Terms and Conditions

1. Business Use and Authority

The Services are intended for business use by individuals who are at least 18 years old. You represent that you have authority to bind the organization for which you use the Services. The Services are not intended for personal, family, or household use.

2. Accounts and Administrators

Customer must provide accurate account information and keep it current. Customer is responsible for:

• maintaining the confidentiality of credentials;
• designating authorized administrators and users;
• configuring roles, permissions, integrations, and access appropriately;
• activity occurring through its accounts, except to the extent caused by AiXGEN's breach of these Terms; and
• promptly notifying AiXGEN of suspected unauthorized access or security incidents.

Customer administrators may access, manage, restrict, export, or delete information associated with Customer's account and may control user access.

3. Subscription and Right to Use

Subject to these Terms, the applicable order, and payment of fees, AiXGEN grants Customer a limited, nonexclusive, nontransferable, nonsublicensable right during the subscription term to permit its authorized users to access and use the Services for Customer's internal business operations.

The Services may include modules for prospect and customer management, pricing, proposals, sales workflows, contracts, equipment, commissions, reporting, task management, notifications, and lease or renewal management. Features, usage limits, support levels, and implementation services are determined by the applicable order.

4. Acceptable Use

Customer and its users must not:

• use the Services unlawfully, fraudulently, or to violate the rights of others;
• submit malicious code, interfere with security, probe vulnerabilities without written permission, or disrupt the Services;
• attempt to gain unauthorized access to accounts, systems, or data;
• reverse engineer, decompile, disassemble, copy, or seek to discover source code or nonpublic underlying components, except where a restriction is prohibited by law;
• resell, sublicense, rent, timeshare, or provide the Services to third parties except as expressly authorized;
• remove proprietary notices or misrepresent the source or ownership of the Services;
• use automated means to scrape or extract data except through documented and authorized interfaces;
• use the Services to develop or benchmark a competing product without written permission;
• upload content that is unlawful, infringing, defamatory, deceptive, or harmful; or
• submit regulated or highly sensitive data, including protected health information or full payment card data, unless expressly authorized in a written agreement with AiXGEN.

5. Customer Data

"Customer Data" means information submitted to or processed through the Services by or for Customer. As between the parties, Customer retains its rights in Customer Data. Customer grants AiXGEN a nonexclusive right to host, copy, transmit, display, modify, and otherwise process Customer Data only as reasonably necessary to provide, secure, support, and improve the Services; comply with law; and perform the parties' agreements.

Customer represents that it has all rights, notices, permissions, and lawful bases necessary for AiXGEN to process Customer Data as contemplated by the parties' agreements. Customer is responsible for the accuracy, quality, legality, and permitted use of Customer Data.

AiXGEN may create and use aggregated or deidentified information that cannot reasonably identify Customer or an individual to operate, secure, analyze, and improve the Services.

6. Privacy and Data Protection

Our Privacy Policy describes how AiXGEN handles personal information. When AiXGEN processes personal information in Customer Data on Customer's behalf, Customer generally acts as the business or controller and AiXGEN acts as its service provider or processor. The parties may enter into a data processing addendum where required.

Customer must not use the Services to make decisions that produce legal or similarly significant effects on individuals without appropriate human review and compliance with applicable law.

7. Security

AiXGEN will maintain reasonable administrative, technical, and organizational safeguards designed to protect the confidentiality, integrity, and availability of the Services and Customer Data. Customer acknowledges that no internet-based service is completely secure and remains responsible for its account configuration, endpoints, networks, credentials, and authorized users.

Unless expressly agreed in writing, the Services are not designed to satisfy specialized regulatory requirements such as HIPAA, PCI DSS storage of payment card data, CJIS, ITAR, or government-classified information requirements.

8. Third-Party Services and Integrations

Customer may choose to connect third-party products or services. Customer authorizes AiXGEN to exchange Customer Data with those services as directed by Customer. Third-party services are governed by their own terms and privacy practices. AiXGEN is not responsible for third-party services, changes to them, or their handling of Customer Data.

9. Fees, Taxes, and Payment

Fees, billing frequency, subscription period, usage limits, and payment terms are stated in the applicable order. Unless an order states otherwise:

• fees are quoted and payable in U.S. dollars;
• fees are noncancelable and nonrefundable except as expressly stated in these Terms or required by law;
• Customer is responsible for applicable sales, use, value-added, and similar taxes, excluding taxes on AiXGEN's net income; and
• overdue undisputed amounts may accrue interest at the lesser of 1.5% per month or the maximum lawful rate.

AiXGEN may suspend access for overdue undisputed fees after providing reasonable notice and an opportunity to cure.

10. Subscription Renewal

The renewal terms stated in the applicable order control. If the order provides for automatic renewal, the subscription will renew for the stated renewal period unless either party gives notice of nonrenewal within the period specified in the order. AiXGEN will provide any renewal notices required by applicable law. Changes to fees for a renewal term will be communicated in advance as stated in the order or otherwise required by law.

11. Intellectual Property

AiXGEN and its licensors retain all rights, title, and interest in the Services, software, documentation, designs, workflows, technology, trademarks, and related intellectual property. Except for the limited rights expressly granted in these Terms, no rights are transferred to Customer.

If Customer provides suggestions, ideas, or feedback, Customer grants AiXGEN a worldwide, perpetual, irrevocable, royalty-free right to use them without restriction or obligation, provided AiXGEN does not identify Customer as the source without permission.

12. Confidentiality

"Confidential Information" means nonpublic information disclosed by one party ("Discloser") to the other ("Recipient") that is marked confidential or reasonably should be understood as confidential, including Customer Data, security information, product plans, pricing, and business information.

Recipient will use Confidential Information only to perform or exercise rights under the parties' agreements, protect it using at least reasonable care, and disclose it only to personnel and contractors who need to know it and are bound by confidentiality obligations. These duties do not apply to information that Recipient can document is public through no breach, already lawfully known, independently developed, or lawfully received without restriction.

Recipient may disclose Confidential Information when legally required after providing notice where lawful and reasonable assistance at Discloser's expense.

13. Service Changes, Availability, and Support

AiXGEN may improve or modify the Services over time. We will not materially reduce the core functionality of a paid subscription during its current term without reasonable notice, except where necessary for security, law, third-party dependencies, or prevention of harm.

Any service levels, support commitments, implementation scope, backup terms, or remedies apply only if stated in an order or separate written agreement. Scheduled maintenance, emergency maintenance, internet failures, third-party failures, and events outside AiXGEN's reasonable control may affect availability.

14. Beta and Evaluation Services

Features identified as beta, preview, trial, evaluation, or early access may be changed or discontinued at any time and are provided for evaluation without service levels or warranties. Customer should not rely on them for production use or submit sensitive information to them unless expressly authorized.

15. Suspension

AiXGEN may suspend access to the extent reasonably necessary to address a security threat, unlawful activity, material violation of these Terms, risk of harm to the Services or others, or overdue undisputed fees. Where practicable, AiXGEN will provide notice and work with Customer to restore access after the issue is resolved.

16. Term and Termination

These Terms continue while Customer uses the Services. Either party may terminate an applicable order for material breach if the breach is not cured within 30 days after written notice, or sooner if the breach cannot reasonably be cured. Either party may terminate if the other becomes insolvent, ceases business, or enters bankruptcy proceedings not dismissed within 60 days.

Upon termination or expiration, Customer's right to use the Services ends. Subject to the applicable order, payment of amounts due, and technical feasibility, Customer may request an export of Customer Data during the subscription term and for 30 days afterward. AiXGEN may then delete Customer Data according to its retention practices and legal obligations. Sections that by their nature should survive will survive, including payment obligations, intellectual property, confidentiality, disclaimers, indemnification, limitations of liability, and general terms.

17. Warranties

Each party represents that it has authority to enter into these Terms. AiXGEN warrants that paid Services will perform in all material respects according to their applicable documentation under normal authorized use. Customer's exclusive remedy for breach of this warranty is for AiXGEN to use commercially reasonable efforts to correct the nonconformity; if AiXGEN cannot do so, Customer may terminate the affected order and receive a prorated refund of prepaid fees for the terminated remainder of the term.

The warranty does not apply to misuse, unauthorized modifications, unsupported environments, third-party services, free or beta services, or issues caused by Customer systems or data.

18. Disclaimers

EXCEPT AS EXPRESSLY PROVIDED IN THESE TERMS AND TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." AIXGEN DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. AIXGEN DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE, OR THAT REPORTS, FORECASTS, AUTOMATIONS, OR OUTPUTS WILL BE ACCURATE FOR EVERY BUSINESS PURPOSE.

CUSTOMER IS RESPONSIBLE FOR REVIEWING BUSINESS DECISIONS, PRICING, CONTRACTS, COMMISSIONS, REPORTS, RENEWAL ACTIONS, AND OTHER OUTPUTS BEFORE RELYING ON THEM.

19. Indemnification

Customer will defend AiXGEN and its affiliates, officers, employees, and contractors against third-party claims arising from Customer Data, Customer's unlawful or unauthorized use of the Services, or Customer's material violation of these Terms, and will pay resulting damages, settlements, and reasonable legal fees. AiXGEN will promptly notify Customer and provide reasonable cooperation. Customer may not settle a claim in a manner that admits fault by or imposes obligations on AiXGEN without AiXGEN's written consent.

Any AiXGEN intellectual-property indemnity will apply only if expressly stated in a signed customer agreement or order.

20. Limitation of Liability

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, REVENUE, BUSINESS, GOODWILL, OR DATA, ARISING FROM OR RELATED TO THE SERVICES, EVEN IF ADVISED OF THE POSSIBILITY.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY'S TOTAL AGGREGATE LIABILITY ARISING FROM OR RELATED TO THE SERVICES WILL NOT EXCEED THE FEES PAID OR PAYABLE BY CUSTOMER TO AIXGEN FOR THE AFFECTED SERVICES DURING THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO LIABILITY. FOR FREE SERVICES, AIXGEN'S TOTAL LIABILITY WILL NOT EXCEED USD $100.

These limitations do not apply to liability that cannot lawfully be limited, Customer's payment obligations, Customer's violation of AiXGEN's intellectual-property rights, or a party's fraud or willful misconduct. A signed customer agreement may state additional exceptions.

21. Governing Law and Disputes

These Terms are governed by the laws of the State of California, without regard to conflict-of-law rules. The state and federal courts located in Riverside County, California will have exclusive jurisdiction over disputes arising from these Terms, and each party consents to personal jurisdiction and venue there. Before filing a claim, the parties will attempt in good faith for at least 30 days to resolve the dispute through business representatives, unless urgent injunctive relief is reasonably necessary.

22. Export and Sanctions Compliance

Customer must comply with applicable export-control and economic-sanctions laws. Customer represents that it and its users are not prohibited parties and will not access or use the Services in an embargoed jurisdiction or for a prohibited end use.

23. General Terms

Neither party may assign these Terms without the other's consent, except to an affiliate or in connection with a merger, reorganization, acquisition, or sale of substantially all relevant assets, provided the assignee assumes the obligations. Customer may not assign to a direct competitor of AiXGEN without written consent.

Neither party is liable for delay caused by events beyond its reasonable control, except payment obligations. The parties are independent contractors. These Terms do not create a partnership, franchise, fiduciary, agency, or employment relationship. No third party is a beneficiary.

Notices must be in writing and delivered to the contact stated in the applicable order, with legal notices to AiXGEN sent to the address below. If any provision is unenforceable, it will be modified to the minimum extent necessary and the remainder will continue. Failure to enforce a provision is not a waiver. Headings are for convenience only.

These Terms and incorporated orders constitute the entire agreement concerning the Services and supersede prior or contemporaneous proposals and communications on that subject. Amendments must be in writing, except AiXGEN may update online Terms prospectively by posting the revised version and providing notice when required. Material changes will not retroactively reduce Customer's rights during a current paid term.

24. Contact