Privacy Policy and Terms of Service

This XIID SaaS License Agreement (“Agreement”) is effective as of the date (Effective Date) you (Customer) accept these terms and conditions and install the SaaS Service as defined below.

Customer is entering into this Agreement with XIID Corporation, having offices at 410 S Rampart Blvd., Ste. 390, Las Vegas, NV 89145 (“XIID”), which Agreement governs use of the Service (as defined below). Customer signifies by Customer’s acceptance of the terms and conditions of this Agreement and the installation of the SaaS Service that Customer has read, understood, and agreed to be bound by this Agreement. This Agreement applies to Customer and all Users, as defined below, who access the Service under Customer’s account.

1. Definitions. As used in herein:

"User” means a user of Customer who is authorized by Customer to use the Service, including employees and contractors/consultants of Customer.

"SaaS Service" means XIID’s platform which XIID offers to Customer as a SaaS solution.

“Installed Software” means any client software provided by XIID to Customer for installation or use by the Customer in conjunction with the Service, including any updates which may be provided by XIID generally to its customers without additional charge.

“Service” means the SaaS Service and the functionalities generated by the Installed Software (individually or collectively).

“Technology” means the software incorporated in and constituting the Service and any components contained therein, the Installed Software, and any other XIID proprietary software including associated documentation made available to Customer in written form or online used to operate or perform the Service.

2. License Grant.

Subject to the terms and conditions of this Agreement, XIID grants Customer a non-exclusive, non-transferable, non-sublicensable right (except the right to sublicense to Users, and only to the number of Users paid for by Customer) to access and use the Service and the Installed Software (in object code only) internally and only for Customer’s business.

3. XIID’s Responsibilities.

Support. XIID will provide its standard support for the Service to Customer at no additional charge, and/or upgraded support if purchased, and use commercially reasonable efforts to make its support online and available 24 hours a day, 7 days a week, except for: (i) planned downtime (of which XIID will give at least 8 hours electronic notice on its web-site and which XIID will schedule to the extent practicable during the weekend hours between 6:00 p.m. Friday and 3:00 a.m. Monday Pacific time), and (ii) any unavailability caused by circumstances beyond XIID’s reasonable control, including, for example, an act of God, act of government, flood, fire, earthquake, civil unrest, act of terror, strike or other labor problem (other than one involving XIID’s employees), Internet service provider failure or delay, or denial of service attack.

Installed Software. XIID will provide Customer the Installed Software via a downloadable method from XIID’s web-site. The Installed Software is deemed accepted when downloaded by Customer.

Professional Services. Customer may request XIID to provide certain professional services that are ancillary to the Service, such as integration or customization (“Professional Services”). In such event, the parties will enter into a Statement of Work which sets forth the scope and description of the Professional Services, deliverables, parties’ responsibilities, completion dates, fees and payment terms, and any other relevant information.

4. Customer’s Responsibilities.

Customer Account. Customer is responsible for all activities that occur under Customer’s account. Customer will: (i) use commercially reasonable efforts to prevent unauthorized access to, or use of, the Service and notify XIID promptly of any such unauthorized use; and (ii) comply with all applicable local, state, federal, and foreign laws in using the Service.

Users. Customer will make each User subject to terms and conditions which protect XIID, its rights, the Service, and the Technology, which terms and conditions shall be no less stringent than those outlined in this Agreement. Customer will be responsible for all Users’ use of the Service and the Users’ acts and omissions as though such acts and omissions were taken by Customer. Customer will provide support to Users to the same extent as it provides support with respect to its other web properties and services, but in no event less than industry standard or reasonable efforts; provided, however, Customer may engage XIID to provide support to Users on its behalf by entering into a SOW with XIID for such support services. Customer will further be responsible for any unauthorized use of the Service by any third party utilizing the Service from Customer’s system where reasonable diligence in protecting the Service would have avoided such unauthorized use.

Interoperability. The Services may contain features designed to interoperate with non-XIID applications and data sources. XIID is not responsible for data integrity, data exchanges and interoperability with these non-XIID sources nor does XIID have any obligation to validate operation of such non-XIID applications with the Service. If the non-XIID application ceases to function properly, it is the Customer’s responsibility to troubleshoot the issue and get their solution operational. Customer’s account will still be considered active during this period and Customer agrees it is not eligible for any refund, credit, or other compensation. Any combination of any non-XIID application with the Service is the responsibility of Customer including that outlined in Section 9 below.

Attribution and Publicity. Customer will not remove any XIID trademarks and logo(s) from the materials and/or Technology provided by XIID, including any XIID trademarks and logo(s) in any publications, marketing materials, broadcast presentations or Web site owned, operated or controlled by Customer, which markets, promotes, references, displays, or uses data from, or relates to, the Service. XIID and its affiliates will be permitted to use Customer’s name and logo on the XIID website, in testimonial content, in press releases, and within marketing materials. All such use and display will be in accordance with Customer’s Trademark Usage Guidelines if communicated to XIID from time to time in advance of publication. Either party may issue press releases relating to this Agreement, provided that the other party explicitly approves the content of any such press releases.

5. Fees & Payment.

Fees. Customer will be charged each month for Customer’s use of the Service. Fees for the Service are those published by XIID on XIID’s web-page, which can be updated and modified at any time by XIID.

Invoicing & Payment. Invoicing and collection shall be through a third-party payment service contracted by XIID, and based upon the number of uses of the Service each month as tracked by XIID. All payments made under this Agreement will be in United States dollars. Customer acknowledges that billing will normally be immediate through a method set up by the contracted third-party such as credit card payment.

Late Payment. If Customer’s account is 14 (fourteen) days or more overdue, such as resulting from inability of XIID to collect via the method set up as outlined in Section 5.2 above, in addition to any of its other rights or remedies, XIID reserves the right to suspend the Service provided to Customer, without prior notice to Customer or liability to XIID, until such amounts are paid in full. Any payment not received from Customer by the due date may accrue, at XIID’s discretion, late charges at the rate of one and a half percent (1.5%) of the outstanding balance per month, or at the maximum rate permitted by law, whichever is lower; from the date such payment was due until the date paid.

Taxes. XIID’s fees are exclusive of all local, state, federal, and foreign taxes, levies, or duties of any nature ("Taxes"), and Customer is responsible for payment of all Taxes, excluding only United States taxes based on XIID’s income. If XIID has the legal obligation to pay or collect taxes for which Customer is responsible pursuant to this Section 5.4, the appropriate amount will be invoiced to and paid by Customer, unless Customer provides XIID with a valid tax exemption certificate authorized by the appropriate taxing authority.

6. Proprietary Rights.

Ownership. XIID owns all rights, title and interest in and to (i) the XIID name and logo, all the product names associated with the Service, and other trademarks; and (ii) the Technology and all combinations, collections and/or derivative works thereof, and any other documents, user interfaces, technology, know-how and other trade secrets, designs, inventions, and other tangible or intangible technical material or information used to provide the Services, and/or conceived or developed by XIID, and all intellectual property rights (including all patents, patent applications, inventions whether applied for patent protection or not, copyrights and all rights pertaining to Copyright, trademarks and trade secrets) therein (collectively from (i)- (ii), "XIID IP Rights"). Other than as expressly set forth in this Agreement, no license or other rights in the XIID IP Rights are granted to the Customer, and all such rights are hereby expressly reserved.

Restrictions. Customer will not (i) license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the Service in any way; (ii) modify any part of the Service in any way or make derivative works based on the Service; (iii) frame or mirror any part of the Service or (iv) reverse engineer or reverse compile/decompile the Service or cause another party to do so. Customer may use the Service only for its internal business purposes and will not: (a) interfere with or disrupt the integrity or performance of the Service or the data contained therein; or (b) attempt to gain unauthorized access to the Service or its related systems or networks. Customer shall not bundle or combine the Service with any product or service not supplied by XIID without the express permission of XIID. IN NO EVENT SHALL CUSTOMER UTILIZE THE SERVICE IN ANY WAY, OR CAUSE ANY OTHER PARTY TO UTILIZE THE SERVICE IN ANY WAY, OR COMBINE THE SERVICE WITH ANY OTHER SERVICE OR PRODUCT, IN ORDER TO BUY OR CREATE ANY PRODUCT OR SERVICE WHICH COMPETES WITH ANY SOFTWARE, PRODUCT OR SERVICE OFFERED BY XIID.

7. Confidentiality.

Definition of Confidential Information. As used herein, "Confidential Information" means all non- public information of a party ("Disclosing Party") which the Disclosing Party designates in writing as being confidential when it discloses such information to the other party ("Receiving Party"), including without limitation, the terms and conditions of this Agreement and the terms set forth on the Order Form (which will be deemed Confidential Information of both parties), business and marketing plans, technology and technical information, designs, and business processes (whether in tangible or intangible form, in written or in machine readable form, or disclosed orally or visually). Confidential Information will not include any information that:(i) is or becomes generally known to the public without the Receiving Party's breach of any obligation owed to the Disclosing Party; (ii) was independently developed by the Receiving Party without the Receiving Party's breach of any obligation owed to the Disclosing Party; or (iii) is received from a third party who obtained such Confidential Information without any third party's breach of any obligation owed to the Disclosing Party. Notwithstanding anything above to the contrary, the Service is and will be deemed Confidential Information of XIID whether marked confidential or not.

Protection. Each party will not disclose the other party’s Confidential Information, or use the other party’s Confidential information for any purpose other than to perform its obligations or exercise its rights under this Agreement, and will protect the confidentiality of the Confidential Information of the other party in the same manner that it protects the confidentiality of its own proprietary and confidential information of like kind, but in no event will either party exercise less than reasonable care in protecting such Confidential Information.

Compelled Disclosure. If the Receiving Party is compelled by law to disclose Confidential Information of the Disclosing Party, it will provide the Disclosing Party with prior written notice of such compelled disclosure and reasonable assistance (at Disclosing Party's cost) if the Disclosing Party wishes to contest the disclosure.

Remedies. If the Receiving Party discloses or uses (or threatens to disclose or use) any Confidential Information of the Disclosing Party in breach of this Section 7, the Disclosing Party will have the right, in addition to any other remedies available to it, to seek injunctive relief to enjoin such acts, it being specifically acknowledged by the parties that any other available remedies are inadequate.

8. Warranties & Disclaimers.

General Warranties. Each party represents and warrants that (a) it has full right, power, and authority to agree to the terms and conditions of this Agreement and to perform its obligations and duties hereunder (including the right to grant the license under Section 2); (b) the performance of such obligations and duties does not and will not conflict with or result in a breach of any other agreement of such party or any judgment, order, or decree by which such party is bound; and (c) it will comply at all times with all applicable laws and regulations in its performance under this Agreement.

Customer Representations and Warranties. Customer represents and warrants that it will use the Service only for lawful purposes and in accordance with this Agreement. In the event of any breach of any of the foregoing warranties, in addition to any other remedies available at law or in equity, XIID will have the right to suspend immediately any of the Service to prevent harm to XIID or its business. If practicable, XIID will provide notice to Customer and opportunity to cure, which cure must be taken within thirty (30) days of notice of the breach from XIID. Once cured, in XIID’s discretion, XIID will use reasonable efforts to restore the Service to Customer pursuant to this Agreement.

XIID’s Warranties. XIID represents and warrants that the Service will perform, under normal use and circumstances, substantially in accordance with the user guide published by XIID.

Disclaimer of Warranties. EXCEPT AS EXPRESSLY PROVIDED HEREIN, XIID MAKES NO WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE AS TO THE FUNCTIONALITY OR OPERATION OF THE SERVICE. XIID HEREBY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

9. Indemnification.

Indemnification by XIID. Subject to the terms and conditions of this Agreement, XIID will indemnify Customer against any loss or damage (including without limitation reasonable attorney's fees) awarded in judgment or agreed in settlement in connection with any claim, suit, action, or proceeding in connection with claims, demands, suits, or proceedings ("Claims") made or brought against Customer by a third party alleging that the Technology, as supplied by XIID, infringes the intellectual property rights of a third party, provided, that Customer (a) promptly gives written notice of the Claims to XIID; (b) gives XIID sole control of the defense and settlement of the Claims; and (c) provides to XIID, at XIID’s cost, all reasonable assistance. XIID will have no obligations to Customer under this Section 9.1 to the extent such Claim(s) arise from Customer’s or User’s breach of the terms and conditions of this Agreement, XIID’s compliance with Customer’s written instructions, or the combination of the Technology or Service with any other products, services, hardware or business processes not specifically supplied by XIID to Customer where the Claim would be avoided by use of the Technology or Service without the combination. If any Claim is made or, in XIID’s sole judgment, is likely to be made, XIID may, at its discretion, either:(i) procure for Customer the right to continue to use the Service, as such use is specifically provided for in this Agreement, (ii) replace or modify the Technology to avoid infringement, or (iii) terminate this Agreement upon written notice to Customer and refund any paid but unused fees to Customer.

Indemnification by Customer. Subject to the terms and conditions of this Agreement, Customer will defend, indemnify, and hold XIID harmless against any loss or damage (including without limitation reasonable attorney's fees) awarded in judgment or agreed in settlement in connection with Claims made or brought against XIID by a third party (i) arising out of Customer’s breach of Section 7.2, 8.1 or 8.2 or (ii) arising out of a combination of the Technology or Service with any other product not expressly approved by XIID; provided, that XIID (a) promptly gives written notice of the Claim to Customer; (b) gives Customer sole control of the defense and settlement of the Claim (provided that Customer may not settle or defend any Claim unless it unconditionally releases XIID of all liability); and (c) provides to Customer, at Customer's cost, all reasonable assistance.

10. Limitation of Liability.

IN NO EVENT WILL XIID BE LIABILE TO CUSTOMER FOR ANY LOST PROFITS, LOSS OF DATA, LOSS OF USE, COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES HOWEVER CAUSED AND, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY WHETHER OR NOT XIID HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. IN NO EVENT WILL XIID’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, EXCEED THE AMOUNTS ACTUALLY PAID BY CUSTOMER FOR THE SERVICE DURING THE TWELVE-MONTH PERIOD IMMEDIATELY PRECEDING THE DATE THE CAUSE OF ACTION AROSE.

11. Term & Termination.

Term. This Agreement takes effect on the Effective Date and will continue for a period of one year whereupon this Agreement will automatically renew unless sooner terminated pursuant to the terms and conditions of this Agreement.

Termination for Cause or Business Reason. A party may terminate this Agreement for cause: (i) upon thirty (30) days written notice of a material breach to the other party, provided such breach remains uncured at the expiration of the notice period; or (ii) if the other party becomes the subject of a petition in bankruptcy or any proceeding relating to insolvency, receivership, liquidation, or assignment for the benefit of creditors. XIID may terminate this Agreement immediately after written notice to Customer if Customer materially breaches Section 4.1, 4.4, 6.2, 7, 8.2 or 9.2.

Termination for Convenience. Either party may terminate this Agreement at the end of the Term or each successive renewal time upon giving the other party thirty (30) days written notice of intent to terminate.

Effect of Termination. Upon termination of this Agreement for any reason, Customer’s right to utilize the Service, including Users’ rights, shall immediately terminate. Termination will not relieve Customer of the obligation to pay any fees accrued or payable to XIID prior to the effective date of termination.

Surviving Provisions. The following provisions will survive the termination or expiration of this Agreement for any reason and will remain in effect after any such termination or expiration: Sections 5 (for all fees unpaid), 6, 7, 9, 10, and 12.3.

12. General Provisions.

Modification; Waiver. This Agreement may not be altered, amended or modified in any way except by a writing signed by both parties. The failure of a party to enforce any provision of this Agreement will not be construed to be a waiver of the right of such party to thereafter enforce that provision or any other provision or right.

Severability. In the event that any provision of this Agreement is determined to be invalid, illegal or unenforceable by a court of competent jurisdiction, the remainder of the Agreement will remain in full force and effect without said provision unless the invalidating of the provision alters the essence of this Agreement, whereupon the entire Agreement shall terminate.

Governing Law; Jurisdiction. This Agreement will be governed by both the substantive and procedural laws of the State of Utah with venue in the federal or state courts of Salt Lake County.

Entire Agreement. This Agreement constitutes the entire agreement and supersedes all prior or contemporaneous oral or written agreements regarding the subject matter hereof.

Compliance With Laws. In performing this Agreement, each party will comply with all applicable laws and government regulations at all times, including but not limited to any applicable laws and regulations of the United States and other jurisdictions relating to export or re-export of technology, consumer protection, information access and privacy.

No Partnership or Joint Venture. XIID and Customer are independent contractors and this Agreement will not establish any relationship of partnership, joint venture, employment, franchise or agency between XIID and Customer. Neither party has any right or authority to assume or create any obligations of any kind or to make any representation or warranty on behalf of the other party, whether express or implied, or to bind the other party in any respect whatsoever.

Assignment. Customer may not assign or transfer, whether voluntarily, by operation of law, or otherwise, any rights or delegate any duties under this Agreement without the prior written consent of XIID. Any assignment or transfer of this Agreement made in contravention hereof will be null and void. Subject to the foregoing, this Agreement will bind and inure to the benefit of the parties and their respective successors and permitted assigns.

Section Headings. The section headings contained in this Agreement are for reference purposes only and will not affect in any way the meaning or interpretation of this Agreement.

Notices. Any notice required or permitted by this Agreement will be in writing and will be sent by facsimile, email, internationally recognized courier or personal delivery, addressed to the other party at the above address or at such other address for which such party gives notice hereunder. Notice is effective upon receipt.

Force Majeure. XIID will not be liable for failure to perform or delay in performing any obligation under this Agreement if such failure or delay is due to fire, flood, earthquake, strike, war (declared or undeclared), embargo, blockade, legal prohibition, governmental action, riot, insurrection, damage, destruction, power outage, telephone outage, internet access provider failure, or any other similar cause beyond the control of XIID.

Privacy and Personal Data. As a licensee of XIID’s SaaS Service and pursuant to this Agreement, Customer acknowledges that certain personal data that identifies Customer and Customer’s User(s) must be maintained and stored with XIID and/or a sub-contractor of XIID for the purpose of the operation of the Service and billing/payment. The personal data that will be maintained includes the data/information Customer/User(s) gave or will give for authentication to utilize the Service and for billing/payment. For any personal data that is maintained/stored by XIID (and/or its sub-contractor(s)), Customer and/or User(s) have the right to access, correct and/or delete their respective personal data, revoke consent for XIID to use such personal data, and/or move the personal data elsewhere. The personal data will be utilized for authentication/access to the Service, will be maintained and utilized for as long as Customer is licensed pursuant to this Agreement, and will not be shared with any third party except a sub-contractor of XIID under contract with XIID to assist in the operation of the Service and who is under strict requirements pursuant to contract to maintain the personal data in the manner outlined in this notice. If Customer and/or User(s) choose to delete the respective personal data, revoke consent for XIID to use the personal data, and/or move the personal data elsewhere (thus revoking XIID’s right to use it), Customer and/or User(s) acknowledge that this Agreement terminates as well as all rights to utilize the Service because Customer and/or User(s) will no longer be able to authenticate in order to utilize the Service. Customer shall ensure that this Privacy and Personal Data notice is given to all of Customer’s Users at the time such Users activate an account and/or are given access pursuant to this Agreement to the Service. Any and all questions concerning this notification, and any and all requests for modification or deletion of personal data must be directed to XIID Corporation, Legal Department, c/o Jordan Powell, General Counsel.