This agreement is between IXONN Pty Limited (“IXONN”, “we”, “us”, or “our”) and the entity or individual (“Customer”, “you” or “your”) using our Online Services. It consists of the terms and conditions below, the Acceptable Use Policy, the Service Level Agreements (SLAs), and the Offer Details for your Subscription (collectively, the “Agreement”). It is effective on the date we provide you with confirmation of your Subscription or the date on which your Subscription is renewed, as applicable.
1.1. Grant of Rights. Subject to your compliance with this Agreement, we grant you a non-exclusive, non-transferable right to access and use the Online Services included with your Subscription, solely for your internal business purposes during the Term. We reserve all other rights.
1.2. Acceptable Use. You shall use the Online Services only in accordance with this Agreement and our Acceptable Use Policy, available at https://ixonn.com/terms-privacy-and-policies/legal-acceptable-use-policy. You shall not circumvent any technical limitations or billing mechanisms in the Online Services.
1.3. End Users. You are responsible for End Users’ compliance with this Agreement. “End User” means any person you permit to access the Online Services.
1.4. Customer Data. You retain all rights in your Customer Data. You grant us a worldwide, royalty-free, non-exclusive license to use, host, transmit, display, and process Customer Data solely to provide and improve the Online Services. We will handle Customer Data in accordance with our Privacy Policy, available at https://ixonn.com/terms-privacy-and-policies/legal-privacy-policy. You are solely responsible for the content of all Customer Data and for complying with all applicable laws regarding your collection and use of Customer Data.
1.5. Account Security. You are responsible for maintaining the confidentiality and security of your accounts and authentication credentials. You must promptly notify us of any suspected unauthorized access or security incidents. To report a security incident, contact our security team at security@ixonn.com, providing as much detail as possible about the incident.
2.1. Available Subscription Offers. We offer Commitment Subscriptions (fixed-term, prepaid) and Consumption Subscriptions (pay-as-you-go), as detailed in the Offer Details on the IXONN website at https://ixonn.com/pricing.
2.2. Ordering. Orders are subject to our acceptance. You may order on behalf of your Affiliates, provided you remain responsible for their compliance with this Agreement.
2.3. Pricing and Payment. Prices and payment terms are specified in your order. For Consumption Subscriptions, we may change prices with 30 days’ notice. You agree to pay all undisputed amounts within 30 days of invoice date.
2.4. Taxes. Prices exclude applicable taxes. You are responsible for paying all taxes associated with your purchases, except for taxes based on our net income.
2.5. Renewal. Subscriptions renew automatically unless terminated. We will notify you before automatic renewal. Renewal will be at then-current terms and conditions.
3.1. Agreement Term. This Agreement remains in effect until all Subscriptions expire or are terminated.
3.2. Termination. Either party may terminate this Agreement for cause upon 30 days’ written notice of a material breach if such breach remains uncured at the expiration of such period. We may suspend or terminate your use of Online Services if you violate the Acceptable Use Policy or fail to pay undisputed amounts.
3.3. Effect of Termination. Upon termination, you must stop using the Online Services. We will retain your Customer Data for 30 days post-termination, during which you may retrieve it.
4.1. Limited Warranty. We warrant that the Online Services will perform substantially in accordance with the applicable documentation during the Term. Your exclusive remedy for breach of this warranty is described in the SLA.
4.2. DISCLAIMER. EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE ONLINE SERVICES ARE PROVIDED “AS IS” AND WE MAKE NO WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.
5.1. By IXONN. We will defend you against claims that the Online Services infringe any third party’s patent, copyright, or trademark, and will pay the amount of any resulting adverse final judgment or approved settlement.
5.2. By Customer. You will defend us against claims arising from: (a) your Customer Data; (b) your use of the Online Services in violation of this Agreement; or (c) your combination of the Online Services with non-IXONN products or services.
5.3. Mutual Defense Obligations. The defended party must: (a) promptly notify the defending party of the claim; (b) give the defending party sole control over the defense and settlement; and (c) provide reasonable assistance in the defense.
6.1. Limitation. Each party’s maximum aggregate liability for any claims under this Agreement is limited to direct damages up to the amount paid for the Online Service giving rise to the claim during the 12 months before the cause of action arose.
6.2. EXCLUSION. NEITHER PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR SPECIAL DAMAGES, OR LOSS OF PROFITS, REVENUE, DATA, OR USE.
6.3. Exceptions. The above limitations do not apply to: (a) the parties’ obligations under Section 5; or (b) violation of the other’s intellectual property rights.
7.1. Notices. Notices must be in writing and sent to the addresses listed in the Contacts page of IXONN’s website at https://ixonn.com/contact-us.
7.2. Assignment. You may not assign this Agreement without our prior written consent.
7.3. Severability. If any part of this Agreement is held unenforceable, the rest remains in effect.
7.4. Waiver. Failure to enforce any provision is not a waiver.
7.5. No Agency. This Agreement does not create an agency, partnership, or joint venture.
7.6. No Third-party Beneficiaries. There are no third-party beneficiaries to this Agreement.
7.7. Applicable Law. This Agreement is governed by the laws of New South Wales, Australia, without regard to conflict of law principles.
7.8. Dispute Resolution. Any dispute arising out of or in connection with this Agreement shall be referred to and finally resolved by arbitration in Sydney, Australia.
7.9. Entire Agreement. This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements regarding its subject matter.
“Affiliate” means any entity that controls, is controlled by, or is under common control with a party.
“Customer Data” means all data provided by you to IXONN through your use of the Online Services.
“Online Services” means IXONN-hosted services you subscribe to under this Agreement.
“Subscription” means an enrollment for Online Services for a defined Term.
“Term” means the duration of a Subscription.
By using the Online Services, you agree to these terms and conditions.