Xvoucher Customer Agreement

Customer Agreement

This Customer Agreement (“Agreement”), is made and entered into effective as of ____________________________ (the “Effective Date”), by and between Genuine Genius Technologies, LLC a Nevada limited liability company dba Xvoucher (“Xvoucher”) and __________________________________________________________________, (“Customer”).

1. Definitions

   1. “Xvoucher Services'' means the SaaS services provided by Xvoucher through the Xvoucher Platform, including any Xvoucher Software. Xvoucher Services include the electronic data processing, financial processing, storage and transmission services related to purchase, distribution and tracking of Products through the Xvoucher Platform.
   2. “Xvoucher Platform” means Xvoucher’s learning SaaS platform for the purchasing, distribution and tracking of purchases for learning products and services accessed through the Website.
   3. “Xvoucher Software” means the Xvoucher Software licensed, owned, and used by Xvoucher to provide the Xvoucher Services.
   4. “Information” means information created or otherwise owned by a party or licensed by a party from third parties. Customer Information includes Customer Data. Xvoucher Information includes generic transaction data and information created by the Xvoucher Platform that does not identify a specific candidate, person, or Customer information.
   5. “Customer Data” means all information provided by Customer to Xvoucher for use in conjunction with the Xvoucher Services.
   6. “Documentation” means the user manual for the Xvoucher Platform. The Documentation shall be made available online at the Website.
   7. “Fee Schedule” means the fee schedule set forth in Exhibit B attached to this Agreement that identifies the charges for the Xvoucher Services.
   8. “Products” means the Products identified on Exhibit A, which may be purchased by the Customer through the Xvoucher Platform.
   9. “Website” means the Internet site operated by Xvoucher and accessed at the Uniform Resource Locator http://www.xvoucher.com (or any successor URL)
      
      

2. Services

   1. Grant of License. Subject to the terms and conditions of this Agreement, Xvoucher grants to Customer a limited, personal, non-exclusive, non-transferable, revocable license (“License”) to access and use the Xvoucher Platform, Xvoucher Services and the Xvoucher Software and to upload Customer Data to the Website. The License granted to Customer may not be sublicensed or commercially distributed or shared with any third party without the prior written consent of Xvoucher. Xvoucher reserves all rights not expressly granted in this Agreement.

   2. License Restrictions. Customer shall (i) not copy, distribute, reproduce, rent, lend, sell, lease, sublicense, or otherwise transfer the Xvoucher Services or any portion of the Xvoucher Software; (ii) not translate, adapt, modify, alter, combine with other software, or prepare derivative works based in whole or in part on the Xvoucher Software; (iii) not use the Xvoucher Software in a computer-based services business; (iv) transmit the Software over a network, by telephone, or electronically using any means; (v) not reverse engineer, decompile, disassemble or otherwise reduce the Software to a human-perceivable form or use any data mining, robots, or similar data gathering and extraction tools; (vi) only use the Xvoucher Services and Xvoucher Software in connection with its normal course of business; (vii) not transmit any material that may infringe the intellectual property rights of any third party; and (viii) not upload, disseminate, store or transmit viruses, Trojan horses or any other malicious code, program Customer Data, or engage in any other activity deemed by Xvoucher to be in conflict with the spirit or intent of this Agreement.

   3. Reproduction. Customer agrees that it will not copy, alter, translate, reverse engineer, decompile, disassemble, or otherwise attempt to derive source code for any Xvoucher Software or the Xvoucher Platform.

   4. Use of Customer Data. Customer agrees that (i) it is solely responsible for collecting, inputting and updating all Customer Data on the Xvoucher Platform related to Customer’s use of the Xvoucher Services and Xvoucher Software, and (ii) Customer Data shall not include anything that infringes or misappropriates the copyright, trade secret, trademark, privacy, or other intellectual property right of any third party, or contain anything that is obscene, defamatory, harassing, offensive or malicious.

   5. Passwords. Customer is responsible for all use of its account and maintaining the confidentiality of all passwords and information. Sharing of passwords and account numbers and information is at Customer’s own risk. When selecting passwords, Customer shall select unique, non-obvious passwords with at least eleven (11) alpha and numeric characters.
      
      

3. Fee and Payment Terms

   1. Fees. Customer agrees to pay the fees on the Fee Schedule. Customer shall be responsible for any communication lines and Internet service provider fees associated with accessing the Xvoucher Platform.

   2. Collection Obligations. Xvoucher will collect funds at the time of sale of Products. Products will be released to the Customer upon receipt of payment.

   3. Late Charges; Other Remedies. Any payment not received within thirty (30) days of the invoice due date will accrue interest at a rate of one and one-half percent (1 1/2%) per month, or the highest rate allowed by applicable law, whichever is lower. If Customer is delinquent in its payments, Xvoucher may, upon prior written notice to Customer, and at Xvoucher’s sole discretion (i) terminate this Agreement, (ii) suspend Xvoucher Services provided to Customer in whole or in part until payment in full has been made to Xvoucher, (iii) suspend Xvoucher Services provided to Customer in whole or in part until Xvoucher and Customer have agreed, in writing, to modified payment terms that include a payment schedule for all delinquent amounts, and/or (iv) require other assurances to secure Customer’s payment obligations hereunder.

   4. Taxes. Customer agrees to pay all applicable sales, use, transfer or other taxes and all duties whether international, national, state, or local which are levied or imposed for any reason for the transaction contemplated hereunder. Customer agrees to reimburse Xvoucher for the amount of any such taxes or duties paid or accrued directly by Xvoucher as a result of this transaction.
      
      

4. Warranty

   1. In General. Xvoucher warrants that it will use commercially reasonable efforts to provide the Xvoucher Services to the Customer; provided that:

      • Customer has not used any equipment or software creating an adverse impact on the Xvoucher Services;

      • Customer has paid all amounts due under this Agreement and is not in default of any provision of this Agreement, and

      • Customer has made no changes (nor permitted any changes to be made other than by or with the express approval of Xvoucher) to the Software Xvouchers. ANY UNAUTHORIZED CHANGES TO THE Xvoucher SOFTWARE WILL VOID THE WARRANTY.

   2. No Other Warranties. THE WARRANTY SET FORTH IN THIS SECTION IS THE SOLE AND EXCLUSIVE WARRANTY BY XVOUCHER. EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION, XVOUCHER AND ITS AGENTS, OFFICERS, DIRECTORS, EMPLOYEES, SUCCESSORS, ASSIGNS, AND AFFILIATES PROVIDE THE XVOUCHER PLATFORM, XVOUCHER SOFTWARE, PRODUCTS AND SERVICES DOCUMENTATION, AND INFORMATION “AS IS WITH ALL FAULTS.” WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED AND EXPRESSLY DISCLAIMS ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. XVOUCHER DOES NOT PROVIDE ANY WARRANTIES WHATSOEVER THAT THE XVOUCHER SOFTWARE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR WILL OPERATE IN AN UNINTERRUPTED OR ERROR-FREE MANNER, THAT THE FUNCTIONS CONTAINED IN THE XVOUCHER SOFTWARE WILL FUNCTION WITH OTHER SOFTWARE OR HARDWARE, OR WITHIN A SYSTEM, OR THAT THE XVOUCHER SOFTWARE, DOCUMENTATION, INFORMATION, OR OTHER MATERIALS SUPPLIED PURSUANT TO THIS AGREEMENT FULFILL ANY OF YOUR PARTICULAR PURPOSES OR NEEDS.

   3. The Xvoucher Platform may enable links to third-party services and websites (collectively and individually, “External Service Providers”). Xvoucher is not responsible for examining or evaluating the content or accuracy of any third-party External Service Providers, and shall not be liable for any such third-party External Service Providers. Data displayed by External Service Providers, including but not limited to business, financial, medical, and location information, is for general information purposes only and is not guaranteed by Xvoucher. External Service Providers may not be available in all languages or in all locations, and may not be appropriate or available for use in any particular location. Xvoucher reserves the right to change, suspend, remove, disable or impose access restrictions or limits on any External Service Provider at any time without notice or liability to Customer.
      
      

5. Personal Data

   1. Personal Data. Notwithstanding anything herein, Xvoucher may use for its own purposes Generic Trending Data and information created by Xvoucher which does not identify a specific candidate, person, or Customer. “Generic Trending Data” will not include any personal information as defined herein.

   2. DEFINITION OF PERSONAL DATA. For purposes of this Agreement, “Personal Data” means all information identifiable to and relating to an individual person. Personal Data includes, without limitation; an individual person’s name, address, telephone number, email address, birth date, licensure number, test scores, social security number and financial account information.

   3. PROTECTION OF PERSONAL DATA. Xvoucher agrees to maintain the confidentiality of all Personal Data to which it may have access in connection with this Agreement and its performance of services for Customer. Xvoucher agrees to use such Personal Data solely as needed to perform its obligations under this Agreement and for no other purpose whatsoever. Xvoucher shall not disclose or transfer any such Personal Data to any third party without the express written authorization of Customer. Xvoucher shall not use Personal Data for purposes of solicitation, advertising, unsolicited email or spamming, harassment, invasion of privacy or any other purposes unrelated to the performance of this Agreement. Xvoucher agrees to comply with all laws and regulations that apply to Xvoucher’s collection and use of Personal Data as the data processor to perform its obligations hereunder, including without limitation the United States CAN-SPAM act. Xvoucher shall be responsible for any breach of this provision by any of its employees or agents. Xvoucher’s obligation hereunder shall survive the termination or expiration of this Agreement for any reason.

   4. UNITED STATES FAMILY EDUCATIONAL RIGHTS AND PRIVACY ACTS (“FERPA”). If an individual is subject to FERPA, Xvoucher acknowledges that, for purposes of an Xvoucher Account, an individual may designate Xvoucher as a “school official” with “legitimate educational interests” in information that is regulated by FERPA and its implementing regulations. If so designated, Xvoucher will abide by the limitations and requirements imposed by 34 CFR 99.33(a) on school officials.

   5. GENERAL DATA PROTECTION REGULATION (“GDPR”). Xvoucher acknowledges GDPR and addresses the transfer of personal data outside of the European Union (EU) and European Economic Area (EEA) through its GDPR webpage at www.xvoucher.com, which is updated periodically to be compliant with the governing regulations.

   6. Security Breach. Xvoucher will contact Customer immediately of any actual or suspected breach of security of, or loss of, Personal Data. Xvoucher will cooperate and provide reasonable assistance to the Customer, at no charge, in the investigation of such breach or loss. Xvoucher shall promptly provide additional documentation concerning the incident, results of any audit, assessment or analysis related to the incident, and any plans directly developed to secure the breach of information.

   7. Security Requirements. Xvoucher will maintain any hardware or software containing Personal Data in a secured environment. In addition, Xvoucher shall use commercially reasonable technical and organizational measures to protect and prevent alteration, loss, unauthorized processing and/or access to any of Customer's Information. Xvoucher shall maintain an up-to-date listing of all of its applicable systems and infrastructure components that process or store any of Customer’s Information.
      
      

6. Confidential Information

   1. Acknowledgment. Customer acknowledges that the Xvoucher Information contains trade secrets, confidential information and other valuable proprietary information exclusively owned by Xvoucher.

   2. Obligations of Customer. Customer agrees to take reasonable measures to maintain the confidentiality of all Xvoucher Information that in any way is provided to, discovered by or otherwise disclosed to Customer as the result of this Agreement. Customer shall not disclose or make available to any third party the Xvoucher Services and Xvoucher Information without the prior written consent of Xvoucher. Notwithstanding the foregoing, Customer shall have the right to disclose that Customer is a customer of Xvoucher. Customer agrees that no third parties, including any consultants or other independent contractors engaged by Customer, shall have access to Xvoucher Information without the prior written consent of Xvoucher.

   3. Agreement. The parties expressly agree that the terms of this Agreement shall be maintained in confidence and that neither party shall disclose the terms of this Agreement to any third party without the prior written approval of the other party.
      
      

7. Proprietary Rights

   1. Ownership of Xvoucher Software. Xvoucher shall retain sole and exclusive rights, title, interest and ownership (including copyright and other intellectual property rights, or informational rights) in and to the Xvoucher Services, Xvoucher Information, and Xvoucher Software and all legally protectable elements or derivative works thereof. Xvoucher Software contains proprietary and copyright protected material and, in its human-perceivable form, contains trade secrets and copyright protected materials and other intellectual property rights exclusively owned by Xvoucher. Customer acknowledges and agrees that it will not take any action inconsistent with such ownership. This Agreement does not grant Customer any rights to any patents, copyrights, trade secrets, trademarks (whether registered or unregistered), or any other rights, functions or licenses with respect to the Xvoucher Software. If you create any derivative works in violation of this Agreement, based in whole or in part on the Xvoucher Software, Xvoucher shall be the lawful owner of all such derivative work(s) and any proceeds or profits derived therefrom.

   2. Copyright Notice. Xvoucher may place copyright and/or proprietary notices, including hypertext links, within the Xvoucher Services. Customer shall not alter or remove such notices without Xvoucher’s written permission. Notwithstanding anything to the contrary in this Agreement, Xvoucher shall not be prohibited or enjoined at any time by Customer from utilizing any skills or knowledge of a general nature acquired during the course of providing the Xvoucher Services, including information publicly known or available or that could reasonably be acquired in similar work performed for another Customer of Xvoucher.
      
      

8. Term

   The initial term for this Agreement be twelve (12) months commencing on the Effective Date and will renew for additional twelve (12) month periods unless either party provides written notice ninety (90) prior to the expiration of the then current term.
   
   
   

9. Termination

   1. By Xvoucher. Xvoucher may terminate this Agreement upon giving Customer a written notice of termination if Customer (i) breaches this Agreement and fails to cure such breach within thirty (30) days of written notice describing such breach, except in the case of failure to pay fees, which must be cured within five (5) days after Xvoucher gives Customer notice of such delinquency, or (ii) becomes the subject of a voluntary or involuntary petition in bankruptcy or any proceeding relating to insolvency, receivership, liquidation, or composition for the benefit of creditors, if such petition is not dismissed within sixty (60) days of filing.

   2. Procedure upon Termination. Upon the effective date of termination of this Agreement, Xvoucher shall cease providing the Xvoucher Services, Customer shall cease using the Xvoucher Services, and all payment obligations of Customer through the effective date of termination shall immediately become due. Upon termination of this Agreement, Customer shall promptly return all Xvoucher Information and documentation. Within sixty (60) days after the effective date of termination and full payment by Customer, Xvoucher shall provide Customer with a copy of all Customer Information which resulted from providing the Xvoucher Services, in the format specified on the Subscription Schedule.
      
      

10. Limitations of Liability

    1. In General. THIS SECTION 10 AND SECTION 4 (WARRANTY) SET FORTH Xvoucher’S ENTIRE LIABILITY AND CUSTOMER’S EXCLUSIVE REMEDIES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND REGARDLESS OF WHETHER ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE, IN NO EVENT SHALL Xvoucher OR ITS AGENTS, OFFICERS, DIRECTORS, EMPLOYEES, SUCCESSORS, ASSIGNS, OR AFFILIATES BE LIABLE TO CUSTOMER OR ANY OTHER PERSON FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING, BUT NOT LIMITED TO, ANY LOST PROFITS, LOST TIME, LOST SAVINGS, LOST DATA, LOST CONFIDENTIAL OR OTHER INFORMATION, BUSINESS INTERRUPTION, LOSS OF USE OF SERVICE OR EQUIPMENT ARISING FROM OR RELATING TO THIS AGREEMENT OR THE Xvoucher SERVICES, SOFTWARE, INCLUDING, WITHOUT LIMITATION, YOUR USE, MISUSE OR INABILITY TO USE THE SOFTWARE OR ANY THIRD PARTY SOFTWARE AVAILABLE IN CONJUNCTION WITH OR THROUGH THE SOFTWARE INCLUDING ANY CHANGES TO OR INACCESSIBILITY OF THE SOFTWARE, DELAY, FAILURE, UNAUTHORIZED ACCESS TO OR ALTERATION OF ANY TRANSMISSION OR DATA SENT OR RECEIVED OR NOT SENT OR RECEIVED.

       Xvoucher SHALL NOT BE LIABLE FOR ANY NON-AUTHORIZED ACCESS OF THE Xvoucher SOFTWARE OR FOR THE NON-AUTHORIZED ACCESS TO DOCUMENTS OR WEBPAGES OF A NETWORK OR WEBSITE, INCLUDING ANY TRESPASS THEREUPON. Xvoucher SHALL ALSO NOT BE LIABLE FOR THE INTERRUPTION OR THE SLOWDOWN OF THE SERVICES OF A NETWORK OR WEBSITE SERVER THAT MAY BE POTENTIALLY CAUSED BY CUSTOMER OR ANY THIRD PARTY USER OF THE SOFTWARE.

       THE PARTIES ACKNOWLEDGE THAT Xvoucher HAS SET ITS PRICES AND ENTERED INTO THIS AGREEMENT IN RELIANCE UPON THE LIMITATIONS OF LIABILITY AND THE DISCLAIMERS OF WARRANTIES AND DAMAGES SET FORTH HEREIN, AND THAT THE SAME FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES. THE PARTIES AGREE THAT THE LIMITATION AND EXCLUSIONS OF LIABILITY AND DISCLAIMERS SPECIFIED IN THIS AGREEMENT WILL SURVIVE AND APPLY EVEN IF FOUND TO HAVE FAILED OF THEIR ESSENTIAL PURPOSE.
       
       

11. Notices

    Any notice or communication required or permitted in this Agreement shall be in writing and shall be deemed to have been duly given on the day of delivery if hand delivered or four (4) days after mailing if mailed by first class mail, registered or certified, postage prepaid, and addressed as follows:

    To Xvoucher: Genuine Genius Technologies, LLC dba Xvoucher

    170 S. Green Valley Parkway, Suite 300
    Henderson, NV 89012

    support@xvoucher.com

    With a copy to:

    To Customer:

    With a copy to:
    
    

12. General Provisions

    1. ASSIGNMENT. Neither party may assign, delegate, or transfer the Agreement, or any of its rights or duties hereunder, without the prior written consent of the other party. Any attempted assignment or delegation in violation of this section shall be void. The provisions of this Agreement shall be binding upon and inure to the benefit of the parties, their successors and permitted assigns. Notwithstanding the foregoing, Xvoucher may assign its rights and duties hereunder to a successor in connection with a merger, consolidation, spin-off, corporate reorganization, acquisition, or sale of all or substantially all the assets of Xvoucher or an affiliate.

    2. GOVERNING LAW. This Agreement shall be governed by the laws of the State of Nevada (other than its conflicts of law principles).

    3. DIRECT DISCUSSIONS. If the parties cannot reach resolution on a matter relating to or arising out of this Agreement, the parties shall endeavor to reach resolution through good faith direct discussions between the parties' representatives, who shall possess the necessary authority to resolve such matter. If the parties' representatives are not able to resolve such matter, the parties shall submit such matter to mediation as set forth in Section d.

    4. MEDIATION. If direct discussions pursuant to Section13.c do not result in resolution of the matter, the parties shall endeavor to resolve the matter by mediation. The mediation shall be convened within thirty (30) business days of the matter first being discussed and shall conclude within forty-five (45) business days of the matter first being discussed. Either party may terminate the mediation at any time after the first session by written notice to the other party and mediator. The costs of the mediation shall be shared equally by the parties. The Parties shall mediate through the current Commercial Mediation Rules of the American Arbitration Association (AAA) and administered by AAA.

    5. ARBITRATION. The parties have selected arbitration as the method for binding dispute resolution. Any dispute subject to, but not resolved by, direct discussions or mediation shall be subject to arbitration that shall be administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules in effect as of the date of this Agreement. The arbitrator(s) shall be directed to follow substantive rules of law; to allow for the parties to conduct discovery pursuant to rules then in effect under the Federal Rules of Civil Procedure for a period not to exceed one hundred eighty (180) days, which period may be extended by the arbitrator(s), pursuant to a request of one of the parties; to require testimony to be transcribed; and to accompany their award with findings of fact and statements of reason for the decision. The arbitration shall be conducted in Clark County, Nevada. A demand for arbitration shall be made in writing, delivered to the other party, and filed with the AAA. The demand must be made prior to any applicable statute of limitations date for said dispute matter and is subject to any limitation on time to make claims set forth in this Agreement. The award rendered by the arbitrator or arbitrators shall be final, and judgment may be entered upon it in accordance with applicable law in any court having jurisdiction thereof. The foregoing agreement to arbitrate and other agreements to arbitrate with an additional person or entity duly consented to by parties to the Agreement, shall be specifically enforceable under applicable law in any court having jurisdiction thereof. Notwithstanding the foregoing, a party may seek injunctive relief in emergent circumstances, including but not limited to breaches of confidentiality and intellectual property obligations, and no party shall be obligated to submit any dispute to arbitration if there is another person (whether or not a party to this Agreement) who is not required to submit to arbitration and whose participation is necessary in order to avoid a substantial risk of conflicting determinations involving the rights and obligations of any party. THE PARTIES AFFIRMATIVELY AGREE TO THIS BINDING ARBITRATION PROVISION AND UNDERSTAND THAT BY VOLUNTARILY AGREEING TO THIS BINDING ARBITRATION PROVISION, BOTH PARTIES GIVE UP ANY RIGHTS TO TRIAL BY JURY FOR CLAIMS COVERED BY THIS ARBITRATION PROVISION.

    6. INDEPENDENT CONTRACTORS. In performing their respective duties under this Agreement, each of the parties will be operating as an independent contractor. Nothing contained herein will in any way constitute any association, partnership, or joint venture between the parties hereto, or be construed to evidence the intention of the parties to establish any such relationship. Neither party will have the power to bind the other party or incur obligations on the other party’s behalf without the other party’s prior written consent.

    7. MODIFICATION AND WAIVER. No modification to this Agreement, nor any waiver of any rights, will be effective unless assented to in writing by the party to be charged, and the waiver of any breach or default shall not constitute a waiver of any other right hereunder or any subsequent breach or default.

    8. NOTICES. Any required or permitted notices hereunder must be given in writing at the address of each party set forth below, or to such other address as either party may substitute by written notice to the other in the manner contemplated herein, by one of the following methods: hand delivery; registered, express, or certified mail, return receipt requested, postage prepaid; or private express courier. Notices will be deemed given on the date received.

    9. SEVERABILITY. If for any reason any provision of this Agreement shall be held by a court of competent jurisdiction to be invalid or unenforceable, the remaining provisions of this Agreement shall remain in full force and effect.

    10. LIMITATION OF ACTION. Any arbitration action arising out of this Agreement shall be barred unless commenced within one (1) years of the act or omission giving rise to the action. Such limitation shall not apply to any actions asserted against Customer by Xvoucher arising from any delinquencies in payment.

    11. THIRD PARTY LICENSING AND ENFORCEMENT. The parties recognize that each may enter contractual relationships with third parties as part of the services offered and/or performed under the Agreement. Xvoucher and Customer will use all reasonable efforts to ensure that the actions of any third party do not violate the terms of the Agreement, or interfere with the legal rights of the other party. Xvoucher and Customer further agree that each will use all reasonable efforts to ensure that the practices and procedures of any third party does not impact the business operations of the other party. This may include, where applicable, maintaining sufficient practices and procedures regarding system availability, maintenance, and system or program support to ensure that delivery under the terms of the Agreement will not be severely interrupted due to the actions of a third party or a third party’s failure to perform its duties under a separate agreement. Should either party discover that the actions of a third party violate the terms of this Agreement, the discovering party shall provide written notice to the other within ten (10) days of the discovery of the potential violation. In the event of a third-party violation, the parties will cooperate with one another to enforce the terms of the Agreement herein.

    12. CONTINUING ACCESS. In the case where Xvoucher becomes insolvent, the business entity is dissolved or a proceeding in bankruptcy causes Xvoucher to fail in providing services as defined under the Agreement, Customer will be granted access to Xvoucher and other necessary systems for the purpose of supporting Customers contracted to use the products and services at the time of one of the above events for a period of twenty four (24) months.

    13. ENTIRE AGREEMENT. This Agreement and the Appendices attached hereto constitute the entire and exclusive agreement between the parties hereto with respect to the subject matter hereof and supersede any prior agreements between the parties with respect to such subject matter.

    14. ATTORNEY FEES. In the event that any party institutes any legal suit, action or proceeding, including arbitration, against the other party, arising out of this Agreement, the prevailing party in the suit, action or proceeding shall be entitled to receive in addition to all other damages to which it may be entitled, the costs incurred by such party in conducting the suit, action or proceeding, including reasonable attorneys’s fees and expenses and court costs.

[balance of page intentionally blank – signature page follows]


IN WITNESS WHEREOF, the Parties hereto have caused this Agreement by their duly authorized representative.
CUSTOMER:

By
Name:
Title:

XVOUCHER:
GENUINE GENIUS TECHNOLOGIES, LLC d/b/a Xvoucher

By
Name:
Title:

EXHIBIT B: FEE SCHEDULE

Base set up – Waived

Transaction Fees
Monthly Xvoucher Services – Waived
Product Pricing and Fees – Current Product pricing will be presented on the Xvoucher Services platform. All pricing and applicable discounts will be presented on the invoice at order completion.

EXHIBIT C: AFFILIATE ADDENDUM

Effective starting July 11, 2022

Genuine Genius Technologies LLC d/b/a Xvoucher (“Xvoucher”) uses its affiliates as specified in this Affiliate Addendum.

BACKGROUND:

When Xvoucher transacts business outside of the United States and Canada, it designates one of its direct or indirect subsidiaries or affiliates (each, an “Affiliate”) to be the contracting party, seller of record or fulfillment party, as applicable, depending on the nature of the transaction and impact of local laws and regulations. When Xvouchers are issued, the applicable Affiliate issuing the Xvoucher and receiving payment will be identified in the transaction documents issued at the time a transaction is completed (each, an “Order Form”).

XVOUCHER AFFILIATES

A current list of Xvoucher Affiliates is available at https://info.xvoucher.com/about-us, which list may be updated from time to time.
The Xvoucher Affiliates have agreed to be bound by the Xvoucher agreements and applicable terms and conditions, subject to the changes specified in the “Country Specific Provisions” identified below.

COUNTRY SPECIFIC PROVISIONS 

For any Customer domiciled outside the United States and Canada, the governing law and venue provisions below shall apply depending on the location of the Customer as indicated in the applicable Order Form and supersedes any other provisions.

EUROPEAN UNION:

This Agreement shall be governed by the laws of The Netherlands without regard to its conflict of laws principles. The parties hereby irrevocably consent to the nonexclusive jurisdiction of, and venue in, any court of competent jurisdiction located in Amsterdam, The Netherlands for the purposes of adjudicating any dispute arising out of this Agreement. Each party hereto expressly consents to service of process by registered mail. To the extent permitted by law, choice of law rules and the United Nations Convention on Contracts for the International Sale of Goods shall not apply. Notwithstanding the foregoing, either party may at any time seek and obtain appropriate legal or equitable relief in any court of competent jurisdiction for claims regarding such party’s intellectual property rights.  

UNITED KINGDOM:

This Agreement shall be governed by the laws of the England and Wales without regard to its conflict of laws principles. The parties hereby irrevocably consent to the nonexclusive jurisdiction of, and venue in, any court of competent jurisdiction located in London, England for the purposes of adjudicating any dispute arising out of this Agreement. Each party hereto expressly consents to service of process by registered mail. To the extent permitted by law, choice of law rules and the United Nations Convention on Contracts for the International Sale of Goods shall not apply. Notwithstanding the foregoing, either party may at any time seek and obtain appropriate legal or equitable relief in any court of competent jurisdiction for claims regarding such party’s intellectual property rights.  

AUSTRALIA:  

This Agreement shall be governed by the laws of the state of New South Wales, Australia without regard to its conflict of laws principles. The parties hereby irrevocably consent to the exclusive jurisdiction of, and venue in, any federal or state court of competent jurisdiction located in New South Wales, Australia for the purposes of adjudicating any dispute arising out of this Agreement. Each party hereto expressly consents to service of process by registered mail. To the extent permitted by law, choice of law rules and the United Nations Convention on Contracts for the International Sale of Goods shall not apply. Notwithstanding the foregoing, either party may at any time seek and obtain appropriate legal or equitable relief in any court of competent jurisdiction for claims regarding such party’s intellectual property rights.

ASIA (except China):

If within a ninety day period or any other period that is mutually agreed by the parties, the parties fail to reach an amicable settlement, then either party may give to the other party a notice that a dispute exists, and the dispute shall be referred to and be finally resolved by arbitration in accordance with the UNCITRAL arbitration rules for the time being in force which rules are deemed to be incorporated by reference into this clause. The appointing authority shall be the Singapore International Arbitration Centre, which shall administer the arbitration in accordance with its normal procedures for cases under the UNCITRAL Arbitration Rules.  The arbitral tribunal shall have authority to award any relief available at law or in equity.  The tribunal shall consist of three (3) arbitrators designated according to these rules. The arbitration shall take place in Singapore.  The language of the arbitration shall be English.  The governing law of the Order shall be the laws of Singapore.  The parties agree to exclude any right of application or appeal to the Singapore Courts in connection with any question of law arising in the course of the arbitration or with respect to any award made.  Notwithstanding the foregoing, the parties hereto agree that either party may pursue any action for specific performance or injunctive relief under the Order in any court of competent jurisdiction.  Each party to this Order hereby irrevocably consents to the jurisdiction of any such court.

CHINA:

All disputes, claims, controversies or differences arising out of or related to offer and any contract or agreement (“Dispute”) that are not settled by mutual agreement within ninety (90) days from the date on which written notice is delivered by one party to the other identifying such Dispute shall be exclusively and finally settled by arbitration.  Said arbitration shall be conducted in accordance with the rules and procedures of CIETAC (Shanghai Branch), in Shanghai, People’s Republic of China or at such other place as may be mutually agreeable to parties.  The arbitrators are authorized to reach a ruling and make an award which is consistent with the provisions of this agreement and which is binding on parties and enjoins or proscribes specific actions by parties. The arbitrators’ ruling and award shall be final, and may not be contested by any one of parties nor may relief therefrom be sought in any court.  Any court having jurisdiction may enforce the arbitral ruling and award.  In the event of a breach or threatened breach of any of the terms of this agreement, the non-defaulting parties are entitled to an injunction restraining such breach, without showing or proving any actual damage, together with recovery of reasonable attorney’s fees and other costs incurred in obtaining said equitable relief, until such time as a final and binding determination is made by the arbitrators.  The foregoing equitable remedies are in addition to, and not in lieu of, all other remedies or rights that parties might otherwise have by virtue of any breach of this agreement by the other party.

ALL OTHER JURISDICTIONS:

This Agreement shall be governed by the laws of the England and Wales without regard to its conflict of laws principles. The parties hereby irrevocably consent to the nonexclusive jurisdiction of, and venue in, any court of competent jurisdiction located in London, England for the purposes of adjudicating any dispute arising out of this Agreement. Each party hereto expressly consents to service of process by registered mail. To the extent permitted by law, choice of law rules and the United Nations Convention on Contracts for the International Sale of Goods shall not apply. Notwithstanding the foregoing, either party may at any time seek and obtain appropriate legal or equitable relief in any court of competent jurisdiction for claims regarding such party’s intellectual property rights.  

updated October 2023