Terms and Conditions

xBrezzo Cash Flow Modeling Terms and Conditions

These xBrezzo Terms and Conditions (“Terms”), together with any online ordering form or screen that incorporates these Terms (“Order” and together with these Terms, the "Agreement") 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. Scope of Services.

A.     Scope of Services.  This Agreement governs Customer’s access to and use of xBrezzo’s services, including any online input forms, to generate electronic balance sheets based on Customer’s inputs in the Order (collectively, “Services”).  xBrezzo’s Services will generate reports based on data inputs provided by Customer (“Reports”).

B.     Authorized Uses. Subject to Customer’s compliance with the terms and conditions of this Agreement, xBrezzo hereby grants Customer an irrevocable, non-exclusive, non-transferable, non-sublicensable, limited right to access and use the Reports solely for Customer’s internal business purposes to serve Customer’s direct clients.  

C.     Use Restrictions. Customer shall not, and shall not permit any other person to use the Reports for any purposes beyond the scope of the rights granted in this Agreement. 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 Reports, any software component of the Services or Order, in whole or in part; (ii) rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the Reports except as expressly permitted under this Agreement; (iii) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of the Services or the Reports, in whole or in part; (iv) remove any proprietary notices from the Reports; or (v) use the Services or Reports 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.

D.     Reservation of Rights. xBrezzo reserves all rights not expressly granted to Customer in this Agreement with regard to the Services, Reports, and any and all intellectual property provided to Customer in connection with the foregoing (“xBrezzo IP”).

2.     Customer Input.

Customer is responsible and liable for all uses of the Services and Reports, whether such use is permitted by or in violation of this Agreement. Customer acknowledges and agrees that xBrezzo’s services will not validate the accuracy or completeness of Customer’s inputs.  Customer will only provide anonymous data that is not capable of identifying any person or household (e.g., Customer must use generic identifiers for any individual, such as “Spouse 1” and “Spouse 2”, “Husband” and “Wife”, only 3 characters of case names, first names only, initials or other similar generic identifiers.

3.     Fees and Payment.

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.

4.     Term.

A.     Term.  The term of this Agreement will commence on the date that Customer submits the Order and will continue until xBrezzo completes the Services (“Term”).  Each Order submitted by Customer is considered a separate Agreement.

B.     Survival. Any right, obligation, or required performance of the parties in this Agreement which, by its express terms or nature and context is intended to survive termination or expiration of this Agreement, will survive any such termination or expiration.

5.     Confidential Information.

A.     Definition. “Confidential Information” means any and all documents, information, or communications exchanged between the parties as a result of this Agreement, 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 this Agreement 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 who: (i) need to know such Confidential Information for purposes of this Agreement; (ii) have been informed of the confidential nature of the Confidential Information and the obligations under this Agreement; and (iii) are bound by confidentiality and restricted use obligations at least as protective as the terms of this Agreement.

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 disclosure by 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).

6.     Intellectual Property Rights.

A.     xBrezzo IP. As between xBrezzo and Customer, (a) 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 (b) Customer owns all right, title, and interest, including all intellectual property rights, in and to Customer’s inputs.

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 or Reports, whether or not resulting from or incorporating any Feedback, will belong to and be retained solely by xBrezzo.

7.     Limited Warranty and Warranty Disclaimer.

A.     Limited Warranty.  For a period of thirty (30 days) following xBrezzo’s deliver of Reports to Customer, xBrezzo warrants that the Reports will reflect Client inputs as provided to xBrezzo.  Customer’s sole and exclusive remedy and xBrezzo’s entire liability for any breach of this performance warranty shall be for xBrezzo to reperform the Services to generate a Report that reflects Customer’s inputs within a reasonable timeframe. The foregoing warranty shall not apply to the extent that the root cause of an inaccurate Report is due to inaccurate or incomplete data provided by Customer.

B.     DISCLAIMER.  EXCEPT AS OTHERWISE AGREED HEREIN, THE REPORTS AND 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, REPORTS, 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.

8.     Limitations of Liability.

In no event shall either party have any liability to the other party for any debts, obligations, liabilities, or claims arising out of or related to the Services or Reports, unless otherwise required by applicable law. Customer agrees to indemnify and hold harmless xBrezzo from any claims, losses, expenses, liabilities, or damages, including but not limited to reasonable attorney’s fees, arising from any act or omission by Customer in connection with its use of the Reports, to the extent permitted by law. 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 or any Reports does not create any attorney-client relationship between xBrezzo and any person.

9.     Miscellaneous.

Each party shall comply with all applicable laws, regulations, and rules that apply to the use or provision of the Services and Reports. The parties are independent contractors. This Agreement does 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 this Agreement 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. This Agreement 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. 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. No amendment or modification is effective unless in writing signed by both parties.