These Terms of Service (the "Terms") govern access to and use of the NOXDEAL platform provided by NOXDEAL LLC, a Wyoming limited liability company ("NOXDEAL", "we", "us"). By creating an account or using the Service you agree to these Terms.
The Service is offered exclusively to businesses and to individuals acting in a professional capacity. It is not offered to consumers. By accepting these Terms you confirm that you are entering into them for business purposes and that you are authorised to bind the organisation you represent.
- The agreement
- Accounts and access
- Subscription and fees
- Your data
- Acceptable use
- Recording compliance
- Third-party integrations
- Intellectual property
- Confidentiality
- Availability and support
- Disclaimer of warranties
- Limitation of liability
- Indemnification
- Term and termination
- Governing law and disputes
- General
01The agreement
These Terms, together with our Privacy Policy, any order form you sign and any data processing agreement we enter into, form the entire agreement between you and NOXDEAL. Where an order form conflicts with these Terms, the order form prevails for that order.
02Accounts and access
You are responsible for the accuracy of your account information, for maintaining the confidentiality of credentials, and for all activity under your account. Notify us at support@noxdeal.com immediately if you suspect unauthorised access.
Accounts are licensed per named user. Sharing a single set of credentials between multiple people is not permitted.
03Subscription and fees
Fees, billing period and user count are set out in your order form. Unless stated otherwise there:
- Subscriptions renew automatically for successive periods of the same length.
- Invoices are payable within [ZAHLUNGSZIEL] days of the invoice date.
- Either party may decline renewal by giving notice at least [KUENDIGUNGSFRIST] before the end of the current period.
- Fees are exclusive of taxes. You are responsible for any sales, use, VAT or withholding taxes other than taxes on our net income.
- We may change fees with 60 days' notice, effective from the next renewal.
Fees already paid are non-refundable except where these Terms expressly state otherwise. If an invoice is more than 30 days overdue, we may suspend access after giving 10 days' written notice.
04Your data
As between you and us, you retain all rights to the data you or your users put into the Service, including contact records, pipeline data, recordings and transcripts ("Customer Data"). You grant us a non-exclusive licence to host, process, transmit and display Customer Data solely to provide the Service and as instructed by you.
We may use aggregated, de-identified data that cannot reasonably be linked to you, your users or your contacts, in order to operate and improve the Service.
You may export Customer Data at any time during the subscription. After termination we retain it for 30 days so that you can export it, then delete it in line with the retention schedule in our Privacy Policy.
05Acceptable use
You must not, and must not permit anyone else to:
- use the Service in violation of any applicable law, including recording, telemarketing, messaging and data protection law;
- upload data you do not have the right to process;
- send unsolicited messages or use the messaging features in breach of the WhatsApp Business Policy or applicable anti-spam law;
- attempt to gain unauthorised access to the Service or its underlying systems;
- reverse engineer, decompile or attempt to derive the source code of the Service;
- resell, sublicense or provide the Service to third parties as a service bureau;
- use the Service to build a competing product;
- circumvent usage limits or security controls.
We may suspend access immediately where use presents a security risk, may cause harm to us or others, or is unlawful.
06Recording compliance
You are solely responsible for ensuring that every recording made through the Service is lawful. This includes obtaining and documenting the consent of all participants where the law requires it, giving any notice required before recording begins, and honouring requests to stop recording or to delete a recording.
Recording laws differ by jurisdiction. Several US states require the consent of every party to a communication, and many countries outside the United States impose comparable or stricter requirements, in some cases including criminal liability. You are responsible for determining which rules apply to your calls.
The Service provides a consent mechanism and retains a record of consent where you use it. Providing this mechanism does not make us responsible for your compliance, and disabling or circumventing it does not transfer responsibility to us.
You will indemnify us in accordance with section 13 against any claim arising from a recording made through your account.
07Third-party integrations
The Service connects to third-party services including Google, Microsoft, Zoom, WhatsApp and payment platforms. Your use of those services is governed by their own terms, and we are not responsible for their availability, accuracy or acts.
You authorise us to access those services on your behalf to the extent you grant permission. You may withdraw that permission at any time, which may reduce or disable the corresponding features. If a provider changes or discontinues its interface, we may modify or discontinue the affected feature without liability.
08Intellectual property
The Service, including all software, interfaces, documentation, models, the NOXDEAL name and logo, and all improvements to them, is and remains our exclusive property. These Terms grant a limited, non-exclusive, non-transferable right to use the Service during the subscription term, and nothing more.
If you send us suggestions or feedback, we may use them without restriction and without any obligation to you.
09Confidentiality
Each party may receive information the other treats as confidential. Each party will protect the other's confidential information with at least reasonable care, use it only to perform under these Terms, and not disclose it except to personnel and advisers bound by comparable obligations, or where disclosure is required by law and reasonable notice has been given. These obligations continue for three years after termination, and indefinitely for trade secrets.
10Availability and support
We aim for a monthly uptime of [SLA-WERT], excluding scheduled maintenance announced in advance, and excluding outages caused by third-party providers or events outside our reasonable control.
Support is available by email at support@noxdeal.com during business days, with a target first response within two business days.
We may modify the Service from time to time. We will not materially reduce core functionality during a paid term without notice.
11Disclaimer of warranties
Except as expressly stated in these Terms, the Service is provided "as is" and "as available". To the maximum extent permitted by law we disclaim all warranties, express, implied or statutory, including merchantability, fitness for a particular purpose, title and non-infringement.
The Service uses automated analysis to generate summaries, scores and recommendations. These outputs may contain errors and are provided as decision support only. You are responsible for verifying them before acting on them. We do not warrant that outputs will be accurate, complete or suitable for any particular purpose, and we give no legal, financial or employment-related advice through the Service.
12Limitation of liability
To the maximum extent permitted by law, neither party is liable for indirect, incidental, special, consequential or punitive damages, or for lost profits, lost revenue, lost data or business interruption, even if advised of the possibility.
Our total aggregate liability arising out of or relating to these Terms will not exceed the fees you paid to us in the twelve months preceding the event giving rise to the claim.
These limits do not apply to your payment obligations, to either party's indemnification obligations, or to liability that cannot be limited under applicable law.
13Indemnification
You will defend, indemnify and hold us harmless against any third-party claim, and any resulting damages, losses and reasonable legal fees, arising from: your Customer Data; your use of the Service in breach of these Terms or applicable law; a recording made through your account; or messages sent through your account.
We will defend, indemnify and hold you harmless against any third-party claim that the Service as provided by us infringes that party's intellectual property rights, provided you notify us promptly and allow us to control the defence.
14Term and termination
These Terms apply from the moment you first access the Service until all subscriptions have expired or been terminated.
Either party may terminate for material breach if the breach is not cured within 30 days of written notice. We may terminate immediately where use is unlawful or presents a serious security risk.
On termination your access ends, and the provisions on Customer Data, intellectual property, confidentiality, disclaimers, liability, indemnification and governing law survive.
15Governing law and disputes
These Terms are governed by the laws of the State of Wyoming, United States, without regard to its conflict of laws rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply.
The parties will first attempt to resolve any dispute through good faith discussions for 30 days. Any dispute not resolved that way will be settled by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, seated in [SCHIEDSORT], conducted in English, before a single arbitrator. Judgment on the award may be entered in any court of competent jurisdiction.
Either party may seek injunctive relief in any court of competent jurisdiction to protect its intellectual property or confidential information. Disputes are resolved individually; class and representative proceedings are waived.
16General
Assignment. You may not assign these Terms without our written consent. We may assign them in connection with a merger, acquisition or sale of assets.
Force majeure. Neither party is liable for delay or failure caused by events beyond its reasonable control.
Severability. If a provision is held unenforceable, the remainder stays in effect and the provision is modified to the minimum extent necessary.
No waiver. Failure to enforce a provision is not a waiver of it.
Notices. Notices to us go to info@noxdeal.com and to NOXDEAL LLC, 75 E 3rd St, Sheridan, WY 82801, United States. Notices to you go to the email address on your account.
Changes. We may update these Terms. Material changes take effect 30 days after we notify account administrators by email. Continued use after that date constitutes acceptance.