Terms of Service

Effective Date: 2023-09-04

THE TERMS OF SERVICE APPLY TO USE OF THE SERVICES PROVIDED BY XPLY, LLC. PLEASE READ THESE TERMS CAREFULLY. BY USING THE SERVICES, YOU AGREE TO THESE TERMS. IF YOU DO NOT AGREE TO THESE TERMS, YOU MAY NOT USE OUR SERVICES. THESE TERMS APPLY TO BOTH THE CUSTOMER ORDERING PAID OR TRIAL SERVICES AS WELL AS ANY USERS GRANTED ACCESS BY THE CUSTOMER (“Customer,” “You,” “Your”).

1. Introduction.

These Terms of Service (“Terms” or “TOS”) govern your use of the Xply website and Software-as-a-Service application available at MultiplyGTM.com (together or individually a “Service” and collective the “Services”) provided by Xply, LLC (“Xply,” “Company,” “we,” “our,” or “us”). Our privacy policy, available at www.multiplyGTM.com/privacy(“Privacy Policy”), also governs your use of our Services and explains how we collect, safeguard and disclose information that results from your use of our web page or application(s). These Terms, our Privacy Policy, and any order form for the Services where applicable (“Order Form”) govern your use of our Services (together the “Agreement”). You acknowledge that you have read and agreed to be bound by the terms of the Agreement. If you do not agree or cannot comply with the Agreement, you may not use the Services. The Agreement applies to all visitors, users and others who access or use Services.

2. Subscription.

If you use the Services offered by MultiplyGTM on a subscription basis (“Subscription”), you commit to comply with the Agreement as a condition of your use of the Service. Your right to use the Subscription Services will apply for the time period for which you commit to pay for the Subscription and begins when you sign an Order Form (“Subscription Period”).

3. Subscription Fees, Renewal, Payment, Taxes.

If you use the Services offered by Xply on a subscription basis (“Subscription”), you commit to comply with the Agreement as a condition of your use of the Service. Your right to use the Subscription Services will apply for the time period for which you commit to pay for the Subscription and begins when you sign an Order Form (“Subscription Period”).

3.1 At the end of each Subscription Period, your Subscription will automatically renew unless canceled by either party at least 60 days prior to the end of the then-current Subscription Period. You may cancel your Subscription renewal by contacting the customer support team at support@multiplgygtm.com.

3.2 Xply, in its sole discretion and at any time, may modify Subscription Fees for the Subscriptions. Any Subscription Fee change will become effective for the subsequent Subscription Period. Xply will provide you with reasonable prior notice of any change in Subscription Fees to give you an opportunity to terminate your Subscription before such change becomes effective. Your failure to cancel prior to automatic renewal after Subscription Fee change comes into effect constitutes your agreement to pay the modified Subscription fee amount.

3.3 A valid payment method is required to process the payment of your Subscription Fees. You shall provide Xply with accurate and complete billing information that may include but not limited to full name, address, state, postal or zip code, telephone number, and valid payment method information.

3.4 By submitting such payment information, you authorize Xply to charge all Subscription Fees incurred through your account to any such payment instruments. You represent and warrant that: (i) you have the legal right to use any payment card(s) or other payment method(s) submitted for payment of Subscription Fees; and that (ii) the information you supply to us is true, correct and complete. We may use third party services for the purpose of facilitating payment and managing Subscriptions. By submitting your information, you grant us the right to provide the information to these third parties subject to our Privacy Policy. We reserve the right to refuse or cancel your order if fraud or an unauthorized or illegal transaction is suspected.

3.5 Subscription Fees are due 30 days from the date of the invoice. Should automatic billing fail to occur for any reason, Xply reserves the right to suspend your access to the Service with immediate effect; failure of a payment method does not terminate your obligation to pay for a validly ordered Subscription for the duration of your Subscription Period.

3.6 Invoices not paid when due shall incur a service charge of one and one-half percent (1.5%) per month on any outstanding balance or the maximum legal rate allowed by law, whichever is less. Xply shall also be entitled to receive, in addition to the amounts due hereunder, reasonable attorney’s fees and all costs and expenses incident to collection of such amounts.

3.7 Unless identified on an order form or invoice, fees are stated exclusive of any taxes, levies, duties, or similar governmental assessments of any nature, including, for example, value-added, sales, use or withholding taxes, assessable by any jurisdiction (collectively, “Taxes”). Customer will be responsible for paying all Taxes associated with its purchases, except for those taxes based on our net income. Should any payment for the Subscription be subject to withholding tax by any government, Customer will reimburse us for such withholding tax.

4. Free Trial.

Xply may, in its sole discretion, offer a Subscription with a free trial for a limited period of time ("Free Trial"). At any time and without notice, Xply reserves the right to (i) modify the terms for a Free Trial offer, or (ii) cancel a Free Trial offer. If we include additional terms and conditions on the trial registration web page, terms will apply to the Free Trial as well. Free Trials are provided as-is with no warranties of any kind and Xply’s liability for Free Trials is limited to $50. If you register for a Free Trial, we will make the applicable Subscription available to you on a trial basis free of charge until the earlier of (a) the end of the free trial period (if not terminated earlier) or (b) the start date of your paid subscription. Unless you purchase a Subscription before the end of the Free Trial, all of your data in the Subscription may be permanently deleted at the end of the Free Trial.

5. Content.

Our Service allows you to store, share and otherwise make available certain information, data, or other material (“Content”). You are responsible for Content that you post on or through Service, including its legality, reliability, and appropriateness.

5.1 By posting Content on or through the Service, You represent and warrant that: (i) Content is yours (you own it) and/or you have the right to use it and the right to grant us the rights and license as provided in this Agreement, (ii) that you have secured all rights in and to Content as may be necessary to grant the rights for Xply to provide the Service; and (iii) that the posting of your Content on or through the Service does not violate the privacy rights, publicity rights, copyrights, contract rights or any other rights of any person or entity. We reserve the right to remove Content and/or terminate the account of anyone found to be infringing a third party’s proprietary rights.

5.2 You retain your rights to any Content you submit, post or display on or through Service and you are responsible for protecting those rights. We take no responsibility and assume no liability for Content you or any third party posts on or through the Service. However, by posting Content using the Service you grant us a worldwide, non-exclusive limited right to access, use, process, copy, distribute, perform, export and display your Content as reasonably necessary (a) to provide, maintain and update the Services; (b) to prevent or address service, security, support or technical issues; (c) as required by law; and (d) as expressly permitted in writing by Customer. The right and license to use, reproduce, and distribute such Content on and through the Service but solely for the purpose of providing the Service.

5.3 Xply has the right but not the obligation to monitor and edit all Content provided by users. Other than Customer-provided Content, the content found on or through this Service are the property of Xply or used with permission. You may not distribute, modify, transmit, reuse, download, repost, copy, or use said Content, whether in whole or in part, for commercial purposes or for personal gain, without express advance written permission from us.

5.4 MultiplyGTM will handle Content in accordance with the Privacy Policy.

6. Acceptable Use Policy.

You may use Service only for lawful purposes and in accordance with the Agreement. You agree not to use any Service:

6.1 In any way that violates any applicable national or international law or regulation.

6.2 For the purpose of exploiting, harming, or attempting to exploit or harm minors in any way by exposing them to inappropriate content or otherwise.

6.3 To transmit, or procure the sending of, any advertising or promotional material, including any “junk mail,” “chain letter,” “spam,” or any other similar solicitation.

6.4 To impersonate or attempt to impersonate us, an Xply employee, another user, or any other person or entity.

6.5 In any way that infringes upon the rights of others, or in any way is illegal, threatening, fraudulent, or harmful, or in connection with any unlawful, illegal, fraudulent, or harmful purpose or activity.

6.6 To engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of Service, or which, as determined by us, may harm or offend Company or users of Service or expose them to liability.

Additionally, you agree not to:

6.7 Use Service in any manner that could disable, overburden, damage, or impair Service or interfere with any other party’s use of Service, including their ability to engage in real time activities through Service.

6.8 Use any robot, spider, or other automatic device, process, or means to access Service for any purpose, including monitoring or copying any of the material on Service.

6.9 Use any manual process to monitor or copy any of the material on the Service or for any other unauthorized purpose without our prior written consent.

6.10 Use any device, software, or routine that interferes with the proper working of the Service, including introducing any viruses, trojan horses, worms, logic bombs, or other material which is malicious or technologically harmful.

6.11 Attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of Service, the server on which Service is stored, or any server, computer, or database connected to Service; or

6.12 Attempt to interfere with the proper working of the Service in any way.

7. Communications & Promotions.

By using our Services, you agree to subscribe to newsletters, marketing or promotional materials and other information we may send. However, you may opt out of receiving any, or all, of these communications from us by following the unsubscribe instructions or by emailing at info@multiplyGTM.com. If you enable communications that are offered by the Service, you consent to our use of your contact information for that purpose.

8. Third Party Service Providers & Links.

8.1 Xply uses third-party service providers to provide the Services, which may include monitoring and analyzing use of our Service(s) to help us improve our offerings or for processing payments. Your use of our Services serves as your acknowledgment of our use of such third party providers. Our use of third party service providers will be consistent consent to use.

8.2 Our Service may contain links to third party web sites or services that are not owned or controlled by Xply. Xply has no control over, and assumes no responsibility for the content, privacy policies, or practices of any third party web sites or services. We do not warrant the offerings of any of these entities/individuals or their websites. THE TERMS OF SERVICE AND PRIVACY POLICIES OF THIRD-PARTY WEB SITES OR SERVICES THAT YOU VISIT OR USE APPLY TO THOSE WEBSITES AND SERVICES. We strongly advise you to review those terms and policies.

XPLY IS NOT RESPONSIBLE, DIRECTLY OR INDIRECTLY, FOR ANY DAMAGE OR LOSS CAUSED OR ALLEGELY CAUSED BY OR IN CONNECTION WITH USE OF OR RELIANCE ON ANY SUCH THIRD-PARTY CONTENT, GOODS OR SERVICES AVAILABLE ON OR THROUGH ANY SUCH WEBSITES OR SERVICES.

9. Accounts & Users.

When you create an account with us, you guarantee that the information you provide us is accurate, complete, and current at all times. Inaccurate, incomplete, or obsolete information may result in the immediate termination of your account on Service.

9.1 You are responsible for maintaining the confidentiality of your account and password, including but not limited to the restriction of access to your computer and/or account. You agree to accept responsibility for all activities or actions that occur under your account and/or password, whether your password is with our Service or a third-party service. You must notify us immediately upon becoming aware of any breach of security or unauthorized use of your account.

9.2 You may not use as a username the name of another person or entity or that is not lawfully available for use, a name or trademark that is subject to any rights of another person or entity other than you, without appropriate authorization. You may not use as a username any name that is offensive, vulgar or obscene.

9.3 Logins to the Service may not be shared by multiple users.

9.4 The Service is intended only for access and use by individuals at least 18 years old. By accessing or using Service, you warrant and represent that you are at least 18 years of age and with the full authority, right, and capacity to enter into this agreement and abide by all of the terms and conditions of Terms. If you are not at least 18 years old, you are prohibited from both the access and usage of the Service.

9.5 We reserve the right to refuse service, terminate accounts, remove or edit content, or cancel orders for accounts or users that violate the Agreements or otherwise in our sole discretion.

10. Intellectual Property.

10.1 The Service and its original content (excluding Content provided by users), features and functionality are and will remain the exclusive property of Xply and its licensors. The Services are the intellectual property of Xply laws. Customer may not or may not allow or seek another party to (i) create any derivative works of the Services or Xply’s intellectual property, (ii) modify, reverse engineer, decompile, disassemble or translate the source/object code comprising the Application; (iii) or remove, obscure or alter any notice of copyright or other proprietary notices present on or in the Application (or services constituting the Application). Xply trademarks may not be used in connection with any product or service without the prior written consent of Xply.

10.2 Customer hereby transfers to Xply or its designee, all of its right, title and interest in and to any and all inventions, original works of authorship, developments, concepts, improvements or trade secrets, whether or not patentable or registrable under copyright or similar laws arising from the Subscription Service(s), which may be created or conceived by Customer or its employees. Customer agrees to execute and deliver to Xply any document evidencing such transfer at the request of Xply.

10.3 If Xply makes software components available as part of or related to the Services, via download, app stores or other channels, Xply grants Customer a non-sublicensable, non-transferable, non-exclusive, limited license for Customer and its users to use the object code version of these components, but solely as necessary to use the Subscription Service(s) and in accordance with the Agreement.

11. Indemnification.

11.1 Customer Indemnification. You will indemnify, defend and hold us harmless, at your expense, against any third-party claim, suit, action, or proceeding (each, an "Action") brought against us (and our officers, directors, employees, agents, service providers, licensors, and affiliates) by a third party not affiliated with us to the extent that such Action is based upon or arises out of (i) unauthorized or illegal use of the Subscription Service by you or your users or Content, (ii) your or your users’ noncompliance with or breach of this Agreement, (iii) use of third-party products by Customer or users, or (iv) the unauthorized use of the Subscription Service by any other person using your user information. We will: notify you in writing within thirty (30) days of our becoming aware of any such claim; give you sole control of the defense or settlement of such a claim; and provide you (at your expense) with any and all information and assistance reasonably requested by you to handle the defense or settlement of the claim.

11.2 Xply Indemnification. Xply will defend Customer from and against any and all third party claims, actions, suits, proceedings, and demands alleging that the use of the Services as permitted under the Agreement infringes or misappropriates a third party’s intellectual property rights (a “Action Against Customer”), and will indemnify Customer for all reasonable attorney’s fees incurred and damages and other costs finally awarded against Customer in connection with or as a result of, and for amounts paid by Customer under a settlement we approve of in connection with an Action Against Customer. However, Xply will have no liability if an Action Against Customer arises from (i) Content or third-party products (except where embedded in the Service and subject to this Agreement); or (ii) any modification, combination or development of the Services that is not performed by us, including in the use of any application programming interface (API). Customer must provide Xply with prompt written notice of any such Action Against Customer and allow us the right to assume the exclusive defense and control and cooperate with any reasonable requests assisting our defense and settlement of such matter. This section states our sole liability with respect to, and Customer’s exclusive remedy, with respect to an Action Against Customer.

11.3 Limitations on Indemnification. An indemnified party will always be free to participate in the defense of a claim and choose its own counsel (i) if it pays for the cost of such counsel (not reimbursable under indemnity); and (ii) provided no settlement may be entered into by an indemnifying party, without the express written consent of the indemnified parties (such consent not to be unreasonably withheld), if the settlement (a) involves the making of admissions by the indemnified parties, (b) does not include a full release of liability for the indemnified parties, (c) includes payment of money by indemnified party; or (d) imposes liability not covered by this indemnity or places material restrictions or obligations on the indemnified party.

12. Error Reporting & Feedback.

You may contact us directly at support@multiplgygtm.com with information and feedback concerning errors, suggestions for improvements, ideas, problems, complaints, and other matters related to our Service (“Feedback”). You acknowledge and agree that: (i) you shall not retain, acquire or assert any intellectual property right or other right, title or interest in or to the Feedback; (ii) Company may have development ideas similar to the Feedback; (iii) Feedback may and will not contain confidential information or proprietary information from you or any third party; and (iv) Xply is not under any obligation of confidentiality with respect to the Feedback. In the event the transfer of the ownership to the Feedback is not possible due to applicable mandatory laws, you grant Company and its affiliates an exclusive, transferable, irrevocable, free-of-charge, sub-licensable, unlimited and perpetual right to use (including copy, modify, create derivative works, publish, distribute and commercialize) Feedback in any manner and for any purpose.

13. Warranty & Disclaimer.

13.1 Xply warrants that the Subscription Service shall perform substantially in accordance with the documentation for that Service during the term. Customer’s sole remedy for breach of this warranty and Xply’s sole obligation hereunder shall be the repair, replacement or correction of the Service (as determined in our sole discretion). TO THE EXTENT PERMITTED BY LAW AND EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. XPLY MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE OPERATION OF THE SERVICES, OR THE INFORMATION, CONTENT OR MATERIALS INCLUDED THEREIN. YOU EXPRESSLY AGREE THAT YOUR USE OF THESE SERVICES IS AT YOUR SOLE RISK.

13.2 NEITHER XPLY NOR ANYONE ASSOCIATED WITH XPLY REPRESENTS OR WARRANTS THAT THE SERVICES WILL BE ACCURATE, RELIABLE, COMPLETE, ERROR-FREE, ABSOLUTELY SECURE, OR UNINTERRUPTED, THAT THE SERVICES OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT THE SERVICES WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.

13.3 XPLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR PARTICULAR PURPOSE. The foregoing does not affect any warranties which cannot be excluded or limited under applicable law.

14. Limitation of Liability.

14.1 EXCEPT AS PROHIBITED BY LAW, YOU WILL HOLD US AND OUR OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS HARMLESS FOR ANY INDIRECT, PUNITIVE, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGE, HOWEVER IT ARISES (INCLUDING ATTORNEYS’ FEES AND ALL RELATED COSTS AND EXPENSES), WHETHER IN AN ACTION OF CONTRACT, NEGLIGENCE, OR OTHER CAUSE OF ACTION, OR ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR ARISING FROM YOUR VIOLATION OF ANY FEDERAL, STATE, OR LOCAL LAWS, STATUTES, RULES, OR REGULATIONS, EVEN IF XPLY HAS BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. EXCEPT AS PROHIBITED BY LAW, IF THERE IS LIABILITY FOUND ON THE PART OF XPLY, IT WILL BE LIMITED TO THE AMOUNT PAID FOR THE SERVICES. CUSTOMER UNDERSTANDS AND AGREES THAT ABSENT YOUR AGREEMENT TO THIS LIMITATION OF LIABILITY, WE WOULD NOT PROVIDE THE SERVICES TO YOU.

14.2 Services are intended for use by businesses and organizations and not for consumer purposes. To the maximum extent permitted by law, Customer acknowledges and agrees that consumer laws do not apply. If however any consumer laws (e.g., in Australia, the Competition and Consumer Act 2010) do apply and cannot otherwise be lawfully excluded, nothing in these Terms will restrict, exclude or modify any statutory warranties, guarantees, rights or remedies a user may have, and Xply’s liability is limited (at its option) to the replacement, repair or resupply of the Services or the pro-rata refund to Customer of pre-paid fees for your subscription covering the remainder of the term.

15. Term & Termination.

15.1 The term of the Agreement shall be the duration of any Subscription including a Free Trial. Subscriptions may be cancelled early, but no refunds will be provided for not using the Subscription Service or seeking to end the Subscription Period early. This Agreement may not otherwise be terminated prior to the end of the Subscription Term.

15.2 Either party may terminate this Agreement for cause, as to any or all Subscription Services: (i) upon thirty (30) days’ notice to the other party of a material breach if such breach remains uncured at the expiration of such period, or (ii) immediately, if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, cessation of business, liquidation or assignment for the benefit of creditors, or if the breach is of a nature that cannot be cured. In addition to any other rights hereunder, Xply reserves the right to suspend or terminate this Agreement and Customer’s access to the Service if Customer’s account becomes delinquent (falls into arrears) and the Customer does not correct such delinquency upon five (5) days’ written notice. We may also terminate this Agreement for cause on thirty (30) days’ notice if we determine that you are acting, or have acted, in a way that has or may negatively reflect on or affect us, our prospects, or our customers.

15.3 Upon termination for cause by Customer, Xply will refund any prepaid fees covering the remainder of the term of the terminated Subscription from the effective date of termination. Subscription Fees are otherwise non-refundable. Upon any termination for cause by Xply, Customer will pay any unpaid fees covering the remainder of the term of the terminated Subscription, if any.

15.4 All provisions of the Agreement which by their nature should survive termination shall survive termination, including, without limitation, governing law, payment obligations, confidentiality, ownership provisions, warranty disclaimers, indemnity and limitations of liability.

16. Confidentiality.

16.1 Customer and Xply acknowledge that, by reason of the business relationship created under this Agreement, each party may have access to certain non-public information and materials relating to the other party’s prospective employees, employees, business plans, customers, software technology, and marketing strategies, operations of the Services, information about Xply’s business procedures, and other similar confidential or proprietary information which is confidential and of substantial value to the respective parties (“Confidential Information”). Each party agrees that it will (a) take at least reasonable measures to prevent the unauthorized disclosure or use of the other party’s Confidential Information, and limit access to those employees, affiliates and contractors who need to know such information in connection with the Agreement; and (b) not use or disclose any Confidential Information of the other party for any purpose outside the scope of this Agreement. However, either party may share the other party’s Confidential Information (c) with financial and legal advisors that are bound to confidentiality obligations at least as restrictive as those herein or (d) if required by law, provided the disclosing party provides the other party prior notice of any compelled access or disclosure if legally permitted.

16.2 Upon termination of this Agreement, each party shall return to the other all Confidential Information belonging to the other party. If the provisions of this section are breached, or threatened to be breached, the parties acknowledge that an irreparable harm will occur upon such breach, and the non-breaching party shall be entitled to seek injunctive relief. The terms and conditions of this Agreement, including pricing, shall be considered Confidential Information.

17. Changes to Service.

Xply reserves the right to modify the Subscription Service from time to time, including by adding or deleting features and functions, to improve the customer experience. However, we will not make changes to the Subscription that materially reduce the functionality provided to you during a Subscription Period. We will not be liable if for any reason all or any part of the Services is unavailable at any time or for any period except where otherwise expressly provided in the Agreement.

18. Complete Agreement; Modification.

18.1 This Agreement, together with all documents incorporated herein by reference (including applicable order forms), constitutes the complete and exclusive statement of the Agreement between the parties and supersedes all terms, agreements, contracts, proposals or prior expressed or implied agreements or understandings between the parties in any format, whether electronic, oral or written, concerning the subject matter hereof. To the extent of any conflict or inconsistency between documents comprising the Agreement, the following order of precedence will apply: (i) the terms of any order form (if any), (2) the Terms and (3) any other documents or pages referenced in the Terms (e.g., the Privacy Policy). Our obligations are not contingent on the delivery of any future functionality or features of the Subscription Service or dependent on any oral or written public comments made by us regarding future functionality or features of the Subscription Service.

18.2 No terms or conditions stated in a Customer purchase order, vendor onboarding process or web portal, or any other Customer order documentation outside of the order forms issued by Xply will be incorporated into, modify, amend, or form any part of the Agreement, and all such terms or conditions are rejected and be of no force or effect. Customer will be responsible for notifying users of those conflicts or inconsistencies and the terms set forth herein will be binding on all users.

18.3 We may amend the Agreement at any time by posting the amended terms on this site. It is your responsibility to review the Agreement periodically as the terms are binding on you. Your continued use of the Services following the posting or effective date (as applicable) of the revised Agreement means that you accept and agree to the revised terms.

19. Risks of Delivery & Security.

Customer acknowledges that the Services are provided in part over the Internet or other public networks, over which Xply maintains no control, and that risks, including loss and corruption of data, delays, non-deliveries, mis-deliveries, and service interruptions, are associated with the reception, transmission, storage, manipulation, and other uses of data. Customer acknowledges and accepts these risks. Customer agrees to ascertain, implement, and take all appropriate or necessary precautions to protect itself from losses and damages associated with such risks and acknowledges it has been advised to acquire insurance against such risk.

20. Dispute Resolution.

The parties agree to waive a jury trial and consent to the exclusive jurisdiction of the courts in Houston, TX to resolve any dispute hereunder. However, either party may seek equitable relief in any court to protect against an actual or threatened violation of its confidentiality or intellectual property rights, and Xply may seek relief in any court to compel payment due hereunder. Except for actions for nonpayment or breach of a party’s proprietary rights, no action, regardless of form, arising out of or relating to this Agreement may be brought by you more than one (1) year after the cause of action has accrued.

21. Compliance with Laws; Export.

Both parties will comply with all U.S. state and federal laws (where applicable) with respect to the Services. We reserve the right to disclose any information as necessary to satisfy any law, regulation, legal process or governmental request. You will comply with all laws related to your use of the Services as they pertain to export control, including compliance with the sanctions programs administered by the Office of Foreign Assets Control (OFAC) of the U.S. Department of the Treasury. You will not directly or indirectly export, re-export, or transfer the Services to prohibited countries or individuals or permit use of the Services by prohibited countries or individuals.

22. General.

22.1 Law; Entire Agreement. The Agreement shall be governed and construed in accordance with the laws of Texas, which governing law applies to agreement without regard to its conflict of law provisions. The Agreement constitutes the entire and complete agreement between us regarding our Services and supersedes and replaces any prior agreements we might have had between us regarding the Services.

22.2 Waiver and Severability. No waiver by Company of any term or condition set forth in the Agreement shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of Company to assert a right or provision under the Terms shall not constitute a waiver of such right or provision. If any provision of the Agreement is held by a court or other tribunal of competent jurisdiction to be invalid, illegal or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms will continue in full force and effect.

22.3 Assignment. This Agreement may not be assigned by either party without the prior written consent of the other party. However, either party may assign this Agreement to any parent, affiliate, or subsidiary of such party, or to any successor to the business of such party, without the other party’s consent so long as the assignee agrees in writing to assume all of the rights and obligations of the assigning party hereunder.

22.4 Headings. The various headings in this Agreement are inserted for convenience only, and shall not affect the meaning or interpretation of this Agreement.

22.5 No Third Party Beneficiaries. Nothing in this Agreement, express or implied, is intended to or shall confer upon any third party person or entity any right or entitlement under this Agreement.

22.6 Independent Contractors. This Agreement is not intended, and shall not be construed, to create between Customer and Xply a relationship as partners, co-venturers, employer and employee, or principal and agent.

22.7 Notices. Except as otherwise provided in this Agreement, all notices to Customer will go to the notice email listed in the Order Form unless otherwise indicated. Notices regarding non-renewal, or any other issue other than legal issues to Xply shall go to info@multiplygtm.com Notices to Xply regarding legal issues must be sent to info@multiplygtm.com with a copy to 1100 W. Main Street, Suite 220, Tomball, TX 77375 (i.e. FedEx, DHL, etc) or U.S Postal Service, postage prepaid, or registered mail with a return receipt requested. A notice will be deemed to have been duly given (a) the day after it is sent, in the case of a notice sent through email, with a proof of delivery receipt returned for notice of legal issues or non-renewal emails; and (b) the day delivered as indicated by the courier or US. Postal Service notice of delivery receipt. If electronic notice fails to return a valid proof of delivery, another type of notice is required.

We may give electronic notices by general notice via the Subscription Service, where available, and may give electronic notices specific to you by email to your e-mail address(es) on record in our account information for you. Either party may update its notice address by emailing the other party consistent with this section.

22.8 Publicity. Unless Customer objects in writing, Xply may use Customer’s name and logo on its website and customer lists for the limited purpose of identifying Customer as a user of Xply Services.

22.9 Force Majeure. Neither party shall be liable for failure to perform, nor be deemed to be in default, under this Agreement for any delay or failure in performance resulting from causes beyond its reasonable control, including but not limited to failure of performance by the other party, acts of state or governmental authorities, acts of terrorism, natural catastrophe, fire, storm, flood, earthquake, riot, insurrection, civil disturbance, sabotage, embargo, blockade, acts of war, or power failure. In the event of such delay, the date of delivery or time of completion will be extended by a period of time reasonably necessary to overcome the effect of any such delay.