End-User License Agreement

This EULA applies, where and if offered by Licensor, to:

• the hosted Noxivo SaaS environment;
• downloadable utilities, SDKs, scripts, workers, or integration helpers provided by Licensor;
• self-hosted, private-cloud, or customer-managed components licensed by Licensor, if and when such components are actually made available by Licensor; and
• updates, bug fixes, and associated documentation provided by Licensor.

Subject to compliance with this EULA and payment of applicable fees, Licensor grants you a limited, non-exclusive, non-transferable, revocable right to access and use the hosted SaaS Services during the applicable subscription term and to install and use any self-hosted or downloadable components provided by Licensor only for your internal business purposes and only in accordance with Licensor’s documentation and commercial terms.

You may not, except to the limited extent such restrictions are prohibited by applicable law:

• reverse engineer, decompile, disassemble, or derive source code;
• modify, create derivative works from, or adapt the software except where expressly allowed by Licensor;
• sell, lease, lend, sublicense, redistribute, or provide the software as a competing service;
• remove or alter proprietary notices, trademarks, or attribution requirements;
• benchmark or publish competitive performance results without Licensor’s prior written consent;
• bypass security, licensing, or entitlement controls; or
• use the software in unlawful, abusive, or safety-critical scenarios that are not expressly supported.

The software is licensed, not sold. Licensor and its licensors retain all right, title, and interest in and to the software, Services, documentation, and related intellectual property, excluding your own data.

You retain rights in your own data and content, subject to the limited operational rights you grant Licensor to host, process, and support the Services.

You are responsible for lawful use of the software and all data submitted to it, including message content, contact records, attachments, CRM notes, integration metadata, and credentials.

You must provide any required privacy notices and obtain lawful consents, protect API keys, secrets, tokens, and other credentials, restrict access to authorized personnel, comply with platform and channel rules for messaging or social integrations, and avoid submitting unlawful, infringing, or abusive content.

Licensor may provide updates, patches, bug fixes, or new versions in its discretion, subject to any support commitments in the applicable commercial agreement. You may be required to install updates to maintain compatibility, security, or support eligibility.

This EULA remains effective until terminated. Licensor may suspend or terminate your rights if you breach this EULA, fail to pay applicable fees, misuse the software, or create legal, security, or platform-policy risk.

Upon termination, you must stop using the software and, if applicable, uninstall or destroy copies of any self-hosted or downloadable components unless retention is required by law.

THE SOFTWARE AND SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” TO THE MAXIMUM EXTENT PERMITTED BY LAW, LICENSOR DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, TITLE, QUIET ENJOYMENT, AND ACCURACY, AND ANY WARRANTY THAT THE SOFTWARE WILL BE ERROR FREE, UNINTERRUPTED, OR SUITABLE FOR YOUR REGULATORY OR COMMERCIAL NEEDS.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, LICENSOR WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, LOSS OF DATA, BUSINESS INTERRUPTION, OR SUBSTITUTE PROCUREMENT COSTS.

LICENSOR’S AGGREGATE LIABILITY UNDER THIS EULA WILL NOT EXCEED THE AMOUNTS PAID BY YOU TO LICENSOR FOR THE APPLICABLE SOFTWARE OR SERVICES DURING THE TWELVE MONTHS BEFORE THE CLAIM AROSE, OR USD $100 FOR FREE OR TRIAL USERS, UNLESS NON-WAIVABLE LAW REQUIRES OTHERWISE.

You may not use, export, or re-export the software in violation of applicable export-control or sanctions laws. You represent that you are not located in, or acting on behalf of, a prohibited or sanctioned jurisdiction or party to the extent such restrictions apply.

This EULA is governed by the laws of the Socialist Republic of Vietnam, excluding conflict-of-law rules. The courts located in Ho Chi Minh City, Vietnam will have exclusive jurisdiction over disputes arising from this EULA, except that Licensor may seek equitable relief in any court of competent jurisdiction to protect its intellectual property, confidential information, or security interests.

This EULA, together with any applicable Order Form, Subscription Agreement, SaaS License Agreement, Terms of Service, and DPA, forms the entire agreement regarding the software and Services it covers.