VixHQ Terms and Conditions

VixHQ Customer Terms of Use

Last Updated: March 28, 2025

These terms of use ("Terms of Use"), together with any Order Form and documents incorporated herein by reference (collectively, the "Agreement"), form a binding legal agreement between VixHQ Inc. ("VixHQ", "we", "us", or "our") and the customer identified in the Order Form ("Customer", "you", or "your"). These Terms govern your access to and use of VixHQ's platform, websites, APIs, services, and associated tools (the "Services"). By using the Services or executing an Order Form, you agree to these Terms of Use.

1. Services; Access and Use

(a) Use Rights

Subject to your compliance with this Agreement, VixHQ grants you and your Authorized Users a limited, non-exclusive, non-transferable right to access and use the Services as described in an applicable Order Form.

(b) Service Updates

VixHQ may modify or update the Services at any time, provided such modifications do not materially degrade their core functionality. We will notify you of material changes by email or through the Services.

(c) Professional Services

If purchased, we will provide Professional Services as described in an Order Form or Statement of Work ("SOW").

(d) Affiliates

Your Affiliates may use the Services under this Agreement by executing their own Order Form or through you as Authorized Users.

(e) Subcontractors

VixHQ may engage subcontractors, including subprocessors, to provide the Services. We remain responsible for their compliance with this Agreement.

(f) Your Responsibilities

You are responsible for:

- All use of the Services by your Authorized Users;

- Ensuring usage complies with this Agreement, applicable laws, and our Acceptable Use Policy;

- Managing Customer Data and obtaining necessary rights and consents to process such data;

- Ensuring End Users agree to terms disclosing use of AI-powered tools and disclaiming liability by VixHQ.

(g) Third-Party Services

Some features may integrate with third-party products and services. Your use of such services is governed by those third parties' terms, and VixHQ makes no warranties about their availability or performance.

2. Intellectual Property and Data

(a) Customer Data

You retain ownership of Customer Data. You grant VixHQ a limited license to use Customer Data to provide, maintain, and improve the Services, and to generate aggregated, de-identified data.

(b) VixHQ Property

We own all rights, title, and interest in the Services, including all associated intellectual property. Except for the rights granted in this Agreement, no other rights are transferred.

(c) Feedback

You grant VixHQ a worldwide, non-exclusive, royalty-free license to use and incorporate feedback you provide.

3. Fees and Payment

(a) Fees

You will pay the fees specified in the applicable Order Form. Unless otherwise stated, fees are non-refundable and due in advance.

(b) Payment Terms

Invoices are due within 30 days of issuance unless otherwise stated. Late payments may incur interest and collection costs.

(c) Taxes

Fees exclude applicable taxes. You are responsible for all taxes associated with your purchases.

4. ConfidentialityEach party will protect the other’s confidential information and not use it outside the scope of this Agreement, except as required by law or with prior written consent.

5. AI Usage and Disclaimers

(a) Use of AI

The Services may include generative AI functionality. Outputs are generated automatically and may not always be accurate, up-to-date, or appropriate. Use of Outputs is at your own risk.

(b) Limitations

VixHQ does not guarantee the accuracy or completeness of any AI-generated content. You must verify critical information and maintain human oversight.

6. Term; Termination

(a) Term

This Agreement begins on the effective date of the initial Order Form and continues until all subscriptions have ended.

(b) Termination

Either party may terminate for material breach if not cured within 30 days’ notice. Either party may terminate for insolvency or force majeure exceeding 60 days.

(c) Post-Termination

Upon termination:

- All rights granted to you end;

- Fees due remain payable;

- VixHQ may retain Customer Data for a reasonable period for legal compliance;

- Confidential Information must be returned or deleted.

7. Warranties; Disclaimers

(a) Mutual Warranties

Each party warrants it has the authority to enter into this Agreement.

(b) Disclaimer

EXCEPT AS EXPRESSLY STATED, VIXHQ PROVIDES THE SERVICES "AS IS" AND DISCLAIMS ALL WARRANTIES INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

8. Indemnification(a) By VixHQ

We will defend you against claims that the Services infringe a third party’s intellectual property, subject to limitations and your cooperation.

(b) By You

You will defend VixHQ against claims arising from:

- Your use of the Services in violation of this Agreement;

- Customer Data violating third-party rights;

- Your failure to obtain appropriate consents or disclosures.

9. Limitation of Liability(a) Exclusion of Damages

Neither party is liable for indirect, incidental, or consequential damages.

(b) Cap on Liability

Each party’s total liability is limited to the fees paid by you in the 6 months prior to the claim.

10. General Terms

(a) Governing Law

This Agreement is governed by the laws of the State of [Insert State], without regard to conflict of laws.

(b) Assignment

Neither party may assign this Agreement without the other’s prior written consent, except in a merger or sale of substantially all assets.

(c) Force Majeure

Neither party is liable for failure to perform due to events beyond reasonable control.

(d) Entire Agreement

This Agreement, including all Order Forms, is the entire agreement and supersedes prior agreements.

(e) Amendments

VixHQ may update these Terms with notice to you. Continued use of the Services constitutes acceptance.

(f) Severability

If any part of this Agreement is invalid, the remainder remains in effect.

(g) Notices

Legal notices must be sent to [email protected].

Appendix A – Definitions

Definitions used in these Terms may include: “Affiliate”, “Authorized User”, “Customer Data”, “Order Form”, “Output”, “Platform”, “Services”, “Statement of Work (SOW)”, and “Subprocessor.”

If you have questions about these Terms, please contact:

Email: [email protected]