Terms & Conditions
MXP ONLINE CLICKWRAP AGREEMENT
The purpose of this Agreement (the “Agreement”) is to set forth and define an arrangement under which GrowthX will provide MXP Online for the benefit of the Customer.
By using MXP Online you are explicitly agreeing to all of the following terms and conditions:
Subject to the following terms and conditions of this Agreement, GrowthX will provide MXP Online for Customer:
GrowthX agrees to provide Customer with access to MXP Online
1.1 Services Definitions.
“Company Materials” shall mean the written lessons, videos, templates or other materials or resources transmitted to Customer in order to provide MXP Online under this Agreement.
1.2 Services Provisions.
1.2.1 Rights and License Granted.
Under this Agreement, Customer shall not be granted any rights or license to MXP Online. Customer acknowledges that through its payments to GrowthX it is granted access to MXP Online. Customer further acknowledges that at no time shall it be entitled to download, distribute, install, teach, consult for payment, or otherwise redistribute, share or reference MXP Online in any form or manner not explicitly covered by this Agreement. Any Customer that intends to use MXP Online for or on behalf of any person or entity other than Customer as an employee, consultant or any other capacity must first enter into a written agreement with GrowthX covering the legal terms, conditions and fees of such arrangement. The Customer understands that access to MXP Online ends when one of the following events takes place: 1) Customer fails to make a payment; or 2) Customer violates this Agreement.
1.2.2 Limitations to Rights and License.
At no time will Customer hold title to or ownership of any of MXP Online or Company Materials provided to Customer during the term of this Agreement.
1.3 Service Start Date.
The payment shall be due in advance of any service provided. Access to MXP Online shall begin upon GrowthX receipt of payment for such first Term of service or upon a mutually agreed upon alternate date.
Customer acknowledges that MXP Online is provided “as is” and “as delivered” and cannot be construed as being able to be customized or modified in any way. Customer assumes all responsibility to review all features included in MXP Online prior to signing this agreement.
Customer shall not share access credentials to MXP Online with anyone nor in any way permit or facilitate access to MXP Online to anyone other than Customer. If Customer is a legal entity and not an individual person, access credentials may only be used by one person at the legal entity.
1.6 Copy or Reproduce
Customer shall not copy or reproduce in any way, in whole or in part, MXP Online, including, without limitation, any of the written or video content.
2. End-User Pricing and Services Compensation.
Pricing is subject to change at the sole discretion of Company.
3. Payments Upon Termination
Upon the termination of this Agreement, Customer shall pay to GrowthX all amounts due and payable under this Agreement, if any.
4. Proprietary Information.
Proprietary information exchanged hereunder shall be treated as such by Customer. This information shall include, but is not limited to, the provisions of this Agreement, product and services information, materials, software, code, pricing, or any other materials transmitted to Customer under this Agreement. Customer agrees not to (a) decompose, disassemble, decode, or otherwise reverse engineer MXP Online or any portion thereof; (b) transmit or allow to be transmitted any such materials to any third party except as necessary for the fulfillment of this Agreement; (c) sublicense or allow use of any materials or use of any provided services to any third party without written permission from GrowthX; (d) use MXP Online or any Company Materials in any way not intended or expressly provided for by this Agreement.
4.1 No License
Nothing in this Agreement shall be construed to grant to Customer any ownership or other interest, in MXP Online.
4.2 Duty Survives Contract
The provisions of this Section shall survive the termination of this Agreement.
5. Use of Downloadable Content
Customer is entitled to use and customize the downloadable forms available via MXP Online so long as Customer does not remove the copyright information contained on the forms.
6. Customer Information Content.
GrowthX will exercise no control whatsoever over the content of the information passing through the software, network, email, or web site.
GrowthX makes no warranties or representations of any kind, whether expressed or implied, for MXP Online it is providing. GrowthX also disclaims any warranty of merchantability or fitness for any particular purpose and will not be responsible for any damages that may be suffered by Customer, including loss of data resulting from delays, non-deliveries or service interruptions by any cause or due to errors or omissions of Customer. Use of any information obtained by way of GrowthX is at Customer’s own risk, and GrowthX specifically denies any responsibility for the accuracy or quality of information obtained through MXP Online. Connection speed represents the speed of an end-to-end connection. GrowthX does not represent guarantees of speed or availability of end-to-end connections. GrowthX shall not be responsible for damages to Customer for any non-accessibility time or other down time. GrowthX specifically denies any responsibilities for any damages, direct or indirect, arising as a consequence of such unavailability.
7.1 No Duty to Customer’s Users Not Directly Contracted with Company.
GrowthX shall have no obligation to support, train, or troubleshoot issues for any third-party user due to problems arising out of the use of MXP Online.
8. Transfer of Agreement.
Customer may not assign or transfer this Agreement, in whole or in part, without the prior written consent of GrowthX.
GrowthX may terminate this Agreement at its sole discretion upon the occurrence of one or more of the following events: 1) failure to comply with any provisions of the Agreement upon receipt of written notice from GrowthX of said failure, or 2) appointment of receiver or the filing of any application by Customer seeking relief from creditors.
Any notice given pursuant to this Agreement shall be via email. For company, that email address is firstname.lastname@example.org. For Customer, the email is as included during the check-out process.
This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same Agreement. The parties agree that acceptance of this “clickwrap agreement” will substitute for and have the same legal effect as an original signature.
If legal proceedings are commenced to resolve a dispute arising out of or relating to this Agreement, GrowthX shall be entitled to recover all costs, legal fees, and expert witness fees as well as any costs or legal fees in connection with any appeals.
14. Governing Law.
This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware.
Any disputes arising from this Agreement, or from the interaction between the parties, shall be adjudicated in any state or federal court with jurisdiction over disputes located in San Francisco County, California.
16. Entire Agreement.
This Agreement constitute the entire agreement between the parties and supersede any and all previous representations, understandings, or agreements between Customer and GrowthX as to the subject matter hereof.
17. Construction and Interpretation
This Agreement shall be construed without regard to the party that drafted it. Any ambiguity shall not be interpreted against either party and shall, instead, be resolved in accordance with the natural import of the language used and other applicable rules concerning the interpretation of contracts.
Customer shall indemnify and hold GrowthX harmless from and against any and all claims, judgments, awards, costs, expenses, damages, and liabilities (including reasonable attorney fees) of whatsoever kind and nature that may be asserted, granted, or imposed against GrowthX directly or indirectly arising from or in connection with Customer’s unauthorized use of MXP Online or any breach of this Agreement by Customer.
If any provision of this Agreement is held to be unenforceable, the enforceability of the remaining provisions shall in no way be affected or impaired thereby.
20. No Waiver.
A failure by any party to exercise or any delay in exercising a right or power conferred upon it in this Agreement shall not operate as a waiver of any such right or power.
The parties represent and warrant that, on the date recorded by GrowthX's server, they are authorized to enter into this Agreement in its entirety and duly bind themselves by use of MXP Online by Customer.