Terms of Service

These DossierX Terms of Use ("Terms of Use") are entered into by and between the User ("User" and/or "Member") and DossierX ("The Company") effective as of the last date of signature below ("Effective Date").

This Terms of Use together with an executed member order form ("Order Form", a form of which is provided to Member) shall be known as the "Membership Agreement" or this "Agreement" and collectively govern Member's use of the Licensed Materials, Services and Confidential information. The Membership Agreement represents the entire agreement between the parties hereto.

In consideration of the mutual promises, covenants, and agreements made and contained herein, and intending to be legally bound hereby, the parties hereto agree as follows.

Company represents and warrants that: (1) the Services shall perform without material or frequent errors of defects; and (2) the professional services will be provided in a professional and workmanlike manner. Decisions based on information contained on this Licensed Content, Services or Confidential Information are the sole responsibility of the Users.

Each party hereby agrees to indemnify, defend, and hold harmless the other and their respective affiliates, subsidiaries, managers, officers, employees, and agents (collectively, "Representatives") against all claims, losses, liabilities, damages, expenses and costs arising out of or connected with the negligence or intentional misconduct of such party or its Representatives.

Company shall defend, indemnify, and hold harmless Member against any actions, claims, demands, and legal proceedings and all resulting liabilities judgments, settlements, expenses and costs (including reasonable attorney's fees incurred and those necessary to successfully establish the right to indemnification) ("Claims") arising from actions brought against Member based on a claim that Member's use of the Service or License Content as permitted hereunder infringes or misappropriates the intellectual property rights of a third party.

Except as set forth herein, Licensed Content, Services or Confidential Information are provided "AS IS" and without warranties of any kind, either expressed or implied. To the fullest extent permissible pursuant to applicable law, the Company disclaims all warranties, including, but not limited to, any warranty of non-infringement of third-party rights and any implied warranties of merchantability and fitness for a particular purpose.

The Licensed Content and Company Confidential Information is solely for the Users' internal business purposes to assist in the engagement, contracting, and retention of high net worth individuals and clients by the contracting Member (the "Permitted Purpose").

User acknowledges that the pricing used for User is dependent on the scope of the Permitted Purpose and the number of Users and will certify in writing no more than annually, the current license scope under this Agreement. As such, should User use the Licensed Content and Confidential Information in a manner beyond the Permitted Purpose, such as making the Licensed Content and Confidential Information available to affiliates or unauthorized users, then User may be charged additional fees, but prior to any such charge Company shall notify Member in writing and provide Member a reasonable opportunity to cure.

Company shall comply with the requirements of Attachment A, Hosted Services Agreement, as it relates to any Member data included in the Services.

The Company retains, and shall at all times retain, the sole and exclusive right to, title to, and interest in, all rights associated with, as to Company, the Licensed Content, and as to each party, the Confidential Information provided by such disclosing party, of whatever nature anywhere in the world (registered or unregistered) including copyright, design rights, know-how, trade secrets, technology, systems, methods, expertise, patents, data base rights, trademarks and trade names or any other intellectual property in connection with the Agreements (collectively, the "Intellectual Property").

Except as specifically set forth herein, either party shall acquire any rights to, title to, or interest in, any portion of the other party's Intellectual Property. Member further agrees that it shall not remove any copyright, trademark, trade name, or similar notice contained in the Intellectual Property.

The Company may alter, modify all or any part of the Confidential Information and/or Intellectual Property as the Company considers necessary or appropriate, in its sole discretion, provided it shall not degrade the Services from the level provided as of the Effective Date.

Upon entering into the Membership Agreement, the Company grants each User a non-exclusive, non-transferrable, fully revocable, non-sublicenseable license to use the Company Intellectual Property for the Permitted Purpose during the Term of the Membership Agreement.

The Company reserves the right to revoke the licenses at any time at its sole discretion, for violations of the Membership Agreement. At the completion of the Term, each party agrees to destroy, delete, and otherwise obliterate any Confidential Information of the other party in its possession.

Each party shall keep the Confidential Information confidential and shall not use any of the Confidential Information other than solely for the Permitted Purpose, or the performance of obligations under this Agreement, and not in any manner that is detrimental to the disclosing party.

Each party shall direct all authorized personnel on the confidential nature of the Confidential Information. Each party shall cause all of its controlled personnel to adhere to the non-use and non-disclosure obligations under this Agreement. Each party shall be responsible for any breach of this Membership Agreement by any of its controlled personnel.

Each party shall (at its sole expense) undertake all commercially reasonable precautions to safeguard and protect the confidentiality of the Confidential Information and restrain its controlled personnel from prohibited or unauthorized disclosure or use of the Confidential Information.

Money damages and other remedies at law would not be a sufficient remedy for any actual or threatened breach by you or any of receiving party of any agreements contained in this Agreement, and therefore the seeking of specific performance and injunctive or other equitable relief shall be a right and entitlement of the disclosing party as a remedy for any actual or threatened breach of this Agreement without proof of actual damages or irreparable harm.

Your Membership Agreement shall continue for the period noted therein (the "Term") unless terminated earlier upon receipt of due written notice (as set forth below) prior to the conclusion of the Term.

User may terminate the Membership Agreement for any reason, at no additional cost or expense and without liability to Company, with thirty (30) days' prior written notice after the first ninety (90) days of the Term.

Either party may terminate this Agreement effective immediately in the event of a material breach if the other party fails to cure such breach within thirty (30) days after receiving written notice specifying such breach.

You agree to pay the fee set forth in the Membership Agreement for access to the Confidential Information and for the provision of any Services during the Term ("License Fee"). All Services, Confidential Information, and deliverables (if any) shall be deemed accepted by you and your Users upon receipt of acceptance notice from User.

License Fees shall be payable net sixty (60) days from receipt of invoice, unless otherwise stated in the Membership Agreement. The License Fee is stated exclusive of any applicable sales, use, or other taxes or surcharges chargeable thereon and you shall pay such taxes, surcharges and the License Fee in full and without deduction, set-off or withholding of any kind, provided they are listed as a separate line item on applicable invoices.

The License Fee is due one quarter in advance, unless otherwise stated in the Membership Agreement. Company shall not come on site or access Member networks without prior written consent of Member.