- Use Cases
- Use Cases
- Sign In
- Get FlyMSG. It’s free!
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.
5. Confidential Information.
6. Representations and Warranties.
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.
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.
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:
1.1 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.
“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.
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.
3.1 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.
4.1 Support Services. Upon reasonable request of Client, Vengreso shall provide certain Support Services to Client’s Users.
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.
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.
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.
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.
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
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:
1.1 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.
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.
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.
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.
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”).
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.
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.