Subscription Agreement

This Subscription Agreement governs Subscriber’s paid subscription to Noxivo’s multi-tenant software platform and related services. It is intended for business-to-business use, including agency operators managing multiple downstream tenant or client workspaces.

If Subscriber also accepts the Noxivo Terms of Service, SaaS License Agreement, Data Processing Addendum, or Service Level Agreement, those documents are incorporated by reference. If there is a conflict between a negotiated Order Form and this Agreement, the Order Form controls.

Noxivo will provide access to the subscription services described in the applicable Order Form, plan summary, or checkout flow, which may include:

• agency and tenant workspace administration;
• WhatsApp-first inbox and conversation handling;
• workflow automation and plugin execution;
• CRM-linked contact context and analytics;
• integration with storage, CRM, billing, identity, and messaging providers; and
• support services associated with the selected plan.

Subscriber may use the Service to operate multiple client, tenant, brand, or business-unit environments. Subscriber is responsible for all downstream activity performed through its account hierarchy, including by administrators, operators, contractors, affiliates, or client users it authorizes.

Subscriber must ensure that its downstream tenants and clients comply with applicable laws, platform rules, privacy notices, consent requirements, messaging restrictions, and integration terms.

Subscriber retains all rights in Subscriber Data. Subscriber appoints Noxivo to process Subscriber Data only as necessary to provide, host, secure, support, improve, and legally operate the Services. Where personal data is processed on behalf of Subscriber, the Noxivo Data Processing Addendum applies.

Subscriber represents and warrants that it has all rights, consents, notices, lawful bases, and permissions necessary to submit Subscriber Data to the Service and to instruct Noxivo to process it.

Subscriber is responsible for:

• maintaining the confidentiality of API keys, webhook secrets, OAuth tokens, passwords, and other credentials used with the Service;
• assigning roles and access privileges appropriately;
• promptly disabling access for former users or compromised accounts; and
• ensuring any third-party integration activated by Subscriber is lawfully authorized.

Subscriber will not use the Services to:

• send unlawful spam, harassing content, malware, deceptive campaigns, or prohibited automated messages;
• violate WhatsApp, Meta, TikTok, telecom, privacy, or consumer-protection rules;
• store or process data in a manner prohibited by law or contract;
• interfere with the Services, infrastructure, or third-party provider systems; or
• bypass plan entitlements, usage controls, or security mechanisms.

Noxivo may suspend all or part of the Services immediately if reasonably necessary to:

• prevent security harm or fraud;
• stop unlawful messaging or abusive activity;
• comply with legal process or third-party provider requirements; or
• address non-payment after notice and a reasonable cure period.

Upon expiration or termination:

• Subscriber's access rights end;
• Noxivo may disable affected accounts and integrations;
• Subscriber remains responsible for all fees incurred through the effective termination date;
• Noxivo will provide a reasonable data export or retrieval window if commercially feasible and legally permitted; and
• thereafter, Noxivo may delete or anonymize Subscriber Data subject to legal retention obligations and backup cycles.

Noxivo warrants that it will provide the Services in a professional and workmanlike manner. Except for that express warranty, the Services are provided “as is” and “as available,” and Noxivo disclaims all implied warranties, including merchantability, fitness for a particular purpose, non-infringement, and uninterrupted or error-free performance.

To the maximum extent permitted by law, neither party will be liable for indirect, incidental, special, exemplary, punitive, or consequential damages, or for lost profits, lost revenue, loss of data, or business interruption.

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

Excluded claims include:

• Subscriber's payment obligations;
• Subscriber's unlawful messaging, privacy, or platform violations;
• either party's fraud, willful misconduct, or gross negligence where such carve-outs are non-waivable; and
• misuse of intellectual property or confidential information.

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

Formal notices must be sent by email with confirmation of delivery, by courier, or by registered post to the addresses designated by the parties. Service-related notices may also be delivered through the account dashboard, billing interface, or the email address associated with Subscriber’s account.

This Agreement, together with the applicable Order Form, DPA, SLA, and related incorporated policies, forms the entire agreement between the parties regarding the subscription and supersedes prior or contemporaneous discussions on that subject matter.