Terms of Service

These Terms of Service ("Terms") are a binding agreement between you, and the entity you represent ("you" or "Customer"), and KubixDesiney ("KubixDesiney", "we", "us", or "our"), and govern your access to and use of our websites, software products, and related services (collectively, the "Services"). By accessing or using the Services, clicking to accept, or entering into an order that references these Terms, you agree to be bound by them. If you are entering into these Terms on behalf of an organization, you represent and warrant that you have authority to bind that organization, and "you" refers to that organization. If you do not agree, do not access or use the Services.

1. Definitions

• "Order" means an online or written ordering document or self-service selection that specifies the Services, plan, and fees.
• "Subscription Term" means the period for which you are entitled to use a paid Service, as set out in the applicable Order.
• "Customer Data" means data, content, and materials that you or your users submit to or generate through the Services.
• "Users" means the individuals you authorize to use the Services under your account.
• "Documentation" means the usage guides and policies we make generally available for the Services.

2. Eligibility, accounts, and security

You must be at least 16 years old and capable of forming a binding contract to use the Services. You are responsible for the accuracy of your registration information, for maintaining the confidentiality of your credentials, and for all activity that occurs under your account, whether or not authorized by you. You agree to use reasonable measures to protect your credentials and to notify us promptly at contact@kubixdesiney.com of any suspected unauthorized access or security incident. We are not liable for losses arising from unauthorized use of your account that result from your failure to safeguard your credentials.

3. The Services, orders, trials, and beta features

Subject to these Terms and any applicable Order, we grant you the right to access and use the Services during the Subscription Term. Specific Services may be subject to additional product terms, which form part of these Terms for those Services. Free trials and features designated as beta, preview, or evaluation are provided for assessment purposes, may be subject to additional limits, are provided "as is" and without warranty, and may be modified or discontinued at any time. We may modify, update, or discontinue features of the Services from time to time, and will use reasonable efforts not to materially degrade a paid Service during a paid Subscription Term.

4. Fees, billing, and taxes

• Fees. You agree to pay the fees stated in the applicable Order or pricing in effect when you subscribe. Unless stated otherwise, fees are quoted and payable in the currency specified at checkout and are based on the plan and usage you select.
• Billing and renewal. Subscriptions may renew automatically for successive periods equal to the prior term unless cancelled before the renewal date. You authorize us and our payment processors to charge your designated payment method for all applicable fees, including at renewal.
• Taxes. Fees are exclusive of taxes, levies, and duties, which are your responsibility, except for taxes based on our net income.
• Price changes. We may change fees for a renewal term by giving reasonable advance notice prior to the start of that term.
• Non-payment. If undisputed fees are overdue, we may suspend the Services after notice.
• Refunds. Except as required by law or expressly stated in an Order, payments are non-refundable and there are no credits for partial periods.

5. License grant and restrictions

We grant you a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Services and Documentation during the Subscription Term, solely for your internal business purposes and in accordance with these Terms. You will not, and will not permit any third party to: (a) copy, modify, or create derivative works of the Services; (b) reverse engineer, decompile, or disassemble the Services, except to the extent this restriction is prohibited by applicable law; (c) rent, lease, sell, sublicense, or provide the Services to third parties except as expressly permitted; (d) remove or obscure proprietary notices; (e) use the Services to build a competing product; or (f) exceed the usage limits of your plan or circumvent technical restrictions.

6. Acceptable use

You agree not to use the Services to:

• Violate any applicable law or regulation, or infringe the intellectual property, privacy, or other rights of any party;
• Upload or transmit malware, or interfere with or disrupt the integrity, security, or performance of the Services;
• Attempt to gain unauthorized access to the Services, accounts, or related systems or networks;
• Send unsolicited or unlawful communications, or harvest information about other users; or
• Use the Services in a manner that creates risk to health, safety, or property, or that is otherwise harmful, fraudulent, or deceptive.

We may investigate suspected violations and may suspend or terminate access for conduct that we reasonably believe violates these Terms or applicable law.

7. Customer Data, data protection, and confidentiality

As between the parties, you retain all rights in Customer Data. You grant us a worldwide, non-exclusive license to host, copy, process, transmit, and display Customer Data solely as necessary to provide, secure, and improve the Services and as otherwise instructed by you. You are responsible for the accuracy and legality of Customer Data and for obtaining all rights and consents necessary for us to process it. Our processing of personal information is described in our Privacy Policy, and, where we act as a processor on your behalf, the applicable data processing terms govern that processing. Each party will protect the other's confidential information using at least reasonable care and will use it only as permitted under these Terms.

8. Intellectual property and feedback

The Services, Documentation, and all related intellectual property are and remain the exclusive property of KubixDesiney and its licensors, and are protected by intellectual-property and other laws. Except for the limited rights expressly granted to you, no rights are transferred. If you provide suggestions, ideas, or other feedback about the Services, you grant us a perpetual, irrevocable, royalty-free license to use it without restriction or obligation to you.

9. Third-party services

The Services may interoperate with third-party products, services, or integrations that you choose to use. Your use of those is governed by the third party's terms and privacy practices, and we are not responsible or liable for them. We may disable an integration that we reasonably determine creates a security or legal risk.

10. Support, service levels, and availability

We provide support through our support center and in accordance with any service-level commitments stated in your plan or Order. We strive to keep the Services available, but the Services may be temporarily unavailable due to maintenance, updates, or factors beyond our reasonable control. Unless a specific service-level agreement applies, the Services are provided without an availability guarantee.

11. Warranties and disclaimers

We warrant that we will provide the Services in a professional and workmanlike manner. Except as expressly stated in these Terms, the Services and all related materials are provided "as is" and "as available," and KubixDesiney disclaims all warranties of any kind, whether express, implied, or statutory, including the implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement. We do not warrant that the Services will be uninterrupted, timely, secure, or error-free, or that all errors will be corrected. Some jurisdictions do not allow the exclusion of certain warranties, so some of the above may not apply to you.

12. Indemnification

You will defend, indemnify, and hold harmless KubixDesiney and its affiliates, officers, employees, and agents from and against any third-party claims, damages, liabilities, costs, and expenses (including reasonable legal fees) arising out of or related to your Customer Data, your use of the Services in breach of these Terms, or your violation of applicable law or the rights of a third party. We will promptly notify you of the claim, allow you to control the defense (provided any settlement that imposes obligations on us requires our consent), and reasonably cooperate at your expense.

13. Limitation of liability

To the maximum extent permitted by law, neither party will be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for any loss of profits, revenue, data, business, or goodwill, arising out of or related to these Terms or the Services, even if advised of the possibility of such damages. Except for your payment obligations, your breach of the license or acceptable-use sections, or your indemnification obligations, each party's total aggregate liability arising out of or related to these Terms will not exceed the total fees you paid or owed to us for the Services in the twelve months preceding the event giving rise to the liability. These limitations apply regardless of the theory of liability and form an essential basis of the bargain between the parties.

14. Term, suspension, and termination

These Terms apply for as long as you use the Services and during any Subscription Term. Either party may terminate these Terms or an Order for the other party's material breach that remains uncured 30 days after written notice. We may suspend or limit access immediately where we reasonably believe it is necessary to protect the Services, other users, or to comply with law, or for non-payment as described above. On termination, your right to use the Services ceases. For a reasonable period after termination, you may export Customer Data using available features, after which we may delete or de-identify it in the ordinary course, subject to legal retention requirements. Sections that by their nature should survive termination — including those on fees accrued, intellectual property, confidentiality, disclaimers, indemnification, limitation of liability, and governing law — survive.

15. Force majeure

Neither party is liable for any failure or delay in performance (other than payment obligations) caused by events beyond its reasonable control, including acts of God, natural disasters, war, terrorism, civil unrest, labor disputes, governmental action, internet or utility failures, or denial-of-service or other malicious attacks.

16. Export controls, sanctions, and anti-corruption

You represent that you and your users are not subject to applicable sanctions or located in an embargoed jurisdiction, and you agree to comply with all applicable export-control, sanctions, and anti-corruption laws in your use of the Services. You will not use or export the Services in violation of those laws.

17. Governing law and dispute resolution

These Terms are governed by, and construed in accordance with, the laws of the jurisdiction in which KubixDesiney maintains its principal place of business, without regard to its conflict-of-laws rules and excluding the United Nations Convention on Contracts for the International Sale of Goods. The parties will first attempt to resolve any dispute informally by contacting each other. If a dispute is not resolved within 30 days, it will be subject to the exclusive jurisdiction of the competent courts located in that jurisdiction, and each party consents to personal jurisdiction and venue there, except that either party may seek injunctive or equitable relief in any court of competent jurisdiction to protect its intellectual property or confidential information. To the extent permitted by law, each party waives any right to participate in a class or representative action with respect to disputes arising under these Terms. Nothing in this section limits any non-waivable rights you may have under the mandatory laws of your place of residence.

18. Changes to the Services and to these Terms

We may update these Terms from time to time. For material changes, we will provide reasonable notice, such as by email or through the Services, before they take effect. Your continued use of the Services after the effective date constitutes acceptance of the updated Terms. If you do not agree to the updated Terms, you must stop using the Services.

19. Assignment and notices

You may not assign or transfer these Terms without our prior written consent, except to a successor in connection with a merger, acquisition, or sale of all or substantially all of your assets, provided the successor agrees to these Terms. We may assign these Terms to an affiliate or in connection with a corporate transaction. We may provide notices to you through the Services or to the email associated with your account; you may provide notices to us at contact@kubixdesiney.com.

20. General

These Terms, together with any Orders and product-specific terms, constitute the entire agreement between the parties regarding the Services and supersede all prior agreements on that subject. If any provision is held unenforceable, it will be modified to the minimum extent necessary, and the remaining provisions will remain in full force. A party's failure to enforce a provision is not a waiver. There are no third-party beneficiaries to these Terms. The parties are independent contractors, and nothing creates a partnership, agency, or employment relationship. Section headings are for convenience only.

21. Contact us

Questions about these Terms? Contact us at contact@kubixdesiney.com.