constitute important agreements between us and should be read by you in their entirety.
We may make changes to this Agreement from time to time. Your continued use of DixiApp and DixiApp services constitutes your agreement to this Terms of Service and any amendments.
Except for certain kinds of disputes described in Section 18, you agree that disputes arising under this Agreement will be resolved by binding, individual arbitration, and BY ACCEPTING THIS AGREEMENT, YOU AND DIXI ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN ANY CLASS ACTION OR REPRESENTATIVE PROCEEDING. YOU AGREE TO GIVE UP YOUR RIGHT TO GO TO COURT to assert or defend your rights under this contract (except for matters that may be taken to small claims court). Your rights will be determined by a NEUTRAL ARBITRATOR and NOT a judge or jury. (See Section 18).
You must register for and maintain an account with us to use the Service. You can do this via the site or through your account with certain third-party communication tools such as Slack. If you choose the Third Party Account option we’ll create your Account by extracting from your Third Party Account certain personal information such as your name and email address and other personal information that your privacy settings on the Third Party Account permit us to access.
When registering, you must provide accurate and complete information and promptly update this information. If you provide any information that is inaccurate or incomplete, or we have reason to believe that the information is inaccurate or incomplete, we may suspend or terminate your account and your use of the Service. Only authorized users may use your account to use the Service and conduct other activities with us. You are responsible for all activities that occur through your account. To protect your account from unauthorized use, keep your user identification and password secure and those of your authorized users. Please notify us immediately of any unauthorized use of your account or any other breach of security. If there is unauthorized use by anyone who obtained access to the Service directly or indirectly through you, you will take all steps reasonably necessary to terminate the unauthorized use. You will cooperate and assist with any actions taken by Dixi to prevent or terminate unauthorized use of the Service.
Subject to the terms and conditions of this Agreement, Dixi grants to Subscriber a limited, worldwide, non-exclusive, non-transferable, non-sublicensable right during the term of this Agreement for the use of the Service by the Subscriber and Subscriber’s personnel solely in connection with Subscriber’s internal business operations.
Dixi will provide you with technical support services relating to the Service in accordance with your tier of service. You acknowledge and agree that: (a) the Services are still in development by Dixi; (b) the Services may not operate properly, be in final form or fully functional; (c) the Services may contain errors, design flaws or other problems; and (d) Dixi is under no obligation to update or continue to develop the Services.
4. Fees and Payment
Dixi holds the complete authority to start a subscription plan any time they choose to do so. In any such case, you may need to pay the fees for the Service subscription and services selected by you as published on the Dixi website at the time that the term of this Agreement, or any renewal, begins.
5. Term and Termination
The term of this Agreement commences upon your registration for a Service subscription and remains in effect for the term of your subscription. You may terminate this Agreement at any time upon written notice to Dixi. For the purposes of providing notice of non-renewal as described in this paragraph, notice via email to Dixi at firstname.lastname@example.org will be deemed sufficient. Upon termination, your access to the Service and any information stored by the Service will also terminate. Dixi may terminate this Agreement at any time upon 30 days’ prior written notice for its convenience.
We may immediately, without notice, suspend or terminate your access to the Service and terminate this Agreement for any of the following reasons: (a) you breach any provision of this Agreement; (b) you seek to hack the security mechanisms of the Service or we otherwise determine that your use of the Service poses a security risk to us or to another user of the Service; (c) you introduce a malicious program into the network or a virtual machine instance; (d) you cause network interference that affects Service performance for other customers; (e) you use the Service in a way that we determine, in our sole discretion, is abusive or disrupts or threatens the performance or availability of the Service; or (e) we receive notice or we otherwise determine, in our sole discretion, that you may be using the Service for an illegal purpose or in a way that violates the law or violates, infringes, or misappropriates the rights of any third party.
If this Agreement is terminated for any reason: (i) any and all liabilities accrued prior to the effective date of the termination will survive; and (iii) the following sections will survive: Sections 4,5, 8 through 14, and 18 through 22. Dixi is not obligated to retain that information following any termination and makes no representation to the integrity, completeness or timeliness of any data following termination of our legal relationship.
6. Access to the Service; Modifications to the Service
We do not provide you with the equipment to access the Service or other services required to make use of the Service. You are responsible for all fees charged by third parties to access and use the Service (e.g., Internet access charges, Slack subscription fees). We reserve the right to modify or discontinue, temporarily or permanently, all or a part of the Service without notice. We will not be liable to you or to any third party for any modification, suspension, or discontinuance of the Service, except that if we permanently discontinue the Service we will provide you, as your sole and exclusive remedy, and our sole and exclusive liability.
You must comply with all applicable laws, including privacy laws, when using the Service. Except as may be expressly permitted by applicable law or authorized by us in writing, you will not, and will not permit anyone else to: (a) modify or reverse engineer any portion of the Service; (b) rent, lease, or otherwise permit any third party to use any portion of the Service; (c) circumvent or disable any security or other technological features or measures of any portion of the Service; (d) use the Service in a manner that threatens the integrity, performance, or availability of the Service; nor (e) remove, alter, or obscure any proprietary notices (including copyright notices) on any portion of the Service.
8. Ownership; Customer Attribution
Except for the rights to access the Service expressly granted to you in this Agreement, we retain all right, title, and interest in and to the Service, including all related intellectual property rights. The Service is protected by applicable intellectual property laws, including India copyright law. By using the Service, you hereby grant, and represent and warrant that you have all rights necessary to grant, Dixi the right to list Subscriber as a customer or client of Dixi on public facing websites and to use Subscriber’s logos subject to communicated brand guidelines, if any.
We welcome feedback, comments and suggestions for improvements to the Services (“Feedback”). Y ou can submit Feedback by emailing us at email@example.com. You authorize us to use that Feedback without restriction and without payment to you. Accordingly, you hereby grant to us perpetual and irrevocable license to use the Feedback in any manner and for any purpose.
Subject to Dixi’s rights under Sections 10, 16, and 17, Dixi will not disclose to any third party, without your consent, the information or material you upload to the Service. Although we take security and privacy very seriously at Dixi, Dixi makes no warranty or guarantee to you regarding the security or confidentiality of any User Information. Dixi may, however, disclose that information or material if required by law or if Dixi reasonably determines that disclosure is necessary to prevent harm to Dixi or any third party. Your consent to disclosure shall be deemed given when you use Dixi in connection with a third party application or Third Party Account, solely with respect to disclosure in connection with your use of such third party application (i.e., data is passed to Slack). If Dixi is required by law to disclose any of that information or material, Dixi will make reasonable efforts to provide you prompt written notice of that requirement prior to disclosure.
12. Warranties; Disclaimer
Dixi warrants that the Service will, during the term of your subscription, materially conform to any description of the Service published by Dixi. As Dixi’s sole and exclusive liability for breach of this limited warranty, and your sole and exclusive remedy, Dixi will make reasonable efforts to correct the non-conformity.
Subscriber represents and warrants that: (a) Subscriber will not upload any information to the Service unless Subscriber has all permissions or licenses necessary to do so and to authorize Dixi’s use of that information in accordance with this Agreement; and (b) Subscriber’s use of the Service will not subject Dixi to any liability or cause Dixi to violate any law, rule, or regulation or guideline.
SOME COUNTRIES AND JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OF IMPLIED TERMS IN CONTRACTS WITH CONSUMERS AND AS A RESULT THE CONTENTS OF THIS SECTION MAY NOT APPLY TO YOU. EXCEPT AS EXPRESSLY SET FORTH IN THE IMMEDIATELY PRECEDING PARAGRAPH, THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS AND DIXI EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. WE DO NOT GUARANTEE THE ACCURACY, COMPLETENESS, OR USEFULNESS OF THE SERVICE, AND YOU RELY ON THE SERVICE AT YOUR OWN RISK. ANY MATERIAL ACCESSED, DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS DONE AT YOUR OWN DISCRETION AND RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR HARDWARE OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY MATERIAL THROUGH THE SERVICE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM DIXI OR THROUGH OR FROM THE SERVICE WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT.
13. Limitation of Liability
DIXI WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF DIXI HAS BEEN ADVISED OF THE POSSIBILITY OF THESE DAMAGES), RESULTING FROM YOUR USE OF THE SERVICE. UNDER NO CIRCUMSTANCES WILL DIXI'S TOTAL LIABILITY OF ALL KINDS ARISING OUT OF OR RELATED TO THIS AGREEMENT (INCLUDING BUT NOT LIMITED TO WARRANTY CLAIMS), REGARDLESS OF THE FORUM AND REGARDLESS OF WHETHER ANY ACTION OR CLAIM IS BASED ON CONTRACT, TORT, OR OTHERWISE, EXCEED THE TOTAL AMOUNT PAID BY YOU TO DIXI FOR THE SERVICE. BECAUSE SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
EACH PROVISION OF THIS AGREEMENT THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS TO ALLOCATE THE RISKS OF THISAGREEMENT BETWEEN THE PARTIES. THIS ALLOCATION IS REFLECTED IN THE PRICING OFFERED BY DIXI TO SUBSCRIBER AND IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THIS AGREEMENT. THE LIMITATIONS SET FORTH IN THIS AGREEMENT WILL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE WEBSITE MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES, OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.
You will indemnify and hold Dixi and its subsidiaries, affiliates, officers, agents, and employees, harmless from any costs, damages, expenses, and liability caused by your use of the Service, your violation of this Agreement, or your violation of any rights of a third party through use of the Service.
15. Force Majeure
Dixi will not be liable to you for any delay or failure to perform any obligation under this Agreement if the delay or failure is due to circumstances beyond Dixi’s reasonable control.
You may not assign this Agreement or any right, duty, or obligation under this Agreement, without Dixi’s prior written consent. If consent is given, this Agreement will bind your successors and assigns. Any attempt by you to transfer any right, duty, or obligation under this Agreement except as expressly provided in this Agreement is void. Dixi may assign this Agreement or any right, duty, or obligation under this Agreement, at any time without your consent.
Dixi may utilize one or more subcontractors or other third parties to perform its duties under this Agreement so long as Dixi remains responsible for all of its obligations under this Agreement.
Except as otherwise expressly set forth in this Agreement, any notice required or permitted to be given in accordance with this Agreement will be effective if it is in writing and sent by certified or registered mail, or insured courier, return receipt requested, to the appropriate party at the address set forth below for Dixi, and at the address set forth in the Subscriber account for Subscriber and with the appropriate postage affixed. Either party may change its address for receipt of notice by notice to the other party in accordance with this Section. Notices are deemed given two business days following the date of mailing or one business day following delivery to a courier.
FullThrottle Labs Private Limited.
# 45/3, 1st Floor, Gopalakrishna Complex, Residency Road, Bangalore, Karnataka, India, 560025
19. Applicable Law and Dispute Resolution:
The validity, interpretation, construction and performance of this Agreement shall be governed by the laws of the Republic of India. Subject to Clause 19(c) below, the Parties agree that all disputes shall be subject to exclusive jurisdiction of the courts of Bangalore, Karnataka. The Parties mutually agree that in the event of any dispute arising out of or in connection with this Agreement, the same shall be resolved by arbitration. The arbitration proceedings shall be conducted by a sole arbitrator to be nominated jointly by both the parties and in accordance with the Arbitration and Conciliation Act, 1996, as amended from time to time. The arbitration proceedings shall be conducted in English and seat of Arbitration shall be in Bangalore, India. Any award rendered by an arbitrator so appointed shall be final and binding on both parties.
The waiver by either party of any breach of any provision of this Agreement does not waive any other breach. The failure of any party to insist on strict performance of any covenant or obligation in accordance with this Agreement will not be a waiver of such party’s right to demand strict compliance in the future, nor will the same be construed as a novation of this Agreement.
If any part of this Agreement is found by a court of competent jurisdiction to be illegal, unenforceable, or invalid, the remaining portions of this Agreement will remain in full force and effect. If any material limitation or restriction on the use of the Service under this Agreement is found to be illegal, unenforceable, or invalid, Subscriber’s right to use the Service will immediately terminate.
Agreement This Agreement is the final and complete expression of the agreement between these parties regarding Subscriber’s use of the Service. This Agreement supersedes, and the terms of this Agreement govern, all previous oral and written communications regarding these matters, all of which are merged into this Agreement. No employee, agent, or other representative of Dixi has any authority to bind Dixi with respect to any statement, representation, warranty, or other expression unless the same is specifically set forth in this Agreement. No usage of trade or other regular practice or method of dealing between the parties will be used to modify, interpret, supplement, or alter the terms of this Agreement. This Agreement may be changed only by a written agreement signed by an authorized agent of the party against whom enforcement is sought. Dixi will not be bound by, and specifically objects to, any term, condition, or other provision that is different from or in addition to this Agreement (whether or not it would materially alter this Agreement) that is proffered by Subscriber in any receipt, acceptance, confirmation, correspondence, or otherwise, unless Dixi specifically agrees to such provision in writing and signed by an authorized agent of Dixi.