3. License to Use The Software
DXwand grants the User a limited, non-exclusive, non-transferable license to use the Software in accordance with the Subscription plan and these Terms. This license allows the User to access the Software, create accounts, and manage chatbot interactions as authorized by the Client.
4. Services Provided
4.1 Software Access: DXwand agrees to provide the User with access to its software and related services on a subscription basis.
4.2 Deployment Models: The software may be accessed:
- SaaS: Remotely via DXwand’s cloud platform.
- On-premise: Installed on the User’s infrastructure as per the agreed subscription plan.
4.3 Updates: DXwand will provide updates and upgrades to the software during the Subscription Term at no additional cost to the User.
4.4 Support Services: Support services are available under separate support plans, which may be purchased by the User at an additional cost. The scope of such services will be defined in the applicable support agreement.
5. User Responsibilities
5.1 Payment Obligations: The User agrees to pay all applicable fees for the Software as outlined in the Subscription agreement. Failure to pay may result in suspension of services.
5.2 Compliance with Laws: The User agrees to comply with all applicable laws, including data protection and privacy regulations. The User must ensure that any data submitted to DXwand complies with all relevant legal obligations.
5.3 Account Security: The User is responsible for maintaining the confidentiality of their account credentials and all activities that occur under their account. Any unauthorized use must be reported immediately to DXwand.
5.4 Provision of Accurate Information: The User agrees to provide accurate and up-to-date information during the registration process and at all times while using the Software.
6. Subscription and Usage
6.1 Usage Limits: The User’s access to the software is subject to the usage limits specified in their chosen subscription plan.
6.2 Monitoring Usage: DXwand reserves the right to monitor the User’s usage of the Software to ensure compliance with the Subscription plan. If usage exceeds the agreed limits, additional fees will apply as outlined in the Subscription agreement.
6.3 Excess Usage: If the User exceeds the limits of their subscription plan, DXwand may impose additional charges or restrict access to the Software until the excess usage is addressed.
7. Intellectual Property Rights
7.1 Ownership of Software: DXwand retains all ownership and intellectual property rights in the Software, including but not limited to all source code, documentation, and designs.
7.2 License to Use: The User is granted a limited, revocable, non-transferable, non-exclusive license to use the Software during the Subscription Term. The User shall not modify, distribute, or create derivative works of the Software unless expressly permitted by DXwand.
7.3 Customer Data Ownership: The User retains all rights to the Customer Data inputted into the Software. DXwand shall have no rights to the Customer Data except to the extent necessary to provide the Services under this Agreement.
8. Data Protection and Privacy
8.1 The User acts as the Data Controller, and DXwand acts as the Data Processor with respect to any personal data processed under this Agreement.
8.2 DXwand will only process personal data as instructed by the User and in compliance with applicable data protection laws, including the DIFC Data Protection Law No. 5 of 2020 and the General Data Protection Regulation (GDPR) where applicable.
8.3 DXwand shall implement appropriate technical and organizational measures to protect personal data from unauthorized access, alteration, disclosure, or destruction.
9. Confidentiality
9.1 Both Parties agree to keep confidential all information disclosed by the other Party that is marked as confidential or would reasonably be considered confidential.
9.2 Neither Party shall disclose any Confidential Information to third parties without the prior written consent of the other Party, except as required by law.
9.3 Upon termination of this Agreement, both Parties agree to return or destroy any Confidential Information belonging to the other Party.
10. Limitation of Liability
10.1 Maximum Liability: DXwand’s total liability, whether in contract, tort, or otherwise, shall not exceed the total fees paid by the User in the twelve (12) months preceding the claim.
10.2 Exclusion of Liability: DXwand shall not be liable for any indirect, incidental, punitive, or consequential damages, including but not limited to loss of profits, business interruptions, or loss of data.
10.3 No Warranties: DXwand makes no warranties regarding the uninterrupted or error-free operation of the Software. The Software is provided “as-is” without warranties of any kind, either express or implied, including but not limited to warranties of merchantability or fitness for a particular purpose.
11. Indemnity
11.1 User Indemnity: The User agrees to indemnify and hold DXwand harmless from any claims, damages, liabilities, and expenses arising from the User’s breach of this Agreement, misuse of the Software, or violation of applicable laws or third-party rights.
11.2 DXwand Indemnity: DXwand agrees to indemnify the User against any claims that the Software infringes upon any legally and evidence-based valid third-party intellectual property rights, provided the User:
- Promptly notifies DXwand of the claim; and
- Allows DXwand to control the defense and settlement of the claim; and
- Fully cooperates with DXwand in the defense;
12. Termination
12.1 DXwand may terminate or suspend access to the Software with immediate effect if the User fails to pay any fees due under this Agreement within fifteen (15) days of the due date, provided that written notice of non-payment has been given.
12.3 Either Party may terminate this Agreement for convenience by providing at least sixty (60) days’ prior written notice to the other Party before the expiration of the then-current Subscription Term.
12.4 Upon termination or expiration of this Agreement for any reason:
- All licenses granted under this Agreement shall immediately terminate, and the User shall cease using the Software;
- The User shall pay any outstanding fees due for the remainder of the Subscription Term.
12.5 Any rights, obligations, or liabilities of the Parties that have accrued up to the date of termination, including the right to claim damages for any breach of this Agreement that occurred before the termination, shall not be affected by termination.
13. Governing Law and Dispute Resolution
13.1 This Agreement shall be governed by and construed in accordance with the laws of the Dubai International Financial Centre (DIFC).
13.2 Any disputes arising from or related to this Agreement shall be resolved by the exclusive jurisdiction of the DIFC Courts.
14. Miscellaneous
14.1 This Agreement, together with the Software Subscription Agreement, Privacy Policy, and Cookie Policy (as amended from time to time), constitutes the entire agreement between the Parties and supersedes any prior agreements or understandings, whether written or oral.
14.2 Any modifications to this Agreement must be made in writing and signed by both Parties.
14.3 Any notices required under this Agreement shall be sent via email or registered mail to the addresses provided by the Parties.
