This Subscription Agreement (this “Agreement”) is between you (“You”) and Soft Biz 360 as a DBA of Xpert Tek Solutions Inc., a Delaware corporation with a principal place of business in Wilmington, Delaware (“Soft Biz 360”), and shall begin on the day You sign up by providing us with your name and email address (the “Effective Date”). This Agreement governs Your subscription to and use of the Soft Bix 360 services, whether through the use of www.Soft Biz 360.com website, mobile applications or any other sites hosted by our service providers on our behalf (collectively the “Soft Biz 360 Services”).
PLEASE READ THE FOLLOWING AGREEMENT CAREFULLY BEFORE USING OUR SOFT BIZ 360 SERVICES. All users of the Soft Biz 360 Services agree that access to and use of the Soft Biz 360 Services are subject to this Agreement and other applicable laws. If You do not agree to these terms and conditions, please do not use the Soft Biz 360 Services. If you are subscribing on behalf of a legal entity, you acknowledge that You have the authority on behalf of the entity on whose behalf You subscribe to bind this entity to this Agreement.
The Soft Biz 360 Services are a cloud-based application which is designed specifically for simplifying your business in the dynamic world of e-commerce and accounting platform for online retailers. Soft Biz 360 is unique software that understands all the complexities of different marketplaces such as Amazon, eBay, Facebook, Shopify, Walmart, TikTok etc. and the ever-changing dynamics of online retail. It covers Private Label, Wholesale and Drop shipping business models. Subject to the terms and conditions in this Agreement, we are making the Soft Biz 360 Services available to You with a one-month free trial, and thereafter on a month-to-month basis (a “Monthly Subscription”) or an annual basis (an “Annual Subscription”).
Subject to the payment of the Subscription Fees in Section 4, and the other terms and conditions of this Agreement, Soft Biz 360 hereby grants You a non-exclusive, non-transferable subscription to the Soft Biz 360 Services during the Trial Period and the Subscription Term. Your free-trial access to the Soft Biz 360 Services will begin on the Effective Date and continue for one-month (the “Trial Period”). After the Trial Period, your access to the Soft Biz 360 Services will be terminated, unless you enroll in a Monthly Subscription or an Annual Subscription, each of which are collectively referred to as the “Subscription Term,” and wherein the Trial Period and the Subscription Term are collectively referred to as the “Term.” Annual Subscriptions receive a discount over Monthly Subscriptions of the same length, while both the Monthly Subscription and the Annual Subscription are eligible for termination in accordance with Section 5, early termination of an Annual Subscriptions will receive refunds pro-rotated without the discount applied.
By using the Soft Biz 360 Services, you agree to make the Soft Biz 360 Services available only to your employees and independent contractors under your direct control. You will not share, sublease, or transfer Your access to the Soft Biz 360 Services to any third party. By using Soft Biz 360 Services, You represent and warrant that you will not use the Soft Biz 360 Services to: (i) violate any applicable law, statute, ordinance, or regulation; (ii) violate the contractual or fiduciary rights of any third party; (iii) infringe any third party’s intellectual property rights, rights of publicity, or privacy; or (iv) misrepresent an affiliation with any person or entity.
During the Term, You also agree to: (a) provide Soft Biz 360 with: (i) all necessary cooperation in relation to this Agreement; and (ii) all necessary access to such information as may be required by Soft Biz 360 in to provide the Soft Biz 360 Services; (b) comply with all applicable laws and regulations with respect to Your activities under this Agreement; (c) carry out all other responsibilities set out in this Agreement in a timely and efficient manner; and (d) obtain and maintain all necessary licenses, consents, and permissions necessary for Soft Biz 360 to perform its obligations under this Agreement.
In exchange for use of the Soft Biz 360 Services during the Subscription Term, you agree to pay the following fees:
(a) Base Fees: You agree to pay the base fee for the Monthly Subscription or the Annual Subscription corresponding to Your subscription stated at the Soft Biz 360 pricing page.
(b) Add-ons: You agree to pay the fees for any of the one or more premium features stated at the Soft Biz 360 pricing page.
All of which are collectively, the Subscription Fees. The Subscription Fees will be automatically charged to your account.
Unless otherwise stated, all fees are stated and payable in U.S. Dollars.
You may terminate the Subscription Term and this Agreement at any time by sending Soft Biz 360 notice one-month in advance of such termination. Soft Biz 360 may terminate the Term and this Agreement due to Your material breach of any of the terms or conditions in this Agreement that remain uncured following one-month days’ advance notice. Soft Biz 360 may also terminate the Subscription Term and this Agreement for convenience with ninety (90) days’ advance notice.
If You are enrolled in an Annual Subscription and You exercise Your right to terminate the Subscription Term and this Agreement, Soft Biz 360 will provide you with a pro-rata refund of the Subscription Fee, less the discount over the Monthly Subscription. If Soft Biz 360 terminates the Subscription Term and this Agreement due to Your material breach, no refund will be provided.
You agree that Soft Biz 360 owns all intellectual property rights in Soft Biz 360 Services. Except as expressly stated herein for the Subscription Term, this Agreement does not grant You any rights to, or in, patents, copyrights, database rights, trade secrets, trade names, trademarks (whether registered or unregistered), or any other rights or licenses with respect to the Soft Biz 360 Services. You further agrees that You will not: (a) attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Soft Biz 360 Services in any form or media or by any means; (b) attempt to reverse compile, disassemble, emulate, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Soft Biz 360 Services; or (c) access all or any part of the Soft Biz 360 Services in order to build a product or service which competes with the Soft Biz 360 Services.
You agree that your use of the Soft Biz 360 services shall be at your sole risk. the Soft Biz 360 services and all content thereon are provided “as is”, “as available” and “with all faults”. Soft Biz 360 expressly disclaims all other warranties, express or implied, including without limitation, any warranty of merchantability or fitness for a particular purpose or non-infringement. Soft Biz 360 makes no warranties or representations about the accuracy or completeness of any information found in the Soft Biz 360 services. Soft Biz 360 assumes no liability or responsibility for to you or anyone else for any (i) errors, mistakes, interruptions or inaccuracies of any information or content in the Soft Biz 360 services, (ii) personal injury or property damage, of any nature whatsoever, resulting from your access to and/or use of or reliance on any information found in the Soft Biz 360 services, (iii) any bugs, viruses, trojan horses, or the like which may be transmitted to or through the Soft Biz 360 services by any third party; and/or (iv) any interruptions in the Soft Biz 360 services or the network or any telecommunications network. Soft Biz 360 does not warrant, endorse, guarantee, or assume responsibility for any information found in the Soft Biz 360 services.
You agree to defend, indemnify and hold harmless Soft Biz 360, its directors, officers, employees and agents from and against any and all claims, damages, losses, liabilities, costs or debt, and expenses (including reasonable attorneys’ fees) that arise or result from (i) Your violation of this Agreement, including, but not limited to, any obligation, representation, or warranty made herein; and (ii) Your violation of any third party right, including without limitation any civil right, property right, intellectual property right, or privacy right. This defense and indemnification obligation will survive termination of this Agreement.
Soft Biz 360 may deliver notice to You under this Agreement by electronic mail, a general or specific notice on the website, a communication to Your account or by written communication delivered by first class U.S. mail to Your address on record. Notices to Soft Biz 360 must be in writing and will be deemed given when (a) delivered personally, or (b) sent to the address above, in which case notice is deemed given upon receipt.
Soft Biz 360 may at any time assign, transfer, charge, sub-contract, or deal in any other manner with all or any of its rights or obligations under this Agreement. You will not, without the prior written consent of Soft Biz 360, assign, transfer, charge, delegate, sub-contract, or deal in any other manner with all or any of Your rights or obligations under this agreement.
Nothing contained in this Agreement will be construed to place Soft Biz 360 and You in a relationship as partners, joint venturers, or principal and agent, respectively.
This Agreement comprises the entire agreement between You and Soft Biz 360 with respect to Your use of the Soft Biz 360 Services and supersedes all prior agreements between the Parties regarding the subject matter contained herein. This Agreement shall be governed and construed in accordance with the laws of the State of Kansas, without regard to its conflicts of law principles. You agree to promptly and voluntarily submit to the exclusive jurisdiction of the Kansas courts located in Kansas City, KS or the United States District Court for the District of Kansas located in Kansas City, Topeka, and Wichita, KS, with respect to any legal proceedings arising out of this Agreement, waiving all defenses with respect to jurisdiction, forum and venue. Any claim by You relating to this Agreement must be brought within one year of the date on which the claim arises. In the event that any provision of this Agreement becomes or is declared by a court of competent jurisdiction to be illegal, unenforceable or void, this Agreement shall continue in full force and effect without said provision. You agree that money damages would not be a sufficient remedy for breach of this Agreement, and Soft Biz 360 shall be entitled to specific performance and other equitable relief for any such breach, without the necessity of posting any bonds, in addition to any other remedies available to it at law or in equity. No waiver or amendment of any term in this Agreement shall be binding on Soft Biz 360 unless made in a writing expressly stating that it is such a waiver or amendment and signed by an authorized agent of Soft Biz 360.
This latest software understands all the complexities of different marketplaces such as Amazon. eBay, Facebook, Shopify & Walmart, Etsy and the ever-changing dynamics of online retail.
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