3X COMMUNICATION'S CUSTOMER AGREEMENT

Last Updated January 6, 2025


CUSTOMER AGREES TO THE TERMS OF THIS AGREEMENT BY ANY ONE OF THE FOLLOWING: (1) CHECKING A BOX INDICATING ACCEPTANCE WHEN SIGNING UP FOR A 3X COMMUNICATIONS ACCOUNT, (2) EXECUTING OR ACCEPTING AN ORDER THAT REFERENCES THIS AGREEMENT, OR (3) USING THE SERVICES.

IF THE INDIVIDUAL ACCEPTING THIS AGREEMENT IS ACCEPTING ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, SUCH INDIVIDUAL REPRESENTS THAT THEY HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THIS AGREEMENT, AND THE TERM 'CUSTOMER' SHALL REFER TO SUCH COMPANY OR OTHER LEGAL ENTITY.


1. Services

  1. 1. 3X Communications Services. 3X Communications will use commercially reasonable efforts to provide the Services to Customer. Except as otherwise agreed in the Order, Customer is responsible for providing its own computers, internet access, and other equipment and software (the 'Equipment') meeting the specifications required to access and use the Services. 3X Communications’ obligation to provide the Services under an Order may be fulfilled directly or through its Affiliates and/or subcontractors.
  2. 3X Communications Service Terms. The 3X Communications Marketplace Terms and Conditions, Privacy Policy, and terms that govern the Services, each set forth at www.3xcommunications.com/legal, are incorporated by reference in this Agreement (collectively, the 'Service Terms').
  3. 3. Third-Party Services. The Services may include the resale or provision by 3X Communications of third-party products or services ('Third-Party Services'). Customer’s use of Third-Party Services is subject to the applicable Third-Party Terms.
  4. 4. Technical Support. For certain Services, support will be provided by the Third-Party Services provider or 3X Communications as stated in the Order.
  5. 5. Administrative Account. 3X Communications may maintain an administrative account for Customer’s Services solely for technical support and account management purposes.

2. Payment Terms

  1. 1. Fees. Customer will pay undisputed fees for Services as set forth in the Order. Billing for recurring Services begins on activation or 30 days after the Order date.
  2. 2. Payment of Invoices. 3X Communications may require electronic payment. With approval, invoices may be paid within thirty (30) days. Deposits may be required and will not accrue interest.
  3. 3. Billing Disputes. Customer must submit written notice of any disputed amount within ten (10) days of invoice receipt. Disputes not submitted within this period are deemed waived.
  4. 4. Late Fees. Payments not received within 30 days of due date accrue interest at 1.5% per month. Customer agrees to pay reasonable collection costs.
  5. 5. Taxes. Customer shall promptly reimburse 3X Communications or provide proof of direct payment for all applicable taxes related to the provision or use of the Services.

3. Term and Termination

  1. 1. Term. Each Order remains effective for the term specified therein and renews automatically unless terminated with sixty (60) days’ written notice.
  2. 2. Termination for Cause. Either Party may terminate for material breach not cured within thirty (30) days after written notice.
  3. 3. Immediate Termination. Either Party may terminate immediately if the other becomes insolvent or ceases business. 3X Communications may suspend or terminate Services for non-payment after 30 days past due.
  4. 4. Effect of Termination. Upon termination, all rights and licenses cease, and Customer must discontinue use of the Services.

4. Covenants

  1. 1. No Infringement. Customer will not reproduce, reverse engineer, or modify any Services. No license or ownership is granted in 3X Communications’ intellectual property.
  2. 2. Cooperation. Customer agrees to cooperate with 3X Communications to facilitate delivery and provide reasonable access to required system or network information.
  3. 3. Security. Customer will use reasonable security precautions when using the Services and is responsible for unauthorized use unless caused by 3X Communications’ breach.

5. Confidential Information

  1. 1. Definition. 'Confidential Information' means non-public information disclosed by one Party to the other that a reasonable person would understand to be confidential.
  2. 2. Non-Use and Limited Disclosure. Receiving Party shall protect Confidential Information with the same care as its own, use it only to perform under this Agreement, and not disclose it except as necessary to fulfill obligations hereunder.

6. Warranties

  1. 1. Mutual Warranties. Each Party represents that it has authority to enter this Agreement and perform its obligations.
  2. 2. Third-Party Services Warranty Disclaimer. Customer acknowledges that 3X Communications is not the provider of Third-Party Services. The only warranties applicable are those of the Third-Party provider.
  3. 3. Disclaimer. EXCEPT AS EXPRESSLY STATED, THE SERVICES ARE PROVIDED 'AS IS.' 3X COMMUNICATIONS DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

7. Indemnification

  1. Each Party agrees to defend, indemnify, and hold the other harmless from third-party claims arising out of its own breach or negligence.


8. Limitation of Liability

  1. EXCEPT FOR BREACHES OF CONFIDENTIALITY OR IP VIOLATIONS, NEITHER PARTY SHALL BE LIABLE FOR INDIRECT OR CONSEQUENTIAL DAMAGES. 3X COMMUNICATIONS’ TOTAL LIABILITY SHALL NOT EXCEED THE AMOUNT PAID BY CUSTOMER TO 3X COMMUNICATIONS IN THE PREVIOUS TWELVE (12) MONTHS.


9. Miscellaneous

  1. 1. Notices. All notices shall be in writing and deemed delivered when sent via email to the addresses in the Order. Notices to 3X Communications shall be sent to J@3xcommunications.com.
  2. 2. Independent Contractors. The Parties are independent contractors; nothing herein creates a partnership or joint venture.
  3. 3. Assignment. Neither Party may assign this Agreement without the other’s consent, except 3X Communications may assign to an Affiliate or successor entity.
  4. 4. Governing Law. This Agreement shall be governed by the laws of Delaware, and the Parties consent to exclusive jurisdiction of Delaware courts.
  5. 5. Entire Agreement. This Agreement and incorporated Service Terms constitute the entire understanding between the Parties and supersede all prior agreements.