Terms of Service

1.  Definitions

1.1. "5X" means the 5X company described in the “5X Contracting Entity, Notices, Governing Law, and Venue” section 14.2 below.

1.2. "5X Credits" represent the primary unit of measurement for usage and billing across 5X's Servicesas specified via a Platform Plan. 5X Credits may be priced differently based on the selected Platform Plan and are subject to applicable discounts for the Customer calculated on a case-to-case basis.

1.3. "5X Materials" means the Services, Documentation, Feedback, tools, methodologies, processes, protocols,simulations,   technologies,   and   all   other   tangible   or   intangible   materials   (including   hardware,   software,source code, documentation, methodologies, know how, processes, techniques, ideas, concepts, technologiesand data) provided or used by or on behalf of 5X, including any materials used in providing the Services, andall improvements, updates, and derivatives of any of the foregoing.

1.4. "Affiliate" means an entity that directly or indirectly Controls, is Controlled by, or is under common Control with another entity, so long as such Control exists.   For the purposes of this definition, “Control” means beneficial ownership of 50% or more of the voting power or equity in an entity.

1.5. This "Agreement" means these Terms, the Privacy Policy, Cookie Policy, the Data Processing Addendum together with all Order Forms.

1.6. "Customer Materials"  means any data, information, platforms, programs, software, reports, dashboards, databases, or any other materials belonging to the Customer.

1.7. "Documentation" means   any   user   guide,   how-to   guide,   instructions,   help,   information,   and   other documentation and information in connection with the Services that are delivered by 5X to Customer in electronic or other form.

1.8. "Feedback"  means   any   and   all   suggestions,   ideas,   enhancement   requests,   recommendations   or   other information provided by Customer or any third party relating to the Services or any other 5X products or services.

1.9. "Billing Cycle" means from the 1st day of the calendar month until the last day of the calendar month.

1.10. "Platform" shall mean means our website at https://5X.co and our software, namely 5X Platform, app.5X.co

1.11. "Platform Plan" means the level of platform access as specified in the Order Form as  by the Customer out of the varied types of plans offered by 5X, which enables the Customer to enjoy different parameters in relation to the Services such as (but not limited to) user levels, number of compliance monitors, per-defined dashboards etc., each with its own unique pricing and benefits.

1.12. 'Pricing' shall mean the pricing and details of the Platform Plan, 5x Credits, Services of 5xavailable at https://www.5x.co/pricing which shall be updated from time to time.

1.13. "Fees" means the fees charged by 5X for the Platform, vendor pricing or data services as identified on eachOrder Form. All Fees are non-refundable, non-creditable and non-pro-rateable unless otherwise expressly noted hereunder.

1.14. "Services" shall mean the generally available software-as-a-service offering hosted by or on behalf of 5X and ordered by or for Customer through an Order Form.

1.15. "Subscription Term" shall mean a monthly recurring term of access to the Platform until cancelled by the Customer, except if otherwise agreed in an Order Form.

1.16. "Order Form" shall mean a document or electronic interface as provided by 5X to the Customer that specifies the pricing and details of the Services.

1.17. "Change Order" means a change order or amendment to an Order Form (online or written) that is agreed to and signed in writing by both parties with respect to any technical services to be performed hereunder.

1.18. "User(s)” means an individual who is authorized by You to use the Services and to whom You (or, when applicable, us at Your request) have supplied a user identification and password (for Services utilizing authentication). Users may include, for example, Your employees, consultants, contractors and agents, and third parties with which You transact business.

1.19. "Underlying Technology" means (a) 5X’s existing or background technology, 5X’s confidential and proprietary methodologies, know-how and intellectual property existing now or otherwise arising outside of work under this Agreement, (b) any derivatives, improvements, enhancements or extensions of the foregoing that are conceived, reduced to practice, or developed in performance of this Agreement that have general applicability in 5X’s business, and (c) any intellectual property relating to any of the foregoing.

1.20. "Customer Data" shall mean proprietary information of Customer includes non-public data provided by Customer, data related to its Users to enable the provision of the Services by 5X.

2. Service Provision and Access

2.1. 5X will make the Service available to Customer for the Subscription Term solely for use by Customer and its Users in accordance with the terms and conditions of this Agreement, the Documentation, and the online or written Order Form. Customer may permit its employees, third-party contractors and/or and Affiliates to serve as Users provided that any use of the Service by each such User or Affiliate is solely for the benefit of Customer while also ensuring that the Customer is solely responsible for each User’s and/or Affiliate’s compliance with this Agreement and acts or omissions by any User and/or Affiliate shall be deemed acts by Customer. To the extent Customer utilises the Platform in connection with its use of the Service, provided 5X receives the fees as specified in the Order Form, 5X grants to Customer and its Users a limited, non-transferable, non-sublicensable, non-exclusive license during the Subscription Term to use the Platform internally in connection with Customer’s, User’s  and/or  its Affiliates’ use of the Service, subject to the terms and conditions of this Agreement and the Documentation.

2.2. Compliance with Applicable Laws.  5X will provide the 5X offerings in accordance with its obligations under laws and government regulations applicable to 5X’s provision of such 5X offerings to its customers generally, including, without limitation, those related to data privacy and data transfer, international communications, and the exportation of 5X offerings, without regard to Customer’s particular use of the 5X offerings and subject to Customer’s use of the 5X offerings in accordance with this Agreement.

2.3. Customer’s responsibilities to User. The Customer hereby acknowledges that they shall be solely responsible for the acts and omissions of their Users and to ensure that the Users abide by the terms of theAgreement at all times in connection with their use of the Services. Such responsibilities shall include and be not limited to the following: (i)  inform the Users of any relevant policies or practices and settings that have been communicated by 5X to the Customer (ii) give all notices, obtain any rights permissions or consents as relevant from the User that are necessary for the Customer’s lawful use of the Services and the processing of Customer Data by or on behalf of 5X in connection with the Services; and (iii) respond to and resolve any dispute between the Customer and their User related to the Customer Data including the processing of such Customer Data in connection with the Services. The Customer hereby acknowledges and accepts that 5X shall not in any way be liable for the Customer’s failure or non-compliance with these responsibilities.

2.4. Availability and Service Level Agreement.
The Services shall be provided are per the  terms of the ‘Service Level Agreement’ is available at trust.5x.co.
The Customer hereby acknowledges and agrees that the level of support and platform availability will be in accordance with the selected Platform Plan.

3. Customer Data

3.1. Rights in Customer Data. Customer shall own all right, title and interest in and to the Customer Data.Notwithstanding anything to the contrary, 5X shall have the right collect and analyze data and other information relating to the provision, use and performance of various aspects of the Services and related systems and technologies (including, without limitation, information concerning Customer Data and data derived therefrom), and  5X will be free (during and after the term hereof) to (i) use such information and data to improve and enhance the Services and for other development, diagnostic and corrective purposes in connection with the Services and other 5X offerings, and (ii) disclose such data solely in aggregate or other de-identified form in connection with its business. No rights or licenses are granted except as expressly set forth herein.

3.2. Use Obligations.

(a) In General. Customer’s use of the 5X offerings and all Customer Data will comply with applicable laws, government regulations, and any other legal requirements, including but not limited to, any data localization or data sovereignty laws, regulations, and any other third-party   legal requirements applicable to Customer. Customer is solely responsible for the accuracy, content and legality of allCustomer Data. Customer warrants that Customer has and will have sufficient rights in the CustomerData to grant the rights to 5X under this Agreement and that the processing of Customer Data by 5X in accordance with this Agreement will not violate any laws or the rights of any third party.

(b) HIPAA Data. Customer agrees not to process any HIPAA Data in the Service unless Customer has entered into a BAA with 5X. Unless a BAA is in place, 5X will have no liability under this Agreement forHIPAA Data, notwithstanding anything to the contrary in this Agreement or in HIPAA or any similar federal or state laws, rules or regulations. If Customer is permitted to process HIPAA Data in the Service, then Customer may process HIPAA Data in the Service only by providing it as Customer Data. Upon mutual execution of the BAA, the BAA is incorporated by reference into this Agreement and is subject to its terms.

3.3. Data Privacy. 5X shall comply with the applicable data privacy regulations with the Customer as set out in the Data Processing Addendum and the Privacy Policy.

3.4. Access to Customer Data under an online Order Form. With respect to access to any Customer Data under an online Order Form, Customer is solely responsible for ensuring that both the duration and scope of access is strictly limited to the access required under the specific online Order Form. Customer agrees that it will not grant 5X access to Customer Data unless specifically required and noted in an online Order Form,and that Customer will grant any such access only during the term of the applicable technical services project as identified in the Order Form. Unless otherwise specified in an online Order Form, Customer must ensure that: (a) any access to Customer Data that it grants is limited to read-only access in Customer’s development environment for the Service (and Customer will not grant access to any other environment, such as its test, production or disaster recovery); and (b) Customer will not grant access to any CustomerData that is unencrypted or contains sensitive data, including without limitation, any personal data, credit card or other financial account information, or protected health information. To the extent access toCustomer Data is granted, unless otherwise specified in an online Order Form, Customer will provide 5X with: (i) secure Customer workstations and networks for accessing Customer Data that are monitored, managed, configured, supported and maintained by Customer; and (ii) unique user ID/passwords to each 5Xresource that requires access to Customer Data, and these credentials will be solely managed by Customer.

4. CUSTOMER OBLIGATIONS AND ADDITIONAL SERVICES

4.1. The Company may, from time to time, introduce Services, or features on the Platform. When suchadditions occur, the Customer hereby acknowledges and agrees that:

a) This Agreement shall be updated with terms that apply to such new Service, which may include revised Pricing and/or computation of 5X Credits that are applicable on the Service.

b) 5X shall notify the Customer in writing (via email or any communication methods as agreed between the Parties) of such introduction of a new Service and the relevant update to the Agreement at least 90 days prior to such an amendment taking effect.

4.2. Assistance. Customer acknowledges that timely access to applicable Customer Materials, resources, personnel, equipment or facilities is necessary for the provision of Services.

4.3. Customer Materials. Customer hereby grants 5X a limited right to use any Customer Materials solely for the purpose of providing Services to Customer. Customer will retain any of its rights (including all intellectual property rights) in and to the Customer Materials. Customer Materials comprising Confidential Information will be subject to Section 8 (Confidentiality). Customer warrants that Customer has and will have sufficient rights in the Customer Materials to grant the rights to 5X under this Agreement and that the Customer Materials will not violate any third-party rights.

5. CLIENT DUTIES AND RESPONSIBILITIES.

5.1. Customer shall: (i) pay 5X as per the terms set forth in Section 9 hereunder; (ii) provide, at its own cost, the software tools, database access, and system clearance for 5X  to complete the Services, and (iii) comply with all applicable laws

5.2. Customer represents, covenants, and warrants that Customer will use the Services only in compliance with Company’s standard published policies then in effect and all applicable laws and regulations. Customer hereby agrees to indemnify and hold harmless Company against any damages, losses, liabilities, settlements and expenses (including without limitation costs and attorneys’ fees) in connection with any claim or action that arises from an alleged violation of the foregoing or otherwise from Customer’s use of Services. Although Company has no obligation to monitor Customer’s use of the Services, Company may do so and may prohibit any use of the Services it believes may be (or alleged to be) in violation of the foregoing.

5.3. The Customer shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Services, including, without limitation, modems, hardware, servers, software, operating systems, networking, web servers and the like (collectively, “Equipment”). Customer  shall  also be  responsible for maintaining the security of the Equipment, Customer account, passwords (including but not limited to administrative and user passwords) and files, and for all uses of Customer account or the Equipment with or without Customer’s knowledge or consent.

6. RESTRICTIONS.

6.1. Restrictions. Customer shall not directly or indirectly (and will not permit its Users, Affiliates, Contractors or any other third party) (a) use any of 5X Confidential Information (as defined below) to create any service, software, documentation or data that is similar to, or competes, with any aspect of the Services; (b) disclose the Services (including Documentation) to third parties or use the Documentation for any reason other than in connection with the Services; (c) encumber, sublicense, transfer, rent, lease, time-share or use theServices in any service bureau arrangement or otherwise for the benefit of any third party; (d) copy, distribute, manufacture, adapt, create derivative works of, translate, localize, port or otherwise modify any aspect of the Services; (e) use or allow the transmission, transfer, export, re-export or other transfer of any product, technology or information it obtains or learns pursuant to this Agreement (or any direct product thereof) in violation of any export control or other laws and regulations of United States or any other relevant jurisdiction; or (f)  use the Service to provide, or incorporate the Service into, any substantially similar cloud-based service for the benefit of a third party or permit any third party to engage in any of thefore going acts.

6.2. Non-circumvention. During the term of this Agreement. Customer shall not, directly or indirectly, encourage, solicit, hire, or otherwise contract or engage for the performance of services, any party the Customer becomes aware of from 5X, or in connection with this Agreement.

6.3. The Customer hereby represents that they are not in any way engaged in a business that is the same or relatively similar to 5X and/or the Services and are not accessing the Services for the purpose of monitoring the availability, performance, or functionality of the Services or for any other benchmarking or competitive purpose

7. PROPRIETARY RIGHTS.

7.1 Underlying Technology. Except for the limited rights and licenses expressly granted to Customer in these Terms, it is hereby clarified by 5X that no other licenses are granted, no other use is permitted and 5X (and/or its licensors) shall retain all rights, title and interests (including all intellectual property and proprietary rights) in and to the Services and all Underlying Technology and 5X Materials.

7.2. Feedback. All Feedback shall be owned by 5X, and Customer hereby assigns all right, title and interest in and to such Feedback to 5X.

7.3. General Knowledge. Notwithstanding anything to the contrary herein, Customer agrees that 5X may reuse all generalized knowledge, experience, know-how, reports, analyses, work, and technologies (including ideas, concepts, processes and techniques) related to or acquired during provision of the Services under this Agreement, provided that 5X may not use such information in any manner that identifies Customer (collectively, “General Knowledge”). General Knowledge will be solely 5X’s Confidential Information.

7.4. Product Improvement and Aggregated Statistics. Customer further agrees that 5X has the right toaggregate, collect and analyze Customer data and other information relating to the use or performance of the Services and shall be free (during and after the term hereof) to (i) use such data and other information to improve 5X’s and its affiliates’ products and services, and (ii) disclose such data and other information solely in an aggregated and anonymized format that does not identify Customer or any individual.

8. CONFIDENTIALITY

8.1. Each party agrees that the business, technical, and financial information designated in writing as confidential, or disclosed in a manner that a reasonable person would understand the confidentiality of the information, shall be the confidential property of the disclosing party and its licensors (Confidential Information). For  the avoidance of doubt, the Documentation is the  Confidential Information of 5X. Confidential Information does not include information that (a) is previously rightfully known to the receiving party without restriction on disclosure; (b) is or becomes known to the general public, through no fault on the part of the receiving party; (c) is disclosed to the receiving party by a third party without breach of any separate nondisclosure obligation; or (d) is independently developed by the receiving party. The receiving party will use a degree of care not less than the care that it ordinarily uses with respect to its own confidential information of similar nature and importance, but in no event less than a reasonable degree of care, to (i) not use any Confidential Information of the disclosing party for any purpose outside the scope of this Agreement and (ii) except as authorized by the disclosing party in writing, limit access to Confidential Information of the disclosing party to those of its employees, consultants, contractors and subcontractors who need to know such information for the performance of obligations or exercise of the receiving party’s rights hereunder. Customer will not disclose the terms of this Agreement or any Order Form to any third party without the 5X’s prior written consent, provided that Customer will have the right to disclose a copy of this Agreement to its legal, professional and financial advisors. Upon the receiving party’s request after the expiration or termination of this Agreement, all of the Confidential Information (including any copies) will be returned to the disclosing party. If required by law, the receiving party may disclose Confidential Information of the disclosing party, but will give prior notice of such disclosure (to the extent legally permitted) to the disclosing party to permit the disclosing party to request protective orders or other confidential treatment therefore.

8.2. Respecting the confidentiality of Customer’s information is ingrained in every aspect of the company’s operations. In line with the SOC2 Trust Service Criteria for Confidentiality, all collected data are classified based on internal policies, segmenting information to ensure that only authorized personnel have access. Adhering to the principle of least privilege, access is restricted to the minimum necessary for designated tasks, enhancing the confidentiality of o Your data. All data, whether in storage or during transit, is subjected to rigorous encryption protocols to prevent unauthorized interception. The Company’s dedication extends to the lifecycle of Your information, as the Company dispose of data that is no longer required, following internal policies and industry best practices. This holistic approach ensures that confidential information remains safeguarded at all times.

9. PAYMENTS.

9.1. Fees. Customer agrees to pay 5X all Fees and expenses in the amounts and methods specified in the applicable online Order Form and invoices. 5X may provide the Customer with written notice of a change or increase in Pricing and such modified Pricing will become effective thereafter at the time of the renewal.

9.2. Billing cycle. Customers would be billed monthly on the 5th of every month for ‘Pay as you Use’. Capacity plans would predominantly be priced annually in advance, unless agreed differently on the specific Order Forms

9.3. Taxes. Fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including but not limited to value-added, sales, use or withholding taxes, assessable by any local, state, provincial, federal or foreign jurisdiction (collectively, “Taxes”). Customer is responsible for paying allTaxes associated with the Services under this Agreement and all Order Forms, excluding Taxes based solely on 5X’s net income. If 5X is deemed to have the legal obligation to pay or collect Taxes for which Customer is responsible, the amount shall be invoiced to and paid by Customer, unless Customer provides 5X with a valid tax exemption certificate authorized by the appropriate taxing authority.

9.4. Payment Terms.  All amounts (in USD) due hereunder shall be paid as they become due via credit card, or in the case of any other method within 5 business days (without deduction, set-off or counterclaim). Where 5X is late in issuing the invoice for payments methods other than credit card, the Customer would still have 5 working days to pay and for Credit Cards on the date of invoicing. Late payments will be subject to the lower of 1.5% per month penalty, or the maximum amount permitted by applicable law, compounded monthly on all outstanding overdue balances.   Where the payment date falls on a public / bank holiday, the Customer agrees to bring forward the payment to an earlier date when such payment is possible.

9.5. Disputes. Customer must contact 5X no later than 30 days after receipt of an invoice in which Customer believes there is an error in order to receive an adjustment or credit.  Customer agrees that failure to submit a timely dispute shall result in the waiver of Customer’s right to dispute the invoiced amount.

9.6. 5X hereby reserves the right to modify Pricing for any 5X Credit computations related to the Services. 5X shall notify the Customer in writing (via email or any communication methods as agreed between the Parties) of such new modification to the  Pricing and/or 5X Credit computation related to the Services at least 30 days prior to such an amendment taking effect.

10. WARRANTY AND DISCLAIMERS.

10.1. General. Each party represents and warrants that: (a) it is duly organized and validly existing under the laws of the jurisdiction in which it is organized; (b) it has full power and authority, and has obtained all approvals, permissions and consents necessary, to enter into this Agreement and to perform its obligations hereunder; (c) this Agreement is legally binding upon it and enforceable in accordance with its terms; and(d) the execution, delivery and performance of this Agreement does not and will not conflict with any agreement, instrument, judgment or understanding, oral or written, to which it is a party or by which it maybe bound.

10.2. Client. Customer represents and warrants that (a) it will comply with all applicable laws, rules and regulations; and (b) it will only use the Services in accordance with this Agreement.

10.3. No Warranties. 5X DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USEOF THE SERVICES.  EXCEPT AS EXPRESSLY SET FORTH, THE SERVICES ARE PROVIDED “AS IS.”  5XDOES NOT WARRANT THAT THE SERVICES RESULT IN ANY OUTCOME, OR THAT THEY WILL BE UNINTERRUPTED OR ERROR-FREE.   TO THE FULLEST EXTENT PERMITTED BY LAW, 5X HEREBY DISCLAIMS (FOR ITSELF AND ITS SUPPLIERS) ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED,ORAL OR WRITTEN, WITH RESPECT TO THE SERVICES INCLUDING, WITHOUT LIMITATION, ALL IMPLIED   WARRANTIES   OF   TITLE,   NON-INFRINGEMENT,   QUIET   ENJOYMENT,   INTEGRATION,MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE AND ALL WARRANTIES ARISING FROM ANY COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE.

10.4 Vendors.  5X shall not be liable for any third party vendor products or vendor commitments. 5X cannot guarantee the continued availability of third party vendor products and may cease providing Services reliant on such vendor products without entitling Customer to any refund, credit, or other compensation(e.g., without limitation, if a tool or service becomes inoperable through no fault of 5X).

10.5. Client materials. Customer shall not provide 5X with access to Customer Materials. 5X is not responsible for any disclosure, modification or deletion of any Customer Materials.  5X expressly disclaims any liability in connection with therewith, and Customer is solely liable for any errors, loss, or any other damage to the Customer Materials even if such errors, loss, or other damage is caused by the 5X.

11. LIMITATION OF LIABILITY

11.1. TO THE  FULLEST  EXTENT  PERMITTED  BY  APPLICABLE  LAW,   IN  NO  EVENT  SHALL  5X  OR  ITS AFFILIATES BE LIABLE CONCERNING THE SUBJECT MATTER OF THIS AGREEMENT, REGARDLESS OF THE FORM OF ANY CLAIM OR ACTION (WHETHER IN CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE), FOR ANY (A) LOSS OR INACCURACY OF DATA, LOSS OR INTERRUPTION OF USE, OR COST OF PROCURING SUBSTITUTE TECHNOLOGY, GOODS OR SERVICES, (B) INDIRECT, PUNITIVE, INCIDENTAL, RELIANCE, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES INCLUDING, BUT NOT LIMITED TO, LOSS OF BUSINESS, REVENUES, PROFITS AND GOODWILL OR (C) DAMAGES, IN THE AGGREGATE, IN EXCESS OF THE AMOUNTS PAID TO 5X UNDER THE APPLICABLE ORDER FORM DURING THE PREVIOUS SIX (6) MONTHS, EVEN IF 5X HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

12. INDEMNITY

12.1. Customer shall indemnify, defend and hold harmless 5X, and its Affiliates, and their current and former officers, directors, employees, agents and representatives from and against any and all third party claims, causes of action, suits, damages, losses, costs and expenses (including, without limitation, attorneys’ fees and costs) arising out of Customer’s breach of any representation, warranty or other obligation in this Agreement, Customer’s use or misuse of the Services in violation of this Agreement or Applicable Law

13. TERM AND TERMINATION

13.1. Term. The term of this Agreement will commence on the effective date of the subscription term and continue until terminated as set forth below.  In terms of the services offering, except as set forth in the applicable Order Form, the term of each Order Form will automatically renew for successive renewal terms equal to the length of the initial term of such Order Form, unless either party provides the other party with written notice of non-renewal of at least thirty (30) days’ notice.

13.2. Termination; Suspension. (a)  Subscription  term  can  be  cancelled  at  any-time  (except  if  specified otherwise in the Order Form) and access would remain until the end of the current billing cycle, fees would also be payable until last day of subscription, (b) The services agreement may be terminated by either party if the other party materially breaches a provision of this Agreement and fails to cure such breach within 30days (or 10 days in the case of non-payment) after receiving written notice of such breach from the non-breaching party; and (b) this Agreement may be terminated by either party upon written notice to the other party at any time if there are no outstanding Order Forms. Termination of this Agreement shall terminate all outstanding Order Forms. Without limiting its rights and remedies hereunder, or at law or equity, 5X may suspend the Services in the event of any unpaid or overdue payments. Effects of Termination.  Except as otherwise set forth on an applicable Order Form, any expiration or termination of any Order Form or thisAgreement, all corresponding rights, obligations and licenses of the parties shall cease, except that (a) allobligations that accrued prior to the effective date of termination (including without limitation, all payment obligations) shall survive; (b) 5X shall cease providing the Services and (c) any terms or conditions that by their nature should survive such termination will survive, including terms and conditions relating to payment, proprietary rights or restrictions, confidentiality, disclaimers, indemnification, limitations of liability and termination and the general provisions below.

14. GENERAL PROVISIONS

14.1. Entire Agreement. This Agreement (including the Order Forms) constitutes the entire agreement, and supersedes all prior negotiations, understandings or agreements (oral or written), between the parties regarding the subject matter of this Agreement (and all past dealing or industry custom). In the event of any conflict between the terms of this Agreement and the terms of any Order Form, the terms of the Order Form shall control. This Agreement supersedes any forms, order forms, invoices, policies, or other terms and conditions provided by either party. Except as set forth in Section 12.8, no change, consent or waiver under this Agreement will be effective unless in writing and signed by the party against which enforcement is sought.  The failure of either party to enforce its rights under this Agreement at any time for any period will not be construed as a waiver of such rights, and the exercise of one right or remedy will not be deemed a waiver of any other right or remedy.  If any provision of this Agreement is determined to be illegal or unenforceable, that provision will be limited or eliminated to the minimum extent necessary so that thisAgreement will otherwise remain in full force and effect and enforceable. This Agreement is in English, which language shall be controlling in all respects. All notices under this Agreement will be in writing, in English and delivered to the parties at their respective addresses stated herein or at such other addresses designated by written notice.

14.2. 5X Contracting Entity, Notices, Governing Law, and Venue. The 5X entity entering into this Agreement, the address to which Customer should direct notices under this Agreement, the law that will apply in any dispute or lawsuit arising out of or in connection with this Agreement, and the courts that have jurisdiction over any such dispute or lawsuit (if any) will be set forth in the applicable Order Form.  5X may extend the rights granted hereunder and/or delegate its obligations hereunder to any of its Affiliates. This Agreement will not be governed by the United Nations Convention on Contracts for the International Sale ofGoods

a) Notices to Customer may be sent to the address listed on the applicable Order Form or email address provided by Customer when it creates its account with 5X.

b) Notices will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by email; upon confirmed receipt, if sent for next day delivery by recognized overnight delivery service; or upon receipt, if sent by certified or registered mail, return receipt requested.

14.3. Remedies.  Except as specifically provided otherwise herein, each right and remedy in this Agreement is in addition to any other right or remedy, at law or in equity.  Each party agrees that, in the event of any breach or threatened breach of Section 4 (Restrictions), Section 5 (Proprietary Rights) or Section 6(Confidentiality), the non-breaching party will suffer irreparable damage for which it will have no adequate remedy at law. Accordingly, the non-breaching party shall be entitled to seek injunctive and other equitable remedies to prevent or restrain such breach or threatened breach, without the necessity of posting any bond.

14.4. Force Majeure. In the event that either party is prevented from performing, or is unable to perform, any ofits obligations under this Agreement (except payment obligations) due to any cause beyond its reasonable control including, without in any way limiting the generality of the foregoing, fire, explosion, pandemic, earthquake, storm, flood, strike, war, insurrection, riot, act of God or the public enemy, failures in any telecommunications, network or other service or equipment that are not within a party’s reasonable control, unauthorized access, breach of firewalls or other hacking by third parties, instructions of government or other public authorities, or judgment or decree of a court of competent jurisdiction (not arising out of breach by such party of this Agreement), the affected party’s performance shall be excused or extended for the period of delay or inability to perform due to such occurrence.

14.5. Publicity. Customer hereby grants 5X a limited, non-exclusive license to use Customer’s name and logo to identify Customer as a customer of 5X, including on 5X’s public-facing website and in marketing and promotional materials.

14.6. Assignment. This Agreement and the rights and obligations hereunder may not be assigned, in whole or in part, by either party without the other party's written consent, not to be unreasonably withheld. However, without consent, 5X may assign this Agreement to any successor to all or substantially all of its business or assets that concerns this Agreement (whether by sale of assets or equity, merger, consolidation or otherwise). This Agreement shall be binding upon, and inure to the benefit of, the successors, representatives and permitted assigns of the parties.

14.7. Independent Contractors. The parties shall be independent contractors under this Agreement, and nothing herein will constitute either party as the employer, employee, agent or representative of the other party, or both parties as joint venturers or partners for any purpose.

14.8. Amendment. 5X reserves the right in its sole discretion and at any time and for any reason to modify these Terms including but not limited to introducing any new Service, revisions to Pricing and/or 5X Credit computation. 5X shall notify the Customer in writing (via email or any communication methods as agreed between the Parties) of such new modification related to theServices at least 90 days prior to such an amendment taking effect. Any modifications to these Terms shall become effective upon posting on 5X’s website, provided that if Customer has paid for a subscription to the Services, then such modifications will be effective with respect to such subscription on the date of Customer’s next subscription renewal. It is the Customer's responsibility to review these Terms from time to time for any changes or modifications. If Customer does not agree to the modified terms, Customer may provide notice of Customer’s non-renewal at any point prior to the Customer’s next renewal.

14.9. Security. The cornerstone of the company’s  operations lies in ensuring the utmost security of the Customer’s data and digital assets. The company's commitment to adhering to the SOC2 Trust Service Criteria for security is unwavering by maintaining a robust security posture through an integrated approach that encompasses various facets. Proactive measures include continuous monitoring of the security landscape and attack surface, enabling the company to swiftly detect and respond to potential threats. Multi-layered security protocols such as two-factor authentication (2FA) for critical infrastructure and vendor accounts are enforced, bolstered by state-of-the-art network and application firewalls. Data entrusted to the company is treated with the highest level of encryption, both at rest and in transit, to prevent unauthorized access. Our vigilant intrusion detection systems further fortify our defence mechanisms. These practices collectively ensure that client’s valuable data remains shielded from vulnerabilities and potential breaches, reflecting our resolute commitment to Your security.