Effective Date: [Insert Date]
Welcome to PartnerXcel! These Terms of Service, along with any referenced terms and policies, constitute a legally binding agreement governing your use of PartnerXcel's platform and services. By accessing or using PartnerXcel's platform or services, you agree to be bound by these Terms. If you do not agree to these Terms, please do not use PartnerXcel's platform or services.
1.1. Overview: PartnerXcel offers cloud-based services, including our platform, tools, and supplementary products, accessible online and via mobile application.
1.2. Changes to Services: PartnerXcel reserves the right to add, modify, or discontinue features or functionalities within our services, with or without notice.
1.3. No Guarantees: Your use of PartnerXcel's services is not contingent upon future releases or improvements.
1.4. Age Requirement: By accessing our services, you affirm that you are at least sixteen (16) years old.
1.5. Support and Uptime: Eligible enterprise-tier subscribers are entitled to priority support and uptime commitments as outlined in the Service Level Agreement.
1.6. Additional Terms: Some services may be subject to specific terms, as identified within the relevant service offerings.
1.7. Additional Services: Additional services may be purchased or received, subject to Additional Services Terms.
2.1. Account Creation: To use PartnerXcel's services, you must create an account ("Account"). The first user of the Account is designated as a Business administrator ("Admin").
2.2. Registration Information: You agree to provide accurate registration information and to maintain the confidentiality of your password.
2.3. User Verification: PartnerXcel may require verification of identity to ensure Account security.
2.4. Admins: Business Admins are authorized representatives of the customer and have control over account settings and privileges.
2.5. Account Users: Users are individuals with various roles and privileges within the account. Admins are responsible for assigning appropriate user types.
2.6. Customer Responsibility: Customers are responsible for managing account settings and user roles.
2.7. Termination of Account: PartnerXcel reserves the right to terminate accounts for violations of these terms.
3.1. Subscription Fees: Fees for services are outlined in the subscription plan. Prices do not include taxes unless specified.
3.2. Payment Terms: Payment is required in advance. Customers are responsible for maintaining accurate billing information.
3.3. Fee Changes: PartnerXcel may adjust fees with advance notice. Continued use of services after fee changes constitutes acceptance of new rates.
3.4. Late Payments: Late payments are subject to penalties as defined in the agreement.
3.5. Refunds: All fees are non-refundable unless otherwise specified.
3.6. Taxes: Customers are responsible for applicable taxes.
3.7. Disputed Charges: Disputed charges must be reported within a defined period.
4.1. Privacy Policy: PartnerXcel's Privacy Policy, available on our website, outlines data collection, usage, and protection practices.
4.2. Data Ownership: Customers retain ownership of their data. PartnerXcel processes data in accordance with customer instructions.
4.3. Data Security: PartnerXcel implements security measures to protect customer data. Customers are responsible for their own security practices.
4.4. Data Breach: PartnerXcel will notify customers of data breaches as required by law.
5.1. Ownership: PartnerXcel retains ownership of all intellectual property rights in the services.
5.2. License Grant: PartnerXcel grants customers a limited, non-exclusive license to use the services.
5.3. Restrictions: Customers agree not to misuse or infringe upon PartnerXcel's intellectual property.
6.1. "As Is" Basis: PartnerXcel's services are provided "as is" without warranties.
6.2. No Guarantees: PartnerXcel does not guarantee uninterrupted or error-free services.
6.3. Third-Party Services: PartnerXcel disclaims liability for third-party services.
7.1. Exclusions: PartnerXcel is not liable for indirect, incidental, or consequential damages.
7.2. Cap on Liability: PartnerXcel's liability is limited to the amount paid by the customer in the preceding twelve months.
8.1. Order Form: : Services are purchased via an Order Form detailing services, fees, and subscription terms.
8.2. Subscription: Services are provided on a subscription basis for a specified term.
8.3. Fees: : Customer agrees to pay applicable fees for Services, with fees subject to change.
8.4. Taxes: Fees are exclusive of taxes, with Customer responsible for any applicable taxes.
8.5. Upgrades: : Customers may enhance Services through upgrades, with fees adjusted accordingly.
8.6. Adding Users: Customer may increase the number of users, with fees adjusted accordingly.
8.7. Excessive Usage :PartnerXcel reserves the right to impose additional fees for excessive usage.
8.8. Billing: Customer authorizes PartnerXcel to charge fees and provide updated billing information.
8.9. Subscription Auto-Renewal: SSubscriptions automatically renew unless cancelled by providing a cancellation notice 60 days prior to expiration.
8.10. Discounts and Promotions: Promotional discounts may apply to initial subscriptions, with renewal at full price.
8.11. Credits: Any accrued credits expire under certain conditions and are non-transferable.
8.12. Payment through Partner: If services are purchased through a Partner, terms of the Partner Agreement prevail.
PartnerXcel may update these terms. Continued use of services after changes constitutes acceptance.
These terms are governed by the laws of [Insert Jurisdiction]. Disputes will be resolved through [Insert Dispute Resolution Process].
11.1. Term: These Terms are in full force and eAect, commencing upon the EAective Date, until the end of all Subscriptions to the Services underlying the Account, either paid or unpaid, unless terminated otherwise in accordance with these Terms.
11.2. Termination for Cause: Either party may terminate in case of material breach or insolvency.
11.3. Termination by Customer: Customers may cancel subscriptions, with fees remaining due unless terminated within the refund period.
11.4. EAect of Termination: EAect of Termination: Upon termination or expiration of these Terms, Customer’s Subscription and all rights granted to you hereunder shall terminate. It is Customer’s sole liability to export the Customer Data prior to such termination or expiration. In the event that Customer did not delete the Customer Data from the Account, we may continue to store and host it until either Customer or we, at our sole discretion, delete such Customer Data
11.5. Survival: Certain sections of the Terms survive termination.
11.6. Suspension: PartnerXcel may suspend services if security risks or breaches occur.
12.1. Confidential Information: Both parties may disclose non-public information, which is deemed confidential.
12.2. Confidentiality Undertakings:The Receiving Party must prevent unauthorized disclosure and limit access to confidential information.
12.3. Compelled Disclosure: Confidential information may be disclosed under legal requirements, with notice provided if possible.
13.1. General Disclaimer: Both parties may disclose non-public information, which is deemed confidential.
13.2. Service Reliability:The Receiving Party must prevent unauthorized disclosure and limit access to confidential information.
13.3. Service Accuracy: Confidential information may be disclosed under legal requirements, with notice provided if possible.
14.1. Indirect Damages: Neither party, nor its aAiliates, subcontractors, agents, or vendors, shall be liable for any indirect, exemplary, special, consequential, or punitive damages, including loss of profits or data.
14.2.Total Liability: Except for indemnity obligations, neither party's total liability under these Terms shall exceed the total amount of fees paid during the preceding 12 months. This limitation applies cumulatively.
15.1. Compliance Responsibility: Users are responsible for complying with local laws applicable to their use of the Services.
15.2. Risk Allocation:Both parties agree that the limitations of liability and warranty disclaimers in these Terms are commercially reasonable and relied upon in entering into the agreement.
16.1. Customer Indemnification: Customers agree to indemnify and hold us harmless from any claims arising from their violation of these Terms or infringement of third-party rights.
16.2. Indemnification by PartnerXcel: PartnerXcel agrees to defend Customers against third party claims alleging infringement of intellectual property rights related to the Services.
The Services may include third-party open-source components subject to their respective license terms. We do not provide warranty or indemnity for such components.
Users acknowledge and confirm compliance with export controls and sanctions applicable to the Services. Customer data should not be subject to special permissions or licenses under export regulations.
We reserve the right to modify these Terms for various reasons, and continued use of the Services constitutes acceptance of changes.
If Customers are government entities, certain terms regarding the classification of the Services as commercial software and limitations on source code access apply. Any provisions conflicting with applicable laws shall be limited as permitted by those laws.
21.1. Governing Law and Jurisdiction: This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.
21.2. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims).
22.1. . Interpretations: Headings and titles are for convenience only and do not alter the terms. English version prevails in case of conflicts with translations.
22.2. Force Majeure: Neither party is liable for failure to perform due to events beyond their control.
22.3. Relationship of the Parties: The parties are independent contractors, and these Terms do not create any other relationship.
22.4. Notice: Notices may be provided through various means, including electronic communication.
22.5. Assignment: : These Terms may not be transferred without written approval, except in certain circumstances.
22.6. Severability: If any provision is deemed unlawful, the remaining provisions remain in eAect.
22.7. No Waiver: No failure to exercise a right constitutes a waiver of that right.
22.8. No Reliance: Parties agree not to rely on any statements not expressly stated in these Terms.
22.9. Mobile App Additional Rules: Additional rules may apply to mobile app usage. Subscribe to Receive Updates: Users are encouraged to subscribe for notifications about material changes to these Terms.
