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Electronic AcuMax Client Agreement – Monthly 177-750

This Agreement is by and between (“Client”) and AcuMax, Inc. (“Company”).

Products and Services. This is an Agreement to provide access to AcuMax Products and Services which include consulting, training and the related use of the AcuMax Index Surveys, Position Profiles, Acumen, and the Web-Based Application together with any other related information, material, processes and applications provided to, obtained by or used by Client. The Products and Services may be changed by Company at its sole discretion at any time.

Term. The Initial Term of this Agreement is one-year beginning on the date this document is signed. Following the Initial Term, this Agreement will automatically renew on a month-to-month basis thereafter unless terminated by either the Client or the Company. Client agrees to provide no less than 30 days written notice prior to the renewal date of non-renewal. If Client continues to use the Products and Services after the expiration of the contract’s Initial Term or an extended renewal term, the Client shall be responsible and agrees to pay $100 for every AcuMax Index and/or $50 for every Acumen assessment completed after the Agreement expiration date.

Fees. The monthly fee for the Products and Services during the Initial Term is $177 The monthly fee includes set up to the Web-Based Application. After the Initial Term, the monthly fee, if renewed on a month-to-month basis, will continue at the same rate until modified by Company with no less than 60 days prior written notice to Client. The monthly fee is due and payable in full to Company 10 days from the date of the Agreement for the ensuing month. The Enrollment Fee is $750 and covers the initial system set-up and the Workshop Fee. This Enrollment Fee will be invoiced separately and is due within 30 days of agreement date. Client agrees to pay 12% interest per annum on any amount that remains unpaid more than 30 days after it is due.

Right to Use. Subject to this Agreement, Company grants Client a non-exclusive, non-transferable right to use the Products and Services. The Products and Services may not be sold or resold or used or provided under any circumstances for any consideration including, but without limitation for recruitment, placement, consulting, counseling or staffing purposes or as otherwise prohibited by this Agreement. Additionally, Client may not use on behalf of or provide the AcuMax Products and Services to any other person or entity. No implied rights are granted beyond those expressly set forth in this Agreement.

Web-Based Application. Client is responsible for its use and the security of its user passwords to the Web-Based Application. Company may rely on the use of authentic passwords as verification of identity and permission to access the Web-Based Application.
Client is responsible for providing connectivity to the Web-Based Application, including any necessary hardware, software, security, and monitoring. Company assumes no responsibility or liability for issues related to connectivity.
Company will periodically perform updates to the Web-Based Application. Routine work will generally be done during low access periods, however emergency work may need to be completed during periods when access is higher. Client acknowledges that while it is the intent to provide Web-Based Application access at all times, there may be periods where access or performance are hindered and Company assumes no liability for these periods, regardless of whether Company caused or contributed to the hindered performance.

Proprietary Information. Proprietary Information includes all AcuMax Products and Services, intellectual property, software, processes and applications, provided to, obtained, or used by Client and includes, but is not limited to, trade secrets and confidential information of Company. Company retains all ownership, rights, title, and interest in the Proprietary Information.
Client shall not, nor allow others to, modify, amend, sever, parse, copy, disseminate, or reverse engineer the Proprietary Information, or any portion thereof without the written permission of Company. Further, Client shall (i) not use the Proprietary Information in any way other than as expressly allowed by the Agreement, (ii) keep the Proprietary Information confidential, and (iii) not disclose or make the Proprietary Information available to any third party for any reason, except as required by law; and will immediately advise Company of any such use or disclosure which is not in conformity with this Agreement.
Client acknowledges the unique value of the Proprietary Information and agrees to whatever injunctive relief is necessary to prevent the misuse, unauthorized disclosure, or unauthorized use of the Proprietary Information supported by, or contributed to by Client or any employee without the need to establish proof of irreparable harm. In addition to injunctive relief and any other remedies allowed for the misuse, unauthorized disclosure, or unauthorized use of the Proprietary Information, Client shall pay Company liquidated damages in an amount equal to twenty-four times the monthly fee in addition to the gains, if any, received by the Client attendant to each such use or disclosure. Client shall advise anyone using the Products and Services of the terms concerning Proprietary Information in this Section.

Breach. In addition to any other remedies, Company may, at its discretion, terminate this Agreement and/or access to the Web-Based Application upon any of the following conditions of breach and shall provide prompt notice to Client of any such decision.
Failure to pay any Fee due under this Agreement shall constitute a breach of this Agreement.
Use of Proprietary Information in a way not allowed under this Agreement shall constitute a breach of this Agreement.
Client’s failure to comply with any part of this Agreement shall constitute a breach of this Agreement.

Client shall, upon notice of termination of this Agreement, immediately cease using the Proprietary Information and shall return all Proprietary Information of Company within ten (10) days of notice of termination. Client may obtain and retain all AcuMax reports generated prior to the termination of this Agreement upon payment of any unpaid Fees due and an hourly fee, to be determined by Company, for the time and effort in producing those reports. Client may not modify the reports obtained nor remove any text or marks identifying them as AcuMax reports.

Client Data. Client warrants it has the right to collect, disclose, and store the information or data entered into the Web-Based Application, and that storage and access to such data by Company does not violate the rights of any third party. Client grants Company permission to access, store, and process such data under this Agreement and to refer to Client as an AcuMax client.

Governing Law and Venue. This Agreement shall be construed in accordance with the laws of the State of Michigan, without regard to such State’s principles surrounding the conflict of laws. The partys' consent to the personal and exclusive jurisdiction of the federal and state courts of Michigan.

Severability and Construction. The parties waive any provision of law that would render any clause of this Agreement invalid in any respect. If a provision of this Agreement is held to be unenforceable, such provision will be interpreted to fulfill its intended purpose to the maximum extent permitted by law, and the remaining provisions of this Agreement will continue in full effect. The Agreement shall be construed as being jointly drafted by the parties for purposes of judicial construction or enforcement.

Amendment and Assignment. This Agreement may only be modified by an amendment referencing this Agreement signed by both parties. Client may not assign this Agreement, or any rights and responsibilities without Company’s written permission.

IN WITNESS WHEREOF, the parties have executed this Agreement which sets forth the entire agreement of the parties and supersedes all prior or contemporaneous writings, negotiations, and discussions with respect to the subject matter hereof.

Company:

AcuMax Inc

3319 Greenfield Rd., #402

Dearborn, MI, USA 48120-1212

Client:

Printed Name and Title:

Total employees at all locations covered by this Agreement:

The Client contact person responsible for implementation of AcuMax is:

Email Address:

Phone Number:

Invoices should be sent to the following email address:

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