SaaS License Agreement

This SaaS License Agreement governs Customer’s access to and use of the Noxivo hosted software platform, including its agency and tenant workspace tooling, WhatsApp-first inbox and workflow automation features, CRM-linked contact context, messaging integrations, analytics, and related documentation.

Noxivo provides the Service as a hosted software-as-a-service offering. Customer receives a limited right to access and use the Service during the applicable subscription term; no sale of software, source code, or intellectual property is made.

Subject to Customer’s compliance with this Agreement and timely payment of all fees, Noxivo grants Customer a limited, non-exclusive, non-transferable, non-sublicensable right during the subscription term to:

• access and use the Service for Customer’s internal business purposes and service delivery operations;
• create and manage multiple downstream client, brand, workspace, or tenant environments within Customer’s subscribed account structure; and
• permit Authorized Users to use the Service on Customer’s behalf.

Unless otherwise stated in an Order Form, Noxivo may offer the following reference subscription tiers: Starter — USD $29/month; Growth — USD $99/month; Scale — USD $299/month.

These sample pricing points are included because they were expressly requested for the launch-doc set. The repository currently evidences quota-oriented plan architecture and usage metering, but not final public price-book amounts.

This Agreement begins on the Effective Date and continues for the subscription period selected by Customer. Unless the applicable Order Form states otherwise, subscriptions renew automatically for successive monthly terms unless either party gives notice of non-renewal at least fifteen days before the end of the then-current term.

Subject to the exclusions in this Section 5, and recognizing that the Service depends in part on third-party infrastructure, connectivity, identity, storage, and messaging platforms outside Noxivo’s direct control, Noxivo will use commercially reasonable efforts to make the production Service available at least 99.9% of each calendar month.

Customer is responsible for:

• all activity under its accounts and Authorized Users;
• obtaining all consents, notices, lawful bases, and permissions needed for messaging, customer outreach, CRM syncing, and automation;
• safeguarding credentials, API keys, webhooks, OAuth tokens, and integration secrets;
• configuring the Service in compliance with applicable law, platform rules, and messaging policies; and
• ensuring that downstream client workspaces, tenants, or customer organizations comply with this Agreement.

Customer will not, and will not permit any third party to:

• reverse engineer, decompile, disassemble, or attempt to derive source code from the Service except to the limited extent required by applicable law;
• resell, rent, lease, sublicense, or provide the Service as a competing hosted platform except as expressly permitted by Noxivo’s commercial reseller model;
• bypass or interfere with security, authentication, entitlement, or rate-limiting controls;
• use the Service for unlawful spam, deceptive messaging, harassment, fraud, surveillance abuse, or prohibited regulated uses;
• upload malicious code or use the Service to disrupt infrastructure or third-party networks; or
• remove proprietary notices, trademarks, or attribution required by law.

Noxivo and its licensors retain all right, title, and interest in and to the Service, software, models, documentation, branding, workflows, interfaces, and all derivative works, excluding Customer Data.

Customer retains all rights in its own data, content, templates, media, messages, and business records submitted to the Service. Customer grants Noxivo a non-exclusive right to host, process, transmit, back up, analyze, and display Customer Data only as necessary to provide, secure, support, improve, and comply with legal obligations relating to the Service.

The Service may rely on open-source or third-party software, SDKs, APIs, and cloud services, including infrastructure and integration tooling. Customer acknowledges that:

• third-party license terms may apply to certain components;
• Noxivo may provide notices, attributions, or supplemental third-party terms separately;
• use of external messaging, storage, billing, CRM, analytics, or identity providers may be governed by those providers’ terms; and
• Noxivo may replace or modify third-party dependencies where operationally necessary.

Each party receiving Confidential Information from the other will protect it with at least reasonable care and use it only for performance under this Agreement. Noxivo will implement commercially reasonable administrative, technical, and organizational safeguards for the Service, but does not warrant that the Service will be completely secure or error free.

Noxivo warrants that it has authority to enter into this Agreement and will provide the Service in a professional and workmanlike manner consistent with generally accepted SaaS industry practice.

EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE.” NOXIVO DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, QUIET ENJOYMENT, OR THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR FREE, OR SUITABLE FOR CUSTOMER’S REGULATORY OR COMMERCIAL NEEDS.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, LOST GOODWILL, LOSS OF DATA, OR BUSINESS INTERRUPTION, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Except for excluded claims, each party’s aggregate liability arising out of or relating to this Agreement will not exceed the greater of the total subscription fees paid or payable by Customer during the twelve months preceding the event giving rise to the claim or USD $100 for free, trial, or evaluation use.

The limitation cap does not apply to:

• Customer's payment obligations;
• either party's fraud, willful misconduct, or gross negligence to the extent such carve-outs are not waivable;
• Customer's misuse of the Service in violation of law or platform policies; or
• infringement or misappropriation caused by Customer modifications or unauthorized combinations.

Either party may terminate this Agreement for convenience at the end of the then-current term by giving the stated non-renewal notice, or for cause if the other party materially breaches this Agreement and fails to cure within fifteen days after written notice, except that unlawful use, security abuse, export violations, or serious IP misuse may be suspended immediately.

Upon termination or expiration, Customer’s access rights end, Customer must stop using the Service, Noxivo may disable accounts after a reasonable export window, and each party will return or destroy Confidential Information as required by law or policy, subject to routine backup retention and legal preservation obligations.

This Agreement 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 or relating to this Agreement, except that either party may seek urgent equitable relief in any court of competent jurisdiction to protect intellectual property or confidential information.

If Customer also accepts a separate Subscription Agreement, Order Form, DPA, SLA, or Acceptable Use Policy with Noxivo, those documents are incorporated by reference. In the event of conflict, the order of precedence is signed Order Form, Subscription Agreement, this SaaS License Agreement except that the Data Processing Addendum controls for conflicts specifically about Personal Data processing, the Data Processing Addendum, the Service Level Agreement, and then the Terms of Service or other posted policies.

This Agreement is the complete agreement between the parties on its subject matter and supersedes prior proposals, statements, or agreements relating to that subject matter. Amendments must be in writing or accepted electronically by both parties unless a policy change is expressly permitted under the service terms. If any provision is unenforceable, the remainder remains in effect. Failure to enforce any provision is not a waiver.