, governmental rule or order, strikes or other labor difficulties, or other causes beyond its reasonable control. However, in such event, both Parties will resume performance promptly after the cause of such delay or failure has been removed.

7.2 Applicable Law and Jurisdiction. These Terms of Service shall be interpreted and construed in accordance with the laws of the State of Florida. Any and all claims, controversies and causes of action arising out of or relating to these Terms of Service, whether sounding in contract, tort or statute, shall be governed by the laws of the State of Florida, including its statutes of limitations, without giving effect to any conflict-of-laws rule that would result in the application of the laws of a different jurisdiction. Any action arising out of this agreement shall be brought exclusively in a court of competent jurisdiction located in Miami-Dade County, Florida. To the extent not prohibited by applicable law, each of the Parties hereby irrevocably waives any and all right to trial by jury in any legal proceeding arising out of or related to this Agreement.

7.3 Entire Agreement; Amendments; Severability; Counterparts. These Terms of Service together with the Subscription Agreement, and the Privacy Policy, (“Agreements”) constitute the entire agreement and understanding of the parties, and supersedes any and all previous agreements and understandings, whether oral or written, between the parties with respect to the matters set forth in the Agreements. No provision of the Agreements may be amended, modified or waived, except in a writing signed by the parties. The invalidity or unenforceability of any provision of the Agreements shall not affect the validity or enforceability of any other provision, and if any restriction in the Agreements is found by a court to be unreasonable or unenforceable, then such court may amend or modify the restriction so it can be enforced to the fullest extent permitted by law. The section headings in the Agreements have been inserted as a matter of convenience of reference and are not a part of the Agreements. The Agreements may be executed by electronic signature in any number of counterparts, each of which together shall constitute one and the same instrument.

7.4 Definitions. The following definitions apply in this agreement.

“Affiliate” means a company controlling, controlled by, or under common control with a Party (an entity will be deemed to have control if it owns over 50% of another entity).

“Agreement” means these Terms of Service.

“Agreements” means these Terms of Service, together with any Subscription Agreement, and the Privacy Policy.

“Authorized Users” means employees, agents, consultants, contractors, or vendors authorized by Customer to use the SaaS Products solely for the internal use of Customer and its Affiliates, subject to the terms and conditions of this Agreement.

“Confidential Information” means all information provided by the Disclosing Party to the Recipient Party concerning the Disclosing Party or its Affiliates’ business, products or services that is not generally known to the public, including information relating to customers, vendors, trade secrets, prices, products, services, computer programs and other intellectual property and any other information which a Party should reasonably understand to be considered Confidential Information whether or not such information is marked “Confidential” or contains such similar legend by the Disclosing Party at the time of disclosure.

“Customer” means the company of the legal entity that will be utilizing the SaaS Products.

“Documentation” means the user guides, access documents, security fundamentals documentation, and specifications for the SaaS Products that may be made available from time to time by Arx in electronic or tangible form, but excluding any sales or marketing materials.

“Indirect Taxes” means excise, sales, use, gross-turnover, value added, goods and services tax or other similar types of indirect taxes, duties, customs or tariffs (however designated, levied or based and whether foreign or domestic, federal or state).

“Intellectual Property” means a Party’s proprietary material, technology, or processes, (excluding the SaaS Products and Documentation) including services, software tools, proprietary framework and methodology, hardware designs, algorithms, objects and documentation (both printed and electronic), network designs, know-how, trade secrets and any related intellectual property rights throughout the world (whether owned or licensed by a third party) and any derivatives, improvements, enhancements or extensions of such Intellectual Property conceived, reduced to practice, or developed.

“Notice” means any notice or other communication required or permitted under this Agreement.

“Order” means Arx’s quote accepted by Customer via Customer’s purchase order or other ordering document submitted to Arx to order Arx’s SaaS Products, which references the SaaS Products, pricing, payment terms, quantities and other applicable terms set forth in an applicable Arx quote or ordering document.

“Prohibited Persons” means anyone on the U.S. Commerce Department’s Denied Persons, Entity, or Unverified Lists or the U.S. Treasury Department’s list of Specially Designated Nationals and Consolidated Sanctions list.

“SaaS Products” means the software-as-a-service products specified in the Order as further described in the Documentation (including any updates and upgrades to the SaaS Products provided by Arx in its sole discretion).

“Subscription Term” means the period of time during which Customer is subscribed to the SaaS Products, as specified in an Order and which shall begin upon delivery of the SaaS Products.

“Suggestions” means, any ideas or suggestions for improvements, new features, functionalities, corrections, enhancements or changes to the SaaS Products suggested by Customer to Arx, which constitute Intellectual Property rights under applicable law.

“Usage Data” means data generated in connection with Customer’s access, use and configuration of the SaaS Products and data derived from it (e.g., types of applications or accounts utilized or interacting with the SaaS Products).

8. Miscellaneous

Any words following the terms including or include shall be regarded as examples only and not construed as an exhaustive list.

Should Customer have any questions concerning this Agreement, or if Customer desires to contact Arx for any reason, please e-mail us at: contact@arx.city.

© 2024 Arx City, Inc.

1. Terms of Service

Arx’s Terms of Service is incorporated into this Subscription Agreement by reference herein.

2. Payment and Taxes

2.1 Payment. Customer shall pay all invoices within thirty (30) days of date of invoice, without any deduction or set-off (except for any amount disputed promptly and in writing by Customer in good faith), and payment will be sent to the address specified by Arx. Any amounts arising in relation to this Agreement not paid when due will be subject to a late charge of one and one-half percent (1 ½ %) per month on the unpaid balance or the maximum rate allowed by law, whichever is less. Without prejudice to Customer’s rights set out elsewhere in this Agreement, all SaaS Products fees are non-refundable and payable in advance. Arx may invoice for purchases of SaaS Products upon delivery.

2.2 Taxes. The fees and charges covered by this Agreement are exclusive of any sales & use taxes and indirect taxes imposed or levied, currently or in the future based on applicable legislation, on the SaaS Products. Unless otherwise agreed between the Parties, Customer will be liable for compliance with reporting and payment of such sales & use taxes and indirect taxes in its tax jurisdiction. Arx shall include the sales & use taxes and indirect taxes on its invoice to Customer and remit such sales & use taxes and indirect taxes collected to the relevant authority if required by applicable law. For the avoidance of doubt, Arx will be responsible for direct taxes imposed on Arx’s net income or gross receipts in its tax jurisdiction.

3. Intellectual Property

Except for the rights granted in this Agreement, all rights, title, and interest in and to the SaaS Products, Documentation, and Arx Intellectual Property are hereby reserved by Arx, its Affiliates or licensors. Except as provided for herein, all rights, title, and interest in and to Customer Intellectual Property are hereby reserved by Customer, its Affiliates or licensors. Nothing in this Agreement shall (a) transfer ownership of any Intellectual Property rights from one Party to the other, or (b) provide either Party a right to use the other Party’s trade names, logos, or trademarks.

4. Confidentiality

4.1 Confidential Information. The Parties acknowledge that either Party (“Disclosing Party”) may disclose certain valuable confidential and proprietary information to the other (“Recipient”). “Confidential Information” means all information provided by the Disclosing Party to the Recipient Party concerning the Disclosing Party or its Affiliates’ business, products or services that is not generally known to the public, including information relating to customers, vendors, trade secrets, prices, products, services, computer programs and other intellectual property and any other information which a Party should reasonably understand to be considered Confidential Information whether or not such information is marked “Confidential” or contains such similar legend by the Disclosing Party at the time of disclosure.

4.2 Exceptions. Confidential Information does not include any information that: (a) is or becomes generally available to the public other than as a result of Recipient’s or its Representatives’ breach of this Agreement; (b) is obtained by Recipient or its Representatives on a non-confidential basis from a third-party that was not legally or contractually restricted from disclosing such information; (c) Recipient establishes by documentary evidence, was in Recipient’s or its Representatives’ possession prior to Disclosing Party’s disclosure hereunder; or (d) Recipient establishes by documentary evidence, was or is independently developed by Recipient or its Representatives without using any Confidential Information.

4.3 Uses. The Recipient may only use the disclosing Party’s Confidential Information to fulfill the purposes of these Terms. The Recipient will protect the Disclosing Party’s Confidential Information by using at least the same degree of care as the Recipient uses to protect its own Confidential Information of a like nature (but no less than a reasonable degree of care) to prevent the unauthorized use, dissemination, disclosure or publication of such Confidential Information. Notwithstanding the foregoing, the Recipient may disclose Confidential Information to its (and its Affiliates) employees, advisors, consultants, and agents on a need-to-know basis and provided that such party is bound by obligations of confidentiality substantially similar to those contained herein.

4.4 Advertising. Subject to the terms and conditions of this Agreement, Customer hereby grants to Arx a non-exclusive, royalty-free, non-transferable license to use Licensee’s trademarks, logos, service marks, and trade names in Arx’s advertising, marketing, promotional materials, and case studies, including identification on Arx’s website and press releases.

5. Indemnification

5.1 Infringement Indemnity. Arx shall defend and indemnify Customer and/or its Affiliates and their officers, directors and employees against all third-party claims, suits and proceedings resulting from the violation, misappropriation, or infringement of such third party’s patent, copyright, trademark or trade secret caused by Customer’s use of the SaaS Products in accordance with this Agreement and the Documentation, and all directly related losses, liabilities, damages, costs and expenses (including reasonable attorneys’ fees).

5.2 Customer Indemnity. Customer shall defend and indemnify Arx and/or its Affiliates and their officers, directors and employees against all third-party claims, suits and proceedings (including those brought by a government entity) resulting from any breach of this agreement by Customer, and all directly related losses, liabilities, damages, costs and expenses (including reasonable attorneys’ fees).

5.3 Process. Each Party’s defense and indemnification obligations herein will become effective upon, and are subject to: (a) the indemnified Party’s prompt notification to the indemnifying Party of any claims in writing; and (b) the indemnified Party providing the indemnifying Party with full and complete control, authority and information for the defense of the claim, provided that the indemnifying Party will have no authority to enter into any settlement or admission of the indemnified Party’s wrongdoing on behalf of the indemnified Party without the indemnified Party’s prior written consent (not to be unreasonably withheld). At the indemnifying Party’s request, the indemnified Party shall reasonably cooperate with the indemnifying Party in defending or settling any claim.

5.4 Exclusion. The above Arx obligations to defend and indemnify will not apply in the event that a claim arises from or relates to: (a) use of the SaaS Products not in accordance with applicable Documentation and this Agreement; (b) Customer’s use of the SaaS Products in violation of applicable laws; (c) any modification, alteration or conversion of the SaaS Products not created or approved in writing by Arx; (d) any combination or use of the SaaS Products with any computer, hardware, software, data or service not required by the Documentation; (e) Arx’s compliance with specifications, requirements or requests of Customer; or (f) Customer’s gross negligence or willful misconduct.

5.5 Remedies. If the SaaS Products becomes, or Arx reasonably determines that the SaaS Products is likely to become, subject to a claim of infringement for which Arx must indemnify Customer as described above, Arx may at its option and expense: (a) procure for Customer the right to continue to access and use the SaaS Products, (b) replace or modify the SaaS Products so that it becomes non-infringing without causing a material adverse effect on the functionality provided by the infringing SaaS Products, or (c) if neither of the foregoing options are available in a timely manner on commercially reasonable terms, terminate the affected Order and provide Customer with a pro-rata refund of any unused pre-paid fees paid for the period following termination as calculated on a monthly basis for the affected SaaS Product. This section states the sole liability of Arx and the exclusive remedy of Customer with respect to any indemnification claims arising out of or related to this Agreement.

6. Limitation of Liability

6.1 Maximum Liability. EXCEPT FOR LIABILITY CAUSED BY ARX’S INTELLECTUAL PROPERTY INFRINGEMENT INDEMNIFICATION OBLIGATIONS IN SECTION 5.1, CUSTOMER’S INDEMNIFICATION OBLIGATIONS IN SECTION 5.2, AND CUSTOMER’S PAYMENT OBLIGATIONS HEREIN, THE TOTAL LIABILITY OF EITHER PARTY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNT PAID OR PAYABLE TO ARX UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTH PERIOD PRECEDING THE DATE OF INITIAL CLAIM.

6.2 No Consequential Damages. IN NO EVENT SHALL EITHER PARTY OR THEIR AFFILIATES, OFFICERS, DIRECTORS, AGENTS, AND EMPLOYEES, BE LIABLE FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL AND/OR INCIDENTAL LOSS, EXEMPLARY OR OTHER DAMAGES RELATED TO THESE TERMS AND/OR WHETHER DIRECT OR INDIRECT: (I) LOSS OF DATA; (II) LOSS OF INCOME, (III) LOSS OF OPPORTUNITY; (IV) LOST PROFITS; AND (V) COSTS OF RECOVERY OR ANY OTHER DAMAGES, HOWEVER CAUSED, AND BASED ON ANY THEORY OF LIABILITY, AND WHETHER OR NOT FOR BREACH OF CONTRACT, TORT, NEGLIGENCE, VIOLATION OF STATUTE, OR OTHERWISE, AND WHETHER OR NOT EITHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

7. Assignment

Neither Party may assign any of its rights or obligations under this Agreement without the other Party’s prior written consent, which will not be unreasonably withheld. Notwithstanding the foregoing, either Party may assign any and all of its rights and obligations under this Agreement to a successor in interest in the event of a merger or acquisition or to an Affiliate, upon written notice to the other Party.

8. Term and Termination

8.1 Term. This Agreement shall remain in force during the applicable Subscription Term of the SaaS Products unless or until terminated by either Party pursuant to this section.

8.2 Termination. Either Party may terminate this Agreement immediately upon notice to the other Party if the other Party: (i) materially breaches this Agreement and fails to remedy such breach within thirty (30) days after receiving written notice of the breach from the other Party; or (ii) commences bankruptcy or dissolution proceedings, has a receiver appointed for a substantial part of its assets or ceases to operate in the ordinary course of business. In addition, a Party may terminate this Agreement, in whole or in part, or cease provision of the SaaS Products if required to comply with applicable law or regulation, and such termination will not constitute a breach of this Agreement by the terminating Party. Arx reserves the right to suspend Customer’s access to the applicable SaaS Products upon 30 days’ written notice to Customer if: (i) an invoice is more than sixty (60) days past due; or (ii) if there is an uncured material breach of this Agreement. Arx will promptly reinstate Customer’s access and use of the SaaS Products once the issue has been resolved. Any accrued rights and obligations will survive termination.

8.3 Effects of Termination / Expiration. Upon termination or expiration of an applicable Subscription Term: (i) Customer will have no further right to access or use the SaaS Products; and (ii) each Party shall within thirty (30) days after written request return or destroy any tangible Confidential Information of the other Party within its possession or control that is not contained on the SaaS Products. Following termination of the SaaS Products, Arx may immediately deactivate Customer’s account. Any accrued rights and obligations will survive termination.

9. Independent Contractors

Nothing in this Agreement will be construed to imply a joint venture, partnership or principal-agent relationship between Arx and Customer, and neither Party will have the right, power or authority to obligate or bind the other in any manner whatsoever.

10. Notices

All Notices will be in writing and will be deemed to have been duly given: (a) when delivered by hand; (b) three (3) days after being sent by registered or certified mail, return receipt requested and postage prepaid; (c) one (1) day after deposit with a nationally recognized overnight delivery or express courier service. Notices for Arx should be sent to the following address: 1765 Biarritz Dr Miami Beach, FL 33141, Attention: Hernan Garcia.

© 2024 Arx City, Inc.

1. Introduction

This Privacy Policy explains how Arx City, Inc. (“Arx City,” “Arx”, “we”, “our”, or “us”) collects, uses, and discloses personal information about you, and your rights in connection with your access to, and use of our websites that link to this Privacy Policy, including www.arx.city, as well as any social media pages that link to this Privacy Policy (collectively, the “Site”), or when you communicate with us directly by e-mail, telephone, or otherwise. If you do not agree to the terms of this Privacy Policy, you should not access or use the Site.

2. Changes to Our Privacy Policy

We may change this Privacy Policy from time to time. If we make any changes, we will notify you by updating the date at the top of the policy. If we make any material changes to the Privacy Policy, we may provide you with additional notice (such as by adding a statement to our homepage or by sending you an e-mail). We encourage you to review the Privacy Policy periodically in the event that changes have been made.

3. Collection and Use of Information

When you interact with the Site, we collect personal information directly from you as well as from automated collection technologies and use it for ordinary business purposes, subject to applicable law, as described below:

Information You Provide Directly and How We Use It

We collect information that you provide directly to us. For example, we collect information when you request to join our Beta or send us an e-mail. The information we collect directly from you and how we use it may be categorized as follows:

Personal Identifiers: We collect personal identifiers (such as your name, email address, postal address, and telephone number). We use personal identifiers to respond to your requests and communicate with you for marketing and informational purposes.

Employment Information: We collect employment-related information (such as your company name, industry vertical, and job title). We use this information to respond to your requests and communicate with you for marketing and informational purposes.

Form and E-mail Content: We receive the messages you submit through online forms and communications with us (such as comments, inquiries, and other information). We use this information to respond to your requests as well as to improve the Site and our services.

Access Information: We collect information about your access to the Site (such as the type of device used, your IP address, the time and date of your access, and approximate geo-location during access). We use this information in order to improve the Site and our services.

Anonymized Information: We may anonymize data we receive and use and disclose it for any business purpose.

Aggregated information: We may aggregate data we receive and use and disclose it for any business purpose.

Inferences: We may extrapolate inferences from any combination of information described above. This information may be used in order to improve the Site and our services.

Information We Collect Automatically From Your Use of the Site and How We Use It

We use this automatically collected information in order to improve your experience with the Site, to understand how users interact with the Site, and to improve the Site and our services.

Information We Collect From Third Parties

We may collect certain personal information about you from publicly available data sources and private data suppliers for marketing and informational purposes. We may combine the information that we collect from these third party sources with the information that we have collected directly from you, as previously described.

4. Sharing of Information

We may provide third parties with personal information that we collect, as described under “Collection and Use of Information”, for our own business purposes, and as follows:

Third-Party Service Providers: We may disclose personal information as necessary to operate our business, such as with third-party providers in connection with providing the Site and services to you.

Site and Services Protection: We may disclose information if we believe that such action is necessary to comply with a legal obligation or to protect and defend our rights or property, or those of others.

Arx City Affiliates: We may share information between and among Arx City and its current and future parents, affiliates, subsidiaries and other companies under common control and ownership.

Corporate Transaction: We may share information in the event of a business transfer (such as a merger, acquisition, financing due diligence, reorganization, sale of company assets of or associated with a business unit, or bankruptcy).

Legal Compliance: We may disclose information concerning you if required to do so by law or if we believe that such action is necessary to comply with a legal obligation.

Additional Sharing: We may share information for the same purposes that we use the information, as described under “Collection and Use of Information” above, and for other business purposes as explained in this Privacy Policy.

5. Security and Processing

Security

We are committed to the security of your personal information. Arx City takes reasonable measures to protect and secure all collected information about you.

Transfer of Information to the U.S. and Other Countries

Arx City is based in the United States. The information collected under this Privacy Policy may be stored and processed in the United States or any other country in which Arx City’s service providers are based.

6. Location-Based Rights

In General

Certain privacy rights may be available to you depending on your specific jurisdiction. If you would like to make a request, please send an email to us at: contact@arx.city.

When you make a request, we may require that you provide additional information so that we can verify your identity, your request, and your jurisdiction before responding to it. We may be unable to comply with your request if we are unable to confirm your identity.

California Privacy Rights

Under the California Consumer Privacy Act (“CCPA”), California consumers have the right to request information about our data collection, use, disclosure, and sales practices as a business in connection with the consumer’s personal information; the right to access the specific personal information collected about the consumer during the previous 12 months; the right to request the deletion of personal information we have about the consumer in our role as a business (subject to certain exceptions); and the right to opt-out of the sale of personal information. California consumers have the right not to be discriminated against if they exercise the rights listed above.

To make a request, California consumers may email us at: contact@arx.city. When you make a request, we may require that you provide additional information so that we can verify your identity, your request, and your jurisdiction before responding to it. We may be unable to comply with your request if we are unable to confirm your identity.

California Consumers may designate an authorized agent to make privacy rights requests. We will require the designated authorized agent to provide us with proof of authorization, as well as proof of identity.

7. Additional Terms and Conditions

Additional terms and conditions may also apply to specific services or functionalities of the Site (such as participating in the Beta), and you may be required to enter into an additional agreement with us. Any additional terms and conditions will be in addition to the terms and conditions set forth in this Privacy Policy. In the event of a conflict between these terms and conditions and the additional terms and conditions, the additional terms and conditions will govern.

8. Contact Us

If you have any questions about this Privacy Policy, please contact us at: contact@arx.city.

© 2024 Arx City, Inc.

These Terms of Service (“Terms”) apply to and govern Customer participation if Customer is granted access to a beta version of an Arx City, Inc. (“Arx”) product, or uses an Arx product on any other free-of-charge basis including any related support services to the extent provided by Arx in its sole discretion (collectively, “Beta Services”). In order to use the Beta Services, you must agree to these terms.

1. Eligibility

Customer may use the Beta Services solely upon request and approval by Arx, or by invitation from Arx.

2. Incorporation

Arx’s Privacy Policy is incorporated into these Terms by reference herein.

3. Term

If Customer is granted access to Beta Services, Arx makes such Beta Services available to Customer until the earlier of: (i) the end of the Beta testing period as communicated by Arx; (ii) the start date of any purchased version of such SaaS products; or (iii) written notice of termination from Arx (“Beta Services Period”).

4. Access and Use

Arx grants Customer, during the Beta Services Period, a non-exclusive, non-sublicensable, non-transferable, revocable right to access and use the Beta Services solely for Customer’s evaluation purposes, and not for any business or productive purposes, unless otherwise authorized by Arx in writing, for the Beta Services Period.

5. Services

Customer acknowledges that the Beta Services are pre-release, have not been tested, and may contain defects, bugs, or errors that could result in the permanent loss or corruption of any data entered by Customer into the Beta Services.

CUSTOMER ASSUMES ALL RISKS AND ALL COSTS ASSOCIATED WITH USE OF THE BETA SERVICES, INCLUDING, WITHOUT LIMITATION, ANY INTERNET ACCESS FEES, BACK-UP EXPENSES, COSTS INCURRED FOR THE USE OF CUSTOMER DEVICE AND PERIPHERALS, AND ANY DAMAGE TO ANY EQUIPMENT, SOFTWARE, INFORMATION, OR DATA.

Customer is advised to use caution and not rely in any way on the correct functioning or performance of the Beta Services, including any calculations present as part of the Beta Services, or any accompanying materials. There is no guarantee that features or functions of the Beta Services will be available, or if available will be the same, in a general release version of Arx products and Customer should review any Arx product’s features and functions before making a purchase.

6. Confidential Information

The Parties acknowledge that either Party (“Disclosing Party”) may disclose certain valuable confidential and proprietary information to the other (“Recipient”). “Confidential Information” means all information provided by the Disclosing Party to the Recipient Party concerning the Disclosing Party or its Affiliates’ business, products or services that is not generally known to the public, including information relating to customers, vendors, trade secrets, prices, products, services, computer programs and other intellectual property and any other information which a Party should reasonably understand to be considered Confidential Information whether or not such information is marked “Confidential” or contains such similar legend by the Disclosing Party at the time of disclosure.

Confidential Information does not include any information that: (a) is or becomes generally available to the public other than as a result of Recipient’s or its Representatives’ breach of this Agreement; (b) is obtained by Recipient or its Representatives on a non-confidential basis from a third-party that was not legally or contractually restricted from disclosing such information; (c) Recipient establishes by documentary evidence, was in Recipient’s or its Representatives’ possession prior to Disclosing Party’s disclosure hereunder; or (d) Recipient establishes by documentary evidence, was or is independently developed by Recipient or its Representatives without using any Confidential Information.

The Recipient may only use the disclosing Party’s Confidential Information to fulfill the purposes of these Terms. The Recipient will protect the Disclosing Party’s Confidential Information by using at least the same degree of care as the Recipient uses to protect its own Confidential Information of a like nature (but no less than a reasonable degree of care) to prevent the unauthorized use, dissemination, disclosure or publication of such Confidential Information. Notwithstanding the foregoing, the Recipient may disclose Confidential Information to its (and its Affiliates) employees, advisors, consultants, and agents on a need-to-know basis and provided that such party is bound by obligations of confidentiality substantially similar to those contained herein.

CUSTOMER ACKNOWLEDGES THAT THE BETA SERVICES CONSTITUTE CONFIDENTIAL INFORMATION.

7. Intellectual Property

Customer agrees that Arx owns all legal rights, title, and interest in the Beta Services, including all intellectual property rights, and except for the license provided herein, no other rights or permissions to any other services provided by Arx is granted. Nothing in this agreement shall give Customer a right to use Arx’s trade names, logos, service marks, trademarks, or domain names.

Except to the limited extent applicable laws specifically prohibit such restriction, Customer shall not (directly or indirectly) modify, reverse engineer, decompile, attempt to derive the source code or underlying ideas or algorithms for any part of the Beta Services, attempt to recreate the Beta Services, or use the Beta Services for any competitive purpose. Customer shall not create, translate, or otherwise prepare derivative works based on the Beta Services or any accompanying documentation. Customer shall not conduct automated queries (including screen and database scraping, crawlers, spiders, robots, scrapers, or any other automated activity in order to obtain information from the Beta Services) on the Beta Services.

8. Feedback

The Beta Services are made available to Customer for the purposes of evaluation and feedback without any compensation or reimbursement of any kind from Arx. In consideration of the rights granted herein, Customer will be asked to provide periodic feedback regarding use of the Beta Services, including but not limited to, errors, potential enhancements, and potential changes. Customer acknowledges that Arx owns all right, title, and interest to such feedback. If for any reason it should become necessary, Customer grants a perpetual, non-revocable, royalty-free worldwide license to use or incorporate such feedback into any of our products or services at any time at our sole discretion. Arx will not publish Customer feedback in a manner that identifies Customer, without Customer consent. Customer acknowledges that Arx may also monitor Customer’s interactions with the Beta Services and use the gathered information to improve the Beta Services or other products and services.

9. Warranty

NOTWITHSTANDING ANYTHING TO THE CONTRARY, ARX PROVIDES THE BETA SERVICES “AS IS” AND “AS AVAILABLE” WITHOUT ANY WARRANTIES OR REPRESENTATIONS OF ANY KIND. TO THE EXTENT PERMITTED BY LAW, ARX DISCLAIMS ALL WARRANTIES AND REPRESENTATIONS, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. ARX DISCLAIMS ANY WARRANTY THAT THE BETA SERVICES WILL BE FREE FROM ERROR, THAT ERRORS WILL BE CORRECTED, AND THAT ACCESS TO THE BETA SERVICES WILL BE UNINTERRUPTED. CUSTOMER ASSUMES ALL RISKS AND ALL COSTS ASSOCIATED WITH ITS USE OF THE BETA SERVICES. CUSTOMER’S SOLE AND EXCLUSIVE REMEDY IN CASE OF ANY DISSATISFACTION OR ARX’S BREACH OF THE AGREEMENT IS TERMINATION OF THE BETA SERVICES.

10. Limitation of Liability

IN NO EVENT SHALL ARX OR ITS AFFILIATES, OFFICERS, DIRECTORS, AGENTS, AND EMPLOYEES, BE LIABLE FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL AND/OR INCIDENTAL LOSS, EXEMPLARY OR OTHER DAMAGES RELATED TO THESE TERMS AND/OR WHETHER DIRECT OR INDIRECT: (I) LOSS OF DATA; (II) LOSS OF INCOME, (III) LOSS OF OPPORTUNITY; (IV) LOST PROFITS; AND (V) COSTS OF RECOVERY OR ANY OTHER DAMAGES, HOWEVER CAUSED, AND BASED ON ANY THEORY OF LIABILITY, AND WHETHER OR NOT FOR BREACH OF CONTRACT, TORT, NEGLIGENCE, VIOLATION OF STATUTE, OR OTHERWISE, AND WHETHER OR NOT ARX HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE TOTAL LIABILITY OF ARX ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED $50.

11. Indemnification

Customer agrees to hold harmless and indemnify Arx, its affiliates, officers, directors, agents, and employees from and against any third-party claim arising from or in any way related to (i) Customer’s breach of the Terms; (ii) Customer’s use of the Beta Services; (iii) Customer’s violation of applicable laws, rules, or regulations in connection with the Beta Services.

12. General

Publicity. Arx may request a testimonial or case study from Customer related to Customer’s use of the Beta Services.

Compliance With Laws. Both Arx and Customer agree to comply with all applicable local, state, national, and foreign laws, rules, and regulations in connection with the performance, participation, access, or use of the Beta Services.

Changes. Arx may make changes to these Terms from time to time and may or may not notify Customer in such an event. Customer acknowledges and agrees that use of the Beta Services after the date on which the Terms of Service have changed will constitute acceptance of the updated Terms of Service.

© 2024 Arx City, Inc.

ARX CITY, INC. (“ARX”) IS WILLING TO GRANT ACCESS TO THE SAAS PRODUCTS TO YOU AS THE COMPANY OR THE LEGAL ENTITY THAT WILL BE UTILIZING THE SAAS PRODUCTS (REFERENCED BELOW AS “CUSTOMER”) ON THE CONDITION THAT YOU ACCEPT ALL OF THE TERMS OF THIS AGREEMENT (AS DEFINED BELOW). BY ENTERING INTO THIS AGREEMENT ON BEHALF OF AN ENTITY OR ORGANIZATION, YOU REPRESENT THAT YOU HAVE THE LEGAL AUTHORITY TO BIND THAT ENTITY OR ORGANIZATION TO THIS AGREEMENT. CUSTOMER AND ARX MAY EACH ALSO BE REFERRED TO AS A “PARTY” AND TOGETHER, THE “PARTIES”.

PLEASE READ THIS AGREEMENT CAREFULLY BEFORE USING THE SAAS PRODUCTS. THIS SAAS TERMS OF SERVICE (“AGREEMENT”) CONSTITUTES A LEGAL AND ENFORCEABLE CONTRACT BETWEEN CUSTOMER AND ARX. BY INDICATING CONSENT ELECTRONICALLY, OR ACCESSING OR OTHERWISE USING THE SAAS PRODUCTS, CUSTOMER AGREES TO THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF CUSTOMER DOES NOT AGREE TO THIS AGREEMENT, DO NOT INDICATE CONSENT ELECTRONICALLY AND MAKE NO FURTHER USE OF THE SAAS PRODUCTS.

1. Access and Use

1.1 Access and Use. Subject to payment of all applicable fees and the terms and conditions of this Agreement, Arx grants Customer, during the Subscription Term, a non-exclusive, non-sublicensable, non-transferable right to access and use (and permit Authorized Users to access and use) the SaaS Products and applicable Documentation solely for Customer’s and its Affiliates’ internal business purposes in accordance with the Documentation. Customer will operate the SaaS products in accordance with the Documentation and be responsible for the acts and omissions of its Authorized Users.

1.2 Restrictions. Customer shall not (directly or indirectly): (a) except to the limited extent applicable laws specifically prohibit such restriction, modify, reverse engineer, decompile, attempt to derive the source code or underlying ideas or algorithms for any part of the SaaS Products; (b) attempt to recreate the SaaS Products, or use the SaaS Products for any competitive purpose; (c) create, translate, or otherwise prepare derivative works based on the SaaS Products or any accompanying Documentation; (d) conduct automated queries (including screen and database scraping, crawlers, spiders, robots, scrapers, or any other automated activity in order to obtain information) on the SaaS Products; (e) interfere with or disrupt the integrity or performance of the SaaS Products; (f) attempt to gain unauthorized access to the SaaS Products or its related systems or networks, or perform unauthorized penetrating testing on the SaaS Products; or (g) use the SaaS Products to infringe on the Intellectual Property rights, publicity rights, or privacy rights of any third party, or to store or transfer defamatory, trade libelous or otherwise unlawful data.

1.3 Login Access. Customer is solely responsible for ensuring: (i) that only appropriate Authorized Users have access to the SaaS Products, (ii) that such Authorized Users have been trained in proper use of the SaaS Products, and (iii) proper usage of passwords and access procedures with respect to logging into the SaaS Products. Arx reserves the right to refuse registration of, or to cancel, login IDs that it reasonably believes to violate the terms and conditions set forth in this Agreement, in which case Arx will promptly inform Customer in writing of such refusal or cancellation. In addition to the rights set forth in this Agreement, Arx may suspend Customer’s access and use of the SaaS Products if there is an unusual and material spike or increase in Customer’s use of the SaaS Products and Arx reasonably suspects or knows that such traffic or use is fraudulent or materially and negatively impacting the operating capability of the SaaS Products. Arx will provide notice prior to such suspension if permitted by applicable law unless Arx reasonably believes that providing such notice poses a risk to the security of the SaaS Products. Arx will promptly reinstate Customer’s access and use once the issue has been resolved.

1.4 Trial Services. If Customer is using a free trial, a proof of concept version of the SaaS Products, a beta version of the SaaS Products, or using the SaaS Products on any other free-of-charge basis including any related support services to the extent provided by Arx in its sole discretion (collectively, “Trial Services”), Arx makes such Trial Services available to Customer until the earlier of: (i) the end of the free trial or proof of concept period or beta testing period as communicated by Arx; (ii) the start date of any purchased version of such SaaS Products; or (iii) written notice of termination from Arx (“Trial Services Period”). Arx grants Customer, during the Trial Services Period, a non-exclusive, non-transferable right to access and use the Trial Services for Customer’s internal evaluation purposes in accordance with any Documentation and subject to the access and use restrictions set forth in this Agreement. Customer is authorized to use Trial Services only for evaluation and not for any business or productive purposes, unless otherwise authorized by Arx in writing. There is no guarantee that features or functions of the Trial Services will be available, or if available will be the same, in the general release version of the SaaS Products, and Customer should review the SaaS Products features and functions before making a purchase. Arx will be under no obligation to provide Customer any maintenance or support services with respect to the Trial Services. Notwithstanding anything to the contrary, Arx provides the Trial Services “as is” and “as available” without any warranties or representations of any kind. To the extent permitted by law, Arx disclaims all implied warranties and representations, including, without limitation, any implied warranty of merchantability, fitness for a particular purpose and non-infringement. Customer assumes all risks and all costs associated with its use of the Trial Services. Customer’s sole and exclusive remedy in case of any dissatisfaction or Arx’s breach of the Agreement with respect to such Trial Services is termination of the Trial Services. Any obligations on behalf of Arx to indemnify, defend, or hold harmless under this Agreement are not applicable to Customers using Trial Services.

2. Privacy Policy

Arx’s Privacy Policy is incorporated into these Terms by reference herein.

3. Usage Data and Suggestions

Arx shall be permitted to collect and use the Usage Data for its reasonable business purposes and for Customer’s benefit. In the event Arx wishes to disclose the Usage Data or any part thereof to third parties (either during the Subscription Term or thereafter), such data shall be anonymized and presented in the aggregate so that it will not identify Customer or its Authorized Users. To the extent that Customer provides Arx with Suggestions, such Suggestions shall be free from any confidentiality restrictions that might otherwise be imposed upon Arx pursuant to this Agreement, and may be implemented by Arx in its sole discretion. Customer acknowledges that any Arx products or materials incorporating any such Suggestions shall be the sole and exclusive property of Arx. The foregoing shall not limit in any way Arx’s confidentiality obligations pursuant to Section 5 below.

4. Disclaimer

NOTWITHSTANDING ANYTHING TO THE CONTRARY, ARX PROVIDES THE SAAS PRODUCTS “AS IS” AND “AS AVAILABLE” WITHOUT ANY WARRANTIES OR REPRESENTATIONS OF ANY KIND. TO THE EXTENT PERMITTED BY LAW, ARX DISCLAIMS ALL WARRANTIES AND REPRESENTATIONS, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. ARX DISCLAIMS ANY WARRANTY THAT THE SAAS PRODUCTS WILL BE FREE FROM ERROR, THAT THE DATA AND PROJECTIONS CONTAINED THEREIN WILL BE ACCURATE, THAT ERRORS WILL BE CORRECTED, OR THAT ACCESS TO THE SAAS PRODUCTS WILL BE UNINTERRUPTED. CUSTOMER ASSUMES ALL RISKS AND ALL COSTS ASSOCIATED WITH ITS USE OF THE SAAS PRODUCTS.

5. Restricted Rights and Export Control

5.1 Export Control. The exportation of the SaaS Products and Documentation, and all related technology and information thereof are subject to U.S. laws and regulations pertaining to export controls and trade and economic sanctions, including the U.S. Export Administration Act, Export Administration Regulations, the Export Control Reform Act, and the Office of Foreign Assets Control’s sanctions programs, and the laws of any country or organization of nations within whose jurisdiction Customer (or its Authorized Users who may use or otherwise receive the SaaS Products as expressly authorized by this Agreement) operates or does business, as amended, and the rules and regulations promulgated from time to time thereunder. Specifically, Customer hereby undertakes not to export, re-export, access or grant access to the SaaS Products and all related technology, information, materials and any upgrades thereto to: (a) any Prohibited Persons; (b) any country to which such export, re-export or access from is restricted or prohibited per the foregoing applicable laws; or (c) otherwise in violation of any applicable export or import restrictions, laws or regulations. Customer also certifies that it is not a Prohibited Person nor owned, controlled by, or acting on behalf of a Prohibited Person.

5.2 Commercial Computer Software. If Customer is an agency or contractor of the United States Government, Customer acknowledges and agrees that: (i) the SaaS Products (including any software forming a part thereof) were developed entirely at private expense; (ii) the SaaS Products (including any software forming a part thereof) in all respects constitute proprietary data belonging solely to Arx; (iii) the SaaS Products (including any software forming a part thereof) are not in the public domain; and (iv) the software forming a part of the SaaS Products is “Commercial Computer Software” as defined in sub-paragraph (a)(1) of DFAR section 252.227-7014 or FAR Part 12.212. Customer shall provide no rights in the Software (including any software forming a part thereof) to any U.S. Government agency or any other party except as expressly provided in this Agreement.

6. General

6.1 Force Majeure. With the exception of Customer’s payment obligations in the Subscription Agreement, neither Party will be liable to the other Party for any delay or failure to perform which is due to fire, pandemic, virus, epidemic, travel advisories as to health, security and/or terrorism, flood, lockout, transportation delay, war, acts of God, governmental rule or order, strikes or other labor difficulties, or other causes beyond its reasonable control. However, in such event, both Parties will resume performance promptly after the cause of such delay or failure has been removed.

6.2 Applicable Law and Jurisdiction. These Terms of Service shall be interpreted and construed in accordance with the laws of the State of Florida. Any and all claims, controversies and causes of action arising out of or relating to these Terms of Service, whether sounding in contract, tort or statute, shall be governed by the laws of the State of Florida, including its statutes of limitations, without giving effect to any conflict-of-laws rule that would result in the application of the laws of a different jurisdiction. Any action arising out of this agreement shall be brought exclusively in a court of competent jurisdiction located in Miami-Dade County, Florida. To the extent not prohibited by applicable law, each of the Parties hereby irrevocably waives any and all right to trial by jury in any legal proceeding arising out of or related to this Agreement.

6.3 Entire Agreement; Amendments; Severability; Counterparts. These Terms of Service together with the Subscription Agreement, and the Privacy Policy, (“Agreements”) constitute the entire agreement and understanding of the parties, and supersedes any and all previous agreements and understandings, whether oral or written, between the parties with respect to the matters set forth in the Agreements. No provision of the Agreements may be amended, modified or waived, except in a writing signed by the parties. The invalidity or unenforceability of any provision of the Agreements shall not affect the validity or enforceability of any other provision, and if any restriction in the Agreements is found by a court to be unreasonable or unenforceable, then such court may amend or modify the restriction so it can be enforced to the fullest extent permitted by law. The section headings in the Agreements have been inserted as a matter of convenience of reference and are not a part of the Agreements. The Agreements may be executed by electronic signature in any number of counterparts, each of which together shall constitute one and the same instrument.

6.4 Definitions. The following definitions apply in this agreement.

“Affiliate” means a company controlling, controlled by, or under common control with a Party (an entity will be deemed to have control if it owns over 50% of another entity).

“Agreement” means these Terms of Service.

“Agreements” means these Terms of Service, together with any Subscription Agreement, and the Privacy Policy.

“Authorized Users” means employees, agents, consultants, contractors, or vendors authorized by Customer to use the SaaS Products solely for the internal use of Customer and its Affiliates, subject to the terms and conditions of this Agreement.

“Confidential Information” means all information provided by the Disclosing Party to the Recipient Party concerning the Disclosing Party or its Affiliates’ business, products or services that is not generally known to the public, including information relating to customers, vendors, trade secrets, prices, products, services, computer programs and other intellectual property and any other information which a Party should reasonably understand to be considered Confidential Information whether or not such information is marked “Confidential” or contains such similar legend by the Disclosing Party at the time of disclosure.

“Customer” means the company of the legal entity that will be utilizing the SaaS Products.

“Documentation” means the user guides, access documents, security fundamentals documentation, and specifications for the SaaS Products that may be made available from time to time by Arx in electronic or tangible form, but excluding any sales or marketing materials.

“Indirect Taxes” means excise, sales, use, gross-turnover, value added, goods and services tax or other similar types of indirect taxes, duties, customs or tariffs (however designated, levied or based and whether foreign or domestic, federal or state).

“Intellectual Property” means a Party’s proprietary material, technology, or processes, (excluding the SaaS Products and Documentation) including services, software tools, proprietary framework and methodology, hardware designs, algorithms, objects and documentation (both printed and electronic), network designs, know-how, trade secrets and any related intellectual property rights throughout the world (whether owned or licensed by a third party) and any derivatives, improvements, enhancements or extensions of such Intellectual Property conceived, reduced to practice, or developed.

“Notice” means any notice or other communication required or permitted under this Agreement.

“Order” means Arx’s quote accepted by Customer via Customer’s purchase order or other ordering document submitted to Arx to order Arx’s SaaS Products, which references the SaaS Products, pricing, payment terms, quantities and other applicable terms set forth in an applicable Arx quote or ordering document.

“Prohibited Persons” means anyone on the U.S. Commerce Department’s Denied Persons, Entity, or Unverified Lists or the U.S. Treasury Department’s list of Specially Designated Nationals and Consolidated Sanctions list.

“SaaS Products” means the software-as-a-service products specified in the Order as further described in the Documentation (including any updates and upgrades to the SaaS Products provided by Arx in its sole discretion).

“Subscription Term” means the period of time during which Customer is subscribed to the SaaS Products, as specified in an Order and which shall begin upon delivery of the SaaS Products.

“Suggestions” means, any ideas or suggestions for improvements, new features, functionalities, corrections, enhancements or changes to the SaaS Products suggested by Customer to Arx, which constitute Intellectual Property rights under applicable law.

“Usage Data” means data generated in connection with Customer’s access, use and configuration of the SaaS Products and data derived from it (e.g., types of applications or accounts utilized or interacting with the SaaS Products).

7. Miscellaneous

Any words following the terms including or include shall be regarded as examples only and not construed as an exhaustive list.

Should Customer have any questions concerning this Agreement, or if Customer desires to contact Arx for any reason, please e-mail us at: contact@arx.city.

© 2024 Arx City, Inc.

ARX CITY, INC. (“ARX”) IS WILLING TO GRANT ACCESS TO THE SAAS PRODUCTS TO YOU AS THE COMPANY OR THE LEGAL ENTITY THAT WILL BE UTILIZING THE SAAS PRODUCTS (REFERENCED BELOW AS “CUSTOMER”) ON THE CONDITION THAT YOU ACCEPT ALL OF THE TERMS OF THIS AGREEMENT (AS DEFINED BELOW). BY ENTERING INTO THIS AGREEMENT ON BEHALF OF AN ENTITY OR ORGANIZATION, YOU REPRESENT THAT YOU HAVE THE LEGAL AUTHORITY TO BIND THAT ENTITY OR ORGANIZATION TO THIS AGREEMENT. CUSTOMER AND ARX MAY EACH ALSO BE REFERRED TO AS A “PARTY” AND TOGETHER, THE “PARTIES”.

PLEASE READ THIS AGREEMENT CAREFULLY BEFORE USING THE SAAS PRODUCTS. THIS SAAS TERMS OF SERVICE (“AGREEMENT”) CONSTITUTES A LEGAL AND ENFORCEABLE CONTRACT BETWEEN CUSTOMER AND ARX. BY INDICATING CONSENT ELECTRONICALLY, OR ACCESSING OR OTHERWISE USING THE SAAS PRODUCTS, CUSTOMER AGREES TO THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF CUSTOMER DOES NOT AGREE TO THIS AGREEMENT, DO NOT INDICATE CONSENT ELECTRONICALLY AND MAKE NO FURTHER USE OF THE SAAS PRODUCTS.

1. Access and Use

1.1 Access and Use. Subject to payment of all applicable fees and the terms and conditions of this Agreement, Arx grants Customer, during the Subscription Term, a non-exclusive, non-sublicensable, non-transferable right to access and use (and permit Authorized Users to access and use) the SaaS Products and applicable Documentation solely for Customer’s and its Affiliates’ internal business purposes in accordance with the Documentation. Customer will operate the SaaS products in accordance with the Documentation and be responsible for the acts and omissions of its Authorized Users.

1.2 Restrictions. Customer shall not (directly or indirectly): (a) except to the limited extent applicable laws specifically prohibit such restriction, modify, reverse engineer, decompile, attempt to derive the source code or underlying ideas or algorithms for any part of the SaaS Products; (b) attempt to recreate the SaaS Products, or use the SaaS Products for any competitive purpose; (c) create, translate, or otherwise prepare derivative works based on the SaaS Products or any accompanying Documentation; (d) conduct automated queries (including screen and database scraping, crawlers, spiders, robots, scrapers, or any other automated activity in order to obtain information) on the SaaS Products; (e) interfere with or disrupt the integrity or performance of the SaaS Products; (f) attempt to gain unauthorized access to the SaaS Products or its related systems or networks, or perform unauthorized penetrating testing on the SaaS Products; or (g) use the SaaS Products to infringe on the Intellectual Property rights, publicity rights, or privacy rights of any third party, or to store or transfer defamatory, trade libelous or otherwise unlawful data.

1.3 Login Access. Customer is solely responsible for ensuring: (i) that only appropriate Authorized Users have access to the SaaS Products, (ii) that such Authorized Users have been trained in proper use of the SaaS Products, and (iii) proper usage of passwords and access procedures with respect to logging into the SaaS Products. Arx reserves the right to refuse registration of, or to cancel, login IDs that it reasonably believes to violate the terms and conditions set forth in this Agreement, in which case Arx will promptly inform Customer in writing of such refusal or cancellation. In addition to the rights set forth in this Agreement, Arx may suspend Customer’s access and use of the SaaS Products if there is an unusual and material spike or increase in Customer’s use of the SaaS Products and Arx reasonably suspects or knows that such traffic or use is fraudulent or materially and negatively impacting the operating capability of the SaaS Products. Arx will provide notice prior to such suspension if permitted by applicable law unless Arx reasonably believes that providing such notice poses a risk to the security of the SaaS Products. Arx will promptly reinstate Customer’s access and use once the issue has been resolved.

1.4 Trial Services. If Customer is using a free trial, a proof of concept version of the SaaS Products, a beta version of the SaaS Products, or using the SaaS Products on any other free-of-charge basis including any related support services to the extent provided by Arx in its sole discretion (collectively, “Trial Services”), Arx makes such Trial Services available to Customer until the earlier of: (i) the end of the free trial or proof of concept period or beta testing period as communicated by Arx; (ii) the start date of any purchased version of such SaaS Products; or (iii) written notice of termination from Arx (“Trial Services Period”). Arx grants Customer, during the Trial Services Period, a non-exclusive, non-transferable right to access and use the Trial Services for Customer’s internal evaluation purposes in accordance with any Documentation and subject to the access and use restrictions set forth in this Agreement. Customer is authorized to use Trial Services only for evaluation and not for any business or productive purposes, unless otherwise authorized by Arx in writing. There is no guarantee that features or functions of the Trial Services will be available, or if available will be the same, in the general release version of the SaaS Products, and Customer should review the SaaS Products features and functions before making a purchase. Arx will be under no obligation to provide Customer any maintenance or support services with respect to the Trial Services. Notwithstanding anything to the contrary, Arx provides the Trial Services “as is” and “as available” without any warranties or representations of any kind. To the extent permitted by law, Arx disclaims all implied warranties and representations, including, without limitation, any implied warranty of merchantability, fitness for a particular purpose and non-infringement. Customer assumes all risks and all costs associated with its use of the Trial Services. Customer’s sole and exclusive remedy in case of any dissatisfaction or Arx’s breach of the Agreement with respect to such Trial Services is termination of the Trial Services. Any obligations on behalf of Arx to indemnify, defend, or hold harmless under this Agreement are not applicable to Customers using Trial Services.

2. Privacy Policy

Arx’s Privacy Policy is incorporated into these Terms by reference herein.

3. Usage Data and Suggestions

Arx shall be permitted to collect and use the Usage Data for its reasonable business purposes and for Customer’s benefit. In the event Arx wishes to disclose the Usage Data or any part thereof to third parties (either during the Subscription Term or thereafter), such data shall be anonymized and presented in the aggregate so that it will not identify Customer or its Authorized Users. To the extent that Customer provides Arx with Suggestions, such Suggestions shall be free from any confidentiality restrictions that might otherwise be imposed upon Arx pursuant to this Agreement, and may be implemented by Arx in its sole discretion. Customer acknowledges that any Arx products or materials incorporating any such Suggestions shall be the sole and exclusive property of Arx. The foregoing shall not limit in any way Arx’s confidentiality obligations pursuant to Section 5 below.

4. Disclaimer

NOTWITHSTANDING ANYTHING TO THE CONTRARY, ARX PROVIDES THE SAAS PRODUCTS “AS IS” AND “AS AVAILABLE” WITHOUT ANY WARRANTIES OR REPRESENTATIONS OF ANY KIND. TO THE EXTENT PERMITTED BY LAW, ARX DISCLAIMS ALL WARRANTIES AND REPRESENTATIONS, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. ARX DISCLAIMS ANY WARRANTY THAT THE SAAS PRODUCTS WILL BE FREE FROM ERROR, THAT THE DATA AND PROJECTIONS CONTAINED THEREIN WILL BE ACCURATE, THAT ERRORS WILL BE CORRECTED, OR THAT ACCESS TO THE SAAS PRODUCTS WILL BE UNINTERRUPTED. CUSTOMER ASSUMES ALL RISKS AND ALL COSTS ASSOCIATED WITH ITS USE OF THE SAAS PRODUCTS.

5. Restricted Rights and Export Control

5.1 Export Control. The exportation of the SaaS Products and Documentation, and all related technology and information thereof are subject to U.S. laws and regulations pertaining to export controls and trade and economic sanctions, including the U.S. Export Administration Act, Export Administration Regulations, the Export Control Reform Act, and the Office of Foreign Assets Control’s sanctions programs, and the laws of any country or organization of nations within whose jurisdiction Customer (or its Authorized Users who may use or otherwise receive the SaaS Products as expressly authorized by this Agreement) operates or does business, as amended, and the rules and regulations promulgated from time to time thereunder. Specifically, Customer hereby undertakes not to export, re-export, access or grant access to the SaaS Products and all related technology, information, materials and any upgrades thereto to: (a) any Prohibited Persons; (b) any country to which such export, re-export or access from is restricted or prohibited per the foregoing applicable laws; or (c) otherwise in violation of any applicable export or import restrictions, laws or regulations. Customer also certifies that it is not a Prohibited Person nor owned, controlled by, or acting on behalf of a Prohibited Person.

5.2 Commercial Computer Software. If Customer is an agency or contractor of the United States Government, Customer acknowledges and agrees that: (i) the SaaS Products (including any software forming a part thereof) were developed entirely at private expense; (ii) the SaaS Products (including any software forming a part thereof) in all respects constitute proprietary data belonging solely to Arx; (iii) the SaaS Products (including any software forming a part thereof) are not in the public domain; and (iv) the software forming a part of the SaaS Products is “Commercial Computer Software” as defined in sub-paragraph (a)(1) of DFAR section 252.227-7014 or FAR Part 12.212. Customer shall provide no rights in the Software (including any software forming a part thereof) to any U.S. Government agency or any other party except as expressly provided in this Agreement.

6. General

6.1 Force Majeure. With the exception of Customer’s payment obligations in the Subscription Agreement, neither Party will be liable to the other Party for any delay or failure to perform which is due to fire, pandemic, virus, epidemic, travel advisories as to health, security and/or terrorism, flood, lockout, transportation delay, war, acts of God, governmental rule or order, strikes or other labor difficulties, or other causes beyond its reasonable control. However, in such event, both Parties will resume performance promptly after the cause of such delay or failure has been removed.

6.2 Applicable Law and Jurisdiction. These Terms of Service shall be interpreted and construed in accordance with the laws of the State of Florida. Any and all claims, controversies and causes of action arising out of or relating to these Terms of Service, whether sounding in contract, tort or statute, shall be governed by the laws of the State of Florida, including its statutes of limitations, without giving effect to any conflict-of-laws rule that would result in the application of the laws of a different jurisdiction. Any action arising out of this agreement shall be brought exclusively in a court of competent jurisdiction located in Miami-Dade County, Florida. To the extent not prohibited by applicable law, each of the Parties hereby irrevocably waives any and all right to trial by jury in any legal proceeding arising out of or related to this Agreement.

6.3 Entire Agreement; Amendments; Severability; Counterparts. These Terms of Service together with the Subscription Agreement, and the Privacy Policy, (“Agreements”) constitute the entire agreement and understanding of the parties, and supersedes any and all previous agreements and understandings, whether oral or written, between the parties with respect to the matters set forth in the Agreements. No provision of the Agreements may be amended, modified or waived, except in a writing signed by the parties. The invalidity or unenforceability of any provision of the Agreements shall not affect the validity or enforceability of any other provision, and if any restriction in the Agreements is found by a court to be unreasonable or unenforceable, then such court may amend or modify the restriction so it can be enforced to the fullest extent permitted by law. The section headings in the Agreements have been inserted as a matter of convenience of reference and are not a part of the Agreements. The Agreements may be executed by electronic signature in any number of counterparts, each of which together shall constitute one and the same instrument.

6.4 Definitions. The following definitions apply in this agreement.

“Affiliate” means a company controlling, controlled by, or under common control with a Party (an entity will be deemed to have control if it owns over 50% of another entity).

“Agreement” means these Terms of Service.

“Agreements” means these Terms of Service, together with any Subscription Agreement, and the Privacy Policy.

“Authorized Users” means employees, agents, consultants, contractors, or vendors authorized by Customer to use the SaaS Products solely for the internal use of Customer and its Affiliates, subject to the terms and conditions of this Agreement.

“Confidential Information” means all information provided by the Disclosing Party to the Recipient Party concerning the Disclosing Party or its Affiliates’ business, products or services that is not generally known to the public, including information relating to customers, vendors, trade secrets, prices, products, services, computer programs and other intellectual property and any other information which a Party should reasonably understand to be considered Confidential Information whether or not such information is marked “Confidential” or contains such similar legend by the Disclosing Party at the time of disclosure.

“Customer” means the company of the legal entity that will be utilizing the SaaS Products.

“Documentation” means the user guides, access documents, security fundamentals documentation, and specifications for the SaaS Products that may be made available from time to time by Arx in electronic or tangible form, but excluding any sales or marketing materials.

“Indirect Taxes” means excise, sales, use, gross-turnover, value added, goods and services tax or other similar types of indirect taxes, duties, customs or tariffs (however designated, levied or based and whether foreign or domestic, federal or state).

“Intellectual Property” means a Party’s proprietary material, technology, or processes, (excluding the SaaS Products and Documentation) including services, software tools, proprietary framework and methodology, hardware designs, algorithms, objects and documentation (both printed and electronic), network designs, know-how, trade secrets and any related intellectual property rights throughout the world (whether owned or licensed by a third party) and any derivatives, improvements, enhancements or extensions of such Intellectual Property conceived, reduced to practice, or developed.

“Notice” means any notice or other communication required or permitted under this Agreement.

“Order” means Arx’s quote accepted by Customer via Customer’s purchase order or other ordering document submitted to Arx to order Arx’s SaaS Products, which references the SaaS Products, pricing, payment terms, quantities and other applicable terms set forth in an applicable Arx quote or ordering document.

“Prohibited Persons” means anyone on the U.S. Commerce Department’s Denied Persons, Entity, or Unverified Lists or the U.S. Treasury Department’s list of Specially Designated Nationals and Consolidated Sanctions list.

“SaaS Products” means the software-as-a-service products specified in the Order as further described in the Documentation (including any updates and upgrades to the SaaS Products provided by Arx in its sole discretion).

“Subscription Term” means the period of time during which Customer is subscribed to the SaaS Products, as specified in an Order and which shall begin upon delivery of the SaaS Products.

“Suggestions” means, any ideas or suggestions for improvements, new features, functionalities, corrections, enhancements or changes to the SaaS Products suggested by Customer to Arx, which constitute Intellectual Property rights under applicable law.

“Usage Data” means data generated in connection with Customer’s access, use and configuration of the SaaS Products and data derived from it (e.g., types of applications or accounts utilized or interacting with the SaaS Products).

7. Miscellaneous

Any words following the terms including or include shall be regarded as examples only and not construed as an exhaustive list.

Should Customer have any questions concerning this Agreement, or if Customer desires to contact Arx for any reason, please e-mail us at: contact@arx.city.

© 2023 Arx City, Inc.

ARX CITY, INC. (“ARX”) IS WILLING TO GRANT ACCESS TO THE SAAS PRODUCTS TO YOU AS THE COMPANY OR THE LEGAL ENTITY THAT WILL BE UTILIZING THE SAAS PRODUCTS (REFERENCED BELOW AS “CUSTOMER”) ON THE CONDITION THAT YOU ACCEPT ALL OF THE TERMS OF THIS AGREEMENT (AS DEFINED BELOW). BY ENTERING INTO THIS AGREEMENT ON BEHALF OF AN ENTITY OR ORGANIZATION, YOU REPRESENT THAT YOU HAVE THE LEGAL AUTHORITY TO BIND THAT ENTITY OR ORGANIZATION TO THIS AGREEMENT. CUSTOMER AND ARX MAY EACH ALSO BE REFERRED TO AS A “PARTY” AND TOGETHER, THE “PARTIES”.

PLEASE READ THIS AGREEMENT CAREFULLY BEFORE USING THE SAAS PRODUCTS. THIS SAAS TERMS OF SERVICE (“AGREEMENT”) CONSTITUTES A LEGAL AND ENFORCEABLE CONTRACT BETWEEN CUSTOMER AND ARX. BY INDICATING CONSENT ELECTRONICALLY, OR ACCESSING OR OTHERWISE USING THE SAAS PRODUCTS, CUSTOMER AGREES TO THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF CUSTOMER DOES NOT AGREE TO THIS AGREEMENT, DO NOT INDICATE CONSENT ELECTRONICALLY AND MAKE NO FURTHER USE OF THE SAAS PRODUCTS.

1. Access and Use

1.1 Access and Use. Subject to payment of all applicable fees set forth in Schedule A of the Subscription Agreement and the terms and conditions of this Agreement, Arx grants Customer, during the Subscription Term, a non-exclusive, non-sublicensable, non-transferable right to access and use (and permit Authorized Users to access and use) the SaaS Products and applicable Documentation solely for Customer’s and its Affiliates’ internal business purposes in accordance with the Documentation. Customer will operate the SaaS products in accordance with the Documentation and be responsible for the acts and omissions of its Authorized Users.

1.2 Restrictions. Customer shall not (directly or indirectly): (a) except to the limited extent applicable laws specifically prohibit such restriction, modify, reverse engineer, decompile, attempt to derive the source code or underlying ideas or algorithms for any part of the SaaS Products; (b) attempt to recreate the SaaS Products, or use the SaaS Products for any competitive purpose; (c) create, translate, or otherwise prepare derivative works based on the SaaS Products or any accompanying Documentation; (d) conduct automated queries (including screen and database scraping, crawlers, spiders, robots, scrapers, or any other automated activity in order to obtain information) on the SaaS Products; (e) interfere with or disrupt the integrity or performance of the SaaS Products; (f) attempt to gain unauthorized access to the SaaS Products or its related systems or networks, or perform unauthorized penetrating testing on the SaaS Products; or (g) use the SaaS Products to infringe on the Intellectual Property rights, publicity rights, or privacy rights of any third party, or to store or transfer defamatory, trade libelous or otherwise unlawful data.

1.3 Login Access. Customer is solely responsible for ensuring: (i) that only appropriate Authorized Users have access to the SaaS Products, (ii) that such Authorized Users have been trained in proper use of the SaaS Products, and (iii) proper usage of passwords and access procedures with respect to logging into the SaaS Products. Arx reserves the right to refuse registration of, or to cancel, login IDs that it reasonably believes to violate the terms and conditions set forth in this Agreement, in which case Arx will promptly inform Customer in writing of such refusal or cancellation. In addition to the rights set forth in this Agreement, Arx may suspend Customer’s access and use of the SaaS Products if there is an unusual and material spike or increase in Customer’s use of the SaaS Products and Arx reasonably suspects or knows that such traffic or use is fraudulent or materially and negatively impacting the operating capability of the SaaS Products. Arx will provide notice prior to such suspension if permitted by applicable law unless Arx reasonably believes that providing such notice poses a risk to the security of the SaaS Products. Arx will promptly reinstate Customer’s access and use once the issue has been resolved.

1.4 Trial Services. If Customer is using a free trial, a proof of concept version of the SaaS Products, a beta version of the SaaS Products, or using the SaaS Products on any other free-of-charge basis including any related support services to the extent provided by Arx in its sole discretion (collectively, “Trial Services”), Arx makes such Trial Services available to Customer until the earlier of: (i) the end of the free trial or proof of concept period or beta testing period as communicated by Arx; (ii) the start date of any purchased version of such SaaS Products; or (iii) written notice of termination from Arx (“Trial Services Period”). Arx grants Customer, during the Trial Services Period, a non-exclusive, non-transferable right to access and use the Trial Services for Customer’s internal evaluation purposes in accordance with any Documentation and subject to the access and use restrictions set forth in this Agreement. Customer is authorized to use Trial Services only for evaluation and not for any business or productive purposes, unless otherwise authorized by Arx in writing. There is no guarantee that features or functions of the Trial Services will be available, or if available will be the same, in the general release version of the SaaS Products, and Customer should review the SaaS Products features and functions before making a purchase. Arx will be under no obligation to provide Customer any maintenance or support services with respect to the Trial Services. Notwithstanding anything to the contrary, Arx provides the Trial Services “as is” and “as available” without any warranties or representations of any kind. To the extent permitted by law, Arx disclaims all implied warranties and representations, including, without limitation, any implied warranty of merchantability, fitness for a particular purpose and non-infringement. Customer assumes all risks and all costs associated with its use of the Trial Services. Customer’s sole and exclusive remedy in case of any dissatisfaction or Arx’s breach of the Agreement with respect to such Trial Services is termination of the Trial Services. Any obligations on behalf of Arx to indemnify, defend, or hold harmless under this Agreement are not applicable to Customers using Trial Services.

2. Privacy Policy

Arx’s Privacy Policy is incorporated into these Terms by reference herein.

3. Usage Data and Suggestions

Arx shall be permitted to collect and use the Usage Data for its reasonable business purposes and for Customer’s benefit. In the event Arx wishes to disclose the Usage Data or any part thereof to third parties (either during the Subscription Term or thereafter), such data shall be anonymized and presented in the aggregate so that it will not identify Customer or its Authorized Users. To the extent that Customer provides Arx with Suggestions, such Suggestions shall be free from any confidentiality restrictions that might otherwise be imposed upon Arx pursuant to this Agreement, and may be implemented by Arx in its sole discretion. Customer acknowledges that any Arx products or materials incorporating any such Suggestions shall be the sole and exclusive property of Arx. The foregoing shall not limit in any way Arx’s confidentiality obligations pursuant to Section 5 below.

4. Disclaimer

NOTWITHSTANDING ANYTHING TO THE CONTRARY, ARX PROVIDES THE SAAS PRODUCTS “AS IS” AND “AS AVAILABLE” WITHOUT ANY WARRANTIES OR REPRESENTATIONS OF ANY KIND. TO THE EXTENT PERMITTED BY LAW, ARX DISCLAIMS ALL WARRANTIES AND REPRESENTATIONS, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. ARX DISCLAIMS ANY WARRANTY THAT THE SAAS PRODUCTS WILL BE FREE FROM ERROR, THAT THE DATA AND PROJECTIONS CONTAINED THEREIN WILL BE ACCURATE, THAT ERRORS WILL BE CORRECTED, OR THAT ACCESS TO THE SAAS PRODUCTS WILL BE UNINTERRUPTED. CUSTOMER ASSUMES ALL RISKS AND ALL COSTS ASSOCIATED WITH ITS USE OF THE SAAS PRODUCTS.

5. Restricted Rights and Export Control

5.1 Export Control. The exportation of the SaaS Products and Documentation, and all related technology and information thereof are subject to U.S. laws and regulations pertaining to export controls and trade and economic sanctions, including the U.S. Export Administration Act, Export Administration Regulations, the Export Control Reform Act, and the Office of Foreign Assets Control’s sanctions programs, and the laws of any country or organization of nations within whose jurisdiction Customer (or its Authorized Users who may use or otherwise receive the SaaS Products as expressly authorized by this Agreement) operates or does business, as amended, and the rules and regulations promulgated from time to time thereunder. Specifically, Customer hereby undertakes not to export, re-export, access or grant access to the SaaS Products and all related technology, information, materials and any upgrades thereto to: (a) any Prohibited Persons; (b) any country to which such export, re-export or access from is restricted or prohibited per the foregoing applicable laws; or (c) otherwise in violation of any applicable export or import restrictions, laws or regulations. Customer also certifies that it is not a Prohibited Person nor owned, controlled by, or acting on behalf of a Prohibited Person.

5.2 Commercial Computer Software. If Customer is an agency or contractor of the United States Government, Customer acknowledges and agrees that: (i) the SaaS Products (including any software forming a part thereof) were developed entirely at private expense; (ii) the SaaS Products (including any software forming a part thereof) in all respects constitute proprietary data belonging solely to Arx; (iii) the SaaS Products (including any software forming a part thereof) are not in the public domain; and (iv) the software forming a part of the SaaS Products is “Commercial Computer Software” as defined in sub-paragraph (a)(1) of DFAR section 252.227-7014 or FAR Part 12.212. Customer shall provide no rights in the Software (including any software forming a part thereof) to any U.S. Government agency or any other party except as expressly provided in this Agreement.

6. General

6.1 Force Majeure. With the exception of Customer’s payment obligations in the Subscription Agreement, neither Party will be liable to the other Party for any delay or failure to perform which is due to fire, pandemic, virus, epidemic, travel advisories as to health, security and/or terrorism, flood, lockout, transportation delay, war, acts of God, governmental rule or order, strikes or other labor difficulties, or other causes beyond its reasonable control. However, in such event, both Parties will resume performance promptly after the cause of such delay or failure has been removed.

6.2 Applicable Law and Jurisdiction. These Terms of Service shall be interpreted and construed in accordance with the laws of the State of Washington. Any and all claims, controversies and causes of action arising out of or relating to these Terms of Service, whether sounding in contract, tort or statute, shall be governed by the laws of the State of Washington, including its statutes of limitations, without giving effect to any conflict-of-laws rule that would result in the application of the laws of a different jurisdiction. Any action arising out of this agreement shall be brought exclusively in a court of competent jurisdiction located in King County, Washington. To the extent not prohibited by applicable law, each of the Parties hereby irrevocably waives any and all right to trial by jury in any legal proceeding arising out of or related to this Agreement.

6.3 Entire Agreement; Amendments; Severability; Counterparts. These Terms of Service together with the Subscription Agreement, and the Privacy Policy, (“Agreements”) constitute the entire agreement and understanding of the parties, and supersedes any and all previous agreements and understandings, whether oral or written, between the parties with respect to the matters set forth in the Agreements. No provision of the Agreements may be amended, modified or waived, except in a writing signed by the parties. The invalidity or unenforceability of any provision of the Agreements shall not affect the validity or enforceability of any other provision, and if any restriction in the Agreements is found by a court to be unreasonable or unenforceable, then such court may amend or modify the restriction so it can be enforced to the fullest extent permitted by law. The section headings in the Agreements have been inserted as a matter of convenience of reference and are not a part of the Agreements. The Agreements may be executed by electronic signature in any number of counterparts, each of which together shall constitute one and the same instrument.

6.4 Definitions. The following definitions apply in this agreement.

“Affiliate” means a company controlling, controlled by, or under common control with a Party (an entity will be deemed to have control if it owns over 50% of another entity).

“Agreement” means these Terms of Service.

“Agreements” means these Terms of Service, together with any Subscription Agreement, and the Privacy Policy.

“Authorized Users” means employees, agents, consultants, contractors, or vendors authorized by Customer to use the SaaS Products solely for the internal use of Customer and its Affiliates, subject to the terms and conditions of this Agreement.

“Confidential Information” means all information provided by the Disclosing Party to the Recipient Party concerning the Disclosing Party or its Affiliates’ business, products or services that is not generally known to the public, including information relating to customers, vendors, trade secrets, prices, products, services, computer programs and other intellectual property and any other information which a Party should reasonably understand to be considered Confidential Information whether or not such information is marked “Confidential” or contains such similar legend by the Disclosing Party at the time of disclosure.

“Customer” means the company of the legal entity that will be utilizing the SaaS Products.

“Documentation” means the user guides, access documents, security fundamentals documentation, and specifications for the SaaS Products that may be made available from time to time by Arx in electronic or tangible form, but excluding any sales or marketing materials.

“Indirect Taxes” means excise, sales, use, gross-turnover, value added, goods and services tax or other similar types of indirect taxes, duties, customs or tariffs (however designated, levied or based and whether foreign or domestic, federal or state).

“Intellectual Property” means a Party’s proprietary material, technology, or processes, (excluding the SaaS Products and Documentation) including services, software tools, proprietary framework and methodology, hardware designs, algorithms, objects and documentation (both printed and electronic), network designs, know-how, trade secrets and any related intellectual property rights throughout the world (whether owned or licensed by a third party) and any derivatives, improvements, enhancements or extensions of such Intellectual Property conceived, reduced to practice, or developed.

“Notice” means any notice or other communication required or permitted under this Agreement.

“Order” means Arx’s quote accepted by Customer via Customer’s purchase order or other ordering document submitted to Arx to order Arx’s SaaS Products, which references the SaaS Products, pricing, payment terms, quantities and other applicable terms set forth in an applicable Arx quote or ordering document.

“Prohibited Persons” means anyone on the U.S. Commerce Department’s Denied Persons, Entity, or Unverified Lists or the U.S. Treasury Department’s list of Specially Designated Nationals and Consolidated Sanctions list.

“SaaS Products” means the software-as-a-service products specified in the Order as further described in the Documentation (including any updates and upgrades to the SaaS Products provided by Arx in its sole discretion).

“Subscription Term” means the period of time during which Customer is subscribed to the SaaS Products, as specified in an Order and which shall begin upon delivery of the SaaS Products.

“Suggestions” means, any ideas or suggestions for improvements, new features, functionalities, corrections, enhancements or changes to the SaaS Products suggested by Customer to Arx, which constitute Intellectual Property rights under applicable law.

“Usage Data” means data generated in connection with Customer’s access, use and configuration of the SaaS Products and data derived from it (e.g., types of applications or accounts utilized or interacting with the SaaS Products).

7. Miscellaneous

Any words following the terms including or include shall be regarded as examples only and not construed as an exhaustive list.

Should Customer have any questions concerning this Agreement, or if Customer desires to contact Arx for any reason, please e-mail us at: contact@arx.city.

© 2022 Arx City, Inc.

1. Terms of Service

Arx’s Terms of Service is incorporated into this Subscription Agreement by reference herein.

2. Payment and Taxes

2.1 Payment. Customer shall pay all invoices within thirty (30) days of date of invoice, without any deduction or set-off (except for any amount disputed promptly and in writing by Customer in good faith), and payment will be sent to the address specified by Arx. Any amounts arising in relation to this Agreement not paid when due will be subject to a late charge of one and one-half percent (1 ½ %) per month on the unpaid balance or the maximum rate allowed by law, whichever is less. Without prejudice to Customer’s rights set out elsewhere in this Agreement, all SaaS Products fees are non-refundable and payable in advance. Arx may invoice for purchases of SaaS Products upon delivery.

2.2 Taxes. The fees and charges covered by this Agreement are exclusive of any Indirect Taxes imposed or levied, currently or in the future based on applicable legislation, on the SaaS Products. Unless otherwise agreed between the Parties, Customer will be liable for compliance with reporting and payment of such Indirect Taxes in its tax jurisdiction. Arx shall include the Indirect Taxes on its invoice to Customer and remit such Indirect Taxes collected to the relevant authority if required by applicable law. For the avoidance of doubt, Arx will be responsible for direct taxes imposed on Arx’s net income or gross receipts in its tax jurisdiction.

3. Intellectual Property

Except for the rights granted in this Agreement, all rights, title, and interest in and to the SaaS Products, Documentation, and Arx Intellectual Property are hereby reserved by Arx, its Affiliates or licensors. Except as provided for herein, all rights, title, and interest in and to Customer Intellectual Property are hereby reserved by Customer, its Affiliates or licensors. Nothing in this Agreement shall (a) transfer ownership of any Intellectual Property rights from one Party to the other, or (b) provide either Party a right to use the other Party’s trade names, logos, or trademarks.

4. Confidentiality

4.1 Confidential Information. The Parties acknowledge that either Party (“Disclosing Party”) may disclose certain valuable confidential and proprietary information to the other (“Recipient”). “Confidential Information” means all information provided by the Disclosing Party to the Recipient Party concerning the Disclosing Party or its Affiliates’ business, products or services that is not generally known to the public, including information relating to customers, vendors, trade secrets, prices, products, services, computer programs and other intellectual property and any other information which a Party should reasonably understand to be considered Confidential Information whether or not such information is marked “Confidential” or contains such similar legend by the Disclosing Party at the time of disclosure.

4.2 Exceptions. Confidential Information does not include any information that: (a) is or becomes generally available to the public other than as a result of Recipient’s or its Representatives’ breach of this Agreement; (b) is obtained by Recipient or its Representatives on a non-confidential basis from a third-party that was not legally or contractually restricted from disclosing such information; (c) Recipient establishes by documentary evidence, was in Recipient’s or its Representatives’ possession prior to Disclosing Party’s disclosure hereunder; or (d) Recipient establishes by documentary evidence, was or is independently developed by Recipient or its Representatives without using any Confidential Information.

4.3 Uses. The Recipient may only use the disclosing Party’s Confidential Information to fulfill the purposes of these Terms. The Recipient will protect the Disclosing Party’s Confidential Information by using at least the same degree of care as the Recipient uses to protect its own Confidential Information of a like nature (but no less than a reasonable degree of care) to prevent the unauthorized use, dissemination, disclosure or publication of such Confidential Information. Notwithstanding the foregoing, the Recipient may disclose Confidential Information to its (and its Affiliates) employees, advisors, consultants, and agents on a need-to-know basis and provided that such party is bound by obligations of confidentiality substantially similar to those contained herein.

4.4 Advertising. Subject to the terms and conditions of this Agreement, Customer hereby grants to Arx a non-exclusive, royalty-free, non-transferable license to use Licensee’s trademarks, logos, service marks, and trade names in Arx’s advertising, marketing, promotional materials, and case studies, including identification on Arx’s website and press releases.

5. Indemnification

5.1 Infringement Indemnity. Arx shall defend and indemnify Customer and/or its Affiliates and their officers, directors and employees against all third-party claims, suits and proceedings resulting from the violation, misappropriation, or infringement of such third party’s patent, copyright, trademark or trade secret caused by Customer’s use of the SaaS Products in accordance with this Agreement and the Documentation, and all directly related losses, liabilities, damages, costs and expenses (including reasonable attorneys’ fees).

5.2 Customer Indemnity. Customer shall defend and indemnify Arx and/or its Affiliates and their officers, directors and employees against all third-party claims, suits and proceedings (including those brought by a government entity) resulting from any breach of this agreement by Customer, and all directly related losses, liabilities, damages, costs and expenses (including reasonable attorneys’ fees).

5.3 Process. Each Party’s defense and indemnification obligations herein will become effective upon, and are subject to: (a) the indemnified Party’s prompt notification to the indemnifying Party of any claims in writing; and (b) the indemnified Party providing the indemnifying Party with full and complete control, authority and information for the defense of the claim, provided that the indemnifying Party will have no authority to enter into any settlement or admission of the indemnified Party’s wrongdoing on behalf of the indemnified Party without the indemnified Party’s prior written consent (not to be unreasonably withheld). At the indemnifying Party’s request, the indemnified Party shall reasonably cooperate with the indemnifying Party in defending or settling any claim.

5.4 Exclusion. The above Arx obligations to defend and indemnify will not apply in the event that a claim arises from or relates to: (a) use of the SaaS Products not in accordance with applicable Documentation and this Agreement; (b) Customer’s use of the SaaS Products in violation of applicable laws; (c) any modification, alteration or conversion of the SaaS Products not created or approved in writing by Arx; (d) any combination or use of the SaaS Products with any computer, hardware, software, data or service not required by the Documentation; (e) Arx’s compliance with specifications, requirements or requests of Customer; or (f) Customer’s gross negligence or willful misconduct.

5.5 Remedies. If the SaaS Products becomes, or Arx reasonably determines that the SaaS Products is likely to become, subject to a claim of infringement for which Arx must indemnify Customer as described above, Arx may at its option and expense: (a) procure for Customer the right to continue to access and use the SaaS Products, (b) replace or modify the SaaS Products so that it becomes non-infringing without causing a material adverse effect on the functionality provided by the infringing SaaS Products, or (c) if neither of the foregoing options are available in a timely manner on commercially reasonable terms, terminate the affected Order and provide Customer with a pro-rata refund of any unused pre-paid fees paid for the period following termination as calculated on a monthly basis for the affected SaaS Product. This section states the sole liability of Arx and the exclusive remedy of Customer with respect to any indemnification claims arising out of or related to this Agreement.

6. Limitation of Liability

6.1 Maximum Liability. EXCEPT FOR LIABILITY CAUSED BY ARX’S INTELLECTUAL PROPERTY INFRINGEMENT INDEMNIFICATION OBLIGATIONS IN SECTION 5.1, CUSTOMER’S INDEMNIFICATION OBLIGATIONS IN SECTION 5.2, AND CUSTOMER’S PAYMENT OBLIGATIONS HEREIN, THE TOTAL LIABILITY OF EITHER PARTY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNT PAID OR PAYABLE TO ARX UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTH PERIOD PRECEDING THE DATE OF INITIAL CLAIM.

6.2 No Consequential Damages. IN NO EVENT SHALL EITHER PARTY OR THEIR AFFILIATES, OFFICERS, DIRECTORS, AGENTS, AND EMPLOYEES, BE LIABLE FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL AND/OR INCIDENTAL LOSS, EXEMPLARY OR OTHER DAMAGES RELATED TO THESE TERMS AND/OR WHETHER DIRECT OR INDIRECT: (I) LOSS OF DATA; (II) LOSS OF INCOME, (III) LOSS OF OPPORTUNITY; (IV) LOST PROFITS; AND (V) COSTS OF RECOVERY OR ANY OTHER DAMAGES, HOWEVER CAUSED, AND BASED ON ANY THEORY OF LIABILITY, AND WHETHER OR NOT FOR BREACH OF CONTRACT, TORT, NEGLIGENCE, VIOLATION OF STATUTE, OR OTHERWISE, AND WHETHER OR NOT EITHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

7. Assignment

Neither Party may assign any of its rights or obligations under this Agreement without the other Party’s prior written consent, which will not be unreasonably withheld. Notwithstanding the foregoing, either Party may assign any and all of its rights and obligations under this Agreement to a successor in interest in the event of a merger or acquisition or to an Affiliate, upon written notice to the other Party.

8. Term and Termination

8.1 Term. This Agreement shall remain in force during the applicable Subscription Term of the SaaS Products unless or until terminated by either Party pursuant to this section.

8.2 Termination. Either Party may terminate this Agreement immediately upon notice to the other Party if the other Party: (i) materially breaches this Agreement and fails to remedy such breach within thirty (30) days after receiving written notice of the breach from the other Party; or (ii) commences bankruptcy or dissolution proceedings, has a receiver appointed for a substantial part of its assets or ceases to operate in the ordinary course of business. In addition, a Party may terminate this Agreement, in whole or in part, or cease provision of the SaaS Products if required to comply with applicable law or regulation, and such termination will not constitute a breach of this Agreement by the terminating Party. Arx reserves the right to suspend Customer’s access to the applicable SaaS Products upon 30 days’ written notice to Customer if: (i) an invoice is more than sixty (60) days past due; or (ii) if there is an uncured material breach of this Agreement. Arx will promptly reinstate Customer’s access and use of the SaaS Products once the issue has been resolved. Any accrued rights and obligations will survive termination.

8.3 Effects of Termination / Expiration. Upon termination or expiration of an applicable Subscription Term: (i) Customer will have no further right to access or use the SaaS Products; and (ii) each Party shall within thirty (30) days after written request return or destroy any tangible Confidential Information of the other Party within its possession or control that is not contained on the SaaS Products. Following termination of the SaaS Products, Arx may immediately deactivate Customer’s account. Any accrued rights and obligations will survive termination.

9. Independent Contractors

Nothing in this Agreement will be construed to imply a joint venture, partnership or principal-agent relationship between Arx and Customer, and neither Party will have the right, power or authority to obligate or bind the other in any manner whatsoever.

10. Notices

All Notices will be in writing and will be deemed to have been duly given: (a) when delivered by hand; (b) three (3) days after being sent by registered or certified mail, return receipt requested and postage prepaid; (c) one (1) day after deposit with a nationally recognized overnight delivery or express courier service. Notices for Arx should be sent to the following address: 1765 Biarritz Dr Miami Beach, FL 33141, Attention: Hernan Garcia.

© 2023 Arx City, Inc.

1. Terms of Service

Arx’s Terms of Service is incorporated into this Subscription Agreement by reference herein.

2. Payment and Taxes

2.1 Payment. Customer shall pay all invoices within thirty (30) days of date of invoice, without any deduction or set-off (except for any amount disputed promptly and in writing by Customer in good faith), and payment will be sent to the address specified by Arx. Any amounts arising in relation to this Agreement not paid when due will be subject to a late charge of one and one-half percent (1 ½ %) per month on the unpaid balance or the maximum rate allowed by law, whichever is less. Without prejudice to Customer’s rights set out elsewhere in this Agreement, all SaaS Products fees are non-refundable and payable in advance. Arx may invoice for purchases of SaaS Products upon delivery.

2.2 Taxes. The fees and charges covered by this Agreement are exclusive of any Indirect Taxes imposed or levied, currently or in the future based on applicable legislation, on the SaaS Products. Unless otherwise agreed between the Parties, Customer will be liable for compliance with reporting and payment of such Indirect Taxes in its tax jurisdiction. Arx shall include the Indirect Taxes on its invoice to Customer and remit such Indirect Taxes collected to the relevant authority if required by applicable law. For the avoidance of doubt, Arx will be responsible for direct taxes imposed on Arx’s net income or gross receipts in its tax jurisdiction.

3. Intellectual Property

Except for the rights granted in this Agreement, all rights, title, and interest in and to the SaaS Products, Documentation, and Arx Intellectual Property are hereby reserved by Arx, its Affiliates or licensors. Except as provided for herein, all rights, title, and interest in and to Customer Intellectual Property are hereby reserved by Customer, its Affiliates or licensors. Nothing in this Agreement shall (a) transfer ownership of any Intellectual Property rights from one Party to the other, or (b) provide either Party a right to use the other Party’s trade names, logos, or trademarks.

4. Confidentiality

4.1 Confidential Information. The Parties acknowledge that either Party (“Disclosing Party”) may disclose certain valuable confidential and proprietary information to the other (“Recipient”). “Confidential Information” means all information provided by the Disclosing Party to the Recipient Party concerning the Disclosing Party or its Affiliates’ business, products or services that is not generally known to the public, including information relating to customers, vendors, trade secrets, prices, products, services, computer programs and other intellectual property and any other information which a Party should reasonably understand to be considered Confidential Information whether or not such information is marked “Confidential” or contains such similar legend by the Disclosing Party at the time of disclosure.

4.2 Exceptions. Confidential Information does not include any information that: (a) is or becomes generally available to the public other than as a result of Recipient’s or its Representatives’ breach of this Agreement; (b) is obtained by Recipient or its Representatives on a non-confidential basis from a third-party that was not legally or contractually restricted from disclosing such information; (c) Recipient establishes by documentary evidence, was in Recipient’s or its Representatives’ possession prior to Disclosing Party’s disclosure hereunder; or (d) Recipient establishes by documentary evidence, was or is independently developed by Recipient or its Representatives without using any Confidential Information.

4.3 Uses. The Recipient may only use the disclosing Party’s Confidential Information to fulfill the purposes of these Terms. The Recipient will protect the Disclosing Party’s Confidential Information by using at least the same degree of care as the Recipient uses to protect its own Confidential Information of a like nature (but no less than a reasonable degree of care) to prevent the unauthorized use, dissemination, disclosure or publication of such Confidential Information. Notwithstanding the foregoing, the Recipient may disclose Confidential Information to its (and its Affiliates) employees, advisors, consultants, and agents on a need-to-know basis and provided that such party is bound by obligations of confidentiality substantially similar to those contained herein.

4.4 Advertising. Neither Party shall make or permit to be made any public announcement concerning the relationship between the Parties without the prior written consent of the other Party.

5. Indemnification

5.1 Infringement Indemnity. Arx shall defend and indemnify Customer and/or its Affiliates and their officers, directors and employees against all third-party claims, suits and proceedings resulting from the violation, misappropriation, or infringement of such third party’s patent, copyright, trademark or trade secret caused by Customer’s use of the SaaS Products in accordance with this Agreement and the Documentation, and all directly related losses, liabilities, damages, costs and expenses (including reasonable attorneys’ fees).

5.2 Customer Indemnity. Customer shall defend and indemnify Arx and/or its Affiliates and their officers, directors and employees against all third-party claims, suits and proceedings (including those brought by a government entity) resulting from any breach of this agreement by Customer, and all directly related losses, liabilities, damages, costs and expenses (including reasonable attorneys’ fees).

5.3 Process. Each Party’s defense and indemnification obligations herein will become effective upon, and are subject to: (a) the indemnified Party’s prompt notification to the indemnifying Party of any claims in writing; and (b) the indemnified Party providing the indemnifying Party with full and complete control, authority and information for the defense of the claim, provided that the indemnifying Party will have no authority to enter into any settlement or admission of the indemnified Party’s wrongdoing on behalf of the indemnified Party without the indemnified Party’s prior written consent (not to be unreasonably withheld). At the indemnifying Party’s request, the indemnified Party shall reasonably cooperate with the indemnifying Party in defending or settling any claim.

5.4 Exclusion. The above Arx obligations to defend and indemnify will not apply in the event that a claim arises from or relates to: (a) use of the SaaS Products not in accordance with applicable Documentation and this Agreement; (b) Customer’s use of the SaaS Products in violation of applicable laws; (c) any modification, alteration or conversion of the SaaS Products not created or approved in writing by Arx; (d) any combination or use of the SaaS Products with any computer, hardware, software, data or service not required by the Documentation; (e) Arx’s compliance with specifications, requirements or requests of Customer; or (f) Customer’s gross negligence or willful misconduct.

5.5 Remedies. If the SaaS Products becomes, or Arx reasonably determines that the SaaS Products is likely to become, subject to a claim of infringement for which Arx must indemnify Customer as described above, Arx may at its option and expense: (a) procure for Customer the right to continue to access and use the SaaS Products, (b) replace or modify the SaaS Products so that it becomes non-infringing without causing a material adverse effect on the functionality provided by the infringing SaaS Products, or (c) if neither of the foregoing options are available in a timely manner on commercially reasonable terms, terminate the affected Order and provide Customer with a pro-rata refund of any unused pre-paid fees paid for the period following termination as calculated on a monthly basis for the affected SaaS Product. This section states the sole liability of Arx and the exclusive remedy of Customer with respect to any indemnification claims arising out of or related to this Agreement.

6. Limitation of Liability

6.1 Maximum Liability. EXCEPT FOR LIABILITY CAUSED BY ARX’S INTELLECTUAL PROPERTY INFRINGEMENT INDEMNIFICATION OBLIGATIONS IN SECTION 5.1, CUSTOMER’S INDEMNIFICATION OBLIGATIONS IN SECTION 5.2, AND CUSTOMER’S PAYMENT OBLIGATIONS HEREIN, THE TOTAL LIABILITY OF EITHER PARTY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNT PAID OR PAYABLE TO ARX UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTH PERIOD PRECEDING THE DATE OF INITIAL CLAIM.

6.2 No Consequential Damages. IN NO EVENT SHALL EITHER PARTY OR THEIR AFFILIATES, OFFICERS, DIRECTORS, AGENTS, AND EMPLOYEES, BE LIABLE FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL AND/OR INCIDENTAL LOSS, EXEMPLARY OR OTHER DAMAGES RELATED TO THESE TERMS AND/OR WHETHER DIRECT OR INDIRECT: (I) LOSS OF DATA; (II) LOSS OF INCOME, (III) LOSS OF OPPORTUNITY; (IV) LOST PROFITS; AND (V) COSTS OF RECOVERY OR ANY OTHER DAMAGES, HOWEVER CAUSED, AND BASED ON ANY THEORY OF LIABILITY, AND WHETHER OR NOT FOR BREACH OF CONTRACT, TORT, NEGLIGENCE, VIOLATION OF STATUTE, OR OTHERWISE, AND WHETHER OR NOT EITHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

7. Assignment

Neither Party may assign any of its rights or obligations under this Agreement without the other Party’s prior written consent, which will not be unreasonably withheld. Notwithstanding the foregoing, either Party may assign any and all of its rights and obligations under this Agreement to a successor in interest in the event of a merger or acquisition or to an Affiliate, upon written notice to the other Party.

8. Term and Termination

8.1 Term. This Agreement shall remain in force during the applicable Subscription Term of the SaaS Products unless or until terminated by either Party pursuant to this section.

8.2 Termination. Either Party may terminate this Agreement immediately upon notice to the other Party if the other Party: (i) materially breaches this Agreement and fails to remedy such breach within thirty (30) days after receiving written notice of the breach from the other Party; or (ii) commences bankruptcy or dissolution proceedings, has a receiver appointed for a substantial part of its assets or ceases to operate in the ordinary course of business. In addition, a Party may terminate this Agreement, in whole or in part, or cease provision of the SaaS Products if required to comply with applicable law or regulation, and such termination will not constitute a breach of this Agreement by the terminating Party. Arx reserves the right to suspend Customer’s access to the applicable SaaS Products upon 30 days’ written notice to Customer if: (i) an invoice is more than sixty (60) days past due; or (ii) if there is an uncured material breach of this Agreement. Arx will promptly reinstate Customer’s access and use of the SaaS Products once the issue has been resolved. Any accrued rights and obligations will survive termination.

8.3 Effects of Termination / Expiration. Upon termination or expiration of an applicable Subscription Term: (i) Customer will have no further right to access or use the SaaS Products; and (ii) each Party shall within thirty (30) days after written request return or destroy any tangible Confidential Information of the other Party within its possession or control that is not contained on the SaaS Products. Following termination of the SaaS Products, Arx may immediately deactivate Customer’s account. Any accrued rights and obligations will survive termination.

9. Independent Contractors

Nothing in this Agreement will be construed to imply a joint venture, partnership or principal-agent relationship between Arx and Customer, and neither Party will have the right, power or authority to obligate or bind the other in any manner whatsoever.

10. Notices

All Notices will be in writing and will be deemed to have been duly given: (a) when delivered by hand; (b) three (3) days after being sent by registered or certified mail, return receipt requested and postage prepaid; (c) one (1) day after deposit with a nationally recognized overnight delivery or express courier service. Notices for Arx should be sent to the following address: 9213 NE 131st Ct. Kirkland, WA 98034, Attention: Hernan Garcia.

Exhibit I

In addition to the terms and conditions of this Subscription Agreement, this Exhibit I sets forth additional terms and conditions for the sublicense of RSMeans Cost Data (the “RSMeans Data”) provided by Gordian as part of the SaaS Products. By accessing or using the RSMeans Data, Customer agrees to be bound by the following terms.

A. LICENSE. Subject to the terms and conditions of this Exhibit, Arx grants Customer a non-exclusive, non-transferable, limited license to access and use the RSMeans Data solely as integrated within the SaaS Products and solely for Customer’s internal business purposes during the Subscription Term.

B. YOU MAY:

1. Use the RSMeans Data as integrated within the SaaS Products for internal cost estimating and analysis purposes.
2. Generate reports and analyses using the RSMeans Data as part of your use of the SaaS Products.
3. Share outputs generated from the RSMeans Data within Customer’s organization for internal business purposes.

C. YOU MAY NOT:

1. Copy, reproduce, or duplicate the RSMeans Data outside of the SaaS Products.
2. Distribute, sell, lease, sublicense, or otherwise transfer the RSMeans Data to any third party.
3. Reverse engineer, decompile, or disassemble any portion of the RSMeans Data.
4. Remove or alter any proprietary notices, labels, or marks on the RSMeans Data.
5. Use the RSMeans Data to create a competing product or service.
6. Extract, download, or systematically collect the RSMeans Data from the SaaS Products.
7. Use the RSMeans Data for any purpose other than as expressly permitted in this Exhibit.

D. ADDITIONALLY:

1. Customer acknowledges that the RSMeans Data is provided “as is” and Arx makes no warranties regarding the accuracy, completeness, or fitness for a particular purpose of the RSMeans Data.
2. Customer shall comply with all applicable laws and regulations in connection with its use of the RSMeans Data.
3. Upon termination or expiration of the Subscription Term, Customer’s right to access and use the RSMeans Data shall immediately cease.

The RSMeans Data and all intellectual property rights therein are and shall remain the exclusive property of RSMeans/Gordian. Nothing in this Exhibit or the Subscription Agreement shall be construed as transferring any ownership rights in the RSMeans Data to Customer or any third party.

© 2023 Arx City, Inc.

1. Terms of Service

Arx’s Terms of Service is incorporated into this Subscription Agreement by reference herein.

2. Payment and Taxes

2.1 Payment. Customer shall pay all invoices within thirty (30) days of date of invoice, without any deduction or set-off (except for any amount disputed promptly and in writing by Customer in good faith), and payment will be sent to the address specified by Arx. Any amounts arising in relation to this Agreement not paid when due will be subject to a late charge of one and one-half percent (1 ½ %) per month on the unpaid balance or the maximum rate allowed by law, whichever is less. Without prejudice to Customer’s rights set out elsewhere in this Agreement, all SaaS Products fees are non-refundable and payable in advance. Arx may invoice for purchases of SaaS Products upon delivery.

2.2 Taxes. The fees and charges covered by this Agreement are exclusive of any Indirect Taxes imposed or levied, currently or in the future based on applicable legislation, on the SaaS Products. Unless otherwise agreed between the Parties, Customer will be liable for compliance with reporting and payment of such Indirect Taxes in its tax jurisdiction. Arx shall include the Indirect Taxes on its invoice to Customer and remit such Indirect Taxes collected to the relevant authority if required by applicable law. For the avoidance of doubt, Arx will be responsible for direct taxes imposed on Arx’s net income or gross receipts in its tax jurisdiction.

3. Intellectual Property

Except for the rights granted in this Agreement, all rights, title, and interest in and to the SaaS Products, Documentation, and Arx Intellectual Property are hereby reserved by Arx, its Affiliates or licensors. Except as provided for herein, all rights, title, and interest in and to Customer Intellectual Property are hereby reserved by Customer, its Affiliates or licensors. Nothing in this Agreement shall (a) transfer ownership of any Intellectual Property rights from one Party to the other, or (b) provide either Party a right to use the other Party’s trade names, logos, or trademarks.

4. Confidentiality

4.1 Confidential Information. The Parties acknowledge that either Party (“Disclosing Party”) may disclose certain valuable confidential and proprietary information to the other (“Recipient”). “Confidential Information” means all information provided by the Disclosing Party to the Recipient Party concerning the Disclosing Party or its Affiliates’ business, products or services that is not generally known to the public, including information relating to customers, vendors, trade secrets, prices, products, services, computer programs and other intellectual property and any other information which a Party should reasonably understand to be considered Confidential Information whether or not such information is marked “Confidential” or contains such similar legend by the Disclosing Party at the time of disclosure.

4.2 Exceptions. Confidential Information does not include any information that: (a) is or becomes generally available to the public other than as a result of Recipient’s or its Representatives’ breach of this Agreement; (b) is obtained by Recipient or its Representatives on a non-confidential basis from a third-party that was not legally or contractually restricted from disclosing such information; (c) Recipient establishes by documentary evidence, was in Recipient’s or its Representatives’ possession prior to Disclosing Party’s disclosure hereunder; or (d) Recipient establishes by documentary evidence, was or is independently developed by Recipient or its Representatives without using any Confidential Information.

4.3 Uses. The Recipient may only use the disclosing Party’s Confidential Information to fulfill the purposes of these Terms. The Recipient will protect the Disclosing Party’s Confidential Information by using at least the same degree of care as the Recipient uses to protect its own Confidential Information of a like nature (but no less than a reasonable degree of care) to prevent the unauthorized use, dissemination, disclosure or publication of such Confidential Information. Notwithstanding the foregoing, the Recipient may disclose Confidential Information to its (and its Affiliates) employees, advisors, consultants, and agents on a need-to-know basis and provided that such party is bound by obligations of confidentiality substantially similar to those contained herein.

4.4 Advertising. Neither Party shall make or permit to be made any public announcement concerning the relationship between the Parties without the prior written consent of the other Party.

5. Indemnification

5.1 Infringement Indemnity. Arx shall defend and indemnify Customer and/or its Affiliates and their officers, directors and employees against all third-party claims, suits and proceedings resulting from the violation, misappropriation, or infringement of such third party’s patent, copyright, trademark or trade secret caused by Customer’s use of the SaaS Products in accordance with this Agreement and the Documentation, and all directly related losses, liabilities, damages, costs and expenses (including reasonable attorneys’ fees).

5.2 Customer Indemnity. Customer shall defend and indemnify Arx and/or its Affiliates and their officers, directors and employees against all third-party claims, suits and proceedings (including those brought by a government entity) resulting from any breach of this agreement by Customer, and all directly related losses, liabilities, damages, costs and expenses (including reasonable attorneys’ fees).

5.3 Process. Each Party’s defense and indemnification obligations herein will become effective upon, and are subject to: (a) the indemnified Party’s prompt notification to the indemnifying Party of any claims in writing; and (b) the indemnified Party providing the indemnifying Party with full and complete control, authority and information for the defense of the claim, provided that the indemnifying Party will have no authority to enter into any settlement or admission of the indemnified Party’s wrongdoing on behalf of the indemnified Party without the indemnified Party’s prior written consent (not to be unreasonably withheld). At the indemnifying Party’s request, the indemnified Party shall reasonably cooperate with the indemnifying Party in defending or settling any claim.

5.4 Exclusion. The above Arx obligations to defend and indemnify will not apply in the event that a claim arises from or relates to: (a) use of the SaaS Products not in accordance with applicable Documentation and this Agreement; (b) Customer’s use of the SaaS Products in violation of applicable laws; (c) any modification, alteration or conversion of the SaaS Products not created or approved in writing by Arx; (d) any combination or use of the SaaS Products with any computer, hardware, software, data or service not required by the Documentation; (e) Arx’s compliance with specifications, requirements or requests of Customer; or (f) Customer’s gross negligence or willful misconduct.

5.5 Remedies. If the SaaS Products becomes, or Arx reasonably determines that the SaaS Products is likely to become, subject to a claim of infringement for which Arx must indemnify Customer as described above, Arx may at its option and expense: (a) procure for Customer the right to continue to access and use the SaaS Products, (b) replace or modify the SaaS Products so that it becomes non-infringing without causing a material adverse effect on the functionality provided by the infringing SaaS Products, or (c) if neither of the foregoing options are available in a timely manner on commercially reasonable terms, terminate the affected Order and provide Customer with a pro-rata refund of any unused pre-paid fees paid for the period following termination as calculated on a monthly basis for the affected SaaS Product. This section states the sole liability of Arx and the exclusive remedy of Customer with respect to any indemnification claims arising out of or related to this Agreement.

6. Limitation of Liability

6.1 Maximum Liability. EXCEPT FOR LIABILITY CAUSED BY ARX’S INTELLECTUAL PROPERTY INFRINGEMENT INDEMNIFICATION OBLIGATIONS IN SECTION 5.1, CUSTOMER’S INDEMNIFICATION OBLIGATIONS IN SECTION 5.2, AND CUSTOMER’S PAYMENT OBLIGATIONS HEREIN, THE TOTAL LIABILITY OF EITHER PARTY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNT PAID OR PAYABLE TO ARX UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTH PERIOD PRECEDING THE DATE OF INITIAL CLAIM.

6.2 No Consequential Damages. IN NO EVENT SHALL EITHER PARTY OR THEIR AFFILIATES, OFFICERS, DIRECTORS, AGENTS, AND EMPLOYEES, BE LIABLE FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL AND/OR INCIDENTAL LOSS, EXEMPLARY OR OTHER DAMAGES RELATED TO THESE TERMS AND/OR WHETHER DIRECT OR INDIRECT: (I) LOSS OF DATA; (II) LOSS OF INCOME, (III) LOSS OF OPPORTUNITY; (IV) LOST PROFITS; AND (V) COSTS OF RECOVERY OR ANY OTHER DAMAGES, HOWEVER CAUSED, AND BASED ON ANY THEORY OF LIABILITY, AND WHETHER OR NOT FOR BREACH OF CONTRACT, TORT, NEGLIGENCE, VIOLATION OF STATUTE, OR OTHERWISE, AND WHETHER OR NOT EITHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

7. Assignment

Neither Party may assign any of its rights or obligations under this Agreement without the other Party’s prior written consent, which will not be unreasonably withheld. Notwithstanding the foregoing, either Party may assign any and all of its rights and obligations under this Agreement to a successor in interest in the event of a merger or acquisition or to an Affiliate, upon written notice to the other Party.

8. Term and Termination

8.1 Term. This Agreement shall remain in force during the applicable Subscription Term of the SaaS Products unless or until terminated by either Party pursuant to this section.

8.2 Termination. Either Party may terminate this Agreement immediately upon notice to the other Party if the other Party: (i) materially breaches this Agreement and fails to remedy such breach within thirty (30) days after receiving written notice of the breach from the other Party; or (ii) commences bankruptcy or dissolution proceedings, has a receiver appointed for a substantial part of its assets or ceases to operate in the ordinary course of business. In addition, a Party may terminate this Agreement, in whole or in part, or cease provision of the SaaS Products if required to comply with applicable law or regulation, and such termination will not constitute a breach of this Agreement by the terminating Party. Arx reserves the right to suspend Customer’s access to the applicable SaaS Products upon 30 days’ written notice to Customer if: (i) an invoice is more than sixty (60) days past due; or (ii) if there is an uncured material breach of this Agreement. Arx will promptly reinstate Customer’s access and use of the SaaS Products once the issue has been resolved. Any accrued rights and obligations will survive termination.

8.3 Effects of Termination / Expiration. Upon termination or expiration of an applicable Subscription Term: (i) Customer will have no further right to access or use the SaaS Products; and (ii) each Party shall within thirty (30) days after written request return or destroy any tangible Confidential Information of the other Party within its possession or control that is not contained on the SaaS Products. Following termination of the SaaS Products, Arx may immediately deactivate Customer’s account. Any accrued rights and obligations will survive termination.

9. Independent Contractors

Nothing in this Agreement will be construed to imply a joint venture, partnership or principal-agent relationship between Arx and Customer, and neither Party will have the right, power or authority to obligate or bind the other in any manner whatsoever.

10. Notices

All Notices will be in writing and will be deemed to have been duly given: (a) when delivered by hand; (b) three (3) days after being sent by registered or certified mail, return receipt requested and postage prepaid; (c) one (1) day after deposit with a nationally recognized overnight delivery or express courier service. Notices for Arx should be sent to the following address: 9213 NE 131st Ct. Kirkland, WA 98034, Attention: Hernan Garcia.

Exhibit I

In addition to the terms and conditions of this Subscription Agreement, this Exhibit I sets forth additional terms and conditions for the sublicense of RSMeans Cost Data (the “RSMeans Data”) provided by Gordian as part of the SaaS Products. By accessing or using the RSMeans Data, Customer agrees to be bound by the following terms.

A. LICENSE. Subject to the terms and conditions of this Exhibit, Arx grants Customer a non-exclusive, non-transferable, limited license to access and use the RSMeans Data solely as integrated within the SaaS Products and solely for Customer’s internal business purposes during the Subscription Term.

B. YOU MAY:

1. Use the RSMeans Data as integrated within the SaaS Products for internal cost estimating and analysis purposes.
2. Generate reports and analyses using the RSMeans Data as part of your use of the SaaS Products.
3. Share outputs generated from the RSMeans Data within Customer’s organization for internal business purposes.

C. YOU MAY NOT:

1. Copy, reproduce, or duplicate the RSMeans Data outside of the SaaS Products.
2. Distribute, sell, lease, sublicense, or otherwise transfer the RSMeans Data to any third party.
3. Reverse engineer, decompile, or disassemble any portion of the RSMeans Data.
4. Remove or alter any proprietary notices, labels, or marks on the RSMeans Data.
5. Use the RSMeans Data to create a competing product or service.
6. Extract, download, or systematically collect the RSMeans Data from the SaaS Products.
7. Use the RSMeans Data for any purpose other than as expressly permitted in this Exhibit.

D. ADDITIONALLY:

1. Customer acknowledges that the RSMeans Data is provided “as is” and Arx makes no warranties regarding the accuracy, completeness, or fitness for a particular purpose of the RSMeans Data.
2. Customer shall comply with all applicable laws and regulations in connection with its use of the RSMeans Data.
3. Upon termination or expiration of the Subscription Term, Customer’s right to access and use the RSMeans Data shall immediately cease.

The RSMeans Data and all intellectual property rights therein are and shall remain the exclusive property of RSMeans/Gordian. Nothing in this Exhibit or the Subscription Agreement shall be construed as transferring any ownership rights in the RSMeans Data to Customer or any third party.

Schedule A (Order)

1. Agreement Details

1.1 Effective Date. The effective date of this Order shall be the date on which Customer accepts this Subscription Agreement.

1.2 Subscription Term. 7 Calendar Days.

1.3 Number of Seats. 1.

1.4 Access Method. Customer shall access the SaaS Products via the web-based application provided by Arx.

2. Description of Coverage

Los Angeles County, CA & King County, WA.

3. Fees

Free.

© 2022 Arx City, Inc.