Effective Date: August 28, 2023
Please read these terms of service (“Terms of Service”) and the description of services and solutions on our Website (collectively, this “Agreement”) carefully. This Agreement is between you and VXT Limited (“VXT,” “we,” “us” or “our”) and governs your access to and use of our Services and Software. You may enter into this Agreement on behalf of yourself or on behalf of a legal entity. If you enter into this Agreement on behalf of a legal entity, you represent that you are a duly authorized representative with the authority to bind that legal entity to this Agreement. All references to “Customer,” “you” and “your” in this Agreement mean the person accepting this Agreement as an individual or the legal entity for which the representative is acting. Capitalized terms in this Agreement will have definitions as set forth in the applicable section where they are defined in section 31 below.
We may provide the Services and Software through VXT Limited, our affiliate(s), or both. You may only use the Services and Software in accordance with the terms and subject to the conditions of this Agreement.
READ THIS AGREEMENT CAREFULLY, AS IT PROVIDES, AMONG OTHER THINGS: (i) in Section 25, that you will not bring class-action claims against VXT; (ii) in Sections 12 and 14, that certain terms and conditions apply with respect to recurring subscription Charges and automatic renewals; (iii) in Section 15, that VXT may make modifications, deletions, and additions to these Terms of Service and our Website; and (iv) in Section 24, that you release VXT from, and waive your right to recover from VXT, certain damages. You acknowledge that you will only create an account or otherwise use the Services and Software if you agree to be legally bound by all terms and conditions herein. Your acceptance of this Agreement creates a legally binding contract between you and VXT.
Username and Passwords. You may be required to provide information about yourself to register for and to access or use the Services and Software. You represent and warrant that any such information, including Customer Data, is and will remain accurate and complete, and that VXT has no liability whatsoever for errors and omissions in your Customer Data. You may also be asked to choose a username and password to access or use the Services and Software. We may reject, or require that you change, any such username or password, in our sole discretion. You are entirely responsible for maintaining the security of your username and password, and you agree not to disclose or make your username or password accessible to any third party.
You may not share an account, Host rights, or any other user rights with any other individual, unless otherwise expressly pre-approved by VXT in writing. You may not share any login credentials or passwords regarding the foregoing with any other individual. You acknowledge that sharing of any such rights is strictly prohibited. Your right to use or access the Services and Software is personal to you and not assignable or transferable. You may not assign or transfer any account, Host rights, or any other user rights with any other individual, except upon (i) an individual termination of employment or relationship with their employer, as applicable, or (ii) VXT’s prior express written approval.
You may order the Services through an online registration or order form approved and authorized by VXT (each an “Order Form”). Any order for the Services made pursuant to an Order Form is subject to the terms of this Agreement. An Order Form may contain additional or different terms, conditions, and information regarding the Services you are ordering as authorized and agreed to by VXT. In the event of any conflict or inconsistency between this Agreement and any Order Form authorized and agreed to by VXT, the applicable Order Form controls and governs over this Agreement, to the extent necessary to resolve the particular conflict or inconsistency only. VXT will provide the Services set forth in your Order Form and standard updates to the Services that we make generally available at no additional cost to similarly situated customers in the same geographic region during the applicable Initial Subscription Term or then-current Renewal Term. VXT may, in its sole discretion, (i) discontinue the Services, or (ii) modify the features or functionality of the Services or Software.
You will maintain your minimum quantity of the Services set forth on your Order Form for the duration of the applicable Initial Subscription Term or then-current Renewal Term. Any timely and contractually available modification to the Services set forth on your Order Form will be effective only upon the commencement of your next Renewal Term, unless you request an increase in the Services, which will take effect as indicated in the applicable Order Form.
Without limiting our rights in this Agreement, including Sections 12.7 and 14.3, you acknowledge that VXT is not required to provide any new Services set forth in an Order Form until all outstanding balances due and owing for existing Services are paid in full.
Subject to the terms and conditions of this Agreement, you may access and use, during the Initial Subscription Term or then-current Renewal Term, the Services as set forth on each applicable Order Form. If access to or use of any portion of the Services requires or allows for you to download, use, or install VXT software (“Software”), VXT grants you a limited, revocable, non-exclusive, non-transferable, non-assignable, non-sublicensable, and royalty-free license to use the Software in object code format on a compatible device for your internal use only, solely to access and use the Services during the applicable Initial Subscription Term or then-current Renewal Term. You acknowledge and agree that your access to and use of the Services and Software under this Section 3.1 (and as otherwise provided in this Agreement) is revocable in VXT’s sole discretion.
Subject to the terms and conditions in this Agreement, VXT grants you a limited, revocable, non-exclusive, non-transferable, non-assignable, non-sublicensable, and royalty-free license for you to use VXT-provided product and services documentation (“Documentation”) solely for your internal business purposes in connection with use of the Services or Software during the applicable Initial Subscription Term or then-current Renewal Term.
You acknowledge that, notwithstanding anything to the contrary herein, the Services are provided to you on a subscription basis, and the Software and Documentation is provided to you under a limited license, and neither has been sold to you. You also acknowledge that you have neither obtained nor will obtain any ownership or other right, title, or interest in or to the Services, Software, or Documentation or any Proprietary Rights relating thereto. Any copies of Software will remain the exclusive property of VXT. The Software may include code that is licensed to you under third party license agreements, including open source software made available or provided with the Software. Without limiting the generality of the foregoing, VXT owns all right, title, and interest in and to all upgrades, enhancements, new releases, changes, and modifications to the Services or Software, together with all ideas, architecture, algorithms, models, processes, techniques, user interfaces, database design and architecture, and “know-how” embodying the Services and Software. Under no circumstances will you be deemed to receive, have, or be granted title to all or any portion of the Services, Software, or Documentation, title to which at all times vests exclusively in VXT.
You will, and you will cause your End Users to, abide by and ensure compliance with, all the terms and conditions of this Agreement. Use of the Services is void where prohibited. You are responsible for your and your End Users’ access to and use of the Services and Software. You are responsible for the activities of all your End Users, including ensuring that all End Users will comply with the terms and conditions of this Agreement and any applicable VXT policies. You acknowledge that you remain liable for the acts and omissions of any third party that you allow, enable, or otherwise provide access to the Services or Software, whether or not such access was expressly permitted by VXT.
VXT assumes no responsibility or liability for violations of this Agreement by End Users or any other third party that you allow, direct, or enable to access the Services or Software. If you become aware of any violation of this Agreement in connection with use of the Services or Software by any person, you must contact VXT at firstname.lastname@example.org.
Under no circumstances will VXT be liable in any way for any data or other content viewed while using the Services, including any errors or omissions in any such data or other content, or any loss or damage of any kind incurred as a result of the use of, access to, or denial of access to any data or other content.
VXT may investigate any complaints and violations that come to our attention and may take any action, in its sole discretion, including issuing warnings, suspending or disconnecting the Services or Software, removing the applicable data or other content, terminating accounts or End User profiles, or taking other reasonable actions in its sole discretion.
You must provide us with provide us with: (i) all necessary co-operation in relation to this Agreement; and (ii) all necessary access to such information as we may reasonably require, in order to provide the Services.
Your use of the Services and Software requires one or more compatible devices, Internet access, telephone and/or mobile phone access and certain third-party software, and you may be required to obtain updates or upgrades from time to time for Software or third-party software, which may result in additional costs to you. Because use of the Services and Software involves hardware, software, telephone and/or mobile phone access and Internet access, your ability to access and use the Services and Software may be affected by the performance of the foregoing. High-speed Internet access is recommended. You are solely responsible for any fees that may apply to your access to or use of the Services and Software, including fees for hardware, software, telephone and/or mobile phone access, Internet access, or text messages. You agree that the foregoing requirements are your responsibility, and VXT may, in its sole discretion, discontinue availability or compatibility of the Services or Software, on a particular operating system, device, or platform.
Where, in order to provide the Service, we need to install equipment or Software at a premises, you must obtain or help us to obtain all necessary consents required from any applicable occupier, site owner or third party, and any applicable council and/or regulator (“Access Consent”).
If Access Consent requires us to pay charges to install equipment or Software, then we may recover these charges from you. These charges may vary from site to site and may not be known until the consent is granted by the third party. We will promptly inform you in writing of any charges required by a third party and the amount of the charge.
Where we are unable to obtain Access Consent, unable to agree (acting reasonably) on the terms of the access, Access Consent is revoked or withdrawn for any reason, or we cannot provision the Service because we are denied access to the site or premises, we may terminate the affected Service by giving you as much written notice as is practical and you agree that we will not be liable to you in any way for that termination, provided that we may recover any reasonable costs we have incurred in relation to the agreement for provision of the relevant Services up until such termination.
Maintenance work that may require interruption of the Services (“Maintenance Events”) will not normally be performed during normal business hours. VXT may interrupt the Services outside normal business hours, or during normal business hours where it is impracticable to perform the work outside normal business hours, for maintenance.
You are responsible for compliance with all Laws governing the monitoring or recording of conversations as the Host or Phone Host. A Host or Phone Host can choose to record, for example, meetings, webinars, or a phone call. By using the Services, you authorize VXT to store recordings. You will receive a notification (visual or otherwise) when recording is enabled. If you do not consent to being recorded, you can choose to leave the recorded session.
You agree that you will not, and will not permit any End Users to, directly or indirectly: (i) use the Services or Software in violation of our Acceptable Use Guidelines (which are hereby incorporated into this Agreement); (ii) modify, customize, disassemble, decompile, prepare derivative works of, create improvements, derive innovations from, reverse engineer, or attempt to gain access to any underlying technology of the Services or Software, including any source code, process, data set or database, management tool, development tool, server or hosting site; (iii) knowingly or negligently use the Services or Software in a way that abuses, interferes with, or disrupts VXT’s networks, your account, Host rights, or any other user rights, or the Services; (iv) engage in activity that is illegal under applicable Law, fraudulent, false, or misleading; (v) transmit through the Services or Software any material that may infringe, misappropriate, or violate the Proprietary Rights of third parties; (vi) build or benchmark a competitive product or service, or copy any features, functions, or graphics of the Services or Software; (vii) use the Services or Software for the development, production, or marketing of a service or product substantially similar to the Services or Software; (viii) use the Services or Software to communicate any message or material that is harassing, libelous, threatening, obscene, indecent, would infringe or violate the Proprietary Rights of any party, or is otherwise unlawful, or would give rise to civil or criminal liability, under any applicable Law; (ix) upload or transmit any software, Customer Content, or code that does or is intended to harm, disable, destroy, or adversely affect performance of the Services or Software in any way or which does or is intended to harm or extract information or data from other hardware, software, networks, or other users of the Services or Software; (x) engage in any activity or use the Services, Software, or your account in any manner that could damage, disable, overburden, impair or otherwise interfere with or disrupt the Services, Software, or any servers or networks connected to the Services or VXT security systems; (xi) use the Services or Software in violation of any VXT policy or in a manner that violates applicable Law, including anti-spam, import and export control, intellectual property, privacy, anti-terrorism, anti-bribery, foreign corrupt practices, and any other Laws requiring the consent of subjects of audio and video recordings; (xii) remove, delete, alter, or obscure any Proprietary Rights notices provided on or with the Services or Software, including any copy thereof; (xiii) make, use, or offer the Services or Software for lease, rent, or sale, or reproduce, resell, distribute, publish, display, assign, transfer, sublicense, lend, use on a timeshare or service bureau basis, or use the Services or Software for any commercial or other purpose that is not expressly permitted by this Agreement; or (xiv) make available the Services or Software, or any features or functionality thereof, to any third party for any reason or by any manner, unless expressly permitted by this Agreement or otherwise expressly agreed to in writing by you and VXT.
You are solely responsible for your and your End Users’ compliance with all Laws that apply to your and your End Users’ access to and use of the Services and Software, including Laws requiring you to provide proper End User notifications and to obtain proper End User consents, which may be necessary to allow VXT and VXT’s authorized third parties to access, use, and share Customer Content. You shall comply with, and ensure that all End Users comply with, all applicable Laws in connection with your obligations under this Agreement, including access to and use of the Services and Software.
You or your End Users may provide, upload, or originate data, content, files, documents, or other materials (collectively, “Customer Input”) in accessing or using the Services or Software, and VXT may provide, create, or make available to you, in its sole discretion or as part of the Services, certain derivatives, transcripts, analytics, outputs, visual displays, or data sets resulting from the Customer Input (together with Customer Input, “Customer Content”); provided, however, that no Customer Content provided, created, or made available by VXT results in any conveyance, assignment, or other transfer of VXT’s Proprietary Rights contained or embodied in the Services, Software, or other technology used to provide, create, or make available any Customer Content in any way and VXT retains all Proprietary Rights therein. You further acknowledge that any Customer Content provided, created, or made available to you by VXT is for your or your End Users’ use solely in connection with use of the Services, and that you are solely responsible for Customer Content.
Customer Content does not include any telemetry data, product usage data, diagnostic data, and similar content or data that VXT collects or generates in connection with your or your End Users’ use of the Services or Software (“Service Generated Data”). As between you and VXT, all right, title, and interest in and to Service Generated Data, and all Proprietary Rights therein, belong to and are retained solely by VXT. You agree that VXT compiles and may compile Service Generated Data based on Customer Content and use of the Services and Software. You consent to VXT’s access, use, collection, creation, modification, distribution, processing, sharing, maintenance, and storage of Service Generated Data for any purpose, to the extent and in the manner permitted under applicable Law, including for the purpose of product and service development, marketing, analytics, quality assurance, machine learning or artificial intelligence (including for the purposes of training and tuning of algorithms and models), training, testing, improvement of the Services, Software, or VXT’s other products, services, and software, or any combination thereof, and as otherwise provided in this Agreement. In furtherance of the foregoing, if, for any reason, there are any rights in such Service Generated Data which do not accrue to VXT under this Section 10.2 or as otherwise provided in this Agreement, you hereby unconditionally and irrevocably assign and agree to assign to VXT on your behalf, and you shall cause your End Users to unconditionally and irrevocably assign and agree to assign to VXT, all right, title, and interest in and to the Service Generated Data, including all Proprietary Rights relating thereto.
You agree to grant and hereby grant VXT a perpetual, worldwide, non-exclusive, royalty-free, sublicensable, and transferable license and all other rights required or necessary to redistribute, publish, import, access, use, store, transmit, review, disclose, preserve, extract, modify, reproduce, share, use, display, copy, distribute, translate, transcribe, create derivative works, and process Customer Content and to perform all acts with respect to the Customer Content: (i) as may be necessary for VXT to provide the Services to you, including to support the Services; (ii) for the purpose of product and service development, marketing, analytics, quality assurance, machine learning, artificial intelligence, training, testing, improvement of the Services, Software, or VXT’s other products, services, and software, or any combination thereof; and (iii) for any other purpose relating to any use or other act permitted in accordance with Section 10.3. If you have any Proprietary Rights in or to Service Generated Data or Aggregated Anonymous Data, you hereby grant VXT a perpetual, irrevocable, worldwide, non-exclusive, royalty-free, sublicensable, and transferable license and all other rights required or necessary to enable VXT to exercise its rights pertaining to Service Generated Data and Aggregated Anonymous Data, as the case may be, in accordance with this Agreement.
VXT will maintain reasonable and appropriate physical and technical safeguards to prevent unauthorized disclosure of or access to Customer Content provided by you to VXT. VXT will notify you if it becomes aware of an unauthorized disclosure or unauthorized access to Customer Content. VXT will only access, use, collect, maintain, process, store, and transmit Customer Content in accordance with this Agreement, which may include VXT’s consultants, contractors, service providers, subprocessors, and other VXT-authorized third parties accessing, using, collecting, maintaining, processing, storing, and transmitting Customer Content on VXT’s or your (or your End Users’) behalf in connection with the Services or Software. VXT will ensure that any sharing of Customer Content with an authorized third party will be in compliance with applicable Law. VXT has no other obligations with respect to Customer Content.
You agree that you are solely responsible for the Customer Content sent, uploaded, displayed, or transmitted in the use of the Services, including its accuracy, and for compliance with all Laws pertaining to the Customer Content, including Laws requiring you to obtain the consent of a third party to use Customer Content and to provide appropriate notices of third party rights. You represent and warrant that you have the right to upload Customer Input and for VXT to provide, create, or make available any Customer Content to you, and that such use or provision by you, your End User, or VXT does not violate or infringe any rights of any third party. Under no circumstances will VXT be liable in any way for (i) your Customer Content that is transmitted or viewed while using the Services, (ii) errors or omissions in the Customer Content, or (iii) any loss or damage of any kind incurred as a result of the use of, access to, or denial of access to Customer Content. VXT may delete any Customer Content, at any time without notice to you, if VXT becomes aware that it violates any provision of this Agreement or any applicable Laws. As between you and VXT, you retain all ownership rights in your Customer Content, subject to any license or other rights granted herein, and without limiting any of VXT’s Proprietary Rights set forth herein.
You affirm that you are of legal age to enter into this Agreement and to use the Services and Software. You affirm that you are otherwise fully able and competent to enter into and abide by the terms, conditions, obligations, affirmations, representations, and warranties set forth in this Agreement. Your access may be terminated without warning if it comes to our attention that you are under the legal age to enter into this Agreement or are otherwise ineligible to enter into this Agreement or to use the Services and Software.
VXT is not intended for use by individuals under the age of sixteen (16) years old.
Unless VXT agrees in its sole discretion to an alternative payment method in writing, you agree that VXT may charge your credit card, debit card, or other payment mechanism selected by you and approved by VXT (“Payment Method”) for all amounts due and owing in connection with your use of the Services, as set forth in the applicable Order Form or otherwise used or ordered by or for you through the Services, including set up fees, one-time fees, non-recurring fees, overages, per-use charges, subscription fees, recurring fees, and any other fees and charges associated with the Services or your account (“Charges”). As provided in Section 13, unless otherwise expressly specified an Order Form, all Charges are exclusive of Taxes and Fees. You agree to promptly update your Payment Method to allow for timely payment. Changes made to your Payment Method will not affect Charges that VXT submits to your chosen Payment Method before VXT could reasonably act on your changes. Additionally, you agree to permit VXT to use any updated Payment Method information provided by your issuing bank or the applicable payment network and to charge your current primary Payment Method by using the details of such Payment Method saved in our system, even if such Payment Method is declined. VXT further reserves the right to use your backup Payment Method to the extent one is provided. By adding a backup Payment Method, you authorize VXT to process any applicable Charges on your backup Payment Method if your primary Payment Method is declined.
You agree that all payments are non-cancelable for the Initial Subscription Term or the then-current Renewal Term, as applicable, and are final and non-refundable, unless otherwise agreed to by VXT, required by Law, or set forth in your Order Form.
VXT may change prices for the Services at any time, in its sole discretion. For changes to your Charges, VXT will provide you with prior notice, or (ii) the time period prescribed by applicable Law (each, (i) and (ii), a “Rate Change Notice”). Unless prohibited by the terms of your Order Form, any changes to your Charges will be effective upon the commencement of your next Renewal Term or other date calculated in accordance with applicable Law. If you seek to terminate or modify the Services affected by a Rate Change Notice, then you must terminate or modify your affected Services within the applicable Rate Change Notice time period. If you do not terminate or modify the affected Services within the applicable Rate Change Notice time period, then you shall be deemed to have automatically accepted the change to your Charges, unless your affirmative, express consent to such change is required under applicable Law. If required by applicable Law, we will remind you of your termination and modification right, any applicable time-period, and the consequences of not terminating.
Prices specified in an Order Form may include a promotional rate, discount, sale, or special offer, which may be temporary and may expire (i) per the terms of the offer, or (ii) upon the commencement of a Renewal Term. The expiration of the discount or promotional pricing may expire without additional notice to you, unless specified in an Order Form or as required by applicable Law. VXT reserves the right to discontinue or modify any promotion, discount, sale, or special offer in its sole discretion.
You agree that if VXT is unable to collect the Charges for the Services through your Payment Method, VXT may, to the extent not prohibited by applicable Law, take any other steps it deems necessary to collect such Charges from you and that you will be responsible for all costs and expenses incurred by VXT in connection with such collection activity, including collection fees, court costs, and attorneys’ fees. You further agree that, to the extent not prohibited by applicable Law, VXT may collect interest at the lesser of 2% per month or the highest amount permitted by Law on any Charges not paid when due.
VXT will provide, at no additional costs, (i) standard support as set forth in our then-current Documentation, and (ii) standard updates to the Services and Software that are made generally available by VXT to similarly situated customers in the same geographic region during the Initial Subscription Term or any applicable Renewal Term. Standard support does not include issues that are caused by the customer or the customer’s device or IT infrastructure. Support related to such excluded causes will be regarded as VXT providing out of scope services, for which VXT reserves the right to charge you at its then applicable standard rates. In accordance with applicable Law and the terms of this Agreement, VXT reserves the right to (a) modify its standard support and charge you for standard support and (b) charge you for any updates to the Services or for any premium features or functionality.
Without limiting our rights in any other section of this Agreement, including 14.3, if any failure to pay Charges continues for five (5) calendar days following the due date, VXT may terminate, suspend, or disconnect your Services immediately and without prior notice.
You agree that VXT may contact you via email or otherwise at any time with information relevant to your use of the Services, including billing communications, regardless of whether you have opted out of receiving marketing communications or notices.
If under applicable Law you have a time period to terminate your Services based on a right of withdrawal, or a cooling-off period, you may request to terminate the affected Services in accordance with applicable Law and, if applicable, receive a pro rata refund of any prepaid and unused Charges. If the Services begin before any withdrawal or cooling-off period, or you fail to terminate your Services during the right of withdrawal or cooling-off period, then you acknowledge that you lose any termination rights under this Section 12.9. Nothing in this Section 12.9 is intended to limit or exclude any of your rights that cannot be limited or excluded under applicable Law.
Unless otherwise expressly specified by VXT as required by applicable Law, all prices shown by VXT and Charges for the Services on your account are exclusive of Taxes and Fees. Where applicable, Taxes and Fees will be charged on the invoices issued by VXT in accordance with applicable Laws. VXT, in its sole discretion, will (i) calculate the amount of Taxes and Fees due, and (ii) change such amounts without notice to you.
If required by Law, VXT will issue a VAT/GST invoice, or a document that the relevant taxing authority will treat as a VAT/GST invoice, to you. You agree that this invoice may be issued electronically.
You will pay VXT, and you are solely responsible for, any applicable Taxes and Fees. All payments made by you to us under this Agreement will be made free and clear of any deduction or withholding Taxes and Fees, as may be required by applicable Law. If any such deduction or withholding Taxes and Fees (including domestic or cross-border withholding taxes) are required on any payment, you will pay such additional amounts as necessary, such that the net amount received by us is equal to the amount then due and payable under this Agreement. You also agree to provide VXT with withholding tax certificates, upon VXT’s request, to the extent a withholding certificate is required to be sent to VXT under applicable Law, and you agree that VXT may provide your withholding tax certificate to the appropriate taxing authority without further notice to you.
If Taxes and Fees are due towards the taxing authorities by you instead of VXT, through the reverse charge or other similar mechanism, you will provide VXT with all appropriate evidence for VXT to demonstrate your business nature, such as a valid VAT/GST registration number (or similar information required under the relevant VAT/GST Laws). VXT reserves the right to review and validate your VAT/GST registration number. If the VAT/GST registration number is not valid, VXT reserves the right to nevertheless charge the applicable VAT/GST to you. For the avoidance of doubt, if VAT/GST is due by you to a taxing authority, through the reverse charge or other similar mechanism, you are solely responsible for paying those amounts to the relevant taxing authority, such that VXT receives the full amount of payment required.
Tax determination is principally based on the location where you have established your business based on your Customer Data, or if you are an individual, where you permanently reside. This location will be defined by VXT as your ‘Sold To’ address. VXT reserves the right to cross reference this location against other available evidence to validate whether your location is accurate. If your location is inaccurate, VXT reserves the right to charge you any outstanding Taxes and Fees.
If you subscribe to any Services, and those Services are used and enjoyed by a subsidiary of you in a country that is different from your location as determined pursuant to Section 13.6, you confirm that, where required, you will treat this as a supply to your subsidiary. If you subscribe to the Services and those Services are used and enjoyed by a branch or individual in a country that is different to your location as determined pursuant to Section 13.6, you acknowledge that you will inform VXT of the Services that have been allocated, and you acknowledge that VXT reserves the right to charge Taxes and Fees based on the use and enjoyment of those Services.
In accordance with applicable tax Law, and notwithstanding any of VXT’s notice obligations that may arise under this Agreement, including but not limited to, Section 17.4, we may disclose Customer information, including Customer Confidential Information, to a tax authority without notice to you before or after the disclosure.
Each Order Form will specify your Initial Subscription Term and any applicable Renewal Term for the Services. Unless your Order Form expressly states otherwise or applicable Law prohibits automatic renewal, each Renewal Term for the Services will begin automatically at the end of the then-current Initial Subscription Term or Renewal Term, as the case may be, unless either party provides written notice of termination or modification of the Services provided under such Order Form (i) at least thirty (30) calendar days prior to the commencement of the next Renewal Term, or (ii) within the notice period required by applicable Law (collectively, (i) and (ii), the “Renewal Notice Period”). In order to terminate or modify the affected Services, you must provide notice to VXT, via the billing portal (if available for your account) or in an email to email@example.com in accordance with the Renewal Notice Period. Any statutory rights you may have under the applicable Laws to terminate your Services at an earlier time during the Initial Subscription Term or any given Renewal Term remains unaffected by this clause, and, if required by applicable Law, we will send you a reminder notice prior to the commencement date of the Renewal Term (and in accordance with the notice periods specified in this Agreement or other such deadline set by applicable Law that may apply to you) reminding you of your right to terminate the affected Services and how to do so.
You may find information on how to terminate your account and Services located here. If you have subscribed to one or more Services for a specific term, such termination will be effective as to each such Service on the last day of the then-current term for each applicable Service, provided that you provide proper and timely notice pursuant to Section 14.1. You may terminate this Agreement by providing written notice of termination if VXT has materially breached this Agreement and has not cured such material breach within thirty (30) business days of VXT’s receipt of your written notice of such breach. Your notice shall state the specific provision in this Agreement that you contend VXT has breached and set forth in reasonable detail the facts and circumstances you allege provide the basis for such breach.
Notwithstanding anything to the contrary herein, if you fail to comply with any provision of this Agreement or any referenced policies, guides, notices, or statements, VXT may (i) immediately suspend your access to the Services, or (ii) terminate this Agreement, effective immediately. If VXT chooses to suspend your Services and the failure to comply continues, VXT may exercise any or all of its termination rights in this Section 14.3. Additionally, VXT may terminate this Agreement, for any reason or no reason, upon thirty (30) business days’ advance notice.
Upon any termination of this Agreement, you must cease any further use of the Services and Software. No expiration or termination of this Agreement will affect your obligation to pay all Charges that may have become due before such expiration or termination, including that VXT may retain any Charges previously paid by you if this Agreement is terminated, unless prohibited by applicable Law. If your Services are suspended for your failure to comply with this Agreement, you will be liable for all Charges due and owing during the period of suspension.
Upon expiration or any termination of this Agreement, you will have no further access to your Customer Content.
VXT may make modifications, deletions, and additions to this Agreement (“Changes”) from time to time in accordance with this Section 15.1. Changes to these Terms of Service will be posted here or in our Service Description located here, which you should regularly check for the most recent version and also save the most up to date version in your files. When Changes are made, VXT will indicate the effective date of the Changes at the top of the Terms of Service located here or in our Website. If you continue to use the Services after the effective date of the Changes, then you agree to the revised terms and conditions. In some instances, VXT may notify you of a Change and also may request express confirmation of your consent to a Change. If a Change requires a specific notice pursuant to applicable Law, VXT will provide you with such notice in the manner prescribed by applicable Law, together with any required notification of your rights.
You agree that VXT may modify, delete, and make additions to its guides, statements, policies, and notices, with or without notice to you, and for similar guides, statements, policies, and notices applicable to your use of the Services by posting an updated version on the applicable webpage.
It is your responsibility to keep your email address up to date for any notices that VXT may send to you from time to time and to regularly review this Agreement by reviewing these Terms of Service and our Website.
If you or any of your employees, contractors, agents, or End Users send, transmit, or otherwise provide any feedback, comments, suggestions, questions, or the like, regarding the Services or Software, including any ideas, know-how, concepts, enhancements, recommendations, or other information relating to the Services or Software, including suggesting or recommending changes to the Services or Software such as new features or functionality relating thereto (collectively, “Feedback”), you acknowledge that (i) VXT owns, and VXT shall retain ownership of, all right, title, and interest in and to such Feedback, including any Proprietary Rights therein, and (ii) VXT may, but is not required to use, the Feedback, including any Proprietary Rights therein, for any purpose whatsoever without any attribution, financial compensation, or reimbursement of any kind to you or any third party. You hereby unconditionally and irrevocably assign and agree to assign to VXT on your behalf, and you shall cause your employees, contractors, agents, and End Users to unconditionally and irrevocably assign and agree to assign, all right, title, and interest in and to the Feedback, including all Proprietary Rights relating thereto. All Feedback is and will be treated as VXT Confidential Information until VXT, in its sole discretion, chooses to make any specific Feedback non-confidential.
VXT, its affiliates, its licensors, and suppliers (as applicable) own and shall retain ownership of (i) all Service Generated Data (as provided in Section 10.2), (ii) all Feedback (as provided in Section 16.1), (iii) the Services and Software, and any underlying or other technology and intellectual property embodied or contained in, used to provide or support, or otherwise associated or provided in connection with, the Services or Software, including all Proprietary Rights related thereto, and (iv) all trade names, trademarks, service marks, trade dress, logos, icons, insignia, symbols, interface and other designs, domain names and corporate names, and the like (whether registered or unregistered) (“VXT Marks”) associated or displayed with the Services or Software, together with the goodwill associated with any of the foregoing VXT Marks (all of the foregoing, collectively “VXT Property”). You may not frame or utilize framing techniques to enclose any VXT Marks, or other proprietary materials or information (including images, text, page layout, or form) of VXT without our express prior written consent. You may not use any meta tags or any other “hidden text” utilizing VXT Marks without our express prior written consent. No rights to use the VXT Marks are provided to you herein.
VXT reserves all rights not expressly granted to you in this Agreement. Except for the limited rights and licenses expressly granted under this Agreement, nothing in this Agreement grants, by implication, waiver, estoppel, or otherwise, to you or any third party, any Proprietary Rights or other right, title, or interest in or to any VXT Property or other intellectual property provided in connection with this Agreement or the Services or Software.
“Confidential Information” means: (i) with respect to VXT, any information disclosed by, for, or on behalf of VXT, directly or indirectly, to you or any End User in connection with this Agreement, the Services or Software, or learned or accessed by you or any End User in connection with the Services or Software, including business information, development plans, product roadmap details, systems, strategic plans, source code, services, products, pricing, methods, processes, financial data, programs, trade secrets, know-how, and marketing plans, however it is conveyed in any form or medium, together with all information derived from the foregoing, and any other information that is designated as being confidential (whether or not it is marked as “confidential”) or which is known by you or the End User or reasonably should be understood by you or the End User to be confidential (“VXT Confidential Information”); and (ii) with respect to you, any information disclosed by you to VXT that (a) must be kept confidential pursuant to applicable Law or (b) is sensitive security and technical information that is clearly and conspicuously marked as “confidential” by you (“Customer Confidential Information”). Customer Content is not Customer Confidential Information; however, Customer Content will be protected in accordance with Section 10.5.
Confidential Information does not include information that: (i) is already rightfully known to the receiving party at the time it is received, free from any obligation to keep such information confidential; (ii) becomes publicly known or available through no act or omission of the receiving party or any third party; (iii) is rightfully received from a third party without restriction and without breach of this Agreement; or (iv) is independently developed by the receiving party without the use of the disclosing party’s Confidential Information.
You and VXT shall take reasonable steps to maintain the confidentiality of each other’s Confidential Information using measures that are at least as protective as those taken to protect its own information of a similar sensitivity, but in no event using less than a reasonable standard of care. Neither you nor VXT will disclose the other party’s Confidential Information to any person or entity except to its employees, advisors, and attorneys who have a strict need to know the information in connection with this Agreement and who are bound by confidentiality obligations at least as protective as the provisions herein. In addition to the foregoing permitted disclosures, VXT also may disclose Customer Confidential Information to its consultants, contractors, service providers, subprocessors, and other third parties who are bound by confidentiality obligations at least as protective as the confidentiality provisions herein.
Notwithstanding the restrictions in this Section 17 and without limiting any other rights of VXT, including our disclosure rights without notice in Section 13.8, we may disclose Customer Confidential Information received in connection with this Agreement, the Services, or Software as required by applicable Law; provided, however, that VXT will first notify you, unless providing such notice or timely notice is: (i) prohibited by applicable Law; or (ii) determined by VXT in its sole discretion to be (a) a risk or potential risk of harm to a person or to the health of a person, (b) a risk or potential risk of damage to property, (c) an emergency, or (d) a threat to the Services, Software, or VXT’s rights or property.
You agree to not, and to not permit any End User to, post, modify, distribute, or reproduce in any way in connection with your or your End Users’ use of the Services or Software any copyrighted material, trademarks, or other proprietary material that may infringe, misappropriate, or otherwise violate another’s Proprietary Rights without obtaining the prior written consent of the owner of the Proprietary Rights. You represent and warrant that you are either the author of all Customer Input to be provided under this Agreement or have obtained and hold all rights necessary to provide such Customer Input and receive all Customer Content in the form provided by VXT, in connection with your or your End Users’ use of the Services or Software. VXT may deny access to the Services to any End User who is alleged to infringe another person’s Proprietary Rights and may remove any stored Customer Content upon VXT’s receipt of notice by the Proprietary Rights owner (e.g., a takedown request). Without limiting the foregoing, if you believe that any of your Proprietary Rights have been infringed in connection with the Services, notify VXT as specified here.
By accessing or downloading a VXT application from the Apple App Store, you are agreeing to Apple’s Licensed Application End User License Agreement (“Apple Terms”). This Agreement governs if there is a conflict with the Apple Terms.
The Services or Software may interoperate, integrate, or be used in connection with third party offerings and services (“Third-Party Offerings”). VXT is not responsible for, and VXT hereby disclaims any liability for, any act or omission of any provider of Third-Party Offerings or the operation of any Third-Party Offerings, including access to, modification of, or deletion of data, regardless of whether VXT or a Service endorses, approves, or supports any such Third-Party Offerings. VXT does not guarantee the interoperation, integration, or support of any Third-Party Offerings. VXT may, at any time, in its sole discretion, modify the Services or Software, which may result in the failed interoperation, integration, or support of Third-Party Offerings. You have sole discretion whether to purchase or connect to any Third-Party Offerings, and your use of any Third-Party Offering is governed solely by the terms of such Third-Party Offerings.
The services and software are not designed for use in hazardous or high-risk environments requiring fail-safe controls, including operation of nuclear facilities, aircraft navigation or communication systems, air traffic control, life support, combat operations, or weapons systems. You shall not use the services and software for or in connection with any high-risk environment. You further agree not to use the services or software in an unsafe manner, including while driving, walking, or otherwise without your full attention where risk to you, your end users, or others may arise or result.
You agree that the services and software are provided “as is” and VXT, its affiliates, suppliers, and licensors expressly disclaim all warranties of any kind, express or implied, including any warranty of merchantability, fitness for a particular purpose, or non-infringement. VXT, its affiliates, suppliers, and licensors make no guarantee, promise, warranty, or representation (i) regarding the results that may be obtained from the use of the services or software, (ii) regarding the accuracy or reliability of any information obtained through the services or software, or (iii) that the services or software will meet any user’s requirements, or be uninterrupted, timely, secure, or error free. Any material or data downloaded or otherwise obtained through the use of the services or software is at your own discretion and risk. You will be solely responsible for any damage to you resulting from the use of the services or software. The entire risk arising out of use or performance of the services or software remains with you. VXT does not assume any responsibility for retention of any data, including customer content and customer data, user information, or communications between users. Use of the services and software, and any conclusions drawn from such use, is at your sole risk.
If you are in trade and are acquiring the Services for business purposes, the guarantees under the Consumer Guarantees Act 1993 and sections 9, 12A, 13 and 14(1) of the Fair Trading Act 1986 do not apply. Unless you have rights under the Consumer Guarantees Act 1993 or other legislation, which cannot be excluded or limited, there are no warranties express or implied.
To the extent not prohibited by applicable Law, you agree to indemnify, defend, and hold VXT and its affiliates and each of our licensors and suppliers (“Indemnified Parties”) harmless, including any officers, directors, employees, shareholders, members, consultants, and agents of the Indemnified Parties, from any third party allegation, claim, proceeding, liability, damage, or cost (including reasonable attorneys’ fees) arising out of or related to (i) your or your End User’s use of the Services or Software, (ii) your or your End User’s breach of this Agreement or violation of applicable Law, (iii) your or your End User’s infringement or violation of any Proprietary Rights or other right of any person or entity, (iv) your relationship with your End User or any dispute between you and your End User, or (v) a personal injury or property damage to a third party relating to your or your End User’s acts or omissions.
READ THIS SECTION CAREFULLY AS IT LIMITS OUR LIABILITY TO YOU.
VXT and its affiliates and each of their licensors, and suppliers will not be liable for any:
These exclusion of damages and limitations on available damages apply to all claims, obligations, and liabilities arising out of or related to this agreement, and whether arising in tort (including negligence or strict liability), statute, contract, or any other legal theory, even if VXT, its affiliates, or our licensors or suppliers have been advised of the possibility that such damages may be incurred by you and even if your remedies fail of their essential purpose.
Because some states and jurisdictions do not allow certain exclusions of damages or limitations on liability, the above limitation only applies to you to the extent that the exclusions of damages or limitations on liability are not prohibited under applicable law.
You and VXT agree that each of us may bring claims against the other only on an individual basis and not on a class, collective, representative, or mass action basis, and the parties hereby waive all rights to have any Dispute be brought, heard, administered, resolved, or arbitrated on a class, collective, representative, or mass action basis.
You agree that VXT may obtain and aggregate technical and other data about your and your End Users use of the Services and Software on a de-identified or anonymized basis (“Aggregated Anonymous Data”), and VXT may use the Aggregated Anonymous Data in accordance with applicable Law, including to analyze, develop, improve, support, and operate the Services and Software provided to you or other unrelated customers, during and after the term of this Agreement, including to generate industry benchmarks or best practices guidance, recommendations, or similar reports.
Where we process your personal data, personal information, or personally identifiable information in the provision of Services to you, you acknowledge that VXT is acting on your behalf and you determine the means and purposes of the processing.
If you are (i) a “business” and we process “personal information” (as those terms are defined by the California Consumer Privacy Act of 2018, as amended by the California Privacy Rights Act of 2020) on your behalf, (ii) a “controller” and we process “personal data” (as those terms are defined by other applicable US state data privacy Laws) on your behalf, or (iii) you meet both criteria set out in (i) and (ii), then our US State Law Privacy Addendum is incorporated herein by reference and applies to our “processing” of your “personal information” and “personal data” (as those terms are defined under the aforementioned Laws).
You consent to and agree to our applicable guides, statements, notices, and policies located at our Website, and you are on notice of and acknowledge that use of the Services by you or your End Users is subject to these guides, notices, and policies.
If you are a business, enterprise, or education account owner and your use of the Services requires VXT to process an End User’s personal data under a data processing agreement, VXT will process such personal data subject to VXT’s Global Data Processing Addendum.
You grant VXT permission and the right to (i) identify you as a customer and to use your logo across VXT marketing materials (e.g., the VXT Website, emails, presentations, brochures), and (ii) develop content around your experience as a VXT customer (e.g., a written case study or video case study). Any content created under the foregoing clause (ii) of this Section 29 will be created in cooperation with you and used only upon your written approval. VXT will use any trademarks provided by you pursuant to clause (i) of this Section 29 in accordance with any reasonable brand guidelines that you provide to us in writing prior to our use.
You may not assign your rights or transfer any of your obligations under this Agreement without our prior express written consent. Any purported assignment or transfer in violation of this section is null and void. We may assign our rights or transfer any or all of our obligations under this Agreement at any time, without prior notice to you, (i) in the event of a merger, acquisition, or sale of all or substantially all of our assets, or (ii) to our affiliate. This Agreement is binding upon, and inures to the benefit of, the parties and their respective permitted successors and assigns.
The laws of New Zealand, regardless of conflict of laws principles, govern all matters arising out of or relating to this Agreement, including its interpretation, construction, performance, and enforcement. The parties consent to the exclusive jurisdiction and venue of the courts of New Zealand. If you are acting as a consumer under this Agreement and are domiciled in a Member State of the European Union or the European Economic Area, or in the United Kingdom, the foregoing choice of governing law will not deprive you of the protection afforded to you by provisions that cannot be derogated from by agreement by virtue of the Laws applicable to you where you habitually reside.
All notices and communications under this Agreement must be provided in the English language. If we provide a translation of the English-language version of this Agreement, then the English-language version of this Agreement controls in the event of conflict or inconsistency.
This Agreement constitutes and embodies the final agreement between you and VXT and contains the complete and exclusive expression of your and our agreement pertaining to its subject matter. All prior or contemporaneous writings, negotiations, and discussions between you and VXT regarding the subject matter hereof are expressly merged into and superseded by this Agreement. We expressly object to and do not agree to any terms and conditions presented by you that are in addition to or different from those contained in this Agreement or an Order Form. You acknowledge that no terms and conditions presented by you that purport to add to, modify, or vary the terms and conditions of this Agreement or an Order Form will be binding on us, including (i) text or information set forth on any purchase order, email correspondence, invoice or invoice process, or preprinted form, or (ii) terms and conditions of any request for proposal, request for bid, request for information, or questionnaire. In entering into this Agreement, neither you nor VXT has relied upon any statement, representation, warranty, or agreement of the other party except to the extent expressly contained in this Agreement.
VXT and you are independent contractors and do not intend to create an express or implied agency relationship by entering into this Agreement, whether arising under federal or state common law of agency.
This Agreement does not and is not intended to confer any enforceable rights or remedies upon any person other than VXT and you.
We may give notice to you by (i) electronic mail to your email address on record in your account information, (ii) written communication sent by letter delivered by a nationally recognized overnight delivery service, or (iii) first-class postage prepaid mail to your address on record in your account information. You are responsible for ensuring that your email address and property address on record are current. You agree that any notice sent to the then-current email or property address in our systems is adequate and binding notice upon you. You will provide notice to us (such notice is deemed given when received by VXT) by email to firstname.lastname@example.org.
If any provision of this Agreement is determined to be invalid, illegal, or unenforceable, the validity, legality, and enforceability of the remaining provisions of this Agreement are not affected or impaired in any way. You and VXT intend that any invalid, illegal, or unenforceable portions of this Agreement will be interpreted to provide the greatest effect and intent of the original. If a construction of the invalid, illegal, or unenforceable portion is not possible, the invalid, illegal, or unenforceable portion will be severed from this Agreement and the rest of this Agreement will remain in full force and effect.
All sections of this Agreement which, by their nature should survive termination or expiration, will survive, including sections pertaining to confidential information, VXT’s Proprietary Rights, license rights granted by you to VXT, payment obligations, warranty disclaimers, indemnification, and the limitation on liability.
VXT’s failure to exercise any right or enforce any condition or provision under this Agreement does not operate as a current or future waiver. For any waiver to be effective against us, the waiver must be in a writing signed by VXT’s duly authorized representative.
Any heading, caption, or section title contained herein is for convenience only, and in no way defines or explains any section or provision. All terms defined in the singular will have the same meanings when used in the plural and vice versa, where appropriate and unless otherwise specified. Any use of the term “e.g.” or “including” or variations thereof in this Agreement will be construed as if followed by the phrase “without limitation.”
If you have an SMS-enabled phone number with VXT, you will be able to receive messages from short code numbers, however replies cannot be sent to short code numbers. Importantly this means that you will be unable to send standard opt-out or help messages (i.e. STOP, UNSUBSCRIBE, and HELP).
The following definitions apply to this Agreement.
“Customer Data” means information provided to VXT so that VXT can fulfill the terms of this Agreement and provide access to the Services (e.g., company name, billing address, taxpayer ID number, VAT/GST registration number, contact name and information).
“End User” means a Host or Participant who uses the Services.
“Host” means an individual who is an identified employee, contractor, or agent of Customer to whom Customer assigns the right to host Meetings.
“Initial Subscription Term” means the initial subscription term for a Service as specified in an Order Form.
“Law” means all national, regional, state, provincial or local law, statute, rule, regulation, ordinance, administrative ruling, judgment, decree, order, directive, or policy applicable to VXT’s provision of and your use of the Services or Software.
“Meeting” means a VXT video-conference meeting.
“Participant” means an individual, other than the Host, who accesses or uses the Services, with or without the permission and knowledge of the Host.
“Phone Host” the individual assigned to access and use the VXT’s phone service. A Phone Host is a “Host” for purposes of the definitions of “Host” and of “End User” used in this Agreement.
“Proprietary Rights” means any copyright, patent, trade secret, know-how, trademark, service mark, trade name, rights of publicity, or other intellectual property or proprietary rights.
“Renewal Term” means the renewal subscription term for a Service commencing after the Initial Subscription Term or another Renewal Term as specified in an Order Form.
“Services” means (i) any service described in the services and/or solutions description on our Website and made available to you as set forth in an Order Form that references this Agreement, (ii) any free services provided by VXT to you, in its sole discretion, in connection with this Agreement and whether or not described in the solutions description, and (iii) any support [and/or training] services provided by VXT to you in accordance with our then-current Documentation, an Order Form that references this Agreement, or both.
“Taxes and Fees” means all applicable sales, use, environmental or regulatory taxes (including VAT/GST), fees, tariffs, duties (including customs duties), or other charges, surcharges or assessments of similar nature (including any penalty or interest payable in connection with any failure to pay or any delay in paying any of the foregoing) levied on or otherwise associated with the provision of the Services to you or your use thereof (exclusive of any income tax imposed on VXT).
“VAT/GST” means any value added tax and any other tax of a similar nature, whether imposed in a Member State of the European Union in substitution for, or levied in addition to, such tax, or imposed elsewhere, any Goods and Services Tax, PIS/COFINS, any similar indirect Tax or any Tax analogous thereto imposed in connection with, or otherwise relating to, the Services rendered by VXT to you.
“Website” means VXT’s website located at https://www.vxt.co.nz/.