Online Subscription Agreement

This Online Subscription Agreement (the “Agreement”) is entered into between fraXtion, LLC (“fraXtion”), 11427 Reed Hartman Hwy. Blue Ash, Ohio 45241 and the Subscriber to fraXtion services through the fraXtion website (the “Subscriber”).  This Agreement will start on the date the Subscriber completes the subscription request and authorizes payment on the fraXtion website (“Effective Date”).  

 

Subscriber has purchased one or more of the subscription packages offered on the fraXtion website advice as a service for small and mid-sized businesses.  fraXtion and Subscriber agree to the following provisions:

 

(1) Subscription Services

 

  1. fraXtion will make the subscriptions available to Subscriber pursuant to this Agreement.  The fraXtion terms and conditions, and privacy policy are incorporated in this agreement.  That information can also be found at (www.fraXtionsmb.com). 
  2. All rights shall be reserved by fraXtion in the event the rights are not expressly granted to Subscriber. The license authorized to Subscriber shall permit utilization of such services.
  3. Subscriber shall be entitled to a nonexclusive license from fraXtion during the term of this Agreement to make use of services pursuant with this Agreement.
  4. Subscriber shall have access to the services offered by fraXtion depending on the different level of subscription access chosen by Subscriber upon its acceptance of the provisions stipulated in this Agreement.

 

(2) Payments, AutoPay, Renewals and Cancellation 

 

  1. Payment: Subscriber will pay fraXtion a Subscription fee based on the package(s) selected on the fraXtion website.  Subscriber agrees that the package(s) are a month-to-month subscription.  The amount of subscription fees charged to Subscriber is scheduled based on the services accessed and subscribed by Subscriber during the execution of this Agreement.
  2. AutoPay: Subscriber authorizes fraXtion to automatically debit Subscriber’s checking or credit card in the amount equal to the recurring subscription charge due to fraXtion within five (5) days of the date such charge becomes due.  This authorization will remain in effect until the fifth business day following fraXtion’s receipt from Subscriber of a written notice to cancel such authorization. Subscriber shall keep their billing information updated. In the event Subscriber payment of Subscription fees and charges is behind for more than five (5) days, fraXtion has the full right to suspend connection to its services.
  3. Renewal: Subscription shall be automatically executed monthly following the initial two-month commitment term.  fraXtion will provide the necessary services of Subscription to the Subscriber within the course of the term until the renewal of this Agreement as specified unless another provision from either fraXtion or Subscriber is stated in this Agreement.
  4. Cancellation: Subscriber is solely responsible for the proper cancellation of the subscription. Subscriber may cancel the subscription at any time after the two-month commitment by emailing billing@fraXtionsmb.com or calling contacting Michael Fillios by phone of email.  Subscriber understands that cancellation of this authorization does not cancel Subscriber’s obligations under this Agreement. 

 

(3) Rules and Limitation of Subscription

 

  1. Subscriber is bound by the rules set by fraXtion for the Subscription that is the subject of this Agreement. Subscriber will follow the proper use of the Subscription as required by fraXtion.
  2. Subscriber will be allowed to log in on the Subscription package paid for, but not more than the allowed times for any given subscription account unless permission from one of the operators of fraXtion is acquired.
  3. Subscriber shall maintain and exhibit manners in the use of the Subscription and shall not violate, injure, or attack others while using the Subscription.

 

(4) Intellectual Property Rights

 

  1. fraXtion reserves all rights in and to the services. This Agreement does not serve any right to convey ownership in relation to the services. The fraXtion logo, tagline, and services relevant to the Subscription are owned by fraXtion and no license is authorized in using these elements. 
  2. fraXtion shall continue to have the authority to modify the services to fully update the Subscription services herein.  fraXtion shall provide reasonable efforts to inform Subscriber of such modifications. Subscriber, on the other hand, shall check personal account for any updates or amendments. 

 

(5) Consideration of Privacy

 

  1. Data and information communicated within the system by Subscriber shall only be accessible and viewable by Subscriber and its associated and recipients with which the information has been addressed to. fraXtion acknowledges that it has no authority in terms of what information Subscriber submits.
  2. fraXtion may conduct certain monitoring process to ensure that Subscription has been smoothly operating and utilized by Subscriber during the execution of this Agreement. Upon using the services, fraXtion may disseminate details that can be found on the account interface. 
  3. fraXtion will not save or store any anonymous end-user detail since this can possibly cause software malware in Subscriber database. Subscriber agrees that services of fraXtion do not manipulate Subscriber documents. 

 

(6) Indemnity

 

  1. Subscriber agrees to indemnify, defend and hold harmless fraXtion and its subsidiaries, affiliates, officers, directors, agents, independent contractors and employees from and against any costs, damages, expenses (including reasonable attorneys’ fees), judgments, losses and other liabilities (including amounts paid in settlement) (“Liabilities”) incurred as a result of any third-party action, claim, demand, proceeding or suit (“Claim”) to the extent arising from or in connection with (a) your use of the Software and/or Service in violation of this Agreement, (b) any employment decision or action you take due to information available through or your use of the Service.
  2. fraXtion agrees to indemnify, defend and hold harmless you, and your affiliates, officers, agents, and employees from and against any Liabilities incurred as a result of any third-party Claim to the extent arising from or in connection with an allegation that your use of the Software and/or Service in accordance with this Agreement infringes the intellectual property rights of a third party. Notwithstanding the foregoing, in no event shall fraXtion have any obligations or liability arising from: (a) use of the Software and/or Service in a modified form or in combination with materials or software not furnished by fraXtion, and (b) any User Content, information or Data provided by you, your end users, or other third parties. 

 

(7) Warranties and Limitation of Liability

 

  1. fraXtion represents, warrants, and covenants as follows: (a) the Service will perform substantially in accordance with the specifications generally provided by fraXtion in connection with the Service (“Documentation”); (b) the provision of the Service will comply with all privacy and data protection laws applicable to its business; (c) it will not sell Personal Information provided by you, and it will retain, disclose, or use Personal Information provided by you only for purposes of providing the Service; and (d) any professional services performed for you by fraXtion will be performed in a professional and workmanlike manner, with the degree of skill and care that is required by sound professional procedures and practices.
  2. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EXCEPT FOR THE LIMITED WARRANTIES PROVIDED ABOVE, fraXtion HEREBY DISCLAIMS ALL OTHER WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THE SERVICE, SOFTWARE, DOCUMENTATION, DELIVERABLES AND OTHER MATERIALS AND/OR SERVICES. fraXtion DOES NOT WARRANT THAT OPERATION OF THE SERVICE WILL BE ERROR-FREE OR UNINTERRUPTED.
  3. EXCEPT FOR (I) EITHER PARTY’S BREACH OF ITS CONFIDENTIALITY OBLIGATIONS, WHICH FOR fraXtion MEANS ITS COMMITMENT NOT TO DISCLOSE YOUR DATA AS DESCRIBED HEREIN, (II) A PARTY’S VIOLATION OF THE OTHER PARTY’S INTELLECTUAL PROPERTY RIGHTS, (III) EITHER PARTY’S INDEMNIFICATION OBLIGATIONS HEREUNDER, OR (IV) EITHER PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, (A) IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES ARISING OUT OF THIS AGREEMENT, AND (B) THE AGGREGATE LIABILITY OF EITHER PARTY TO THE OTHER WITH RESPECT TO THIS AGREEMENT IS LIMITED, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, TO THE FEES COLLECTED BY fraXtion FROM YOU PURSUANT TO THIS AGREEMENT IN THE SIX MONTHS PRECEDING THE EVENT FROM WHICH THE LIABILITY AROSE. THE FOREGOING LIMITATIONS APPLY EVEN IF SUCH PARTY KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY HEREIN.

 

(8) Governing Law

 

This Agreement shall be construed in conformity with the laws of the State of Ohio.  Both fraXtion and Subscriber hereby agree to exclusive jurisdiction relating to this Agreement in the state courts of Ohio. 

 

(9) Amendments

 

This Agreement may be amended through writing only and must be signed by a legal representative of each party. 

 

(10) Entire Agreement

 

Beyond the terms and conditions, and privacy policy on the fraXtion website, this Agreement and the provisions herein constitute the entire agreements between fraXtion and Subscriber in relation to the subject matter set forth herein. The agreement between two parties supersedes all preceding agreements between them. There shall be no waiver of any provisions comprise an ongoing provision as stated under this Agreement. Furthermore, there shall be no binding waiver unless executed by fraXtion and Subscriber.  

 

This Agreement is affirmed by fraXtion and Subscriber starting on the Effective Date as defined above.