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Official Agreement

TribeCity | Village Plan SaaS Agreement

This TribeCity | Village Plan SaaS Agreement (“Agreement”) dated as of the digital signature provided during the online transaction for the TribeCity | Village Plan (the “Effective Date”) is by and between Influence International, Inc. (“Provider” or referred to herein as “TribeCity”) and the undersigned client (“Client”).

 

WHEREAS

Provider provides access to the Services to its Client; and
Client desires to access the Services, and Provider desires to provide Client access to the Services subject to the terms and conditions of this Agreement and those subject to TribeCity users.

 

NOW, THEREFORE, in consideration of the mutual covenants, terms, and conditions set forth herein, the Parties agree as follows:

1. Definitions

  • “Authorized User” means Client’s employees, consultants, contractors, and agents who are authorized by Client to access and use the Services under the rights granted to Client pursuant to this Agreement. The quantity of users is limited according to the specific plan. With the Village Plan, your permitted user count is between 101 and 200.
  • “Client Data” means information, data, and other content in any form or medium that is submitted, posted, or otherwise transmitted by or on behalf of Client or an Authorized User through the Services. “Documentation” means Provider’s user manuals, handbooks, and guides relating to the Services provided by Provider to Client either electronically or in hard copy form.
  • “Provider IP” means the Services, the Documentation, and any and all intellectual property provided to Client or any Authorized User in connection with the foregoing. For the avoidance of doubt, Provider IP does not include Client Data.
  • “Services” means the TribeCity platform tools and features outlined in Section 3.

2. Provider Obligations

Provider shall:

  • Diligently perform all Services required under this Agreement in a professional and workmanlike manner.
  • Ensure that the Services do not contain any virus or other malicious code.
  • Assign only qualified personnel to provide the Services.
  • Provide up to two hours of onboarding assistance, in addition to general customer service via email during office hours at info@tribecity.com.
  • Comply with all applicable laws and regulations in providing the Services.
  • Maintain complete and accurate records relating to the provision of the Services under this Agreement. Maintain all necessary licenses,
  • permissions, authorizations, consents, and permits needed to carry out its obligations under this Agreement.

3. Services

Throughout the Term and in accordance with the terms and conditions set forth in this Agreement, as well as the TribeCity terms of use and privacy policy, Provider shall provide Client and its Authorized Users with access to the TribeCity platform, which includes customizable features such as News, Stories, Tribefire (Stories), Events (Calendar), Auctions, Deal Depot, Directory, Training Repository, Coin Bank, Account Settings, and Admin Settings.

4. Access and Use

  • Provision of Access: Provider hereby grants Client a non-exclusive, non-transferable right to access and use the Services during the Term solely for use by Authorized Users in accordance with the TribeCity terms and conditions and privacy policy.
  • Use Restrictions: Client shall not use the Services for any purposes beyond the scope of the access granted in this Agreement.

5. Billing Details

  • Fee Structure: Client will pay a monthly fee based on the user count. The Village Plan allows 101-200 users, with a monthly fee of $499. Annual audits will be conducted to determine if the Client is over or under the user count, and adjustments will be made accordingly.
  • Payment Terms: Payments process automatically every 30-31 days, beginning on the date of the initial transaction. A 15-day grace period is provided to resolve failed payments, after which access may be suspended or the contract terminated at Provider’s discretion.

6. Term and Termination

  • Contract Term: This is a one-year contract. The contract will automatically renew annually unless officially terminated by either party with 30 days written notice, or alternatively terminated at the discretion of the Provider, as outlined through the provider-initiated termination conditions.
  • Termination Conditions:
    • Provider-Initiated Termination: Provider retains the right to terminate the agreement with a 30- day notice, particularly if the service is discontinued or the business model changes. Provider can also terminate the contract without notice for non-payment, material breach, or repeated violations.
  • Written Notice: All terminations should be communicated in writing and include a clear explanation of the reasons for termination, sent to info@tribecity.com.
  • Effect of Termination: Upon termination, the Client will lose access to Services after 30 days or less before their tribe and its content is permanently deleted. Any unused portion of prepaid fees may be refunded, or any outstanding payments must be settled immediately.

7. Responsibilities and Obligations

  • Provider’s Obligations: As outlined in Section 2.
  • Client’s Obligations:
    • Payment Obligations: Timely payment of all fees and any applicable taxes.
    • Proper Use of the Service: Compliance with use restrictions, ensuring only authorized users access the service and agreement and adherence to the TribeCity terms of use and privacy policies.
    • Data Handling and Security: Accuracy, quality, and legality of any data inputted into the service, maintaining their own backups, and protecting access credentials.
    • Cooperation with the Provider: Providing necessary information and complying with Provider requests.
    • Adherence to Laws and Regulations: Compliance with all applicable laws and regulations in their use of the service.
    • Maintenance of Required Systems: Maintaining the hardware, software, and network connections necessary to access and use the service.
    • Notification Obligations: Promptly notifying the Provider of any service issues, errors, or security incidents and informing the Provider of any changes to their contact information, billing details, or other relevant data.
    • Confidentiality: Protecting any confidential information provided by the Provider. Indemnification: Indemnify and hold harmless the Provider for any losses or damages resulting from the Client’s breach of the agreement or use of the platform.
    • Termination Responsibilities: Ceasing all use of the service and ensuring that any access credentials are destroyed or returned upon termination of the agreement.

8. Intellectual Property and Data Handling

  • IP Rights: The client’s administrative rights do not confer any ownership of the software or platform.
  • Client Data: Client retains ownership of all data they input into the service. Provider may use aggregated and anonymized data for service improvement and marketing purposes.

9. Miscellaneous Clauses

  • Amendments: This Agreement may be amended or modified only by a written agreement signed by both Parties. Provider reserves the right to make minor, non-material amendments with prior written notice to the Client.
  • Assignment: Neither Party may assign or transfer any rights or obligations under this Agreement without the prior written consent of the other Party, except as specified.
  • Notices: All notices must be in writing and delivered to the respective addresses of the Parties. For Provider: info@tribecity.com.

By checking the box and typing their full name in the related online checkout page for the TribeCity | Village Plan, the Client agrees to the terms and conditions of this Agreement.

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