ValleyX Services - Terms of Use

1. Acceptance of Terms

These Terms of Use ("Terms") constitute a legally binding agreement between you ("User," "you," or "your") and ValleyX Services, Inc., ("ValleyX" "Company," "we," "us," or "our"), governing your access to and use of our website ("Site") and the web-based hourly billing and time tracking platform (the "Service").

By accessing or using the Service, you agree to be bound by these Terms. If you do not agree to these Terms, you may not access or use the Service.

2. Description and Use of Service

Description

The Service refers to the use of the Company's web-based software billing platform, including all features, functionality, content, and services provided through our website and related applications.

Use

Subject to your compliance with these Terms, the Company grants you a non-exclusive, limited, non-transferable, freely revocable license to access and use the Service solely for your internal business purposes in accordance with these Terms and any applicable service documentation.

This license does not grant you any right to:

• Resell, distribute, or sublicense the Service;
• Use the Service for the benefit of third parties (other than Your customers or clients);
• Reverse engineer, decompile, or disassemble the Service; or
• Create derivative works based on the Service.

The Company reserves all rights not expressly granted under these Terms.

Customer Obligations

You are responsible for keeping your account name and password confidential and for providing us with current and accurate information. You agree to notify us immediately of any unauthorized use of your account(s). We're not responsible for any losses due to stolen or hacked passwords. Additionally, You are responsible for the content, quality and accuracy of all Client Data. Client Data means the information, data and other information that is submitted, collected, or provided by you via the Service. Client Data may contain third-party data or information.

3. Free Trial

If you register for a free trial of the Service, the free trial period will be specified during registration. At the end of the free trial, the Company will charge the relevant subscription fee for the next billing cycle to your nominated payment method, unless you cancel your subscription prior to the end of the free trial. You may cancel your free trial at any time through your account settings or by contacting customer support. Cancellation must be completed before the end of the free trial period to avoid charges.

Unless you purchase a subscription to the Service before the end of the free trial, all of your data in the Service may be deleted at the end of the trial. If You upgrade to the paid Service during the free trial, you will not receive any further credit toward the free trial.

4. Paid Services

Subscription Fees

If you subscribe to the ValleyX paid Service, your subscription will automatically renew on a monthly basis. You can cancel your subscription at any time. If you cancel your subscription, you will not receive a refund or credit for any amounts that have already been billed. You are responsible for providing accurate billing information or the Services may be delayed or cancelled.

Support

Subject to these Terms of Use, ValleyX will provide You with reasonable technical support services.

Taxes

All fees are exclusive of applicable taxes, duties, or similar governmental assessments. You are responsible for paying all applicable taxes associated with your use of the Service. If we are required to collect or pay taxes, such taxes will be charged to you.

Price Changes

The Company reserves the right to change subscription fees at any time. All price changes will be communicated to you at least 30 days in advance. Continued use of the Service after a price change constitutes acceptance of new pricing. If you do not agree to price changes, you may cancel your subscription.

5. Restrictions on Use of Service

You shall not yourself or through any third party (i) rent, lease, sell, distribute, offer in a service bureau, sublicense, or otherwise make available the Service to any third party (except as permitted under these Terms); (ii) copy, replicate, decompile, reverse-engineer, attempt to derive the source code of, modify, or create derivative works of the Service, or any part thereof; (iii) access the Service for purposes of building or marketing a competitive product; (v) use the Service to store or transmit a virus or malicious code; (vi) remove, modify, or conceal any product identification, copyright, proprietary, intellectual property notices or other marks; (vii) collect or store personal data about other users without permission; or (viii) use the Service in a way that could damage Company's reputation or business, including any illegal or unauthorized purpose.

6. Information Security and Data Privacy

Information Security

The Company implements and maintains reasonable physical, technical and administrative security measures designed to protect your information from unauthorized access, destruction, use, modification or disclosure. You can learn more about how we protect the Service and your information by reaching out at contact@valleyxservices.com.

• Company implements reasonable security measures to protect your data
• You are responsible for maintaining the confidentiality of your account credentials
• You must notify us immediately of any unauthorized access to your account
• Company is not liable for any loss or damage from unauthorized access due to your failure to secure your account

Data Privacy

Your privacy is important to us. Please review our Privacy Policy for information about how we collect, use, and protect your data. You retain ownership of any data you submit to the Service and You grant Company a license to use your data solely to provide the Service.

7. Confidential Information

Each party (the "Receiving Party") understands that the other party (the "Disclosing Party") has disclosed or may disclose business, technical or financial information relating to the Disclosing Party's business (hereinafter referred to as "Proprietary Information" of the Disclosing Party). Proprietary Information of the Company includes non-public information regarding the Services, including without limitation any information pertaining to the features, functionality or performance thereof. Your Proprietary Information includes non-public information provided by You to the Company to enable the provision of the Services, including any data that is based on or derived from Client Data.

The Receiving Party agrees: (i) to take no less than commercially reasonable precautions to protect such Proprietary Information, and (ii) not to use (except in performance of the Services or as otherwise permitted herein) or divulge to any third person any such Proprietary Information; provided that the Receiving Party may disclose Proprietary Information of the Disclosing Party to its officers, employees, contractors and advisors who need to know such information for the purposes of this Agreement and are themselves legally bound by confidentiality and nonuse obligations at least as restrictive as those set forth in this Agreement.

The Disclosing Party agrees that the foregoing shall not apply with respect to any information that the Receiving Party can document (a) is or becomes generally available to the public through no fault of the Receiving Party, or (b) was in its possession or known by it prior to receipt from the Disclosing Party without the obligation of confidentiality, or (c) was rightfully disclosed to it without restriction by a third party, or (d) was independently developed without use of or reference to any Proprietary Information of the Disclosing Party. A party who has been subpoenaed or otherwise compelled by a valid law or court order to disclose the Disclosing Party's Proprietary Information may disclose the Disclosing Party's Proprietary Information in compliance with such request provided that such party shall first, to the extent lawful, have given sufficient and prompt written notice to the Disclosing Party of the receipt of any subpoena or other request for such disclosure. Notwithstanding the foregoing obligations, nothing in this Section 3.1 shall limit or restrict the ability of the Disclosing Party to act on its own behalf and at its own expense to prevent or limit the required disclosure of its Proprietary Information.

8. Intellectual Property Rights

Company's Rights

The Company retains all rights, title, and interest in and to the Service and all related intellectual property. You assign to ValleyX any suggestions, ideas, enhancement requests, or other feedback you provide to ValleyX relating to the Service or products. ValleyX owns all content, data, software, inventions, ideas, and other technology and intellectual property that it develops in connection with the Service and its products. No rights are granted to you other than the limited license specified in Section 3.

Your Rights

You own and retain all rights to the Client Data. You hereby grant us and our licensors a non-exclusive, worldwide, and royalty-free right and license to use, host, reproduce, display, perform, modify and make derivative works of your Client Data as necessary to provide the Service to you, as permitted by this Agreement, and as permitted by applicable law. You represent and warrant that Client Data does not infringe or violate any intellectual property or other rights of any third party and that you have all rights and permissions required to submit Client.

User Feedback and Content

You hereby assign to Company any suggestions, ideas, enhancement requests, feedback, or other recommendations you provide relating to the Service. The Company may use such feedback without restriction and without compensation to you. You retain ownership of any content you submit to the Service, but grant Company a worldwide, royalty-free license to use such content solely to provide the Service.

9. Indemnification

You agree to indemnify, defend, and hold harmless Company and its officers, directors, employees, agents, and affiliates from and against any claims, liabilities, damages, losses, costs, or expenses (including reasonable attorneys' fees) arising out of or relating to: (i) Your use of the Service; and (ii) Your violation of these Terms; (iii) and any content you submit to the Service; (iv) Your violation of any applicable law.

You must promptly notify Company of any potential violation of these Terms or any claim that may result in indemnification obligations.

10. Limitation of Liability

General Limitations

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. TO THE MAXIMUM EXTENT PERMITTED BY LAW, COMPANY DISCLAIMS ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

Liability Cap

In no event shall either party's aggregate cumulative liability hereunder (whether in contract, tort, negligence, strict liability in tort, or by statute or otherwise) exceed the subscription fees paid or payable by You to Company during the twelve-month period preceding the event or occurrence giving rise to such liability. The foregoing limitations shall not apply to liabilities arising out of: (i) Your indemnification obligations; or (ii) Your breach of the section entitled "Restrictions on Use of Service."

Consequential Damages

NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, DATA, OR BUSINESS OPPORTUNITIES.

11. Term and Termination

Term

Your Initial Term for the Services will be specified on the sign-up form and your subscription will automatically renew for successive renewal terms for the same duration as your Initial Term. If the Initial Term is not listed on the sign-up form, the Initial Term is for 30 days. For the Trial Services the Initial Term will be the period during which you have an account to access the Trial Services. Trial Services do not renew.

Termination by You

You may terminate the Services and these Terms at any time by canceling your subscription through your account settings or send email to contact@valleyxservices.com.

Termination by Company

Company may terminate your access to the Service immediately if you breach these Terms or for any other reason with or without notice.

Effect of Termination

Upon termination Your right to access and use the Service will cease immediately. The Company may delete your account and data. All provisions that should survive termination will remain in effect.

12. Miscellaneous

Entire Agreement

This Agreement is the entire agreement between us for the Service and supersedes all other proposals and agreements, whether electronic, oral or written, between us.

Compliance with Law

Each party shall comply with all applicable, laws and regulations in connection with the performance of its obligations and the exercise of its rights under these Terms.

Assignment

You may not assign this Agreement, nor any of its rights or delegate any of its obligations hereunder, without the prior written consent of the ValleyX, which consent shall not be unreasonably withheld, conditioned, or delayed. Consent will not be required in the event of assignment or transfer in connection with a merger, reorganization, acquisition or other transfer of all or substantially all of such party's assets or voting securities.

Governing Law

These Terms shall be governed by and construed in accordance with the laws of the State of California, without regard to conflict of law principles. Any disputes arising under these Terms shall be subject to the exclusive jurisdiction of the courts located in California.