- CxInfinity Inc.
- CxInfinity India Pvt Ltd.
(hereinafter referred to as “Company”) in connection with your visit to the Website and your use of the Services (as defined below).
WHEREAS Each party represents that it has validly entered into the Agreement and has the legal power to do so, and represents and warrants to the other that (a) the Agreement has been duly executed and delivered and constitutes a valid and binding agreement enforceable against such Party in accordance with its terms; (b) no authorization or approval from any third party is required in connection with such Party’s execution, delivery, or performance of the Agreement; and (c) the execution, delivery, and performance of the Agreement does not and will not violate the terms or conditions of any other agreement to which it is a party or by which it is otherwise bound, or any applicable law or regulation.
WHEREAS That the present terms and conditions can be modified by the Company and only those currently visible on our website are up to date and binding. Such changes shall take place with prior explicit notification to the Customer at least thirty (30) days before the change implementation and, if not clearly rejected within (seven) 7 days after the notification, are treated as accepted. Therefore, we encourage you to periodically visit our website to keep yourself updated with changes if any. Refusal to accept these modifications shall preclude the Customer from using the Services.
Parties to the Agreement are bound by the following provisions.
The following terms shall have the meanings specified below:
“Account,” “License” – means any account created for the Customer subscribing to Services.
“Agent” – means a named user(s) in the Service employed by the Customer to operate Services for or on behalf of the Customer.
“Confidential Information” – means any confidential, proprietary and/or non-public information, materials, or knowledge of the Customer disclosed to the Company, provided that when in a tangible form, Confidential Information shall be marked “confidential” or with a similar legend at the time of disclosure and when in intangible form, Confidential Information shall be identified as “confidential” at the time of disclosure and shall be summarized in writing, marked “confidential” and delivered to the Company within 30 days of its initial disclosure, or that reasonably should be understood to be confidential given the nature of the information, materials or knowledge and/or the circumstances of
“Documents” – means any relevant document that is, or maybe, related to the Agreement, including, but not limited to, applicable Addendum(s).
“End-User” – means any person with whom the Customer or its Agents interact while using Services.
“Personal Data/Personal Information” – mean the same as provided under the Privacy Policies at https://www.cxinfinity.com/privacy-policy/.
“Services” – means the services and products supplied by the Company to the Customer under the Agreement.
“Partner” – means a sub-processor or CxInfinity’s service provider that collects, processes, and/or uses Personal Information under the instruction of the Company including any consultant, representative, advisor, or independent contractor who renders services to the Company, a subsidiary, or an affiliate.
- SCOPE OF SERVICE
- The company provides the Customer with subscribed access to ordered products/ services available on https://www.cxinfinity.com/. The type/package of services/products used by the Customer in accordance with its application and purpose defined in the Agreement and provided by the Company shall be deemed Services. At present, there are 4 service packages with different pricing, and each version has different features which may change in new releases. Customers can choose the most suitable package and pay the relevant fee for the same.
- The service packages so chosen by the customer can be deployed through either of the below 3 modes:
- On-Premise. All the customer data stays on the customer’s premises and Company’s servers will connect on the internet to function without storing any data on any cloud servers.
- Private Cloud. All the customer data stays on AWS cloud servers and all the data will be saved on cloud servers but private to the customer.
- Public Cloud. All the customer data stays on AWS cloud servers and all the data is kept on the same database and server instances with other customers.
The company is exclusively entitled to add, release new versions of the package, change, remove, and adapt the functionality, the use, subject matter, and the range of particular Services, including the software provided, its contents, and its nature; as well as to cease rendering the Services, in particular, in the event of further development of the Services offered by the Company. Any upgrade of the service package shall be provided by the company free of any charge except deployment PS charges if any. The company will notify about such an upgrade on its website www.cxinfinity.com. If a customer fails to download the latest upgrades then the company may not be able to support the system even if the customer has a valid paid subscription.
3.1 Subject to Customer’s compliance with this Agreement, Company grants Customer a non-exclusive, non-transferable, non-sublicensable, worldwide, revocable license to access and use the products and/or services ordered by Customer, in each case, for the internal business use of Customer during the mutually agreed term, unless earlier terminated pursuant to this Agreement.
3.2 License Restrictions
Customer agrees to use, and to ensure that its authorized users use, the Company products and services in accordance with this Agreement. Customer agrees not to (and not to authorize any person or entity to) (i) use the Company products and services or permit the Company products and services to be used to perform any services for a third party on a service provider, hosted, services bureau, time sharing or other basis, (ii) use the Company products and services or permit the Company products and services to be used (1) in violation of any applicable laws, rules or regulations, (2) for any purpose that is illegal, infringing, libelous, tortious, fraudulent or deceptive, or (3) to cause abuse, harm, harassment, distress, torts or violation of any rights of any persons, (iii) transmit any unsolicited e-mail, text or other messages, or use any other service to send such unsolicited e-mail, text or other messages, (iv) knowingly upload or permit the Company products and services to be used to upload any software viruses or other harmful or deleterious computer code, files or programs such as trojan horses, worms, time bombs or cancelbots, (v) knowingly use or permit the use of any software, hardware, application or process that interferes with the Company products and services, interferes with or disrupts machines or networks connected to the Company products and services, or violates the regulations, policies or procedures of such machines or networks, (vi) intentionally tamper with or breach the security of the Company products and services, or (vii) release the results of any evaluation of the Company products and services to any third party without prior written approval of Company .
Customer and its authorized users shall not copy, distribute, publicly display, sublicense, lease, loan, rent, sell, resell or otherwise transfer the Company products and services to any third party. Customer and its authorized users shall not modify, port, adapt, translate or create any derivative work based upon, the Company products and services. Customer and its authorized users shall not reverse engineer, decompile, disassemble or otherwise derive or attempt to derive the source code of the Company products and services, except for any non-waivable right to decompile software expressly permitted by applicable mandatory law.
- CUSTOMER RESPONSIBILITIES
4.1 Customer is responsible for all activities that occur under Customer’s accounts by or on behalf of the Customer. Customer agrees to(a) be solely responsible for all User activity, which must be in accordance with this Agreement and the Documentation, (b) be solely responsible for Customer Data (other than with respect to the Company obligations set forth in the Agreement) (c) obtain and maintain during the Term all necessary consents, agreements and approvals from individuals or any other third parties for all actual or intended uses of information, data or other content Customer will use in connection with the Services, (d) use commercially reasonable efforts to prevent unauthorized access to, or use of, the Services and notify Customer promptly of any known unauthorized access or use, and (e) use the Services only in accordance with applicable laws and regulations.
4.2 Customer will not (a) use, or permit the use of, the Services except as expressly authorized under this Agreement or the Documentation, (b) interfere with or disrupt the integrity or performance of the Software or any third-party Software or third-party data or content contained therein, or (c) disrupt, disable, translate, decompile, or reverse engineer the Services, or (d) take any other action with respect to the Services not expressly permitted under this Agreement or the Documentation.
4.3 Customer will not Misrepresent or mask the origin of any data, content, or other information you submit. For example, by “spoofing,” “phishing,” manipulating headers or other identifiers, impersonating anyone else, or access the Services via another Customer’s account without their permission;
4.4 The Customer shall have sole responsibility for the accuracy, quality, and legality of Personal Data and the means by which Customer acquired Personal Data. The Customer shall (a) as required by applicable law, provide notice to its customers (End-Users) and Agents, as well as obtain consent (if required) for processing and transferring Agents and End-Users Personal Data to the Company and its Third Party Service Providers or Partners; (b) be responsible for its employees, representatives, End-Users, and Agents that have access and use the Services; (c) comply with any limitations or restrictions set forth in the Agreement, and (d) use the Services only in compliance with applicable law.
4.5 The Customer shall prevent unauthorized access by third parties to the Service and shall also oblige its employees and Agents to comply with this obligation.
4.6 Customer will not copy, translate, disassemble, decompile, reverse engineer, or otherwise modify the Services in whole or in part, or create derivative works based thereon;
- INTELLECTUAL PROPRIETARY RIGHTS
5.1 Company Ownership
The Company products and services, including any developments, enhancements, improvements and derivative works therein and thereto, are the intellectual property of and are exclusively owned by Company and its licensors. As between Company and Customer, Company retains title to and ownership of all right, title and interest in and to the Company products and services, including all intellectual property and other proprietary rights therein and thereto, and subject to the limited license granted by Company to Customer in this Agreement, Customer does not have any right, title or interest in or to the Company products and services. All rights not expressly granted in this Agreement are exclusively reserved by Company and its licensors. If Company receives any feedback, suggestions, ideas, reports, or other information relating to the Company products or services, Company may use such information without any obligation to Customer.
5.2 Customer Ownership and Licenses
Customer owns all rights, title and interest in and to (a) all Customer Data and (b) any information supplied by Customer to Company as may be specified in any Order Form (collectively, “Customer Materials”).
5.3 Customer grants Company a non-exclusive, non-transferable, royalty free, non-sublicensable (except as needed for the provision of Services or as set forth herein) worldwide right to access and use Customer Materials solely to provide the Services to Customer at Customer’s request. No other rights or implied licenses in Customer Materials are granted to Company other than as expressly set forth herein.
5.4 The Customer agrees to let the Company use their organization’s logo or name on its website or any marketing material unless otherwise objected to or denied by the customer in writing through at least 7-day notice to the Company.
5.5 Nothing in this Agreement will restrict COMPANY from collecting, using and analyzing general information and data from its customers (including You) in an anonymized, aggregated manner for purposes of improving and enhancing the quality and nature of Services, or to market or publish general information and statistics, provided that COMPANY does not specifically identify You or disclose any personally identifiable information in the course of collecting, using, analyzing, marketing or publishing that information or data.
5.6 If Your Authorized Users choose to share Your Data, You are solely responsible for that disclosure, and what any third parties do with Your Data. Likewise, You are solely responsible for any actions Your Authorized Users take with respect to Your Data, including deleting or corrupting Your Data. You acknowledge that We are not responsible for the disclosure of Your Data by You or Your agents (including Your Authorized Users), to any third parties.
5.7 Subject to COMPANY ’s obligations regarding Your Data, You are solely responsible for Your Data, including the content, accuracy and integrity of Your Data and for correcting errors and omissions in Your Data. You acknowledge that COMPANY has no obligation to monitor any information on the COMPANY Services and that we are not responsible for the accuracy, completeness, appropriateness, or legality of Your Data or any other information or content You may be able to access using the Services.
5.8 The Customer shall indemnify, defend, and hold harmless Company, from and against any and all losses, damages, demands, claims, actions, liabilities, fines, penalties, and related expenses (including reasonable legal fees) asserted against or incurred by Company that arise out of, or result from, the Customer data and in relation to any and all claims related to the infringement of any patent, copyright, trademark, or trade secret right, or other intellectual property rights, private right, or any other proprietary or personal interest of any third party violated by the Customer data. The Customer data is any and all data inserted by the Customer and/or created in the Company’s Service for the term of the Agreement.
- FEES AND PAYMENT
Customer shall pay all fees specified hereunder (“Fees”) for the Services. Customer shall also reimburse Company for all reasonable travel and living expenses incurred in the performance of Professional Services, provided that any material expenses shall be subject to approval in advance by Customer. Except as otherwise specified herein or in an Order Form, (a) Fees will be quoted and paid in agreed foreign exchange and (b) payment obligations are non-cancellable and Fees paid are non- refundable.
6.2 Invoicing and Payment
Customer will provide Company with a valid purchase order once the fee quotation provided by Company is accepted by the customer. Any terms and conditions on any purchase order shall not be deemed a part of this Agreement or otherwise binding on Company. Company will invoice Customer in accordance with the relevant Order Form. Unless otherwise stated in the Order Form, Fees are due net thirty (30) days from Customer’s receipt of the invoice. Customer is responsible for providing Company with complete, accurate and up to date billing and contact information.
6.3 Overdue Fees
If any Fees are not received from Customer by the due date, then at Company’s discretion, such Fees may accrue late interest at the rate of 1.5% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower, from the date such payment was due until the date paid.
6.4 Suspension of Services
Except with respect to any Fees disputed in good faith by Customer, if any Fees for the Application or Professional Services are thirty (30) or more days overdue, Company may, without limiting Company’s other rights and remedies, suspend the Subscription, Professional Services and Customer’s use of the Application until such amounts are paid in full.
6.5 Payment Disputes
If an invoiced amount is disputed in good faith by Customer, Customer must notify Company in writing and provide sufficiently detailed support of any invoice dispute within ten (10) business days of Customer’s receipt of invoice. If Customer fails to do so, Customer is deemed to have waived its right to dispute that invoice and the invoice will be deemed accurate and valid. Nothing in this section shall be deemed to waive Customer’s obligation to pay any undisputed amounts in accordance with Section 4.2 (Invoicing and Payment).
The Fees are exclusive of all taxes, levies, duties or similar governmental assessments of any nature (collectively, “Taxes”). Customer is responsible for paying all Taxes associated with Customer purchases hereunder except for those based on Company’s net income, property, or employee withholdings. Taxes shall not be deducted from the payments to Company , except as required by law, in which case the amount payable shall be increased as necessary, so that after making all required deductions and withholdings, COMPANY receives and retains (free from any Tax liability) an amount equal to the amount it would have received had no such deductions or withholdings been made.
7.1 Trial Services
After signing up, on request of the Customer the Customer gets a new, fully-functional trial account. Use of Trial Services is subject to the Terms and Conditions of the Agreement. Free Trial Services are provided to the Customer without charge and are valid for a certain period.
The free Trial Services are provided “as-is” and without any warranty set forth in the Agreement, and, in addition, the Company does not represent or warrant to the Customer that: (a) Customer’s use of the free Trial Services will meet Customer’s requirements, (b) Customer’s use of the free Trial Services will be uninterrupted, secure, or free from error, and (c) usage data provided through the free Trial Services will be accurate;
The Customer agrees that the Company will not be liable to Customer or any third party arising out of, or in connection with, free Trial Services
That all the restrictions, responsibilities & obligations as set out in this agreement shall be fully applicable on the customer.
7.2 Paid subscription
Once the Customer decides to subscribe, Customer shall pay the subscription fee through the applicable modes of payments We do not offer refunds on already processed payments – this policy is the same for all Customers – and the Customer is responsible for all charges in its subscription.
The Agreement shall be concluded for the term specified by the Customer (Subscription Period). The term of the Agreement shall automatically renew for additional periods equal to the expiring Subscription Period unless the Customer closes its account or either Party terminates the Agreement.
- CONFIDENTIALITY & DATA PROTECTION
8.1 Company agrees to protect and preserve the confidentiality of any Confidential Information of the Customer from unauthorized disclosure and/or use with at least the same degree of care that the Company applies to its own Confidential Information, but no less than reasonable care, and not to use or disclose to any person or entity any Confidential Information of the Customer except for performing this Agreement. The Company may disclose Confidential Information of the Customer to the directors, employees and consultants of the Company and its affiliated companies who are subject to obligations to maintain the confidentiality of the Confidential Information at least as protective of the Confidential Information as those contained in this Section and who have a bona fide need to know the Confidential Information to perform this Agreement.
8.2 Confidential Information shall not include information that: (i) is now or hereafter becomes part of the public domain through no act or failure to act of the Company, (ii) is information that the Company had rightfully in its possession without restriction as to use or disclosure before receiving such information from the Customer, (iii) is hereafter rightfully obtained by the Company from a third party without restriction as to use or disclosure, provided that such third party is not known by the Company to be bound by a confidentiality agreement with respect to such information, or (iv) information independently developed by the Company without any use of or reliance on the Customer’s Confidential Information. In addition, the Company may disclose Confidential Information of the Customer to the extent compelled by law or a court or other judicial or administrative body, provided that the Company notifies the Customer of such compelled disclosure promptly and in writing (to the extent legally permitted) and cooperates with the Customer, at the Customer’s reasonable request and expense, in any lawful action to contest or limit the scope of such required disclosure. All Confidential Information remains the sole and exclusive property of the Customer. Nothing in this Agreement is intended to grant or does grant, either express, implied or otherwise, to a party any rights in or to the other party’s Confidential Information, except as expressly agreed in this Agreement or in a writing by the Customer. All confidentiality obligations created by this Section shall remain in force and effect for the later of (a) three years after the termination or expiration of this Agreement or (b) three years after the date any Confidential Information is disclosed by the Customer to the Company.
8.3 Company will never sell, rent, or lease Customer service data to any third party. We will not share Customer service data with third parties, except as permitted by the Agreement and in order to provide, secure, and support the Services.
10.1 Company guarantees the highest quality of its operations to ensure accessibility and continuity of offered Services in accordance with their use and purpose.
10.2 Company does not guarantee the compatibility of offered Services with other producers’ software. The Customer shall bear responsibility for the choice and consequences following from the use of other software, including its applicability to the Customer’s objectives. Please be aware that due to the complexity of long-distance data transmission, there is no possibility to ensure absolute security, accessibility, and continuity of the provided Service.
10.3 Company shall bear no liability in particular for: all negative consequences being the result of force majeure; phrases and entries added to the network by the Customer and End-Users in connection with the use of offered Services; unlawful and inconsistent with the Agreement usage of Services; disturbances in accessibility of offered Services not caused by Company; damages suffered by the Customer, End-User, or any other person or entity having arisen due to the third-party claims, suspension or closing of the account by the Customer, or for other reasons arising from the Customer’s fault; damage incurred by the Customer, End-Users, or any other person or entity as a result of Customer’s third party usage of Services that enable or prevent the Customer or End-Users from accessing the provided Services; damages caused by the Customer or the impossibility to use Services, incidental and consequential damages, including damage actually suffered, the loss of expected profits/benefits, data loss, damage or computer crash, the costs of substitute equipment and software, shut-down, or company reputation infringement; Company advises the Customer that restrictions or impairments of the Service may arise which are beyond the control of Company., including, without limitation, actions of third parties who do not act on behalf of Company., force majeure, fires, strikes, accidents, and technical conditions beyond the control of Company, e.g. the Internet. The hardware, software, and technical infrastructure used by the Customer can also influence the Services. Any delay or default affecting the availability, functionality, or timely performance of the Services caused by such circumstances will not constitute a breach of the Agreement;
10.4 The Company shall, at its sole discretion, repair or re-perform such Services (or correct the defective part). If, at the sole discretion of the Company, the error cannot be corrected with reasonable commercial efforts, then the Company, at its sole discretion, may terminate the affected Services and credit the price of such defective Services that the Customer prepaid on a pro-rata basis for the period following the effective date of termination of the affected Services. THESE REMEDIES SHALL BE THE CUSTOMER’S SOLE AND EXCLUSIVE REMEDY AND COMPANY ENTIRE LIABILITY FOR ANY BREACH OF THE LIMITED GUARANTEE SET FORTH IN THIS SECTION.
- SUB PROCESSING
The company can where ever required for the purpose of provision of service or product deployment/ configuration or Client service can hire the services of a third-party service provider /sub processor (“Partner”). Such partner shall operate and perform under strict supervision of the company and all provisions of present terms and conditions shall be ensured where ever applicable for the purpose of Data security & confidentiality of the Client’s data processed by them.
- LIMITATION OF LIABILITY
TO THE MAXIMUM EXTENT PERMISSIBLE UNDER LAW: (A) COMPANY SHALL NOT BE LIABLE TO THE CUSTOMER FOR ANY DIRECT OR INDIRECT DAMAGES WHATSOEVER, INCLUDING BUT NOT LIMITED TO SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, BUSINESS EXPECTANCY OR EXEMPLARY DAMAGES, OR LOST PROFITS, UNDER ANY THEORY OF LIABILITY, WHETHER OR NOT SUCH PARTY HAD NOTICE OF THE POSSIBILITY OF SUCH DAMAGES; EXCEPT FOR VIOLATIONS OF ANY THIRD PARTY RIGHTS, IPRS OR ANY LAWS BY COMPANY , IN WHICH CASE, THE LIABILITY OF COMPANY IS FULL AND ABSOLUTE.
- TERM AND TERMINATION
13.1 Term of Agreement
The Agreement shall be concluded for the term specified by the Customer (Subscription Period). The term of the Agreement shall automatically renew for additional periods equal to the expiring Subscription Period unless the Customer closes its account or either Party terminates the Agreement. After opting for closure of account, access to login and password shall be ceased immediately.
13.2. Termination for Breach
A Party may in case of breach of any of the provisions of the agreement shall provide 15 days prior notice to remedy such breach, failing which and on expiry such notice period of 15 days the aggrieved party may terminate the agreement immediately.
13.3 Company reserves the right to close the Customer’s account and terminate the Agreement anytime without prior notification to the Customer in case of breaching provisions of the Agreement or in the event of illegal use of the furnished Services. Company shall not be liable for any damages suffered by the Customer, the End-User, or any other third party arisen due to the suspension or closing of the Account by the Customer, or by the Company, or in the event of illegal or for other reasons arising from the faulty use of the offered Services by the Customer, its Agents, or End-Users.
13.4. Refund or Payment upon Termination
Upon termination of this Agreement, or any Scope Of Work, or any services provided hereunder for any reason, (i) Company shall cease to provide the Services, (ii) The recipient of confidential information shall within 30 days, at the disclosing party’s direction, return or destroy it and certify in writing that this provision has been complied with., and (iii) Closing the account by the Customer before the end of Subscription Period for which a payment has been made does not obligate the company to refund the amount for the unused period.
- FORCE MAJEURE
Neither party shall be liable for any failure to perform its obligations under this Agreement if prevented from doing so by a cause or causes beyond its control. Without limiting the generality of the foregoing, such causes include Acts of God, or the public enemy, fires, floods, storms, earthquakes, riots, strikes, lockouts, acts of terrorism, epidemic or pandemic outbreak, wars or war operations, restraints of government or other cause or causes which could not with reasonable diligence be controlled or prevented by such party.
Company shall support Customer with 24/7 Support and based on severity of the error, support team will fix or will provide workaround for the solution. Company’s acknowledgement and response time will be on the basis of case severity. Customer must contact the Company through communicated channels of the company provided at start of project.
Customer must always keep upgraded version of Company’s software/product/ service to get proper support. Company shall inform the Customer time to time if any version is going out of support.
- GENERAL PROVISIONS
Severability – If any provision of this Agreement is held to be illegal, invalid or unenforceable, the same shall not affect the remaining provisions hereof, which will remain in full force and effect. Furthermore, in lieu of such illegal, invalid or unenforceable provision, there will be added automatically as part of this Agreement, a provision as similar in its terms to such illegal, invalid or unenforceable provision as may be possible and be legal, valid and enforceable.
Assignments – Company may assign or transfer this Agreement in connection with any acquisition, consolidation, merger, reorganization, transfer of all or substantially all of its assets or other business combination, or by operation of law without Customer’s consent and without providing notice.
|Client Domicile||Company Contracting Party||Notices to Company||Governing Law||Jurisdiction of court|
|United States, Mexico, Central America, South America||CxInfinity Inc.||CxInfinity Inc.
Address: 10411 Motor city dr #500 Bethesda MD 20817
|Maryland Law and United States Federal Law||Court of Maryland|
|India||CxInfinity India Pvt Ltd.||CxInfinity India Pvt Ltd.
Address: 6th Floor SSR Corporate Park, Mathura Road, Faridabad HR.
|India||Faridabad (Haryana) India|
Governing Law & Jurisdiction. Client’s domicile will determine the Company’s entity with whom Client is contracting under this Agreement, what law will apply in any dispute arising out of or in connection with this Agreement, jurisdiction for any such dispute, and where Notices to Company should be directed. Each Party agrees to the applicable governing law (without regard to choice or conflicts of law rules), and the jurisdiction, corresponding to Client’s domicile as set forth in the chart below. Each Party hereby waives any right to trial by jury in connection with any action or proceeding arising from or related to this Agreement.
Non-Solicitation – To the maximum extent enforceable by applicable law, during the term of this Agreement and for a period of twelve (11) months thereafter, neither party shall, without prior consent of other party, directly or indirectly, for itself or on behalf of any other person (i) hire or solicit for hire any employee or independent contractor of the other party except through a general advertisement; (ii) in any manner attempt to influence or induce any employee or independent contractor of the other party to leave the employment of such party; (iii) disclose to any person or entity any information obtained while rendering the Services to or receiving the Services from the other party concerning the names and addresses of the other party’s employees or independent contractors; or (iv) otherwise interfere with the relationship of the other party and its employees or independent contractors.
Independent Contractor – The relationship of the parties to each other shall be that of independent contractors and shall not be interpreted to constitute an agency, partnership or joint venture. Each party shall be solely responsible to pay its personnel wages and other statutory and contractual benefits.