Terms and Conditions

Last Updated: March 19, 2025

These xBrezzo Subscription Terms and Conditions (“Terms”), together with any online ordering form or screen that incorporates these Terms (“Order”), is a binding contract between the customer identified in the Order (collectively "Customer," "you," or "your") and xBrezzo, LLC (“xBrezzo”, “we," or "us").

BY CLICKING TO ACCEPT THESE TERMS AND CONDITIONS DURING THE ORDERING PROCESS, OR ISSUING A PAYMENT TO XBREZZO UNDER AN ORDER THAT REFERENCES THESE TERMS AND CONDITIONS, CUSTOMER (A) ACCEPTS THESE TERMS AND AGREES THAT CUSTOMER IS LEGALLY BOUND BY THEM; AND (B) REPRESENTS AND WARRANTS THAT THE PERSON ACCEPTING THE TERMS AND CONDITIONS ON BEHALF OF CUSTOMER HAS THE RIGHT, POWER, AND AUTHORITY TO AGREE TO THESE TERMS ON BEHALF OF CUSTOMER AND BIND CUSTOMER TO THESE TERMS AND CONDITIONS.

1. Services.

A.     License Grant.  These Terms govern Customer’s access to and use of the xBrezzo’s application described in the Order (collectively, “Services”). Subject to Customer’s compliance with the terms and conditions of these Terms and applicable laws, xBrezzo hereby grants Customer a non-exclusive, non-transferable, non-sublicensable, limited right and license to access and use the Services solely for Customer’s internal business purposes to serve Customer’s direct clients. xBrezzo reserves all rights not expressly granted to Customer in these Terms with regard to the Services and any and all intellectual property provided to Customer in connection with the foregoing.

B.     Authorized Users. In connection and in accordance with the foregoing license, Customer may permit employees or other of its personnel, as well as individual end clients, to access and use the Services (“Authorized Users”), solely in accordance with the specifications provided in the applicable Order.   Customer is solely responsible for its actions and the actions of its Authorized Users, including without limitation the security and confidentiality of any Authorized User accounts. Customer and its Authorized Users shall: (i) abide by all local, state, national, and international laws and regulations applicable to their use of the Services, including without limitation all laws regarding the transmission of technical data via the Services; (ii) use commercially reasonable efforts to prevent any viruses, corrupted files, or any other similar software or programs that may damage the operation of the Services, or result in any loss, disruption, or authorized access of hardware or data, from being introduced to the Services; (iii) not transmit through the Services any unlawful, harassing, libelous, abusive, threatening, harmful, vulgar, hateful, or otherwise objectionable material of any kind or nature; (iv) not transmit any material that encourages conduct that could constitute a criminal offense or give rise to civil liability; and (v) not use the Services to communicate with any person in violation of any laws, including without limitation Section 5 of the Federal Trade Commission Act, the California Invasion of Privacy Act, the Federal Electronic Communications Privacy Act, and similar communication laws.

C.     Use Restrictions. Customer shall not and shall not permit any other person to use the Services for any purposes beyond the scope of the rights granted in these Terms. Customer shall not at any time, directly or indirectly, and shall not permit any other person to: (i) copy, modify, or create derivative works of the Services, any software component of the Services, in whole or in part; (ii) rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the Services to any person, except as expressly permitted under these Terms; (iii) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of the Services, in whole or in part; (iv) remove any proprietary notices from the Services; (v) access or use the Services for benchmarking purposes; or (vi) use the Services in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law, regulation, or rule. A violation of this section shall be deemed a material breach by Customer that is incapable of cure.

2.      Customer Content.

A.     Permissions. As between the parties, Customer is the sole owner of any information or materials uploaded to, or transmitted via, the Services by any of Customer’s Authorized Users (“Customer Content”). Customer hereby grants to xBrezzo a limited, non-exclusive, transferable, and sub-licensable right and license to copy, modify, transform, adapt, process, and otherwise use the Customer Content for the purposes of providing Customer the Services. Customer acknowledges and agrees that Customer is responsible for making and retaining any copies of any Customer Content it may need for backup or other purposes. The Services are not intended to be a system of record for Customer Content and xBrezzo will not have any obligation to maintain Customer Content in any particular format once the Customer Content is available to Customer or its Authorized Users via the Services. xBrezzo may delete or destroy Customer Content, without any further liability to Customer, once the specific function of the Services for processing of the Customer Content has been performed.

B.     Responsibilities. Customer represents and warrants that it has all necessary rights and permissions to allow xBrezzo to process the Customer Content on Customer’s behalf. Customer shall be in compliance at all times with all laws, rules, and regulations regarding the privacy and security of the personal information of individuals, including all data breach notification laws and the privacy laws of any jurisdiction in which such individuals may reside. Customer acknowledges and agrees that xBrezzo is acting a service provider or processor of Customer (as those terms may be defined by applicable laws) and that it is solely responsible for ensuring that its engagement of xBrezzo is in compliance with all legal requirements for engaging a service provider or processor.

3.      Fees and Payment.

A.     Fees. Customer will pay the fees for the Services according to and as set forth in the Order (the “Fees”), specifically with a purchase of a certain number of questionnaires (ex. 3, 5 or 10). All Fees are payable in advance in the manner set forth in the Order and are non-refundable unless otherwise agreed in writing by xBrezzo.

B.     Payment Information. In connection with an Order, Customer may be asked to supply certain relevant information, including a credit or payment card number and expiration date or similar payment information, a billing address, and email. Customer represents and warrants that it has the right to use any credit or payment card or other payment mechanism that Customer submits in connection with an Order and that Customer has all authority necessary to enter into the Order using the credit card or payment mechanism that is submitted. By submitting such information, Customer grants xBrezzo the right to provide such information to third parties for the purposes of facilitating the Order.

C.     Customer Usage. If the Order contains a certain number of product usages, Customer agrees that xBrezzo may monitor the Services for such usage metrics and may invoice Customer for any overages, or terminating Customer’s usage until additional payment is made, by providing Customer written notice of the same (email sufficient).

4.      Term.

A.     Term.  The term of these Terms will commence on the date that Customer submits the Order and will continue until such time as the purchased questionnaires are completed.  (Each Order submitted by Customer is considered a separate Agreement. xBrezzo has the right to cancel an Order at any time for any reason. If xBrezzo cancels your Order for a reason other than cause, Customer may request a refund from xBrezzo, provided such request is made within fifteen (15) days of xBrezzo’s cancellation.

B.     Survival. Any right, obligation, or required performance of the parties in these Terms which, by its express terms or nature and context is intended to survive termination or expiration of these Terms, will survive any such termination or expiration. In any event, any Fees accrued and payable to xBrezzo by Customer as of the date of termination shall become immediately due.

5.      Confidential Information.

A.     Definition. “Confidential Information” means any and all documents, information, or communications exchanged between the parties as a result of these Terms, including but not limited to any information relating to xBrezzo’s software plans, designs, costs, prices and names, finances, marketing plans, business opportunities, personnel, research, development or know-how, and relating to Customers finances, marketing plans, business opportunities, personnel, research, development or know-how whether or not marked confidential or proprietary.

B.     Confidentiality. A party shall not disclose or use any Confidential Information of the other party except as reasonably necessary to perform its obligations or exercise its rights pursuant to these Terms except with the other party's prior written permission. Except as may be permitted by and subject to its compliance with Section 5(d), not disclose or permit access to Confidential Information other than to its employees, investors, service providers, or advisors who: (i) need to know such Confidential Information for purposes of a party enforcing its rights or performing its obligations under these Terms; (ii) have been informed of the confidential nature of the Confidential Information and the obligations under these Terms; and (iii) are bound by confidentiality and restricted use obligations at least as protective as the terms of these Terms.

C.     Protection. Each party agrees to protect the Confidential Information of the other party in the same manner that it protects its own Confidential Information of like kind, but in no event using less than a reasonable standard of care.

D.     Compelled Disclosure. In the event that a party is required by law to make any disclosure of any of the Confidential Information of the other party, by subpoena, judicial or administrative order or otherwise, prior to making such disclosure, the party shall promptly provide the other party with prior notice of such compelled disclosure (to the extent legally permitted) and provide reasonable assistance, at the other party's cost, if the other party wishes to contest the disclosure.

E.     Exclusions. Confidential Information shall not include any information that:  (i) is or becomes generally known to the public without breach of any obligation owed to the other party; (ii) was known to a party prior to its receipt from the other party without breach of any obligation owed to the other party; (iii) was independently developed by a party without breach of any obligation owed to the other party; (iv) is received from a third party without breach of any obligation owed to the other party; (v) is Feedback (defined below).

F.      Privacy Policy. Customer acknowledges that all personal information of Customer and its Authorized Users will be processed by xBrezzo in accordance with its Privacy Policy located at www.xbrezzo.com/privacy-policy and Customer hereby consents to the processing of all such information by xBrezzo in accordance with its Privacy Policy.

6.      Intellectual Property Rights.

A.     xBrezzo IP. As between xBrezzo and Customer, (i) xBrezzo owns all right, title, and interest, including all intellectual property rights, in and to the xBrezzo IP, other than any Customer inputs reflected therein, and (ii) Customer owns all right, title, and interest, including all intellectual property rights, in and to the Customer Content.

B.     Feedback. Any information, suggestions, guidance, enhancement requests, recommendations or other feedback provided by Customer (“Feedback”) may be used by xBrezzo on an unrestricted basis in xBrezzo’s sole discretion. Any intellectual property, including patents, trademarks, copyrights or other proprietary or ownership rights, in any improvements, updates, modifications, or enhancements relating to or concerning the Services, whether or not resulting from or incorporating any Feedback, will belong to and be retained solely by xBrezzo.

7.      Warranty Disclaimer.

EXCEPT AS OTHERWISE AGREED HEREIN, THE SERVICES ARE PROVIDED "AS IS" AND XBREZZO SPECIFICALLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. XBREZZO SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. XBREZZO MAKES NO WARRANTY OF ANY KIND THAT THE SERVICES, OR ANY RESULTS OF THE USE THEREOF, WILL MEET CUSTOMER OR ANY OTHER PERSON'S OR ENTITY'S REQUIREMENTS (INCLUDING ANY COURT’S OR STATUTORY REQUIREMENTS), OR ACHIEVE ANY INTENDED RESULT. The information and results provided by the Services do not and are not intended to constitute legal or tax advice; instead, all information, content, and materials available through use of the Services are for general informational purposes only.  The Services may not constitute or comply with the most up-to-date tax laws, regulations, or guidance, or be compliant with the requirements of any particular jurisdiction.  Use of, and access to, the Services does not create any attorney-client relationship between xBrezzo and any person

8.      Limitations of Liability.

In no event shall either party have any liability to the other party for any consequential, incidental, or punitive damages, whether or not such damages were foreseeable. Customer agrees to indemnify, defend, and hold harmless xBrezzo from any claims, losses, expenses, liabilities, or damages, including but not limited to reasonable attorneys’ fees, arising from any act or omission by Customer in connection with its use of the Services, to the extent permitted by law. In no event shall xBrezzo’s maximum aggregate liability to Customer or any other person in connection with the Services or these Terms exceed the total amounts paid by Customer to xBrezzo for use of the Services in the twelve (12) months prior to the event giving rise to the claim, or $100, whichever is greater.

9.      Miscellaneous.

These Terms may only be assigned by Customer with the prior written consent of xBrezzo. The parties are independent contractors. These Terms do not create a partnership, joint venture, agency, fiduciary or employment relationship between the parties. These Terms are governed by and construed in accordance with the laws of Minnesota without giving effect to any choice or conflict of law provision or rule. Any legal suit, action or proceeding arising out of or related to these Terms shall be instituted exclusively in the federal courts of the Minnesota. Customer hereby waives any and all objections to the exercise of jurisdiction over Customer by such courts and to venue in such courts. These Terms constitutes the entire agreement and understanding between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter. These Terms may be modified by xBrezzo by updating the date above and making the updated version of the Terms available to Customer via an Order or xBrezzo’s website or the Services. The invalidity, illegality, or unenforceability of any provision herein does not affect any other provision herein or the validity, legality, or enforceability of such provision in any other jurisdiction.