vcita Xpert Terms

Xpert Account and Dashboard

In order to become an Xpert, Xpert must open an Xpert account ( “Xpert Account” ) and provide vcita with certain information. Xpert confirms and undertakes that all information provided by Xpert, as well as any future information provided by Xpert will be true and accurate. vcita may, from time to time, institute rules and procedures with respect opening and maintaining a Xpert Account, which rules and procedures shall be deemed as incorporated by reference into these Terms, and Xpert shall be bound by such rules and procedures and shall comply with them. In order for Xpert to manage its account activities in referring potential customers to vcita and/or reselling the Services potential to customers vcita shall provide Xpert with access to a web-based dashboard (the  “Xpert Dashboard” ).

Registering Customers

In order for Xpert to be entitled to refer or resell to any potential customer and to receive any Fees, such potential customer must first be registered with the Xpert Account on the Xpert Dashboard. A potential customer whose registration has been accepted by vcita is referred to herein as a “Registered Customer” . A Registered Customer of an Xpert who actually acquires the vcita paid Services (directly or through Xpert) during the term of these Terms is referred to herein as an “Active Customer” , for as long as it continues to pay (or Xpert continues to pay in respect of such customer) for the Services. The rules and procedures for registering a potential customer and for a Registered Customer to maintain its status are determined by vcita and set forth in the Xpert Dashboard and may be changed by vcita from time to time at its sole discretion.

Partnership Program and the Services

In this program, Xpert may resell the Services directly to its Registered Customers through the Xpert Dashboard and charge such Registered Customers a fee for the Services ( “Resell Program” ). Alternatively, Xpert may choose to have vcita sell the Services directly and charge the Registered Customer the applicable vcita fee for the Services ( “Referral Program” ). In respect of each Registered Customer, the acquisition of the Services may be in respect of one or more unique users and Xpert (or the Active Customer, in case of direct relationship with vcita) may, from time to time, add users to an Active Customer’s account (subject to payment of the applicable additional subscription fees). With respect to each of its Active Customers, Xpert will be provided with a unique username and password for delivery to such Active Customer, which shall enable such Active Customer to access a web-based customer dashboard and use the Services for as long as the applicable fees with respect to Xpert and such Active Customer are duly paid to vcita.

vcita’s Services shall be provided to customers in accordance with and subject to the vcita’s Terms of Service, as may amended by vcita from time to time, as presented in the vcita Website or otherwise provided to Xpert (the  “Terms of Service” ) and to which any Active Customer will be required to agree in order to be provided with the Service. Xpert shall be responsible to have its Active Customers agree to such Terms of Services (on a stand-alone basis, or as incorporated into Xpert’s general terms of service) as a condition for customer’s use of the Services and shall be liable to vcita for failure to do so in case of any liability, loss, expense or damage that could have been avoided or mitigated but for such failure.

vcita shall provide the Services to customers through vcita’s owned or licensed servers and hosting systems and Xpert shall not be required to provide its own servers or hosting solution for such purpose.

To maintain innovation in product, infrastructure and its competitive position in the market, vcita is entitled to change from time to time its offered packages of its features set. vcita will inform Xpert of such changes in writing, and in a timely manner, as soon as the confirmed change is known to vcita.

Support

Xpert’s Obligations and Restrictions

Xpert shall be entitled to market and resell the Services to customers only for such customers’ own use and not for further resale, lease or other form of commercialization; shall maintain best commercial standards of quality and integrity, in accordance with industry standards, and shall work diligently and use Xpert’s best efforts to continually promote and protect the integrity of the Services.

Except as expressly permitted hereunder, Xpert shall not, nor shall it authorize or assist any third parties to: (i) use and/or commercially exploit the Services for any purpose other than as provided hereunder and in any way not explicitly permitted under these Terms or in a way which is considered by us as misuse or inappropriate use of the Services; (ii) transfer, distribute, reproduce, download, publish, disclose, disseminate, copy, emulate, assign, sublicense, sell, pledge, rent, lease, share or permit any third party to access the Services; (iii) reverse-engineer, decompile, disassemble, alter, enhance, improve, add to, delete from, make derivatives of, separate into component parts, or otherwise modify, or derive (or attempt to derive) the technology or source code underlying, the Services, or otherwise attempt to discover or recreate the source code of the Services, or any part or component thereof, provided in object code or source code format; (iv) interfere in any manner with the functionality of the Services or use them in any way that breaches any code of conduct, policy or other notice applicable to the Services; (v) remove, alter, or obscure any proprietary notices (including copyright notices) in the Services; (vi) use the results of any benchmarking or testing of the Services or the services themselves for its own competing development activities; (vii) disparage vcita or its platform or any of the services offered by vcita in any manner; or (viii) otherwise use the Services not in compliance with these Terms or in a way that adversely affects vcita’s platform or services.

Xpert will not be engaged in or allow any marketing, promotion or other activities targeting or involving persons under 18 years of age (or such other age of legal capacity according to applicable jurisdiction) or that are otherwise illegal in any applicable jurisdiction (including, without limitation, with regard to money laundering laws) or that involve fraud, spamming, false, misleading or unauthorized advertising or representations, use of stolen credit cards, and unauthorized use of any intellectual property rights or other third party rights. Xpert shall not market or promote the Services in association with any web sites or content that include: graphically violent content, racial intolerance, or advocacy against any individual, group, or organization; pornography, adult, or mature content; hacking/cracking content; illicit drugs and drug paraphernalia; excessive profanity; gambling or casino-related content; content regarding programs which compensate users for clicking on ads or offers, performing searches, surfing websites, or reading emails; excessive, repetitive, or irrelevant keywords in the content or code of web pages; sales or promotion of weapons or ammunition (e.g., firearms, fighting knives, stun guns); sales or promotion of beer or hard alcohol; sales or promotion of tobacco or tobacco-related products; sales or promotion of prescription drugs; sales or promotion of products that are replicas or imitations of designer goods; any other content that is illegal, promotes illegal activity, or infringes on the legal rights of others.

In marketing and reselling the Service, Xpert shall comply with all applicable laws, including without limitation export restriction laws and regulations (including without limitation, US export laws and regulations) and with all policies instituted by vcita from time to time, as notified to Xpert. All costs and expenses of Xpert in connection with its marketing and resell of the Services or otherwise shall be borne solely by Xpert, and vcita shall under no circumstances participate in such costs and expenses.

Consideration; Payments

Participation Fees– Becoming an Xpert is subject to the payment of an annual fee, as shall be specified from time to time on the vcita website and such payment constitutes a pre-condition for Xpert’s entitlement to resell the Services. Payment obligations towards vcita are non-cancellable and all amounts paid to vcita are non-refundable (including in case of expiration/termination of these Terms).

Xpert RevShare– Subject to compliance with these Terms, Xpert shall be entitled to receive a revenue share in an amount equal to 30% of vcita’s standard customer subscription fees that are applicable to the Services subscribed for by the Active Customer (the “Xpert RevShare”).

It is clarified that in the event that Xpert charges the Active Customer directly for the Service, then Xpert shall be responsible to pay vcita the entire subscription fees as a condition to the provision of the Services (without, for the avoidance of doubt, deducting from such amount the Xpert RevShare) and vcita shall thereafter remit to Xpert the Xpert RevShare associated with such payment.

Payment– Payment of the Xpert RevShare by vcita shall be made net of any clearing costs, expenses or commissions incurred in connection with the transfer of funds from one party to the other. Payment shall be made only if and when the aggregate revenue share due to Xpert in respect of Active Customers exceeds $20 and thereafter payment shall be made within 30 days from the end of each calendar month, with respect to subscription fees received by vcita from the Active Customers of such Xpert during such calendar month. Payments by vcita shall be made in US dollars or, if vcita so chooses, in the currency paid to it by the applicable Active Customer. Payments shall be calculated on the basis of vcita’s records, which shall be deemed conclusively accurate.

Taxes– Any fees payable from one party to the other are exclusive of all applicable taxes and the paying party shall be responsible to add such taxes to the paid fees (other in respect of taxes that are based on the receiving party’s net income). If any tax withholding is applicable with respect to any payment due to vcita, Xpert shall gross up the payment so that such tax withholding obligation shall not affect the net amount received by vcita. vcita shall be entitled to withhold taxes as required by applicable law, out of any payment due from vcita to Xpert. Any payment due from vcita to Xpert shall be subject to the receipt from Xpert of all applicable tax documentation and other information required to enable such payment, to the satisfaction of vcita.

Customers Subscription Fees– Subscription fees in respect of Active Customers are payable to vcita on either a monthly or an annual basis, as agreed as part of the subscription process of each Active Customer. Monthly subscription fees shall be paid to vcita on the first day of each calendar month with respect to all Active Customers who have subscribed for a monthly subscription (except that the first payment for subscriptions beginning mid-month will be made upon subscription for a pro-rated fee until the next billing cycle). Annual subscription fees shall be paid to vcita upon the initial subscription of the applicable Active Customer and each renewal thereof. Payment obligations towards vcita are non-cancellable and all amounts paid to vcita are non-refundable (including in case of expiration/termination of these Terms).

vcita may change its standard customer subscription fees from time to time by prior notice to Xpert (which may be provided by email, notice in the Xpert Dashboard or otherwise, at vcita’s discretion) of at least 30 days (provided that, with respect to an Active Customer under an annual subscription, such changed fees shall apply only as of the end of the then current annual subscription period). vcita may also change the percentage rates of the Xpert RevShare specified above as payable by vcita to Xpert by the same prior notice stated above, provided that with respect to then Active Customers, such change in the rates shall only enter into effect upon the subsequent renewal of the term of these Terms.

The Xpert RevShare constitute the full and final consideration due to Xpert and Xpert shall not be entitled to any additional consideration of any form for any of its actions in connection with vcita or the Service. Specifically, no consideration shall be due to Xpert in respect of any introduction, alleged introduction or sale of the Services that is not done through the Xpert Dashboard and in compliance with these Terms.

Intellectual Property

As between vcita and Xpert, vcita shall exclusively own all right, title and interest, including all related intellectual property rights (in the broadest sense of the term) in and to the Services and any data obtained through the Services and any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by Xpert or any other party relating to the Services. The vcita name, logo, and the service names associated with the Services are trademarks of vcita, and no right or license is granted herein to use them.

Each party represents and warrants to the other party on a continuing basis that the party is providing or using the Services that the party is not in any way infringing the intellectual property rights of any person.

Privacy; Data

Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT SHALL VCITA BE LIABLE TO XPERT OR ANY THIRD PARTY FOR ANY LOSS OF PROFITS, LOSS OF USE, BUSINESS INTERRUPTION, LOSS OF DATA, COST OF COVER OR INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICE, EVEN IF SUCH DAMAGES WERE REASONABLY FORESEEABLE OR IF VCITA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL VCITA BE LIABLE TO XPERT (UNDER ANY THEORY OF LAW) FOR AMOUNTS WHICH EXCEED THE LOWER OF (I) WITH RESPECT TO ANY CLAIM BY XPERT, THE AMOUNTS ACTUALLY RECEIVED BY VCITA FROM XPERT OR THE FEES PAYABLE BY VCITA TO XPERT DURING THE 6-MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM, AND (II) WITH RESPECT TO ALL CLAIMS BY XPERT IN THE AGGREGATE, THE AGGREGATE AMOUNT ACTUALLY RECEIVED BY VCITA FROM XPERT OR THE FEES PAYABLE BY VCITA TO XPERT UNDER THESE TERMS. NO CLAIM BY XPERT MAY BE MADE AFTER ONE YEAR FROM DATE OF ARISING OF THE APPLICABLE CAUSE OF ACTION OF SUCH CLAIM.

Indemnity

Xpert shall indemnify and hold vcita and its successors and assigns harmless, upon their first demand, against any damage, loss, expense or cost incurred by them as a result of or in connection with any breach by Xpert or anyone on its behalf of these Terms.

Termination or suspension of a Customer Account

vcita is entitled to suspend or terminate an Active/Registered Customer or user account in the event of any breach by such customer or any of its users of the vcita Terms of Service, without any refund of fees.

Term; Termination

These Terms become effective from the moment of their acceptance by Xpert, by clicking on the “I Agree” button (or any similar button) and shall continue in full force and effect until terminated in accordance with these Terms.

The expiry or termination of these Terms for any reason shall not affect any rights, obligations or liabilities accrued before the date of termination or expiry, or any rights, obligations or liabilities specifically stated herein to continue in force after and despite expiry or termination.

vcita may terminate these Terms for convenience at any time, by providing Xpert a prior notice of at least three (3) months. In case of a breach by Xpert of these Terms, vcita shall be entitled to terminate these Terms immediately by notice to Xpert (provided that if the breach by Xpert is curable, Xpert shall be provided with at least 7 days to cure the breach before such termination).
Upon termination of these Terms, the following shall apply:
Except as expressly provided below, Xpert shall no longer be entitled to resell the Services or use any manners to refer customers to vcita. All Registered Customers of Xpert who on the date of termination are not Active Customers shall cease to be considered as Registered Customers of Xpert.

Upon termination for convenience by vcita:

• Resell Program– vcita shall continue providing the Services as follows: (i) to Active Customers under annual subscriptions, these Terms shall continue to apply until the end of the then current annual subscription; and (ii) to Active Customers under monthly subscriptions, vcita shall be entitled, but not obligated, to continue providing the Services and if elected to continue providing the Services, these Terms shall continue to apply until the end of the six month from the date of the termination, and Xpert shall be entitled to continue receiving the Xpert RevShare respectively.


• Referral Program– Xpert shall be entitled to continue receiving the Xpert RevShare in respect any of its Active Customers under the Referral program as of the termination date until the end of the first 12-month term of the paid subscription of such Active Customers.


• Branded Resell Program– With respect to Xpert in the Branded Resell Program only, vcita shall not actively approach directly or indirectly, for a period of six (6) months following the date of termination, customers of such Xperts who as of the date of termination are Active Customers, in order to solicit them to purchase the Service