MASTER SERVICES AGREEMENT

THIS MASTER SERVICES AGREEMENT (this “Agreement”), together with any exhibits, statements of work, and appendices attached hereto, governs your relationship as a client (“Client”) of Social Growth Strategies LLC d/b/a Vengreso, a Delaware limited liability company with a principal mailing address of 1547 Palos Verdes Mall, Suite 250, Walnut Creek, CA 94597 (“Vengreso”). Client and Vengreso are sometimes referred to herein individually as a “Party” and collectively as the “Parties.” Vengreso reserves the right to suspend or terminate accounts used for activity prohibited by this Agreement. Vengreso additionally reserves the right to update and change this Agreement by posting updates and changes to the website located at www.vengreso.com (the “Website”).

1.               Services. Client is entering into this Agreement for Vengreso to provide one or more professional managed services or sales training programs regarding, among other things, Client’s business strategies, sales operations, sales logistics, appointment setting, and business development (“Programs”), with applicable terms being fully set forth on appendices incorporated herein by reference.  In order to maximize the impact and results for Client, where applicable, Vengreso will perform research, development, and planning of customized programs and services tailored to address Client’s unique needs, objectives, and stakeholders.  The specific scope of work and services to be performed by Vengreso in connection with the Programs selected by Client has been provided directly to Client or has been made accessible on the Website, and is incorporated herein by reference (may be referred to interchangeably as a “Statement of Work”, “SOW”, or in the form of a “Quote”).

2.               Pricing & Payment, Expenses.

a.                Pricing & Payment. The pricing for the selected Programs and its respective payment schedule has been provided directly to Client or has been made accessible on the Website. Some Programs require payment of an annual membership fee, and Client acknowledges and agrees that such fees will be charged on the annual renewal date. Although Vengreso may provide some Clients with discounts on particular Programs, any subsequent annual renewal fees will not be discounted and will be billed at the full rate. Unless otherwise specified in the respective payment schedule, Client shall pay all amounts due upon acceptance of this Agreement. Vengreso shall impose a late fee of twelve percent (12%) of the balance owed to all balances not paid within sixty (60) days of when due. Additionally, Client agrees to pay all costs associated with collecting any unpaid balances, including but not limited to attorney’s fees.

b.               Expenses. Where applicable, Client shall reimburse Vengreso for reasonable travel and other business expenses incurred by Vengreso in the performance of the duties hereunder, as they may be amended from time to time during the course of this Agreement.

3.               Term. The Term of this Agreement shall commence upon Client’s acceptance of this Agreement and shall continue until completion of the Programs as set forth on the applicable Statement of Work (if any), or until completion of the annual renewal period (if any), unless terminated earlier as set forth herein (the “Term”).

4.               Usage of the Programs.

  • Non-exclusive; Non-commercial Use.The Programs, including all materials and playbooks therein, are offered to Client on a non-exclusive basis for its sole, personal, non-commercial use. All materials and playbooks provided to Client in connection with the Programs are licensed to Client on a per-user basis within the Client’s organization (each approved Client user a “Participant”). Client may not repurpose any Program materials for group trainings or share any Program materials with any person or entity other than Client.
  • No Illegal, Unintended or Unauthorized Use. Client may avail itself of the Programs solely for the intended purposes, through their normal functionality. Client may not use the Programs for any illegal or unauthorized purposes. Client may not use the Programs in a way that could damage its content or impair their operation in any way. Client agrees not to access, or attempt to access, any portion of the Programs by any means other than through the interface that is provided by Vengreso, unless Client has specifically been allowed to do so in a separate agreement executed by Vengreso. Client specifically agree not to access, or attempt to access, any portion of the Programs through any automated means, including use of scripts or bots.
  • Vengreso’s Content. Vengreso owns and retains all right, title, and interest in and to the Programs, and all related technology, materials, data, tools, widgets, user activity reports, intellectual property, programming, development and design, including but not limited to the front and backend systems, visual design, instructions, video, content, Internet website(s) and accompanying databases. However, Vengreso does not own the Client’s weblink properties. All of the content in the Programs, including without limitation, the playbooks, text, software, scripts, graphics, photos, sounds, music, videos, interactive features, designs, trademarks, service marks, trade dress and logos contained herein (marks), are owned by or licensed to Vengreso, subject to copyright and other intellectual property rights under the law. Content is provided to Client on an “as is” basis for its information and personal use only and may not be copied, reproduced, distributed, transmitted, displayed, publicly performed, sold, licensed, or otherwise exploited for any other purposes whatsoever without the prior written consent of the respective rights holders. For on-demand Clients, Vengreso’s playbook is only provided to the number of Participants for whom Client purchased the rights of use and who have purchased Vengreso’s training program, and shall not be provided to any third party, including others within the Client’s business, without Vengreso’s prior written consent. Each additional Participant is required to purchase the playbook from Vengreso. Additional information related to the ownership and use of Vengreso’s playbooks is described in the Statement of Work available to Client, and incorporated herein by reference.
  • Client Accounts. In order to access certain features of Programs, Client may be required to create and/or log into a unique user account of its own. Use of another’s account is not permitted. When creating its account, Client must provide accurate and complete information.  Client is solely responsible for the activity that occurs in its account. Client also is responsible for maintaining the security of its account password, as well as the passwords of any third-party services that Client may have elected to link to its account.  Client agrees to notify Vengreso immediately of any breach of security or unauthorized use of its account. Vengreso reserves the right to reclaim usernames on behalf of businesses or individuals that hold legal claim or trademark on those usernames.
  • Client Content. Certain Programs may provide Client with the ability to post comments or share content (“Client Content”). Client grants to Vengreso a non-exclusive, royalty-free, transferable, sub-licensable, worldwide license to use, store, display, reproduce, modify, create derivative works, perform, and distribute Client Content on the Website or through the Programs. For the avoidance of doubt, unless otherwise agreed by the Parties, Client Content shall not constitute confidential information, and the disclosure of Client Content shall not implicate Section 5 of this Agreement. In addition, Client represents, warrants and agrees that Client owns or has all licenses and rights to use and to authorize Vengreso to enable, use, display, and distribute Client Content.  Vengreso reserves the right to remove any material Client post at any time and for any reason.  Client Content that constitutes inappropriate or illegal behavior, including without limitation, abusive, defamatory, obscene, or inflammatory comments, or posts that violate local rules regarding online conduct are strictly prohibited.  Vengreso reserves the right to take down all such Client Content.  Vengreso further reserves the right to take down Client Content that is reported as spam or Client Content that creates technical issues.
  • Licensing. Beginning with implementation and throughout the Term of the Programs, Vengreso will provide to Client questionnaires, templates, workbooks, playbooks, videos, audiocasts, tracking sheets, on-demand training material, PowerPoint decks, live or recorded trainings, or other similar materials. In all such cases, Vengreso is licensing use of these materials to Client for the Term and for each renewal period (provided the Parties renew the Agreement) to only those approved individuals who may need it for implementation and set-up, and to the Participants for which Client has purchased the Programs as identified in the applicable Statement of Work, if any. The foregoing materials shall not be provided to any third party, including others within the Client’s business, without Vengreso’s prior written consent. For illustrative example, if Client purchases the Programs for 50 of its Participants, then each of those 50 Participants will be assigned a username with access to the Programs, and only those specific Participants are permitted to access the Programs in accordance with the terms of this Agreement and the applicable Statement of Work, if any. Once a username is assigned to a specific Participant, it must only be used by that specific Participant. Any additional Participants of the Client are required to purchase a license to use from Vengreso at the following rates: LinkedIn Profile Makeover for Teams Workbook is $350.00 per Participant for a 12-month license; or LinkedIn Sales Mastery, or Selling with Video, all for either Individual Clients or Teams Clients (defined below), must purchase a 12-month license at the rates defined in the applicable Statement of Work.
  • Local Rules. Client hereby agrees to comply with all applicable local rules regarding online conduct and acceptable content. Vengreso may remove content and accounts containing content that Vengreso determines in its sole discretion are unlawful, offensive, threatening, libelous, defamatory, obscene or otherwise objectionable or violates any third party’s intellectual property or other legal rights.

5.               Confidential Information.

  1. Definition of Confidential Information. Vengreso proposes to disclose certain of its confidential and proprietary information (the “Confidential Information”) to Client. Confidential Information shall include all Program content, data, materials, products, technology, computer programs, specifications, manuals, business plans, software, marketing plans, business plans, financial information, and other information disclosed or submitted, orally, in writing, or by any other media, to Client by Vengreso. Nothing herein shall require Vengreso to disclose any of its information.
  2. Exceptions. Notwithstanding the foregoing, “Confidential Information” shall not mean any information which:
    1. was in the public domain at the time it was disclosed or has entered the public domain through no breach of this Agreement;
    2. was known to the receiving party, without restriction, at the time of disclosure, as demonstrated by files in existence at the time of disclosure;
    3. was independently developed by or for the receiving party without any use of the Confidential Information of the disclosing party, as demonstrated by files created at the time of such independent development;
    4. becomes known to the receiving party, without restriction, from a source other than the disclosing party without breach of this Agreement by the receiving party and otherwise not in violation of the disclosing party’s rights; or
    5. is disclosed generally to third parties by the disclosing party without restrictions similar to those contained in this Agreement.
  3. Non-Disclosure of Vengreso’s Confidential Information. Client agrees that the Confidential Information is to be considered confidential and proprietary to Vengreso and Client shall hold the same in confidence, shall not use the Confidential Information other than for the purposes of its business with Vengreso, and shall disclose it only to its officers, directors, or employees with a specific need to know. Client will not disclose, publish, or otherwise reveal any of the Confidential Information received from Vengreso to any other party whatsoever except with the specific prior written authorization of Vengreso. Confidential Information furnished in tangible form shall not be duplicated by Client except for purposes of this Agreement. Upon the request of Vengreso, Client shall return all Confidential Information received in written or tangible form, including copies, or reproductions or other media containing such Confidential Information, within ten (10) days of such request. At Client’s option, any documents or other media provided by Vengreso containing Confidential Information may be destroyed by Client. Client shall provide a written certificate to Vengreso regarding destruction within ten (10) days after receipt of request.
  4. Term of Confidentiality Obligations. The confidentiality obligations of Client herein shall be effective twenty-four (24) months from the date Vengreso last discloses any Confidential Information to Client pursuant to this Agreement. Further, the obligation not to disclose shall not be affected by bankruptcy, receivership, assignment, attachment or seizure procedures, whether initiated by or against Client, nor by the rejection of any agreement between Vengreso and Client, by a trustee of Client in bankruptcy, or by the Client as a debtor-in-possession or the equivalent of any of the foregoing under local law.
  5. Non-Disclosure of Client’s Confidential Information. Vengreso agrees not to disclose or communicate, in any manner, either during or after the Term of this Agreement, confidential information about Client, its operations, clientele, or any other aspects of the business of Client including, but not limited to, the names of its customers, its marketing strategies, operations, or any other information of any kind which would be deemed confidential, a trade secret, a customer list, or other form of proprietary information of Client. Vengreso acknowledges that the above information is material and confidential and that it affects the profitability of Client. To the extent Vengreso needs to disclose confidential information, it may do so only after obtaining written authorization from the Client

6.               Representations and Warranties.

  1. Interactions with Other Vengreso Clients. The Programs may provide Client with the opportunity to interact with other Vengreso clients or other users of the Programs.  Client is solely responsible for its interactions with other Vengreso clients or other users of the Programs. Vengreso is not responsible for the conduct of any other client. Client understands that Vengreso currently does not conduct criminal background checks or screenings on its clients. Vengreso also does not inquire into the backgrounds of all of its clients or attempt to verify the statements of its clients. Vengreso makes no representations or warranties as to the conduct of clients or their professional qualifications or ability to provide services. Vengreso reserves the right to conduct any criminal background check or other screenings (such as sex offender register searches), at any time and using available public records.  In no event shall Vengreso, its affiliates or its partners be liable (directly or indirectly) for any losses or damages whatsoever, whether direct, indirect, general, special, compensatory, consequential, and/or incidental, arising out of or relating to the conduct of Client or anyone else in connection with the use of the Website or Programs including, without limitation, death, bodily injury, emotional distress, and/or any other damages resulting from communications or meetings with other clients or persons Client meets through the Programs.  Client agrees to take all necessary precautions in all interactions with other clients, particularly if Client decides to give money to another client.  Client understands that Vengreso makes no guarantees, either express or implied, regarding Client’s experience with individuals Client meets through the Programs.
  2. Social Media Networks. The Programs may require Vengreso to use various third-party platforms, including but not limited to social media networks. Client acknowledges that all social media networks each have their own terms of use and associated policies. Client acknowledges that in some cases Vengreso may need to log in to Client’s social media account in order to perform services in connection with the Programs, and authorizes Vengreso to do so. Vengreso is not responsible in any way, shape, or form, now or at any time in the future, for Client’s or Participants’ compliance or lack thereof with such terms of use and associated policies.
  3. Indemnity. Client represents and warrants that all textual, graphical, audiovisual, and other works and materials provided or used by Client in connection with this Agreement shall not infringe on the intellectual property rights of any third party, and Client shall indemnify, defend, and hold harmless Vengreso from and against all third-party claims of intellectual property infringement arising from such works and materials.
  4. Third Party Products. Any information or materials which are provided or maintained by a third party such as linked sites which may be accessed throughout the Programs are provided on an “as is” basis. Vengreso does not warrant or bear responsibility for the performance of any third-party products or services which are not directly integrated into Vengreso service deliverables. The Client’s sole and exclusive rights and remedies with respect to any third-party product or service, including rights and remedies in the event a third-party product or service gives rise to an infringement claim, will be against the third-party vendor and not against Vengreso. Vengreso shall assign to Client any assignable warranties it may receive from any such third-party vendor.
  5. Vengreso Warranties. Vengreso represents and warrants that its services will be performed in accordance with applicable professional standards, and that any and all information provided to the Client will be used for the purpose of the services defined by this Agreement. With the exception of gross negligence or malfeasance, Vengreso’s liability under this Agreement shall not exceed the fees and expenses paid to it pursuant to this Agreement, nor will Vengreso be liable for any indirect, consequential, or incidental damages, lost profits, or any other pecuniary loss arising out of this Agreement.
  6. Disclaimer. Results from the services provided by Vengreso herein are dependent in part on Client’s cooperation and willingness to implement Vengreso’s marketing recommendations. Failure to implement such recommendations may have a negative impact on the results. Failure to respond to recommendations made in response to technology changes not controlled by Vengreso, such as revisions by search engines, may also have a negative impact on results.  Vengreso makes no warranty or guarantee of any kind, either expressed or implied, by fact or law, other than those expressly set forth in this Agreement. Vengreso makes no warranty or condition of fitness for a particular purpose nor any warranty or condition of merchantability for the products associated with the Programs.  Any other warranties made prior to or subsequent to the acceptance of this Agreement, either implied or explicit, shall be considered null and void.
  7. Risk-Free Guarantee. Vengreso provides its Clients with a “Risk-Free Guarantee” on some of its Programs purchased after July 18, 2019, with applicability determined by Vengreso in its sole discretion. For Clients who purchased Vengreso’s Individual Program (“Individual Clients”) to be eligible for the Risk-Free Guarantee, Individual Clients must: (1) complete 100% of the Program within three (3) months of the date of purchase; (2) provide written notice to [email protected] within thirty (30) days of completion of the Program, and (3) submit responses through Vengreso’s final course survey. The responses to the survey’s questions regarding the overall rating of the experience and quality of the Program must indicate a satisfaction rating of 1 or 2. For Clients who purchased Vengreso’s Teams Program (“Teams Clients”) to be eligible for the Risk-Free Guarantee, Teams Clients must: (1) complete 100% of the Program by 100% of the Participants by the agreed-upon schedule as originally launched with the Client in Vengreso on-demand; (2) provide written notice to [email protected] within thirty (30) days of completion of the Program, and (3) have 100% of the Participants submit responses through Vengreso’s final course survey. At least 60% of the Teams Clients responses to the survey’s questions regarding the overall rating of the experience and quality of the Program must indicate a satisfaction rating of 1 or 2. For both Individual Clients and Teams Clients, if Vengreso (in its sole discretion) determines a Client’s qualification hereunder, the Client gets their money back minus any fees associated with processing the transaction.

7.               Status of Independent Contractor. This Agreement does not constitute a hiring by either Party. It is the Parties’ intentions that Vengreso shall have an independent contractor status and not be an employee of Client. Vengreso shall retain sole and absolute discretion in the manner and means of carrying out its activities and responsibilities under this Agreement. This Agreement shall not be considered or construed to be a partnership or joint venture, and the Client shall not be liable for any obligations incurred by Vengreso unless specifically authorized in writing. Vengreso shall not act as an agent of Client, ostensibly or otherwise, nor bind Client in any manner, unless specifically authorized to do so in writing. Vengreso recognizes and understands that it will be required to file corporate and/or individual tax returns and to pay taxes in accordance with all provisions of applicable Federal and State law.

8.               Governing Law and Remedies.

  1. Governing Law and Rules. . This Agreement shall be governed by the laws of the State of California without reference to its conflicts of law provisions. Venue for any and all disputes arising out of this Agreement shall be the California county of Vengreso’s choice
  2. Remedies. In the event of a dispute or misunderstanding between the Parties that may arise out of or relating to the performance, operation, or interpretation of any provision of this Agreement, the appropriate representatives of the Parties’ executive management shall first try to meet in an effort to resolve such dispute amicably. If any dispute is not resolved amicably, either Party may seek legal and equitable remedies available.

9.               Termination.This Agreement may be terminated prior to the completion or achievement of the services contemplated herein by either Party giving sixty (60) days written notice. Such termination shall not prejudice any other remedy to which the terminating Party may be entitled, either by law or in equity. Vengreso also may terminate this Agreement for Cause (defined below), should Client fail to cure such cause within a period of seven (7) days after receipt from Vengreso of a written notice specifying the cause. “Cause” shall mean misconduct, failure to pay invoices when due, use of the Program or Vengreso services or materials in the commission of any unlawful act or inappropriate behavior, or a breach of the terms of this Agreement.

10.            Duties Upon Termination. Upon termination of the Agreement for any reason, Vengreso shall immediately discontinue the Programs with respect to Client. Client shall deliver to Vengreso true and correct originals thereof and all copies of Program materials in its possession except that Client may retain photocopies of all relevant documents for its own files, and all other materials relating to orders placed, bills, and invoices under this Agreement. No action taken by Vengreso after termination shall prejudice any other rights or remedies of Client provided by law, by this Agreement, or otherwise upon such termination. Should termination of the Agreement be partial, Vengreso shall proceed to complete the portions of the Programs that were not subject to the termination. Within thirty (30) business days of termination, Client shall pay Vengreso the full balance due for all fees and expenses related to the Programs that Client became obligated to pay upon acceptance of this Agreement. For Programs requiring payment of an annual renewal fee, Client agrees that such annual fees are nonrefundable, and that any such fees paid will be retained by Vengreso for the remainder of the annual period, and will be canceled in the following renewal period. Client agrees that its payment obligations pursuant to this Agreement are not subject to setoff, and that all fees and expenses paid are nonrefundable.

11.            Miscellaneous.

  1. Severability. If any portion or provision of this Agreement is determined to conflict with any applicable laws or to be otherwise invalid or unenforceable, such portion of this Agreement shall be revised as necessary to fulfill the Parties’ intent and purpose in entering into this Agreement.
  2. Notices. Any notice required or permitted hereunder shall be given in writing and deemed effectively given as follows: (a) upon personal delivery; b) three (3) days after deposit in the United States mail by certified or registered mail (return receipt requested); (c) one (1) business day after its deposit with any return receipt express courier (prepaid); or (d) one (1) business day after transmission by telecopier, addressed to the other Party at its address (or facsimile number, in the case of transmission by telecopier) as shown below its signature to this Agreement, or to such other address as such Party may designate in writing from time to time to the other Party.
  3. Entire Agreement. This Agreement, including all exhibits and appendices incorporated herein by reference; and the Statement of Work, pricing, and payment schedule for the selected Programs incorporated herein by reference; contains the entire agreement and understanding of the Parties and supersedes all prior discussions, agreements, and understandings relating to the subject matter hereof and may not be changed or modified, except by an agreement in writing executed by the Client and Vengreso.
  4. No Waivers. No failure by either Party to pursue any remedy resulting from a breach of any provision of this Agreement by the other Party shall be construed as a waiver of that breach or as a waiver of any subsequent or other breach unless such waiver is in writing and signed by an authorized representative of the non-breaching Party.
  5. Amendments. Vengreso reserves the right to update and change this Agreement at any time by providing notice directly to Client or by posting updates and changes to the Website. Client agrees to check the Website from time to time for any updates or changes to this Agreement.
  6. Assignment. Vengreso shall have the right to assign its rights and obligations under this Agreement so long as the assignment is to an entity owned in whole or in part by Vengreso or any of its owners. No approval by the Client to such an assignment shall be required, but Vengreso will endeavor to provide notice of such assignment to Client. Any other assignment by either Party is subject to written consent of the other Party.
  7. Survival. Following the expiration or termination of this Agreement, whether by its terms, operation of law, or otherwise, the terms and conditions set forth, as well as any term, provision, or condition required for the interpretation of this Agreement or necessary for the full observation and performance by each Party hereto of all rights and obligations arising prior to the date of termination, shall survive such expiration or termination.

APPENDIX A

FlyMSG Software

This Appendix A governs your relationship as it relates to obtaining a license for access and use of Vengreso’s FlyMSG Software accessible via the Vengreso Platform. Any capitalized terms used herein but not defined in this Appendix shall have the meanings ascribed to them in the Master Services Agreement, which is incorporated herein by reference. The Parties agree as follows:

  1. FlyMSG Software

1.1   FlyMSG Platform.  Client is engaging Vengreso to provide access to and use of the Vengreso Software, including, without limitation, the FlyMSG Software, on a licensed basis via the Vengreso Platform, as well as any other Services (as defined below) requested or necessary to generate and deliver the Deliverables.

1.2   Locations.  The method and means of providing the Services shall be under the exclusive control, management, and supervision of Vengreso, giving due consideration to the requests of Client. Currently, the Services are provided solely from within the United States and, where applicable, on computing and data storage devices physically located within the United States.

1.3   Definitions.  In addition to the terms defined in the Master Services Agreement, the following terms shall have the following meanings:

Customization” means a Service provided by Vengreso for the modification of the Platforms or other Services pursuant to specific requests by Client.

Data” means information provided by or for Client.  There are several different types of Data:

Client Data” means any Data owned or provided by Client directly or indirectly to Vengreso, including, without limitation, information about Client’s Users, whether or not hosted by Vengreso.

Hosted Data” means Client Data that Vengreso stores on servers or other computers owned or controlled by Vengreso.

Non-Hosted Data” means Data that is not Hosted Data, including any Data on Client’s servers or third-Party servers.

NPI Data” means any Data that does not contain Personal Information.

Error” means a reproducible failure of the Vengreso Software to perform in substantial conformity with the intended functionality of the Platforms, and any Customizations.

Mark” means a trademark, service mark or other brand associated with the Services, in accordance with applicable law.

Non-Personal Information” means any information that is not Personal Information.

Open Source Software” means computer programs that are (1) not public domain, (2) subject to some form of intellectual property ownership such as copyright or patent protection, (3) are made freely available at no charge to the general public by their owner, and (4) are licensed pursuant to a written document that may list one or more limitations on how licensees may use, modify and share the programs and derivative works (new versions) of the programs.

Personal Information” means non-public information that identifies an individual person.

Platforms” means the FlyMSG Services provided to Client through the Vengreso Website, mobile application, and any other applications or platforms utilized by Vengreso.

Privacy Policy” means Vengreso’s Privacy Policy regarding data privacy practices.

Services” means the FlyMSG services provided by Vengreso to Client via the Platforms, which may include access and use of the Vengreso Software, as well as ancillary services performed by Vengreso which may include Storage, Support, further analysis of Client Data, and training.

Website” means the Vengreso website or www.FlyMSG.io

Software” means computer programs.  There are several different types of Software:

Vengreso Software” means any Software developed and/or owned by Vengreso, including, without limitation, the FlyMSG Software, the Platforms, and any Customizations.

 “Third Party Software” means Software owned, distributed, or operated by third Parties.

Storage” means a Service provided by Vengreso for the hosting of Client Data by Vengreso.

Support” means a Service provided by Vengreso to assist Client and its Authorized Users upon specific request by Client regarding the use of the Services.

User” means Client’s employees, representatives, consultants, contractors or agents who are authorized to use the Service and have been supplied user identifications and passwords by Client or on Client’s behalf.

  1. Vengreso Services

2.1               General.  Vengreso shall provide Client’s Users access to and use of all or a portion of the Vengreso FlyMSG Software through the Platforms.

2.2               Accounts.  Vengreso requires a unique account and login for each User for greater security, and Client hereby covenants that Client will provide and assign a unique password and username for each User. Client is responsible for all actions attributable to its Users and for each Client Account. Client will be responsible for the confidentiality and use of Client’s (including its employees’) passwords and usernames. Allowing Users to share accounts increases the potential for inaccurate data tracking, security issues and trouble with terminated employees continuing to have access to the Services. Client hereby acknowledges and agrees that Vengreso shall not be responsible for any liability, actions, claims, or damages arising out of or in connection with inaccuracies of Data, any Data Breaches, or other problems or Errors with the Services as a result of Client allowing multiple Users to share any single account.   Client agrees to notify Vengreso if Client becomes aware of any loss or theft or unauthorized use of any of Client’s passwords, usernames, and/or account number(s).

2.3               Grant of License.  Subject to Vengreso’s continued timely receipt of Subscription Fees (defined below) during the Term of the Agreement, Vengreso grants Client a limited, revocable, non-exclusive, non-transferable, and worldwide right and license for Client and Client’s Users to access and use the Platform in accordance with the terms herein, as amended from time to time, solely in connection with the Services and solely for Client’s own internal business purposes (“License”).

2.4               Ownership.  All Vengreso Software and Services are and shall remain the property of Vengreso, and will be protected as Vengreso’s Confidential Information.  All templates and the results of Customization Services will be owned by Vengreso.  This Section shall survive any termination of the Agreement.

2.5               Open Source Software.  Vengreso may use Open Source Software as part of the Vengreso Software or to provide any of the Services.  Vengreso’s use of Open Source Software does not affect either Vengreso’s ownership of the Vengreso Software or Client’s ownership of the Client Data.

2.6               Third-Party Sites.  The Services may permit Client to link to other websites, resources, or online services (collectively, “Third-Party Sites”). Vengreso does not own or control any of the Third-Party Sites. Vengreso does not endorse or vouch for any Vengreso users, third Parties, or the information they share on the Platform or the Third-Party Sites. Client is responsible for all information that it receives, posts, shares or analyzes on or via the Platform, or otherwise. Vengreso does not verify the accuracy of any information provided by Third-Party Sites or other users. Any agreement between Client and a Third-Party Site is not modified nor affected by the Agreement with Vengreso. Client hereby acknowledges and agrees that Vengreso shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with Client’s use of or reliance on any Third-Party Site, and Client waives any claim against Vengreso with respect to Third-Party Sites.

3.                  Data and Storage

3.1               Overview.  The Services may include the allocation of Storage of information for Client on Vengreso’s servers.

3.2               Ownership.  Client Data shall be treated by Vengreso as Client’s Confidential Information.  Client Data shall include: (a) Data collected, used, processed, stored, or generated as the result of the Client’s use of the Services and its Users’ use of the Platform; and (b) Personal Information (including Personal Information about Client’s Users) collected, used, processed, stored, or generated as the result of the use of the Platform, including without limitation any information that identifies an individual.  Client Data is and shall remain the sole and exclusive property of Client and all right, title, and interest in the same is reserved by Client.  This Section shall survive the termination of the Agreement.

3.3               Vengreso Use of Client Data.  Client grants Vengreso a limited, worldwide, non-exclusive license to receive, store, process, modify, create derivative works of, and/or display Client Data for the sole and exclusive purpose of providing the Services for Client’s purposes during the term of the Agreement (“Client Data License”).  In addition, Client grants Vengreso a limited, worldwide, non-exclusive, transferable, perpetual, irrevocable license to anonymize the Client Data by removing Personal Information from the Client Data, and adding the anonymized Data to other NPI Data developed or maintained by Vengreso (the “NPI License”).  For clarity, anonymized versions of the Client Data are added to the NPI Data only after the Client Data has been scrubbed of any Personal Information. The remainder of the NPI Data includes metadata about how the Services are used and other Non-Personal Information. Vengreso shall keep and maintain Client Data in strict confidence as Client’s Personal Information, using such degree of care as is appropriate and consistent with its obligations as further described in the Agreement and applicable law to avoid unauthorized access, use, disclosure, or loss, and in no event less than a reasonable standard of care.  This Section shall survive the termination of the Agreement.

3.4               Extraction of Hosted Data.  Upon written notice by Client at any time during the Term of the Agreement, the Client may request, at additional cost, an extract of the Hosted Data in a format reasonably specified by Client and supported by Vengreso, which such extract shall be provided by Vengreso in accordance with Vengreso’s then-current fees within sixty (60) days following the date of request.  Following any termination of the Agreement, for a period of up to one (1) year after the date of termination, upon written request by Client, Vengreso shall, within sixty (60) calendar days of Client’s request and without charge, provide an extract of the Hosted Data in a format reasonably specified by Client and supported by Vengreso.

3.5               Backup and Recovery.  As a part of the Services, Vengreso is responsible for maintaining a backup of any Hosted Data and for an orderly and timely recovery of Hosted Data in the event that the Services may be interrupted.

3.6               Loss of Data.  In the event of any act, error or omission, gross negligence, or breach directly caused by Vengreso that compromises the security, confidentiality, or integrity of the Hosted Data, or the physical, technical, administrative, or organizational safeguards put in place by Vengreso for the protection, security, confidentiality, or integrity of Hosted Data (“Data Breach”), unless prohibited by applicable law Vengreso shall: (a) notify Client as soon as practicable after becoming aware of such occurrence; (b) cooperate with Client in investigating the occurrence, including making available all relevant records, logs, files, data reporting, and other materials required to comply with applicable law; and (c) in the case of Personal Information, at Client’s sole election, notify the affected individuals whose Personal Information was compromised as soon as practicable but no later than is required to comply with applicable law. Vengreso shall have no liability to Client for a Data Breach caused by a third Party, provided reasonable security measures and safeguards were put in place by Vengreso and were functional as of the date such Data Breach occurred.

  1. Support Services

4.1               Support Services.  Upon reasonable request of Client, Vengreso shall provide certain Support Services to Client’s Users.

  1. Deliverables

5.1               Ownership and Use of Deliverables.  Client Data entered by the Client and Client’s Users shall be used by Vengreso to create profiles (each, a “Deliverable,” and collectively, the “Deliverables”). Subject to Client’s ownership and license of Client Data pursuant to Section 3.3 above, Deliverables, and all intellectual property rights therein, are and shall remain the sole and exclusive property of Vengreso and all right, title, and interest in the same is reserved by Vengreso; provided, however, that Vengreso grants to the Client a nonexclusive, royalty-free, fully-paid, perpetual, irrevocable, transferable, worldwide license to make, use, import, copy, reproduce, distribute, modify, adapt, prepare derivative works of, display, perform, and otherwise exploit the Deliverables.  Client acknowledges and agrees that Client’s use of the Deliverables, including, without limitation, any action or decisions made by the Client in reliance on the analysis contained in the Deliverables is at the Client’s sole discretion, and Vengreso makes no representations, warranties, or covenants of any kind with respect to the Client’s use of Deliverables for Client’s business purposes.

  1. Subscription Plans, Fees and Payment.

6.1               Subscription Plans. Vengreso currently offers paid-subscription offerings (“Subscription(s)”), on a monthly or annual basis, (each, a “Subscription Plan”) granting access to the Client to use the Vengreso Software via the Platforms. Vengreso may, in its sole discretion, add, adjust, or remove all or a portion of its Subscription Plans. Client hereby authorizes Vengreso to charge either the Client’s credit card or use ACH for the payment of Subscription Fees upon the renewal of an applicable Subscription Plan period (“Recurring Charges”). In case of ACH, payments will be processed using a third-party merchant services provider. Each Subscription Plan includes restrictions and requirements that outline the features of the Platform and Services the Client may access, as well as the applicable Subscription Fees, and termination policies (the “Subscription Terms”). Any violation by the Client of the Subscription Terms may result in the immediate termination of the Subscription Plan and use of the Platform, as well as any other potential liability for violation of these terms and conditions.

6.2               Subscription Fees. As consideration for the Services provided by Vengreso, the Client agrees to pay to Vengreso the applicable subscription fees (“Subscription Fees”). Subscription Fees are due at the beginning of each subscription period (i.e., annually or monthly) and are not refundable. Subscription Plans shall automatically renew upon the conclusion of a subscription period unless the Client provides Vengreso with appropriate notice of cancellation. If Vengreso does not receive a Subscription Fee from the Client when due, then Vengreso may consider the Subscription Plan terminated by the Client for the Client’s convenience. Vengreso may charge other expenses and/or fees upon notice to the Client if and when such additional fees and expenses become applicable. Vengreso may, in its sole discretion change applicable fees for its Subscription Plans from time to time; provided, however, that any such changes to Subscription Fees shall not take effect until the start of the next subscription period for the Client’s applicable Subscription Plan. Client shall be responsible for Vengreso’s attorney’s fees in connection with the collection of any of Client’s Subscription Fees.

6.3                Changes or Cancellation of Subscription Plan.  The Client may switch to a different Subscription Plan at any time. The effective date of the new Subscription Plan will commence on the day immediately following the final day of the preceding subscription period. If the Client wishes to cancel an existing Subscription Plan in its entirety, the Client may do so upon providing Vengreso with written notice of the cancellation. The cancelled Subscription Plan shall terminate as of the final day of the subscription period in effect on the date of Client’s notice of cancellation. For clarity, if Client voluntarily cancels its Subscription prior to the end of a current subscription period, the Client shall owe the full amount of the current Subscription Plan’s Subscription Fees through the completion of the current subscription period. Upon the effective date of a cancelled Subscription, the Client shall have no further access to the Platform, and the Agreement shall be deemed terminated as of the effective date of the cancellation.

6.4               Taxes.  Vengreso will add to each invoice any sales or other taxes assessed or required by applicable taxing authorities. Client will provide Vengreso any exemption certificates or other documentation regarding the amount or applicability of particular taxes.

  1. Limited Services Warranty.

7.1               During the term of the Agreement, Vengreso warrants that it shall use reasonable efforts

consistent with prevailing industry standards to maintain the Services in a manner which minimizes errors and interruptions and shall perform the implementation of the Services in a professional and workmanlike manner. Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by Vengreso or by third-Party providers, or because of other causes beyond Vengreso’s reasonable control, but Vengreso shall use reasonable efforts to provide advance notice in writing or by e-mail of any scheduled service disruption. Temporary service interruptions shall not be deemed a material Error. The rights and remedies stated in this Section are the Client’s sole remedy and Vengreso’s sole liability for any allegation of Errors or other defects in the Services.

7.2               Vengreso does not warrant that the Service will be free of non-material Errors, bugs, or minor interruption, or that all such Errors will be corrected. Vengreso shall not be responsible for defects or “bugs” in software components of the Services (a) where such non-material Errors, bugs, or minor interruptions do not have a material effect on the functionality of the Services or Vengreso Software, (b) where such components are not provided by Vengreso, or (c) which defects or bugs result from (i) modifications to computer code not performed by Vengreso, (ii) additional requirements not known at the time of development, (iii) integration into components not delivered by Vengreso, or (iv) new data or functionality entered dynamically or through formal release process by Client or third Parties, or changes in or upgrades to operating systems, that were not available for testing and not documented in the requirements during the course of Vengreso’s development and testing cycles.

7.3               Vengreso will have no obligation or liability to Client for any claim, liability or allegation that arises from (a) any modification to the Services or Deliverables by anyone other than Vengreso; (b) modification or Customizations made by Vengreso based on Client provided Data; (c) use of the Services other than as specified in the Agreement or in applicable documentation; (d) use of the Services in combination with third Party software, hardware or data, including, without limitation, third-Party merchant services, other than as provided in the Agreement.

  1. Disclaimer of Warranties and Limitation of Liabilities

8.1               EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THE AGREEMENT, INCLUDING, WITHOUT LIMITATION, THESE TERMS AND CONDITIONS, THE VENGRESO SOFTWARE, PLATFORM, AND SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” VENGRESO DISCLAIMS ALL OTHER REPRESENTATIONS OR WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, FREEDOM FROM VIRUSES OR OTHER HARMFUL CODE, ACCURACY, TIMELINESS AND ERROR-FREE OR UNINTERRUPTED OPERATION.  IN NO EVENT WILL VENGRESO, ITS LICENSORS, SUPPLIERS OR THIRD-PARTY SERVICE PROVIDERS BE LIABLE TO CLIENT OR ANY THIRD PARTY FOR ANY INDIRECT, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, BUSINESS, REVENUE OR DATA, IN CONNECTION WITH THE SOFTWARE OR SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES.

8.2               IN NO EVENT SHALL VENGRESO, ITS AFFILIATES OR ITS LICENSORS BE LIABLE HEREUNDER TO CLIENT OR CLIENT’S USERS, FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES, OR DAMAGES FOR LOST PROFITS, LOST INCOME, OR LOST SAVINGS, OR ANY OTHER FORM OR MEASURE OF DAMAGES OTHER THAN DIRECT DAMAGES, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES.  NOTWITHSTANDING ANY OTHER PROVISION OF THE AGREEMENT TO THE CONTRARY, THE MAXIMUM LIABILITY OF VENGRESO, ITS AFFILIATES AND ITS LICENSORS UNDER ANY THEORY OF RECOVERY, AND CLIENT’S MAXIMUM REMEDY, SHALL BE LIMITED TO THE AMOUNT OF THE PAYMENTS WHICH VENGRESO HAS RECEIVED FROM CLIENT PURSUANT TO THE AGREEMENT FOR THE SERVICES PROVIDED DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT, ACT OR OMISSION GIVING RISE TO SUCH LIABILITY. VENGRESO’S PRICING FOR THE SERVICES REFLECTS THE DISCLAIMER OF WARRANTIES AND LIMITATION OF LIABILITIES, EACH OF WHICH FORMS THE BASIS OF THE BARGAIN BETWEEN THE PARTIES.

 

 

APPENDIX B

Sales Video Software Licenses Agreement 

This Appendix B governs your relationship as it relates to obtaining a license for access and use of HippoVideo, if purchased by Client online or pursuant to an applicable Statement of Work. Any capitalized terms used herein but not defined in this Appendix shall have the meanings ascribed to them in the Master Services Agreement, which is incorporated herein by reference. 

Client acknowledges and agrees that by purchasing the HippoVideo sales video software services online or pursuant to an applicable Statement of Work, Client is bound by the terms and conditions set forth fully at https://www.hippovideo.io/terms_of_service.html, which are incorporated fully herein by reference; or

 

 

APPENDIX C

Managed Services Provider 

This Appendix C governs your relationship as it relates to engaging Vengreso as a professional managed services provider and utilizing Vengreso’s Outsourced Modern Sales Mastery BDaS product. Any capitalized terms used herein but not defined in this Appendix shall have the meanings ascribed to them in the Master Services Agreement, which is incorporated herein by reference. The Parties agree as follows:

  1. Outsourced Modern Sales Mastery

1.1   Outsourced Modern Sales Mastery.  Client is engaging Vengreso to serve as a professional managed services provider, and will utilize Vengreso’s Outsourced Modern Sales Mastery BDaS Product (the “Product”) to provide such services (the “Services”). The specific services to be provided by Vengreso shall be set forth on the applicable “Statement of Work”, “SOW”, or in the form of a “Quote”, which is incorporated herein by reference.

1.2               Service Warranty. Vengreso warrants and represents that it will perform the Services in a

professional manner, and that it will deliver the Services in accordance with the specifications set forth in the applicable SOW. Except as set forth otherwise here, THE CLIENT REQUESTED SERVICES PROVIDED BY VENGRESO AND THE PRODUCT ARE PROVIDED “AS-IS” WITHOUT WARRANTIES OF ANY KIND. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, VENGRESO MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, WITH RESPECT TO THE CLIENT REQUESTED SERVICES  PROVIDED OR OBLIGATIONS UNDER THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, TITLE, PERFORMANCE, QUALITY, NON-INFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY OF INFORMATION CONTENT, AND PRODUCT INTEGRATION, IMPLIED WARRANTIES ARISING FROM A COURSE OF DEALING OR COURSE OF PERFORMANCE, AND ANY WARRANTIES AGAINST INTERFERENCE WITH END USER’S ENJOYMENT OF SUCH CLIENT REQUESTED SERVICES. FURTHERMORE, NOTWITHSTANDING ANYTHING STATED ELSEWHERE IN THIS AGREEMENT, VENGRESO SHALL NOT BE RESPONSIBLE FOR ANY BREACH (INCLUDING BREACH OF WARRANTY) ARISING OUT OF OR UNDER THIS AGREEMENT, WHERE SUCH BREACH IS CAUSED DUE TO ANY ACT OR OMISSION OF VENGRESO ACTING UPON AN INSTRUCTION, DIRECTION OR SPECIFICATION OF THE CLIENT.

  1. Client Responsibilities

2.1               Client Supervision. The Client Services to be performed by Vengreso will be performed under

the direction, supervision, and control of Client. Client agrees to provide Vengreso with detailed information about the assignment duties that it will have and also agrees to use Vengreso only in the capacity for which the Client has requested them to.

2.2               Information Briefing. Client will provide Vengreso with all necessary information, and provide

adequate instructions, assistance, supervision and time to perform the requested Services. Client agrees to use Vengreso only in the capacity for which the Client has requested.

  1. Payment for Services 

3.1               Fees. Client shall pay fees for which invoices are generated pursuant to the applicable SOW

and on the payment terms set forth in the SOW. Vengreso reserves the right to charge applicable taxes on the invoices, as well as a late fee for unpaid invoices, as indicated in the Master Services Agreement.

  1. Data Ownership and Confidential Information 

4.1               Ownership.  The Product and the Services, and all intellectual property therein, are and shall

remain the property of Vengreso, and will be protected as Vengreso’s Confidential Information. This Section shall survive any termination of the Agreement. 

  1. Client Warranties 

5.1               Client Warranties.  Client represents, warrants and covenants that (i) all Client data provided

hereunder has been collected and provided by or on behalf of Client in accordance with all applicable laws, rules and regulations; (ii) it owns all rights, title and interest in and to the Client data, or that Client has otherwise secured all necessary rights in the Client data as may be necessary to permit the access, use and distribution thereof as contemplated by this Agreement; (iii) it will not provide Vengreso with any Client data that is personally identifying information subject to specialized security regimes, including without limitation the General Data Protection Regulation (“GDPR”), CAN-SPAM Act (15 US Code 7704), The Telephone Consumer Protection Act (TCPA), The Federal Trade Commission Act (15 US. Code 41 et seq) Health Insurance Portability and Accountability Act (“HIPAA”),  and the standards promulgated by the PCI Security Standards Council (“PCI”). 

  1. Indemnification 

6.1               To the extent permitted by law, Client will indemnify, defend and hold harmless Vengreso and

its directors, officers, employees and agents from and against all claims and damages imposed upon or incurred by Vengreso.  Client shall indemnify and defend Vengreso against any meaning any third party claim, suit, or proceeding arising out of or related to: (a) Client’s alleged or actual use of, misuse of, or failure to use the Product; or (b)  any loss of or damage to real or tangible personal property, caused by the act or omission of Client or of any of its agents, subcontractors, or employees.

  1. Damages 

7.1               VENGRESO’S LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT

WILL NOT EXCEED THE TOTAL AMOUNT PAID BY CLIENT TO VENGRESO. IN NO EVENT WILL VENGRESO BE LIABLE TO CLIENT FOR ANY CONSEQUENTIAL, INDIRECT, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT.

 

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