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AgentXpense Terms of Service

These Terms of Service (“Agreement”) are an agreement between you and Agent Xpense, Inc. (referred to as “agentXpense”, “we”, “our”, or “us”). We provide a platform (the “Platform”) that provides products and services to you under this Agreement. Please read, print and save a copy for your records. This Agreement is a legal agreement between you and agentXpense. By clicking “I Agree,” indicating acceptance electronically, or by accessing or using the Platform, you agree to this Agreement. If you do not agree to this Agreement, then you may not use the Platform.

If this Agreement is being entered into by a company or another legal entity, you represent that you have the authority to enter this Agreement to bind such entity and its affiliates to these terms and conditions as its authorized representative, in which case the terms “you” or “your” will refer to such entity and its affiliates as well as you. If the legal entity that you represent does not agree with these terms and conditions, you must not accept this Agreement, register nor use or access the Platform as an authorized representative.

1. AGREEMENT TO THESE TERMS

You need to agree to these terms to use our Platform. By using the Platform, you are instructing us to use your data in accordance with these terms. This data may include financial information and other information we obtain from third parties. For information on how agentXpense processes your personal information see the agentXpense Privacy Policy, which is incorporated herein by reference.

To access and/or use the Platform, you acknowledge and agree:

  • To the terms and conditions of this Agreement and any additional provisions and conditions provided separately to you for your use of the Platform, which may include terms and conditions of third parties;
  • You must be at least the age of majority in your jurisdiction of residence to use our Platform;
  • You can form a binding contract with agentXpense;
  • You are not a person who is prohibited from receiving the Platform under the laws of Canada or any other applicable jurisdiction; and
  • You will comply with this Agreement and all applicable local, provincial, territorial, national, and international laws, rules, and regulations, including applicable sanctions and trade laws and regulations.

2. YOUR PERSONAL INFORMATION

We want to be transparent about how we use personal information and about your rights in the agentXpense Privacy Policy. You should only provide us with personal information of others if you have received permission to do so.

You can view the agentXpense Privacy Policy provided with the Platform and on the website for the Platform. agentXpense may, as part of the Platform, use, maintain, transfer or otherwise process, your personal information in accordance with the agentXpense Privacy Policy, and with applicable law, including the Personal Information Protection and Electronic Documents Act (PIPEDA) or relevant Provincial Data Protection statutes/regulations. This means that agentXpense may use your personal information to improve the Platform or to design promotions and to develop new products or Platform.

3. CHANGES

From time to time, we may change the terms of this Agreement. If the changes are material, you may need to accept the changes to use the Platform. Similarly, there may be circumstances where we need to update or discontinue the Platform.

We reserve the right to modify this Agreement in whole or any part, in our sole discretion, at any time, and the modifications will be effective when posted through the Platform or on our website or when we notify you by other means, such as by sending you an email. It is important that you review this Agreement whenever we modify it because your continued use of the Platform indicates your agreement to the modifications.

In some cases, or where otherwise required by law, you may need to accept changes to this Agreement to continue using the Platform. If you do not agree to the changes, you may stop using the Platform or terminate your account. We have the right, in our sole discretion, to revise, update, or otherwise modify, suspend or discontinue the Platform or alter your access to the Platform; and for material changes, to the extent reasonably possible, we will provide you with reasonable notice either posted on our website hosting the Platform or by sending you an email. In the event we need to maintain the security of the system or comply with any laws or regulations, we reserve the right to modify the Platform immediately, and to provide you with electronic or written notice within thirty (30) days after any material modifications. You may reject any changes to the Platform by discontinuing use of the Platform to which such changes relate. Your continued use of the Platform will constitute your acceptance of and agreement to such changes.

4. YOUR RIGHTS TO USE THE PLATFORM

You can use our Platform for your own personal and lawful use or as otherwise permitted under this Agreement.

Subject to your compliance with this Agreement, you may access and use the Platform for your own internal, lawful and non-commercial purposes only.

5. TRIAL VERSIONS, FREE TRIALS, PROMOTIONAL PRICES AND BETA FEATURES

We may provide you with access to beta features in the Platform. You are free to use them, but they are provided as-is.

We may at our sole discretion offer free trials and/or promotional prices. We may withdraw or modify the same without prior notice and with no liability to you. Unless otherwise specified, you may only redeem any free trial and promotional price offers once and they cannot be used with any other promotions or offers with respect to the Platform.

We may include new and/or updated pre-release and trial features as part of the Platform and such features are provided as-is. Your use of such features is at no additional cost but you must follow additional rules or restrictions that we may place on their use.

6. ACCOUNT

You will provide accurate, up-to-date account information and securely manage such information.

You may need to sign up for an account to use the Platform. We will need to verify your identity and you authorize us to collect information (e.g., date of birth, address) from you to do so (collectively, with all information requested to enable your account, “Account Information”). You will provide accurate, up-to-date Account Information, and we disclaim any liability arising from your failure to do so.

You are responsible for securely managing your password(s) for the Platform and you will contact agentXpense if you become aware of any unauthorized access to your account. You will notify us immediately if you believe that your Account Information or device you use to access the Platform has been lost or stolen or that someone is using your account without your permission.

7. PAYMENT AND TAXES

We require payment of fees or a subscription charge for use of the Platform (or certain portions of the Platform) and you agree to pay such fees or subscription charge and that we may charge your payment method for fees or on a subscription basis. If you registered for a trial, you may need to purchase a subscription to the Platform before the trial ends in order to retain access to any Content (defined below) provided to, or created through, the Platform. You may cancel your subscription at any time (but you may not receive a refund).

Payments will be billed to you in U.S. dollars, or other currencies which may be made available (plus any and all applicable taxes, including without limitation GST, HST and PST, as applicable) and your account will be debited when you subscribe and provide your payment information.

If your payment and registration information is not accurate, current, and complete, or a chargeback is processed on your account, we may suspend or terminate your account immediately, without notice, and refuse any use of the Platform.

Services are provided on a monthly or yearly subscription basis to the User (defined below) that pays for the Services.

You may be charged a subscription fee in advance on an annual basis or other recurring interval disclosed to you prior to your purchase. agentXpense will automatically renew your subscriptions at the then-current rates, unless the subscription is cancelled or terminated under this Agreement. agentXpense may change the price for recurring subscription fees from time to time with notice to you. If you do not agree with the price change, you may unsubscribe prior to the price change going into effect. Your payment to agentXpense will automatically renew at the end of the applicable subscription period but you can cancel a subscription at any time. Subscription cancellations will take effect the day after the last day of the current subscription period. If you cancel in the middle of a subscription period, you will be able to continue to access and use the applicable Service until the end of your subscription period. We do not provide refunds or credits for any cancellations or partial subscription period.

In the event that agentXpense is unable to charge a User’s chosen payment method in accordance with this Agreement, we may terminate this Agreement and access to the Platform immediately, without notice. After your access to the Platform is terminated, you may no longer have access to any of the data or Content in the Platform. We suggest you retain your own copies of any Content that you may need as agentXpense is not responsible for providing you with access to your Content or the Platform after any cancellation or termination of this Agreement.

8. OTHER PRODUCTS AND SERVICES

You may have access to third-party products not covered under this Agreement. We may provide you with the opportunity to transfer data to or from a third-party product subject to certain limitations.

8.1. Third Party Products. By using the Platform, you agree that we may market to you or offer you access to products or services from third parties (“Third Party Products”). If you decide to use or access any Third Party Products, you agree that you are solely responsible for your relationship with the provider of the product. agentXpense is not affiliated with Third Party Products and does not endorse or recommend any Third Party Products. Except as prohibited by law, you agree that the providers of the Third Party Products, and not agentXpense, are solely responsible for their own actions or inactions, and agentXpense is not liable for any damages, claims or liabilities arising out of or related to any Third Party Products. You agree that you will (a) review and comply with all Third Party Product terms and conditions, and (b) not use the Third Party Product in any manner that would infringe or violate the rights of agentXpense or any other party or in furtherance of criminal, fraudulent or other unlawful activity.

8.2 Service Providers. We may use third parties in the operation of our Platform or to perform any of our obligations in this Agreement (each a “Service Provider”). In order for our Service Providers to be able to provide you with certain aspects of the Platform, we may share a limited amount of your data or Content with such Service Provider. Our agreements with Service Providers outline the appropriate use and handling of this information and prohibit the Service Provider from using any of your information for purposes unrelated to the Platform.

9. CONTENT AND DATA

You are solely responsible for anything you write, submit, receive, share and store or any data you input into the Platform (collectively “Content”). Content includes but is not limited to data, information, materials, text, graphics, images, audio and video that are uploaded, transmitted, posted, generated, stored, or otherwise made available through the Platform. You have no obligation to provide any Content to the Platform, and you are free to choose the Content that you want to provide. You acknowledge certain functionality in the Platform may be dependent on the provision of Content and may not be available without such Content.

Content remains yours, which means that you retain any intellectual property rights that you have in your Content. By sharing your Content in connection with the Platform, you hereby grant agentXpense a license to use your Content as described in more detail below.

9.1 What’s covered.

This license covers your Content to the extent your Content is protected by intellectual property rights.

9.2 Scope.

This license is:

  • Worldwide, which means it’s valid anywhere in the world;
  • Non-exclusive, which means you can license your Content to others; and
  • Royalty-free, which means there are no fees for this license.

9.3 Rights.

This license allows agentXpense to:

  • Host, reproduce, distribute, communicate, sublicense and use your Content - for example, to save your Content on our systems and make it accessible from anywhere you go;
  • Publish or publicly display your Content, if you’ve made it visible to others; and
  • Modify and create derivative works based on your Content, such as reformatting or translating it.

9.4 Purpose.

This license is for the limited purpose of operating, providing and improving the Platform, which means allowing the Platform to work as designed and creating new features and functionalities.

9.5 Duration.

This license lasts for as long as your Content is protected by intellectual property rights. AgentXpense may collect, derive or generate deidentified and/or aggregated data regarding your usage of or the performance of the Platform, including data derived from your Content. AgentXpense will own all such data and may use this data without restriction, including, but not limited to, operating, analyzing, improving, or marketing agentXpense’s products and services, including the Platform.

As between you and agentXpense, agentXpense and its licensors retain all right, title or interest in and to the Platform, except for the rights granted to you.

10. PROHIBITED USES

We expect you to obey the law and follow certain rules in using the Platform.

agentXpense does not condone or support any activity that is illegal, violates the rights of others, harms or damages our reputation, or could cause agentXpense to be liable to a third party. At minimum, you may not use the Platform to:

  • Violate any law, regulation, executive order or ordinance, including through actions that give rise to criminal, civil, administrative or regulatory liability and/or fines;
  • Post or share Content or engage in activities that are or may be illegal or inappropriate, including fraudulent, defamatory, obscene, pornographic, profane, threatening, abusive, hateful, harassing, offensive, or objectionable information or communications of any kind, including without limitation that which is excessively violent, incites or threatens violence, or may result in criminal or civil liability under any local, provincial, federal or foreign law;
  • Post or share any Content that you do now own or have the right to use without permission from the owners thereof;
  • Transmit any virus, trojan hours, or other disruptive or harmful software or data;
  • Send any unsolicited or unauthorized advertising, such as spam;
  • Impersonate someone else, falsely represent your identity or qualifications, or engage in activities that may constitute a breach of any individual’s privacy; or is illegally unfair or deceptive, or creates a safety or health risk to an individual or public;
  • Misrepresents your affiliation with agentXpense;
  • Reproduce, modify, copy, sell, resell, trade, lease, license, or provide free or unauthorized access to the Platform, give any part of the Platform to any third party or make the Platform available on any file-sharing, virtual desktop or application hosting service;
  • Attempt to reverse engineer, decompile or disassemble in any way the Platform, including any Software;
  • Engage in unauthorized access, monitoring, interference with, or use of the Platform or third party accounts, information (including personal information), computers, systems or networks, including scraping or downloading Content that doesn’t belong to you;
  • Use the Platform for general archiving or back-up purposes;
  • Engage in investment opportunities, solicitations, chain letters, pyramid schemes, other unsolicited commercial communication, spamming, or flooding; or
  • Encourage or enable any other individual to do any of the above or otherwise violate this Agreement.

If you repeatedly infringe the copyrights of others, we may terminate your account.

agentXpense may terminate your use of the Platform based on our reasonable suspicion that your activities, business or products are objectionable or promote, support, or engage in any of the prohibited uses described above.

agentXpense may, but has no obligation to, monitor access to or use of the Platform or Content or to review or edit any Content, including, without limitation, for the purpose of operating the Platform, to ensure compliance with this Agreement, and to comply with applicable law or other legal requirements. We may disclose any information necessary to satisfy our legal obligations, protect agentXpense or its customers, or operate the Platform properly. AgentXpense, in its sole discretion, may refuse to post, remove, or refuse to remove, or disable any Content, in whole or in part, that is alleged to be, or that we consider to be unacceptable, undesirable, inappropriate, or in violation of this Agreement.

11. TERMINATION

agentXpense may suspend or terminate your use of the Platform and may terminate this Agreement for certain reasons.

agentXpense may, in its sole discretion, and without notice, restrict, deny, terminate this Agreement or suspend the Platform, related or other services, effective immediately, in whole or in part, if we determine that your use of the Platform violates the Agreement, is improper or substantially exceeds or differs from normal use by other users, raises suspicion of fraud, misuse, security concern, illegal activity or unauthorized access issues; to protect the integrity or availability of the Platform or systems and comply with the applicable agentXpense policy; if you no longer agree to receive electronic communications; or if your use of the Platform conflicts with agentXpense’s interests or those of another user of the Platform.

In addition to the foregoing, agentXpense may terminate this Agreement immediately if: (i) you become insolvent, or are generally unable to pay your debts as they become due, or you make an assignment for the benefit of your creditors or seek relief under any bankruptcy, insolvency, or debtor’s relief law; (ii) you file a voluntary petition in bankruptcy or proceedings are commenced against you under any bankruptcy, insolvency, or debtor relief law; (iii) a receiver is appointed for you or your material assets; (iv) you are liquidated or dissolved or cease operations; or (v) we receive notice of your bankruptcy, insolvency or similar arrangement.

12. EFFECT OF TERMINATION

You must stop using the Platform once your subscription expires or you cancel your account (or if this Agreement or your account is terminated).

Upon expiration of your subscription or cancellation of your account, or agentXpense’s termination of your account or this Agreement, you must immediately stop using the Platform and pay all fees for Services used. No expiration or termination will affect your obligation to pay all fees due or that may have accrued through the effective date of expiration or termination or entitle you to any refund.

13. SURVIVAL

The following Sections will survive any termination, discontinuation or cancellation of the Platform, your account or this Agreement: “Your Personal Information,” “Payment and Taxes” (with respect to fees due and unpaid), “Content and Data,” “Effect of Termination,” “Disclaimers,” “Limitations of Liability,” “Indemnification,” “Disputes,” “General,” and “Contact Information,”, as well as any other provisions that express survive such termination, discontinuation or cancellation.

14. AGENTXPENSE COMMUNICATIONS

In order to provide you with support, we occasionally need to reach out and contact you, and may do so in a variety of ways such as email or messaging functionality in the Platform. You may opt-in or opt-out of receiving certain types of communications from us or sign up to receive certain kinds of messages from us. You will need to notify us of any changes to your contact details to ensure your preferences are updated.

15. DISCLAIMERS

We don’t make any warranties about the Platform except as expressly stated in this Agreement.

YOUR USE OF THE PLATFORM, SOFTWARE, AND CONTENT IS ENTIRELY AT YOUR OWN RISK. EXCEPT AS DESCRIBED IN THIS AGREEMENT, THE PLATFORM IS PROVIDED “AS IS.” TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AGENTXPENSE, ITS AFFILIATES AND ITS THIRD PARTY PROVIDERS, LICENSEORS, DISTRIBUTORS AND SUPPLIERS (COLLECTIVELY “SUPPLIERS”) DISCLAIM ALL WARRANTIES OR CONDITION THAT THE PLATFORM IS FIT FOR A PARTICULAR PURPOSE, OR OF TITLE, MERCHANTABILITY, DATA LOSS, NON-INTERFERENCE WITH OR NON-INFRINGEMENT OR NO MISAPPROPRIATION OF ANY INTELLECTUAL PROPERTY RIGHTS, OR OF THE ACCURACY, RELIABILITY, OR QUALITY OF CONTENT IN OR LINKED TO THE PLATFORM. AGENTXPENSE AND ITS AFFILIATES AND SUPPLIERS DO NOT WARRANT THAT THE PLATFORM IS SECURE OR FREE FROM BUGS, VIRUSES, INTERRUPTION, ERRORS, THTEFT, OR DESTRUCTION. IF THE EXCLUSIONS FOR ANY IMPLIED WARRANTIES OR CONDITIONS DO NOT APPLY TO YOU, ANY IMPLIED WARRANTIES OR CONDITIONS ARE LIMTED TO 60 DAYS FROM THE DATE OF PURCHASE OR DELIVERY OF ACCESS TO THE PLATFORM, WHICHEVER IS SONNER. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR CONDITIONS, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. THIS WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY HAVE OTHER RIGHTS THAT VARY DEPENDING ON JURISDICTION.

AGENTXPENSE, ITS AFFILIATES AND SUPPLIERS DISCLAIM ANY REPRESENTATIONS OR WARRANTIES THAT YOUR USE OF THE PLATFORM WILL SATISFY OR ENSURE COMPLIANCE WITH ANY LEGAL OBLIGATIONS OR LAWS OR REGULATIONS.

AGENTXPENSE DOES NOT REPRESENT THAT THE PLATFORM AND/OR CONTENT WITHIN THE PLATFORM IS APPROPRIATE OR AVAILABLE FOR USE IN ALL JURISDICTIONS OR COUNTRIES. AGENTXPENSE PROHIBITS ACCESSING CONTENT FROM WITHIN COUNTRIES OR STATES WHERE SUCH CONTENT IS ILLEGAL. YOU ARE RESPONSIBLE FOR COMPLIANCE WITH ALL APPLICABLE LAWS PERTAINING TO YOUR USE AND ACCESS TO THE PLATFORM IN YOUR JURISDICTION.

WITHOUT LIMITING THE FOREGOING, AGENTXPENSE DOES NOT GIVE PROFESSIONAL ADVICE. UNLESS SPECIFICALLY INCLUDED WITH THE PLATFORM, AGENTXPENSE IS NOT IN THE BUSINESS OF PROVIDING LEGAL, FINANCIAL, ACCOUNTING, TAX, HEALTH CARE, REAL ESTATE OR OTHER PROFESSIONAL SERVICES OR ADVICE. CONSULT THE SERVICES OF A COMPETENT PROFESSIONAL WHEN YOU NEED THIS TYPE OF ASSISTANCE.

16. LIMITATION OF LIABILITY

Our liability is limited when it comes to issues you may encounter with our Platform.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE ENTIRE LIABILITY OF AGENTXPENSE, ITS AFFILIATES AND SUPPLIERS FOR ALL CLAIMS RELATING TO THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNT YOU PAID FOR THE SERVICES DURING THE TWELVE (12) MONTHS PRIOR TO SUCH CLAIM. SUBJECT TO APPLICABLE LAW, AGENTXPENSE, ITS AFFILIATES AND SUPPLIERS ARE NOT LIABLE FOR ANY OF THE FOLLOWING: (A) INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES; (B) DAMAGES RELATING TO FAILURES OF TELECOMMUNICATIONS, THE INTERNET, ELECTRONIC COMMUNICATIONS, CORRUPTION, SECURITY, LOSS OR THEFT OF DATA, VIRUSES, SPYWARE, LOSS OF BUSINESS, REVENUE, PROFITS OR INVESTMENT, OR USE OF SOFTWARE OR HARDWARE THAT DOES NOT MEET AGENTXPENSE SYSTEMS REQUIREMENTS. THE ABOVE LIMITATIONS APPLY EVEN IF AGENTXPENSE AND ITS AFFILIATES AND SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS AGREEMENT SETS FORTH THE ENTIRE LIABILITY OF AGENTXPENSE, ITS AFFILIATES AND SUPPLIERS AND YOUR EXCLUSIVE REMEDY WITH RESPECT TO THE PLATFORM AND ITS USE.

17. INDEMNIFICATION

If someone sues us because you used the Platform unlawfully or didn’t follow our rules, you will be responsible for any harm to us.

You agree to indemnify and hold agentXpense, its Affiliates and Suppliers harmless from any and all losses, damages, judgments, fines, costs and expenses (including legal fees) in connection with any claims arising out of or relating to your use of the Platform or violation of this Agreement (collectively referred to as “Claims”). agentXpense reserves the right, in its sole discretion and at its own expense, to assume the exclusive defense and control of any Claims. You agree to reasonably cooperate as requested by agentXpense in the defense of any Claims.

18. DISPUTES

In the event we are unable to resolve any dispute through an informal dialogue, any legal action arising out of or relating to this Agreement shall be brought exclusively in the courts of the jurisdiction of Ontario, and each party irrevocably submits to the exclusive jurisdiction of such courts, and any disputes will be resolved on an individual basis rather than as a class action.

19. LANGUAGE

The English-language version of this Agreement controls.

20. GENERAL

20.1 Governing Law.

The laws of the Province of Ontario and federal laws of Canada govern this Agreement and any disputes that may arise, without regard to its conflicts of laws provisions. You agree to the exclusive jurisdiction of the Province of Ontario and the Courts of the Province of Ontario. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement.

20.2 Export and Trade Restrictions.

You are allowed to use the Platform under the laws of Canada and other applicable territories. The Platform shall not be exported to countries that are embargoed by the Canadian government.

You acknowledge that the Platform is subject to restrictions and controls imposed by the Export and Import Permits Act (Canada) and regulations under the Export and Import Permits Act as well as the U.S. export controls regulations administered by the U.S. Department of Commerce (15 CFR, Chapter VII) and that you will comply with all applicable laws and regulations. You will not export or re-export any part of the Platform, in violation of the Canadian and U.S. export administration laws and regulations, directly or indirectly. You further acknowledge that the underlying software may include technical data subject to such Canada and U.S. export regulations.

20.3 Force Majeure.

Any delay in or failure of performance by agentXpense under this Agreement will not be considered a breach of this Agreement and will be excused to the extent caused by any occurrence beyond its reasonable control, including, but not limited to acts of God, power outages, failures of the Internet, or failures of banking or Payments Canada networks.

20.4 Waiver.

AgentXpense’s failure to act or enforce any of its rights does not constitute a waiver of any of our rights. Any waiver by agentXpense of any of the provisions in the Agreement must be made in writing and signed by a duly authorized officer of agentXpense.

20.5 Entire Agreement.

This Agreement is the entire agreement between you and agentXpense regarding its subject matter and replaces all prior understandings, communications and agreements, oral or written, regarding its subject matter.

20.6 Severability.

If any court of law, having the jurisdiction, rules that any part of this Agreement is invalid, that section will be removed without affecting the remainder of the Agreement. The remaining terms will be valid and enforceable.

20.7 Assignment.

You may not assign your rights under this Agreement, under operation of law or otherwise, without our consent. Any attempts to do so without our consent will be null and void. AgentXpense may assign or transfer this Agreement without your consent to any party.

21. CONTACT INFORMATION

If you have any questions about the Platform or this Agreement, please contact us at info@agentxpense.com.

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