Master SaaS and Services Agreement
This Master SaaS and Services Agreement (hereinafter referred to as “Agreement”) is entered between iXP Connect, LLC, situated at 309 Tavistock Drive, Saint Augustine, Florida 32095 USA (hereinafter referred to as “Company”), operating and providing an online platform of intellectual property acquisition and licensing.
and (hereinafter referred to as “Customer”).
The Company and the Customer are jointly referred to as “Parties” and individually as “Party.”
The Customer wishes to obtain access to the SaaS Services from the Company, which the Company agrees to provide as per the terms of this Agreement.
Terms of the Agreement
1. Services
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Purpose: The Company agrees to provide iXP Connect, www.ixpconnect.com, (hereinafter referred to as “Platform”) by iXP Connect, LLC as a SaaS (Software as a Service), facilitating an online licensing and acquisition marketplace of intellectual properties for licensors and licensees, and also provide for the updates, maintenance and support of such SaaS.
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Services: The Company shall provide the best possible services:
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Customer and Authorized Users access to the Platform.
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Company represents LICENSORS’ applicable intellectual properties such as Patents, Trademarks, and other intangible assets for licensing or sale.
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Company represents LICENSEES’ licensing or acquisition needs as a service provider.
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Service Audits: Each service and other related professional services shall provide the specification of the services, the platforms used, user limitations, the subscription term, and terms and conditions.
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Changes to Platform: The Company may, in its sole discretion, make any changes to any Platform that it deems necessary or useful to:
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Maintain or enhance-
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The quality or delivery of the Company’s products or services to its customers
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The competitive strength of, or market for, the Company’s products or services
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Such Platform’s cost efficiency or performance
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Comply with applicable law.
2. Platform Access and Authorized User
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Administrative Users: During the configuration and set-up process for the Platform, the Customer will identify an administrative user name and password for the Customer’s account with the Company. The Company shall reserve the right to refuse registration of or cancel user names and passwords or delete accounts as it deems inappropriate.
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Authorized Users: Registered and approved Customers are the only “Authorized Users”). Authorized User ID cannot be shared or used by more than one Authorized User, but may be reassigned to new Authorized Users. Customer ID can be used within Customer’s organization such as intellectual, legal, executive or administrative departments, and such use is permitted only within the Customer’s organization at their discretion.
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Authorized User Conditions to Use:
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As a condition to access and use of a Platform
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Each Authorized User shall agree to abide by the terms of the Company’s end-user terms of use which it may adopt from time to time.
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Customer Users shall agree to abide by the terms of this Agreement, or a subset thereof.
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Vendor or SME Users shall agree to abide by the terms of the Company's Vendor Terms of Service applicable to such Platform.
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The Customer shall immediately notify the Company of any violation of the terms of any of the foregoing by any Authorized User upon becoming aware of such violation.
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Account Responsibility:
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The Customer shall be responsible for:
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All uses of any account that Customer has access to, whether or not the Customer has authorized the particular use or user, and regardless of Customer’s knowledge of such use.
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Securing the Company account, passwords (including but not limited to administrative and user passwords), and files.
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The Company shall not be responsible for any loss of information due to any irresponsible act such as loss of the password by the user.
3. Confidentiality
All confidential information that is communicated to and obtained by the Company from the Customer in connection with performing the above-mentioned services shall be held by the Company in full trust. At no time the Company shall use any confidential information obtained through conducting this service contract either directly or indirectly, for personal benefit, or disclose or communicate such information in any manner.
4. Proprietary Rights
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Ownership:
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The Company shall reserve the right to all title interest.
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The Company shall own and retain all rights, title, and interest in:
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Any kind of services software, applications, inventions, or other technology developed in connection with the Services;
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All intellectual property and proprietary rights in and related to any of the foregoing services (collectively, “Services IP”), excluding any of the intellectual property and proprietary rights that are listed, negotiated, licensed or acquired by Customers via the Services.
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To the extent Customer acquires any right, title, or interest in any Services IP, Customer hereby assigns all of its right, title, and interest in such Services IP to the Company.
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Customer Data and Vendor Information License: Customer hereby grants the Company a non-exclusive, transferable, sublicensable, worldwide, and royalty-free license to use and otherwise exploit (i) Customer Data to provide the Services to Customer hereunder and as necessary or useful to monitor and improve a Platform, Software and Services, both during and after the Term, and (ii) Vendor Information for any lawful purpose. To avoid any doubt, the Company shall use, reproduce and disclose Platform, Software and Services-related information, data, and material that is anonymized, de-identified, or otherwise rendered not reasonably associated or linked to Customer, all of which information, data, and material, will be owned by Company.) It is Customer’s sole responsibility to back-up Customer Data during the Term, and Customer acknowledges that it will not have access to Customer Data through Company or any Platform following the expiration or termination of this Agreement.
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Intellectual Property: The Company shall retain all the services, including all documentation, modifications, improvements, upgrades, derivative works, and all other Intellectual Property rights in connection with the Service, including the Company's name, logos and trademarks reproduced through the Service.
5. Payment Terms
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The Customer shall pay the Company the then-applicable fees described in an Order Form or Statement of Work, as applicable, in accordance with the terms set forth therein (“Fees”).
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The Company may choose to bill through an invoice, in which case, full payment for invoices issued must be received by the Company due on receipt after the invoicing date of the invoice (unless otherwise specified on the applicable Transaction Closing).
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Unpaid amounts are subject to a finance charge each month on any outstanding balance.
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The Company further reserves the right to suspend Services and potentially filing a legal action against Customer in the event of payment delinquency.
6. Security
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Compliance with Notification Laws: The Company shall comply with all applicable laws regarding the notification of individuals in the event of an unauthorized release of personally identifiable information and notification other unauthorized data and information disclosures.
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Procedure After Unauthorized Disclosure: Within 90 days of discovering any breach of the Company's security obligations or any other event requiring notification under applicable law, The Company shall notify Customer, and any other individual's Law requires to be notified, of the breach or other events by telephone and e-mail.
7. Termination
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Customer may terminate this agreement for any reason on 60 days’ notice to the Company, excluding situation which Customer is involved in an active licensing negotiation and Customer has signed the applicable licensing agreement.
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Each party may terminate this agreement with immediate effect by delivering notice of the termination to the other party, if:
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The other party has made any inaccuracy in, or otherwise materially breaches, any of its obligations, covenants, or representations, and;
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The failure, inaccuracy, or breach continues for a period of 30 days' after the injured party delivers notice to the breaching party reasonably detailing the breach.
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The Company may terminate this agreement with immediate effect by delivering notice of the termination to the Customer if the Customer fails to pay the invoice amount on time, or discovers Customer falsifying information, and such misrepresentation or information errors are not corrected immediately by the Customer.
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Upon termination of this Agreement, the Company shall cease reproducing, advertising, marketing, and distributing any material or information pertaining to the Customer immediately.
8. Indemnification
The Parties each agree to indemnify and hold harmless the other Party, its respective affiliates, employees, and permitted successors and assigns against any losses, claims, damages, penalties, liabilities, punitive damages, expenses, reasonable legal fees of whatsoever kind or amount, which result from the negligence of or breach of this Agreement by the indemnifying party, its respective affiliate or successors and any assign that occurs in connection with this Agreement. This section remains in full force and effect even after the termination of the Agreement.
9. Limitation of Liability
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In no event shall either Party:
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have liability arising out of or related to this Agreement, whether, in contract, tort or under any other theory of liability exceed in the aggregate of the total fees paid or owed by the Customer and Vendors hereunder during the 3 months immediately preceding the date of the event giving rise to the claim (such amount being intended as a cumulative cap and not per incident).
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have any liability to the other for any lost profits or revenues or any indirect, incidental, consequential, cover, special, exemplary, or punitive damages, howsoever caused, whether, in contract, tort, or under any other conditions of liability.
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The foregoing limitations and disclaimers shall not apply to the extent prohibited by applicable law.
10. Arbitration
In the event of any dispute arising in and out of this Agreement between the Parties, it shall be resolved by Arbitration. The first party to appoint an arbitrator also proposes a candidate to serve as President of the Tribunal. The other party then appoints an arbitrator and either agrees to the appointment of the arbitrator proposed for President or proposes another candidate. The venue of Arbitration shall be in St. Johns County, Florida and Seat shall be Florida. The Arbitrators' decision shall be final and will be binding on both the Parties.
11. Miscellaneous
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Assignability: Neither party may assign this Agreement or the rights and obligations thereunder to any third party without the prior express written approval of the other Party which shall not be unreasonably withheld.
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Notices: Any notice required to be given to the Customer shall be delivered by certified mail, personal delivery, or overnight delivery paid for by the Company.
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Force Majeure: Neither party shall be liable for any failure in performance of the obligation under this Agreement due to cause beyond that party's reasonable control (including and not limited to any pandemic, fire, strike, act or order of public authority, and other acts of God) during the pendency of such event.
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Modification: No modification of this Agreement shall be made unless in writing, signed by both parties.
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Severability: If any term, clause, or provision hereof is held invalid or unenforceable by a court of competent jurisdiction, all other terms will remain in full force and effect until the Agreement termination.
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Governing Law and Jurisdiction: This Agreement shall be governed by the laws of the Florida, United States of America. The parties agree that the Courts of Florida are to have exclusive jurisdiction to settle any dispute (including claims for set-off and counterclaim) which may arise in connection with the creation, validity, effect, interpretation, or performance of, or the legal relationships established by this Agreement or otherwise arising in connection with this Agreement and for such purposes irrevocably submit to the jurisdiction of the Florida Courts.
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Legal and Binding Agreement: This Agreement is legal and binding between the Parties as stated above. This Agreement may be entered into and is legal and binding in the Florida, United States of America. The Parties each represent that they have the authority to enter into this Agreement.
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Entire Agreement: This Agreement constitutes the entire understanding of the Parties, and revokes and supersedes all prior contracts between the Parties and is intended as a final expression of their Agreement. It shall not be modified or amended except in writing signed by the Parties hereto and specifically referring to this Agreement. This Agreement shall take precedence over any other documents which may conflict with this Agreement.
FEES:
Information Listing on iXP Connect No Fee
It is free to list your patents for licensing/sale.
Negotiating on iXP Connect No Fee
It is free to negotiate on iXP's platform.
Licensing/Acquisition Transaction (for LICENSORS)
3% of total contracted amount or $5,000 (minimum) whichever is higher.
iXP’s FEE and bank wire fee (if applicable) will be subtracted from the contracted amount sent to the Escrow account by the LICENSEE.
Licensing/Acquisition Transaction (for LICENSEES)
$500 per transaction
LICENSEE will pay the agreed initial contracted amount (i.e. 1st yaer licensing fee) plus iXP Connect FEE of $500. LICENSEE is responsible for their own bank wire service fee.
Escrow service fees are included in iXP Connect FEES.
Fees above are based on 4/1/2023, and are subject to change without notice.
Fee calculation example (examples purpose only)
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Licensing Term: 5 years, $10,000 USD per year. Total license contracted amount: $50,000. A license term includes additional licensed/services provided by the licensor to the licensee such as copyright materials and technical consultation for the amount of $25,000.
TOTAL LICENSING AMOUNT: $75,000 ($50,000 + $25,000).
3% of $75,000 = $2,250. Therefore, iXP Connect’s minimum service fee ($5,000) will be applied.
Licensee will wire $35,500 (1st year licensing fee + $25,000 additional licensing items), plus $500 (iXP Connect’s licensee service fee) to the escrow account.
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Upon completion of the funds transfer from the licensee to an escrow service and execution of disbursement agreement by all parties, licensor will receive $30,000 from the Escrow service ($35,500 – iXP’s fee $5,500).
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From the 2nd year on, the licensor will need to invoice the licensee the license fee ($10,000 for this example), and the licensee will make a payment to the licensor directly. iXP will not be involved in the transaction.
Schedule C: Restricted or Prohibited Countries
Please note that iXP Connect and its service providers such as but not limited to financial institutions, legal service providers and escrow service cannot conduct business with following countries and jurisdictions. User registration requests from below listed countries may not be authorized by iXP Connect to use its services.
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Comprehensively Sanctioned Countries: Cuba, Iran, N. Korea, Russia, Syria, Ukraine (Crimea, Donetsk and Luhansk)
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Subject to OFAC Sanctions Countries: Balkans, Belarus, Burma, Central African Republic, Congo, Ethiopia, Hong Kong, Iraq, Lebanon, Libya, Sudan, Venezuela, Yemen, Zimbabwe <transactions related to activities with specific parties in these countries are prohibited.>
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Military Export Prohibition: Afghanistan, Belarus, Burma, Central African Republic, China, Cote d’Ivoire (Ivory Coast), Cuba, Congo, Cyprus, Eritrea, Haiti, Iran, Iraq, Lebanon, Liberia, Libya, N. Korea, Somalia, South Sudan, Sri Lanka, Sudan, Syria, Venezuela, Vietnam, Zimbabwe < US Dept of State prohibits the export of military/space equipment or technical data to these countries and to foreign nationals of these countries.>