Terms & Conditions for the Use of the CXQuest Software Platform

By registering an account as a client, or otherwise proceed from this page, you conclude a legally binding agreement with us, CX Group LLC (“CXG”) the Terms and Conditions, as set out in the following.

References in the following Terms and Conditions to “CXG” refer to CX Group LLC, with registered office address at 2701 South Bayshore Drive, #303, Coconut Grove, 33133 FL, USA., while “the Client” and “you” refer to you, as a party to this agreement.

CXG reserves the right to modify these Terms of Use at any time. If you do not agree to the changes you should cease using this application. Using of the application following any such modification constitutes your agreement to follow and be bound by the Terms of Use as modified.

You should regularly visit the Terms of Use at http://www.cxquest.com/eula from time to time to review the current terms because they shall be equally binding on you. Certain provision of this Terms of Use may be superseded by expressly designated legal notices or terms located on http://www.cxquest.com/eula.

These Terms of Use were last updated on 2014 Nov 18th and replace all previous Terms of Use for this application.

CXG reserves all rights to, from time to time, make changes to the content and information on this application, or terminate this application, without prior notice. To view our Terms and Conditions for rewards toward end consumers, see here

IT IS HEREBY AGREED as follows:

1. Definitions and Interpretation

A. In this Agreement, the following expressions have the corresponding meanings: “Affiliates” means any person, partnership, joint venture, corporation or other form of enterprise, domestic or foreign, that directly or indirectly control, are controlled by, or are under common control with a Party. An Affiliate shall be deemed to have control if they have the power to direct or cause the direction of the management and policies, whether through the ownership of voting securities, by contract or otherwise.
”Agreement” means this Agreement and any amendments as may from time to time be made in accordance with this Agreement by the parties. 
”Effective Date” means the date on which the parties enter into this Agreement. 
”Intellectual Property Rights” means all intellectual property rights including, but not limited to, patents, trade secrets, trade marks, service marks, copyrights and other rights in works of authorship (including rights in computer software), moral and artists’ rights, design rights, trade or business names, domain names, know-how, database rights and semi-conductor topography rights and whether any of the foregoing are registered or unregistered and all rights or forms of protection of a similar nature in any country.

B. In this Agreement, unless the context otherwise requires:

i. the clause headings are for convenient reference only and have no effect in limiting or extending the language of the provisions to which they refer;

ii. the singular includes the plural and vice versa;

iii. references to persons include but are not limited to individuals, partnerships, associations and bodies corporate;

iv. a reference to a clause is a reference to a clause of this Agreement;

v. references to days or years are to calendar days or years, respectively;

vi. “in writing” and “written” mean any communication in any written form or means, including without limitation e-mail, facsimile transmission and traditional paper form;

vii. where a word or phrase is given a particular meaning, other parts of speech and grammatical forms of that word or phrase have corresponding meanings; and

viii. Unless otherwise stated, monetary references are references to US Dollars.

2. CXG’s Obligations

A. CXG agrees that it will:

i. Develop and maintain the application, so as to allow users of the application to provide their feedback on the Client’s products or services.

ii. Develop and maintain the application, so as to allow users of the application to track online reputation of their businesses.

iii. Develop and maintain the application, so as to allow users of the application to track issue rewards and have consumers redeem these.

3. The Client’s Obligations

A. The Client agrees that it will:

i. Provide necessary information to CXG, regarding the Client’s products or services, and the type and amount of the rewards users may expect in providing their feedback, for the purpose of uploading such information on the application.

ii. Pay CXG the fees as set out in the quotation agreed by the parties or the online order placed by the Client.

4. Transaction Fees

A. The Client shall pay CXG a fee as set out in the quotation agreed by the parties or the online order placed by the Client

B. Payment shall be made for 12 months in advance unless otherwise expressly stated in the quotation. The fees payable by the Client to CXG under this Agreement are exclusive of any taxes, duties, fees or government levies which may be imposed now or hereafter in respect of the Transaction Fees. Such taxes, duties, fees or government levies shall be payable by the Client.

5. Representations and Warranties

A. Each party warrants and represents to the other that:

i. It has full capacity and authority and all necessary licences, permits and consents to enter into and to perform this Agreement and to undertake its obligations under this Agreement.

ii. Neither the execution nor its performance of this Agreement will result in a breach of any other agreement or obligation by which the party is bound.

iii. It will comply with all laws, statutes, ordinances, rules and regulations applicable in Florida when performing this Agreement.

B. The Client warrants and represents that:

i. In providing the information regarding the Clients’ products and services to be uploaded on the application, the Client will not violate or infringe the Intellectual Property Rights of any person or entity;

ii. In providing the details of the type and amount of rewards users may expect in providing their feedback, the Client shall be solely responsible and is ready, willing and able to supply such rewards when necessary.

6. Intellectual Property Rights

A. All rights to the application, including Intellectual Property Rights, shall remain the property of CXG at all times. CXG hereby grants the Client a non-assignable, non-sublicensable, non-transferable, revocable, royalty-free license to the application and the associated documentation solely for the purposes set out in this Agreement.

B. The Client hereby grants CXG a non-assignable, non-sublicensable, non-transferable, revocable, royalty-free license to display its relevant trademarks in the application solely for the purposes set out in this Agreement.

C. For the avoidance of doubt, all Intellectual Property Rights belonging to a party immediately prior to the execution of this Agreement shall remain vested with such party. Each party does not seek to assert any Intellectual Property Rights over any material or content that is provided by the other party for the purposes of the Agreement.

D. The licenses set out in this clause shall terminate automatically upon the effective date of expiration or termination of this Agreement.

7. Confidential Information

A. The parties recognise that, in connection with the performance of this Agreement, each of them may disclose to the other information that the Disclosing Party considers proprietary and confidential.

B. All of such proprietary and confidential information of the Disclosing Party, which shall include, without limitation, all business, financial, technical, and other intellectual property of a party, identities of customers, clients or licensees, proprietary software code (including source codes), progress of development and any other information whether oral or written which is not generally known or available to the public (“Confidential Information”). The definition of Confidential Information shall also include the terms and provisions of this Agreement and the relevant user data.

C. For the purpose of this Agreement, the Confidential Information does not include information that: (i) is or becomes publicly known through no act or failure to act on the part of the Receiving Party; (ii) was rightfully in the Receiving Party’s possession prior to disclosure by the Disclosing Party; (iii) becomes rightfully known to the Receiving Party, without confidential or proprietary restrictions, from a source other than the Disclosing Party; (iv) is approved by the Disclosing Party for disclosure without restriction in a written document that is signed by a duly authorized officer of that party; or (v) is or was developed independently by the recipient without use of or reference to any Confidential Information and without violation of any confidentiality restriction.

D. The Receiving Party agrees to maintain the confidential status for such Confidential Information, not to use any such Confidential Information for any purpose other than the purpose for which it was originally disclosed to the Receiving Party, and to restrict disclosure of such Confidential Information to its employees, consultants or independent contractors with a need to know, who have signed a confidentiality agreement with the Receiving Party, and will not disclose the other party’s Confidential Information to any third party without the written approval of the Disclosing Party.

E. Each party shall ensure the security of the other party’s Confidential Information at a standard no less than that used for the party’s own Confidential Information, in any event no less than a standard of reasonable care.

F. The Receiving Party may disclose Confidential Information of the Disclosing Party pursuant to a subpoena or other court process only (i) after having given the Disclosing Party prompt notice of the Supplier’s receipt of such subpoena or other process and (ii) after the Receiving Party has given the Disclosing Party a reasonable opportunity to oppose such subpoena or other process or to obtain a protective order. Each Party agrees to provide the other Party with reasonable cooperation and assistance in obtaining a suitable protective order and in taking any other steps to preserve the confidentiality of such Confidential Information.

8. Indemnities

A. Each party agrees to defend, indemnify and hold harmless the other party and their officers, directors, shareholders, employees, accountants, solicitors, agents, affiliates, subsidiaries, successors and assigns from and against any and all third party claims, damages, liabilities, costs and expenses, including reasonable legal fees and expenses, by any user or other third party, arising out of or related to

i. any breach of any provisions of this Agreement in connection with the performance of its rights or obligations under this Agreement,

ii. any breach of any of the warranties set out in Clause 5 or

iii. the use or misuse of, or reliance on, the application.

B. Each party will not, without the prior written consent of the other party, settle, compromise or consent to the entry of any judgment with respect to any pending or threatened claim that arises unless the settlement, compromise or consent provides for and includes an express, unconditional release of all claims, damages, liabilities, costs and expenses, including reasonable legal fees and expenses arising from the subject matter of the claim.

C. An indemnified party shall notify the indemnifying party in writing within thirty (30) days, setting forth with specificity the claim or action to which such indemnification obligation applies. Any failure to provide timely notice or information shall not impair such indemnified party’s rights to indemnification.

9. Term and Termination

A. This Agreement shall come into effect from the Effective Date indefinitely, unless terminated earlier in accordance with this Agreement.

B. If the Agreement has been signed for a specific duration, the Agreement shall renew automatically for the same period it was signed for in the absence of a termination notice.

C. CXG shall have the right to terminate this Agreement without cause by giving the Client 30-days written notice.

D. Notwithstanding anything to the contrary in this Agreement, either party may terminate this Agreement:

i. forthwith by written notice if the other party is in material breach of this Agreement which is not cured within 14 days after written notice of such material breach is received; or

ii. forthwith by written notice if the other party has a receiver and/or manager appointed over it or any part of its undertaking or assets or passes a resolution for winding-up (otherwise than for the purpose of a bona fide scheme of solvent amalgamation or reconstruction) or a court of competent jurisdiction makes an order to that effect, or if the other party becomes subject to a judicial management order or enters into any composition or arrangement with its creditors or ceases or threatens to cease to carry on business.

10. Effects of Termination

A. In the event of the expiration or termination of this Agreement, each party shall:

i. as soon as practicable cause all Confidential Information belonging to the other party in whatever medium it is recorded or held, to be returned, deleted or destroyed according to the written instructions of the other party; and

ii. immediately cease use of the Intellectual Property Rights licensed hereunder.

B. Upon expiration and termination of this Agreement:

i. all payments under this Agreement shall immediately be due and payable; and

ii. all rights and benefits under this Agreement shall immediately cease and returned to the party providing such rights and benefits.

C. Any termination of this Agreement pursuant to Clause 9 shall be without prejudice to any other rights or remedies a party may be entitled to hereunder or at law and shall not affect any accrued rights or liabilities of either party nor the coming into or continuance in force of any provision hereof which is expressly or by implication intended to come into or continue in force on or after such termination.

11.        Force Majeure

A. If either party is prevented or delayed from performing any of the obligations on its part to be observed or performed hereunder by reason of any act of nature, strike, lock-out, threat of imminent strike, fire, flood, general unavailability of transportation, war (declared or undeclared) insurrection or mob violence, epidemic, communicable disease or virus outbreak, public health emergency, severe acute respiratory syndrome, requirement or regulation of government or regulatory body, law, or any cause being beyond the reasonable control of that party:

i. any such failure to perform shall not be deemed to be a breach of this Agreement; and

ii. observance or performance of any of the obligations under this Agreement shall be suspended during such period of disability,

B. provided that, in order that the provisions of this clause may become operative, the party give notice in writing to the other party forthwith upon and as often as it is so delayed or prevented from carrying out its obligations hereunder and shall set out in such notice particulars of the cause thereof and the date upon which the same arose, and shall give like notice forthwith following the date upon which such cause and the effects thereof cease to subsist. The parties hereto further agree to use reasonable diligence to remove or work around such causes of disability as may arise from time to time.

12.        Disclaimer

A. THE CLIENT ACKNOWLEDGES THAT (A) THE APPLICATION IS PROVIDED “AS IS” AND “WHERE IS” BY CXG AND IS ACCEPTED BY THE CLIENT AS SUCH, AND (B) EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, eco DISCLAIMS ALL WARRANTIES, AND THE CLIENT RECEIVES NO WARRANTIES UNDER THIS AGREEMENT OF ANY KIND, INCLUDING BUT NOT LIMITED TO WITH REGARD TO THE APPLICATION, WHETHER EXPRESSED OR IMPLIED, OR ARISING OUT OF ANY COURSE OF PERFORMANCE, CUSTOM, INDUSTRY STANDARD, OR USAGE IN TRADE, INCLUDING BUT NOT LIMITED TO WARRANTY AS TO REVENUE OR PROFIT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT AND TITLE OR OTHERWISE. THE WARRANTIES SET FORTH ABOVE ARE EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES OR REMEDIES. NO VERBAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY eco OR ITS AGENTS, REPRESENTATIVES OR EMPLOYEES SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF THIS WARRANTY, AND THE CLIENT SHALL NOT RELY ON ANY SUCH INFORMATION OR ADVICE. THE FOREGOING DISCLAIMERS OF WARRANTY CONSTITUTE AN ESSENTIAL PART OF THIS AGREEMENT.

13. Limitation Of Liability

A. WITH THE EXCLUSION OF DEATH OR BODILY INJURY DIRECTLY CAUSED BY THE FAULT OR PROVEN NEGLIGENCE OF CXG, CXG’S LIABILITY TO THE CLIENT FOR CLAIMS UNDER AND IN CONNECTION WITH THIS AGREEMENT IRRESPECTIVE OF THE FORM OF ACTION, WHETHER FOR LIABILITY IN CONTRACT, TORT OR OTHERWISE SHALL BE LIMITED TO THE SUM OF THE FEES PAID BY THE CLIENT TO eco UNDER THIS AGREEMENT IN THE PRECEDING YEAR PRIOR TO THE DATE OF THE CAUSE OF ACTION.

B. UNDER NO CIRCUMSTANCES, UNLESS SPECIFICALLY MADE WITHIN THE TERMS OF THIS AGREEMENT, SHALL CXG, ITS OFFICERS, AGENTS OR ANYONE ELSE INVOLVED BE LIABLE WHETHER IN CONTRACT, TORT OR OTHERWISE (EXCEPT IN CASES OF FRAUD, WILFUL MISCONDUCT OR GROSS NEGLIGENCE) FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL LOSS OR DAMAGES (INCLUDING LOSS OF REVENUE OR PROFITS) THAT RESULT FROM THE USE OF OR INABILITY TO USE OF THE APPLICATION; NOR SHALL LIABILITY BE ACCEPTED FOR THAT WHICH RESULTS FROM ANY MISTAKES, OMISSIONS, INTERRUPTIONS, DELETION OR LOSS OF FILES, ERRORS, DEFECTS, DEFICIENCIES, DETERIORATION IN QUALITY, INCOMPATIBILITY, UNSUITABILITY, DELAYS IN OPERATION, OR TRANSMISSION OR ANY FAILURE OF PERFORMANCE, WHETHER OR NOT LIMITED TO ACTS OF GOD, COMMUNICATION FAILURE, POWER FAILURE, THEFT, DESTRUCTION, DELETION, CORRUPTION OR UNAUTHORIZED ACCESS TO eco’S RECORDS, EQUIPMENT, PROGRAMS OR SERVICES. THE LIMITATION OF LIABILITY PROVIDED HEREIN REFLECTS THE ALLOCATION OF RISK AND MATERIAL INDUCEMENT FOR eco TO ENTER INTO THIS AGREEMENT. WITH THE EXCEPTION OF NON-PAYMENT, NEITHER PARTY MAY BRING ANY ACTION, REGARDLESS OF FORM, ARISING OUT OF THIS AGREEMENT, MORE THAN ONE (1) YEAR AFTER THE CAUSE OF ACTION.

HOWEVER, IN NO EVENT SHALL THE LIMITATION SET FORTH HEREIN LIMIT A PARTY’S RIGHT TO OBTAIN EQUITABLE RELIEF AGAINST THE OTHER PARTY, RIGHT TO DAMAGES FOR BREACH OF CONFIDENTIALITY, INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS, OR RIGHT TO INDEMNITY UNDER CLAUSE 8.

14. General

A. Amendment: This Agreement shall not be varied, modified or cancelled in any respect unless such variation, modification or cancellation is expressed agreed in writing by each party, and signed on behalf of both Parties by their duly authorised representatives.

B. Entire Agreement: This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous written or oral communications, negotiations, understandings and agreements with respect thereto.

C. Governing Law and Dispute Resolution

i. This Agreement is governed by and construed in accordance with the laws of Florida and the parties hereby submit to the exclusive jurisdiction of the Courts in Florida.

ii. Any dispute arising out of or in connection with this Agreement, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration in Miami in accordance with the Arbitration Rules of International Arbitration Courts in Miami for the time being in force, which rules are deemed to be incorporated by reference to this clause.

iii. All costs, legal fees and other expenses incurred by either party in negotiating and enforcing this Agreement shall be paid by the losing Party.

iv. The language in which the arbitration shall be conducted in is English.

D. Notice: All notices, requests, demands and other communications required or permitted to be given or made under this Agreement or in connection therewith shall be given or made in writing and delivered personally or sent by prepaid registered airmail with recorded delivery, addressed to the intended recipient thereof at its address referred to below or by fax to the number referred to below (or to such other address or fax number as any party may from time to time notify the other party). Any such notice, request, demand or communication shall be deemed to have been duly served (if given or made by fax) immediately and in proving the same, it shall be sufficient to show that a successful transmission receipt has been received or (if given or made by letter) three (3) days after posting and in proving the same, it shall be sufficient to show that the envelope containing the same was duly addressed, stamped and posted. The addresses and fax numbers of the parties for the purposes of this Agreement are as provided on the first page of this Agreement.

E. No Agency/Partnership: The relationship between the parties shall not constitute a partnership. Each party shall not have the right or power to bind, commit or pledge the credit of the other party.

F.  Assignment: CXG shall be entitled to assign or transfer all or part of its rights and/or obligations under this Agreement, without the prior consent in writing of the other party as long as all terms and conditions of this Agreement which were in effect at the time of assignment are maintained by the new contract party.

G. No Waiver: No waiver of any provision of this Agreement shall be effective unless expressed in writing signed by the waiving party. No default or delay on the part of either Party in exercising any rights, powers or privileges hereunder or any indulgence given shall operate as a waiver thereof or any other right hereunder, nor shall a single or partial exercise thereof preclude any other or further exercise or the exercise of any other right, power or privilege.

H. Survival: All provisions of this Agreement, which by their nature extend beyond termination of this Agreement, remain in effect until fulfilled and apply to respective successors and assigns.

I. Severability: In the event that any provision of this Agreement is found invalid or unenforceable pursuant to judicial decree or decision, the remainder of this Agreement shall remain valid and enforceable according to its terms. The parties intend that the provisions of this Agreement be enforced to the fullest extent permitted by applicable law. The parties agree that if any provisions are deemed not enforceable, they shall be deemed modified to the extent necessary to make them enforceable.

Third Party Rights: The parties agree that no third parties shall have any rights under this Agreement.