THIS IS AN AGREEMENT BETWEEN YOU OR THE ENTITY THAT YOU
REPRESENT (HEREINAFTER “YOU” or “YOUR”) AND INNOVATE 10X
LIMITED. (HEREINAFTER “10X”) GOVERNING YOUR USE OF ACTIVITY
MANAGEMENT SOLUTION (HEREINAFTER “AMS”) SOFTWARE
Parts of this Agreement
This Agreement consists of the following terms and conditions (hereinafter the
“General Terms”) and terms and conditions, if any, specific to use of individual
Services (hereinafter the “Service Specific Terms”). In the event of a conflict
between the General Terms and Service Specific Terms, the Service Specific
Terms shall prevail.
Acceptance of the Agreement
You must be of legal age to enter into a binding agreement in order to accept
the Agreement. If you do not agree to the General Terms, do not use any of our
Services. If you agree to the General Terms and do not agree to any Service
Specific Terms, do not use the corresponding Service. You can accept the
Agreement by checking a checkbox or clicking on a button indicating your
acceptance of the Agreement or by actually using the Services.
Description of Service
We provide cloud software and applications for businesses, including
associated offline and mobile applications (“Service” or “Services”). You may
use the Services for your personal and business use or for internal business
purposes in the organisation that you represent. You may connect to the
Services using any Internet browser supported by the Services. You are
responsible for obtaining access to the Internet and the equipment necessary
to use the Services. You can create and edit content with your user account
and if you choose to do so, you can publish and share such content.
Beta Service
We may offer certain Services as closed or open beta services (“Beta Service”
or “Beta Services”) for the purpose of testing and evaluation. You agree that we
have the sole authority and discretion to determine the period of time for testing
and evaluation of Beta Services. We will be the sole judge of the success of
such testing and the decision, if any, to offer the Beta Services as commercial
services. You will be under no obligation to acquire a subscription to use any
paid Service as a result of your subscription to any Beta Service. We reserve
the right to fully or partially discontinue, at any time and from time to time,
temporarily or permanently, any of the Beta Services with or without notice to
you. You agree that 10X will not be liable to you or to any third party for any

harm related to, arising out of, or caused by the modification, suspension or
discontinuance of any of the Beta Services for any reason.
Free Trial
If you register for a free trial of one or more Services, 10X will make the
applicable Services available to you on a trial basis free of charge until the
earlier of (i) the end of the free trial period of the applicable Services (unless
terminated earlier by you), (ii) the start date of the paid subscription period for
the applicable Services, or (iii) termination by 10X in its sole discretion. Any data
that you enter into the Services, and any customizations made to the Services
during the free trial will be permanently lost unless you (i) purchase the
corresponding paid subscription plan for the account, (ii) purchase applicable
Service upgrades, or (iii) export such data before the end of the trial period.
Notwithstanding anything contained in this Section, Services are offered as-is
during the free trial, without any warranty, covenant, support or liability
whatsoever, to the extent permitted by law.
User Sign up Obligations
You need to sign up for a user account by providing all required information in
order to access or use the Services. If you represent an organization and wish
to use the Services for corporate internal use, we recommend that you, and all
other users from your organization, sign up for user accounts by providing your
corporate contact information. In particular, we recommend that you use your
corporate email address. You agree to: (i) provide true, accurate, current and
complete information about yourself as prompted by the sign up process; and
(ii) maintain and promptly update the information provided during sign up to
keep it true, accurate, current, and complete. If you provide any information that
is untrue, inaccurate, outdated, or incomplete, or if 10X has reasonable grounds
to suspect that such information is untrue, inaccurate, outdated, or incomplete,
10X may terminate your user account and refuse current or future use of any or
all of the Services.
Restrictions on Use
In addition to all other terms and conditions of this Agreement, you shall not: (i)
transfer the Services or otherwise make it available to any third party; (ii) provide
any service based on the Services without prior written permission; (iii) allow
user licenses to be shared or used by more than one individual other than by
way of reassigning the user license to a new user; (iv) except as permitted under
applicable law, attempt to disassemble, reverse engineer or decompile the
Services; (v) use the third party links to sites without agreeing to their website
terms & conditions; (vi) post links to third party sites or use their logo, company
name, etc. without their prior written permission; (vii) attempt to gain

unauthorised access to the Services or its related systems or network; (viii) use
the Services in any manner that could damage, disable, overburden, impair or
harm any server, network, computer system, resource of 10X; (ix) use the
Services to send or store material containing software viruses, worms or other
harmful computer codes, files, scripts or programs; (x) use the Services in any
manner that interferes with or disrupts the integrity, security or performance of
the Services, its components and the data contained therein; (xi) host, display,
upload, modify, publish, transmit, store, update or share any information that
belongs to another person or entity and to which you do not have any right,
including personal or confidential information of any person or entity with
respect to which you do not have consent or permission from such person or
entity; (xii) violate any applicable local or international laws; (xiii) use the
Services for any form of competitive or benchmarking purposes; and (xiv)
remove or obscure any proprietary or other notices contained in the Services;
(xv) use our Services in any manner that threatens the unity, integrity, defence,
security or sovereignty of Jamaica, friendly relations of Jamaica with other
countries, or public order, or causes incitement to the commission of any
cognisable offence or prevents investigation of any offence or is insulting other
countries; (xvi) create a false identity to mislead any person as to the identity or
origin of any communication; (xvii) use the services for transmitting information
that is patently false and untrue, and is written or published in any form, with the
intent to mislead or harass a person, entity or agency for financial gain or to
cause any injury to any person; or (xviii) use the services in a manner that
relates to or encourages any activity prohibited by law in Jamaica.
Spamming and Illegal Activities
You agree to be solely responsible for the contents of your use of the AMS. You
agree not to use the Services for illegal purposes or for the transmission or for
the processing of material or products which are unlawful, defamatory, insulting,
harassing, libelous, invasive of another’s privacy (including bodily privacy),
abusive, threatening, harmful, vulgar, pornographic, paedophilic, harmful to
children, obscene, racially or ethnically objectionable, or is otherwise
objectionable, offends religious sentiments, promotes racism, contains viruses
or malicious code, or that which infringes or may infringe intellectual property or
other rights of another.
Third Party Applications
AMS may integrate with many third party applications (hereinafter “Third Party
Application(s)”). Access and use of the Third Party Applications may require
acceptance of terms of service and privacy policies applicable to such Third
Party Applications (hereinafter “Third Party Terms”). You are responsible for
reading and understanding the Third Party Terms before accessing or using
any Third Party Application. You acknowledge and agree that 10X is not liable
for any Third Party Applications. While we will try to provide you with advance

notice, whenever reasonably possible, you acknowledge and agree that 10X
may, at any time and in our sole discretion, and without any notice to you,
suspend, restrict or disable access to or remove from 10X Services, any Third
Party Application, without any liability to you, including without limitation for any
loss of profits, revenue, data, goodwill or other intangible losses.
Fees and Payments
AMS are available under subscription plans of various durations. Your
subscription will be automatically renewed at the end of each subscription
period unless you inform us that you do not wish to renew the subscription. At
the time of automatic renewal, the subscription fee will be charged to the Credit
Card last used by you. We provide you the option of changing the details if you
would like the payment for the renewal to be made through a different Credit
Card. If you do not wish to renew the subscription, you must inform us at least
seven days prior to the renewal date. If you have not informed us that you do
not wish to renew the subscription, you will be presumed to have authorised
10X to charge the subscription fee to the Credit Card last used by you.
From time to time, we may change the price of any Service or charge for use of
Services that are currently available free of charge. Any increase in charges will
not apply until the expiry of your then current billing cycle. You will not be
charged for using any Service unless you have opted for a paid subscription
plan.
Organisation Accounts and Administrators
When you sign up for an account for your organisation you may specify one or
more administrators. The administrators will have the right to configure the
Services based on your requirements and manage end users in your
organization account. If your organisation account is created and configured on
your behalf by a third party, it is likely that such third party has assumed
administrator role for your organization. Make sure that you enter into a suitable
agreement with such third party specifying such party’s roles and restrictions as
an administrator of your organization account.
You are responsible for (i) ensuring confidentiality of your organization account
password, (ii) appointing competent individuals as administrators for managing
your organization account, and (iii) ensuring that all activities that occur in
connection with your organization account comply with this Agreement. You
understand that 10X is not responsible for account administration and internal
management of the Services for you.
You are responsible for taking necessary steps for ensuring that your
organization does not lose control of the administrator accounts. You may
specify a process to be followed for recovering control in the event of such loss

of control of the administrator accounts by sending an email to 10X customer
support team. You hereby agree not to hold 10X liable for the consequences of
any action taken by 10X in good faith in this regard.
Personal Information and Privacy
Personal information you provide to 10X through the Service is governed
by 10X Privacy Policy. Your election to use the Service indicates your
acceptance of the terms of the 10X Privacy Policy. You are responsible for
maintaining confidentiality of your username, password and other sensitive
information. You are responsible for all activities that occur in your user account
and you agree to inform us immediately of any unauthorized use of your user
account by email by calling us on any of the numbers listed on our contact us
page. We are not responsible for any loss or damage to you or to any third party
incurred as a result of any unauthorized access and/or use of your user account,
or otherwise.
Communications from 10X
The Service may include certain communications from 10X, such as service
announcements, administrative messages and newsletters. You understand
that these communications shall be considered part of using the Services. As
part of our policy to provide you total privacy, we also provide you the option of
opting out from receiving newsletters from us. However, you will not be able to
opt-out from receiving service announcements and administrative messages.
Complaints
If we receive a complaint from any person with respect to your activities as part
of use of the AMS we will forward the complaint to the primary email address of
your user account. You must respond to the complainant directly within 10 days
of receiving the complaint forwarded by us and copy 10X in the communication.
If you do not respond to the complainant within 10 days from the date of our
email to you, we may disclose your name and contact information to the
complainant for enabling the complainant to take legal action against you. You
understand that your failure to respond to the forwarded complaint within the 10
days’ time limit will be construed as your consent to disclosure of your name
and contact information by 10X to the complainant.
Inactive User Accounts Policy
We reserve the right to terminate unpaid user accounts that are inactive for a
continuous period of 120 days. In the event of such termination, all data
associated with such user account will be deleted. We will provide you prior
notice of such termination and option to back-up your data. The data deletion
policy may be implemented with respect to any or all of the Services. Each

Service will be considered an independent and separate service for the purpose
of calculating the period of inactivity. In other words, activity in one of the
Services is not sufficient to keep your user account in another Service active.
In case of accounts with more than one user, if at least one of the users is active,
the account will not be considered inactive.
Hosting Location
The location of the cloud facility from which you are served depends on the
mapping of your region/country to the available cloud facilities at the time of
your sign-up. We may migrate your account or require you to migrate your
account to a different cloud facility in the event of any updates to the
region/country to cloud facility mapping at any point of time. You must not mask
your internet protocol (IP) address at the time of sign-up since your
region/country is determined base on your IP address. If, at any time, your
actual region/country is found to be different from the region/country in our
records, 10X may take appropriate action such as migrate your account or
require you to migrate your account to the cloud facility corresponding to your
region/country, or close your account and deny the Service to you. If you are
served from a cloud facility outside your region/country and a 10X group entity
has an office in your region/country, apart from storing the data in the cloud
facility assigned to you, we may store a local copy of the data in your
region/country.
Data Ownership
We respect your right to ownership of content created or stored by you. You
own the content created or stored by you. Unless specifically permitted by you,
your use of the Services does not grant 10X the license to use, reproduce,
adapt, modify, publish or distribute the content created by you or stored in your
user account for 10X’s commercial, marketing or any similar purpose. But you
grant 10X permission to access, copy, distribute, store, transmit, reformat,
publicly display and publicly perform the content of your user account solely as
required for the purpose of providing the Services to you.
Trademark
AMS and its logo are trademarks of Innovate 10X Limited. You agree not to
display or use, in any manner, the 10X trademarks, without 10X’s prior
permission.
Disclaimer of Warranties
YOU EXPRESSLY UNDERSTAND AND AGREE THAT THE USE OF THE
AMS IS AT YOUR SOLE RISK. THE SERVICES ARE PROVIDED ON AN AS-

IS-AND-AS-AVAILABLE BASIS. 10X EXPRESSLY DISCLAIMS ALL
WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED,
INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF
MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. 10X
MAKES NO WARRANTY THAT THE SERVICES WILL BE UNINTERRUPTED,
TIMELY, SECURE, OR ERROR FREE. USE OF ANY MATERIAL
DOWNLOADED OR OBTAINED THROUGH THE USE OF THE SERVICES
SHALL BE AT YOUR OWN DISCRETION AND RISK AND YOU WILL BE
SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER
SYSTEM, MOBILE TELEPHONE, WIRELESS DEVICE OR DATA THAT
RESULTS FROM THE USE OF THE SERVICES OR THE DOWNLOAD OF
ANY SUCH MATERIAL. NO ADVICE OR INFORMATION, WHETHER
WRITTEN OR ORAL, OBTAINED BY YOU FROM 10X, ITS EMPLOYEES OR
REPRESENTATIVES SHALL CREATE ANY WARRANTY NOT EXPRESSLY
STATED IN THE AGREEMENT.
Limitation of Liability
YOU AGREE THAT 10X SHALL, IN NO EVENT, BE LIABLE FOR ANY
CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE, OR
OTHER LOSS OR DAMAGE WHATSOEVER OR FOR LOSS OF BUSINESS
PROFITS, BUSINESS INTERRUPTION, COMPUTER FAILURE, LOSS OF
BUSINESS INFORMATION, OR OTHER LOSS ARISING OUT OF OR
CAUSED BY YOUR USE OF OR INABILITY TO USE THE SERVICE, EVEN IF
10X HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. IN NO
EVENT SHALL 10X’S ENTIRE LIABILITY TO YOU IN RESPECT OF ANY
SERVICE, WHETHER DIRECT OR INDIRECT, EXCEED FIFTY THOUSAND
DOLLARS ($ 50,000) OR THE FEES PAID BY YOU DURING THE TWELVE
(12) MONTHS PRIOR TO THE FIRST EVENT GIVING RISE TO SUCH
LIABILITY, WHICHEVER IS HIGHER.
Indemnification
You agree to indemnify and hold harmless 10X, its officers, directors,
employees, suppliers, and affiliates, from and against any losses, damages,
fines and expenses (including attorney’s fees and costs) arising out of or relating
to any claims that you have used the Services in violation of another party’s
rights, in violation of any law, in violations of any provisions of the Agreement ,
or any other claim related to your use of the Services, except where such use
is authorized by 10X.
Governing law and Jurisdiction

Any controversy or claim arising out of or relating to the Terms shall be settled
and adjudicated exclusively by the courts of Jamaica in accordance with the
laws of India without regard to conflict of law principles.
Suspension and Termination
We may suspend your user account or temporarily disable access to whole or
part of any Service in the event of any suspected illegal activity, extended
periods of inactivity or requests by law enforcement or other government
agencies. Objections to suspension or disabling of user accounts should be
made to [insert email address] within thirty days of being notified about the
suspension. We may terminate a suspended or disabled user account after
thirty days. We will also terminate your user account on your request.
In addition, we reserve the right to terminate your user account and deny the
Services upon reasonable belief that you have violated the Agreement and to
terminate your access to any Beta Service in case of unexpected technical
issues or discontinuation of the Beta Service. You have the right to terminate
your user account if 10X breaches its obligations under this Agreement and in
such event, you will be entitled to prorated refund of any prepaid fees.
Termination of user account will include denial of access to all Services, deletion
of information in your user account such as your email address and password
and deletion of all data in your user account.
Modification of Terms of Service
We may modify this Agreement upon notice to you at any time through a service
announcement or by sending email to your primary email address. If we make
significant changes to the Agreement that affect your rights, you will be provided
with at least 30 days advance notice of the changes by email to your primary
email address. You may terminate your use of the Services by providing 10X
notice by email within 30 days of being notified of the availability of the modified
Agreement if the Agreement is modified in a manner that substantially affects
your rights in connection with use of the Services. In the event of such
termination, you will be entitled to prorated refund of the unused portion of any
prepaid fees. Your continued use of the Service after the effective date of any
change to the Agreement will be deemed to be your agreement to the modified
Agreement.
End Of Terms Of Service
If you have any questions or concerns regarding this Agreement, please contact
us at Powering@innovate10x.com.

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