Terms and Conditions

1. Acceptance of Terms

These Terms and Conditions (“Terms”) constitute a binding agreement between the individual or entity (“User”) accessing or using the JaxSuite AI Software Solutions Inc. platform (“JaxSuite,” “Company,” “we,” “us,” or “our”) and JaxSuite AI Software Solutions Inc., a Florida corporation. These Terms govern the use of the JaxSuitesoftware, tools, services, content, websites, applications, and related functionality (collectively, the “Platform”).

By accessing, registering, or using the Platform in any capacity, you acknowledge that you have read, understood, and agree to be legally bound by these Terms, our Privacy Policy, Cookie Policy, Subscription Agreement, and any other incorporated policies, addenda, or applicable service-level agreements (SLAs), all of which are hereby incorporated by reference.

If you do not accept or agree to be bound by these Terms in their entirety, you must refrain from accessing or using the Platform

2. Eligibility and Authority

2.1. Minimum Requirements

You represent and warrant that you:

(a) are at least eighteen (18) years of age, or the age of majority in your jurisdiction, whichever is greater;

(b) have the legal capacity to enter into binding contracts; and

(c) are using the Platform solely for lawful business or professional purposes.

2.2. Authority to Bind

If you are accessing the Platform on behalf of a company, partnership, organization, or other legal entity, you represent and warrant that you have the legal authority to bind such entity to these Terms. In such a case, all references to “you” or “your” herein shall refer to such an entity.

2.3. Prohibited Users

You may not use the Platform if you are subject to any restriction under applicable law, including but not limited to export restrictions, trade embargoes, or sanctions issued by the United States government or other regulatory bodies.

3. Account Registration and Security

3.1. Account Creation

To access certain features of the Platform, Users must register for an account. You agree to provide accurate, current, and complete registration information and to promptly update such information if it changes.

3.2. Account Security

You are solely responsible for maintaining the confidentiality of your login credentials, including any associated multi-factor authentication tokens, and for all activities conducted under your account.

3.3. Security Obligations

You agree to:

(a) implement and maintain commercially reasonable measures to safeguard your credentials;

(b) notify JaxSuite immediately of any unauthorized access, breach, or suspected compromise of your account; and

(c) comply with JaxSuite’s security protocols as updated from time to time.

3.4. Suspension for Non-Compliance

JaxSuite reserves the right to suspend or terminate accounts that, in its sole discretion, violate these Terms, present a security risk, or are involved in fraudulent, unauthorized, or unlawful activities.

4. Subscription and Payment Terms

4.1. Subscription Model

Access to the Platform is provided pursuant to tiered subscription plans based on features, data usage, number of users, integrations, and other usage metrics as defined in the Subscription Agreement. By subscribing to any plan, you agree to the financial terms outlined herein and in all JaxSuite financial policies, including but not limited to the:

1. Subscription Policy
2. Wallet and Credits Policy
3. Data Access Fee Policy
4. Refund and Cancellation Policy
5. Billing and Invoicing Schedule

These documents are incorporated into these Terms by reference.

4.2. Billing and Payments

All subscription fees are billed in advance according to your selected billing frequency (e.g., monthly, quarterly, or annually). Accepted payment methods include credit/debit cards, JaxSuiteWallet credits, and such other payment channels as approved by JaxSuite.

4.3. Metered Services

Certain services, including but not limited to bulk outreach, AI-driven communication, contact enrichment, or automation, are billed on a metered basis and deducted from your Wallet balance in real time.

4.4. Non-Refundable Charges

All charges are final and non-refundable, unless expressly provided otherwise in our Refund and Cancellation Policy.

4.5. Wallet Abuse

Manipulation, abuse, or fraudulent use of Wallet credits or payment systems shall result in immediate suspension and recalibration of billing records.

5. Wallet Usage and Funding

5.1. Wallet Ledger

Each account includes an internal wallet ledger for managing prepaid credits. You may fund the Wallet in advance or authorize auto-top-ups, subject to limits imposed by your subscription plan.

5.2. Usage Obligations

You agree to:

(a) maintain a sufficient Wallet balance to ensure uninterrupted access to metered services;

(b) monitor Wallet transactions and receipts through your billing dashboard; and

(c) utilize Wallet funds only in accordance with permitted platform usage and compliance policies.

5.3. Service Suspension for Insufficient Funds

Failure to maintain sufficient Wallet balance may result in temporary or permanent suspension of access to specific modules or services.

6. Failed Payments and Delinquency

6.1. Failed Transactions

If your payment method is declined or a Wallet charge fails, JaxSuitemay, at its discretion:

(a) reattempt the charge during a designated grace period;

(b) suspend or limit Platform access;

(c) impose administrative or reprocessing fees; and

(d) initiate account termination and deletion of data following a final recovery notice.

6.2. Collections and Liability

You agree to remain liable for all outstanding amounts, and JaxSuitereserves the right to refer unpaid accounts to collection agencies or legal action as necessary.

7. Subscription Adjustments and Downgrades

7.1. Modifications by User

Workspace Owners and team administrators may upgrade or downgrade their subscription plans via the billing portal. Upgrades are processed immediately, with prorated billing adjustments. Downgrades take effect in the subsequent billing cycle.

7.2. Effect of Plan Changes

Modifications to your subscription plan may impact the availability of features, number of team members, data usage capacity, and system integrations.

7.3. Consent to Changes

By modifying your subscription, you expressly consent to the updated financial and usage terms associated with the selected plan.

8. Tax Responsibilities

8.1. User Tax Liability

Except where required by applicable law for JaxSuiteto collect and remit taxes, you are solely responsible for determining and paying all taxes, levies, duties, or similar governmental assessments arising from your use of the Platform.

8.2. Tax Charges on Invoices

Where required, applicable taxes will be added to invoices or Wallet transactions based on your billing address and applicable jurisdiction.

8.3. Audit and Records

JaxSuite shall maintain a secure record of all payments, Wallet activities, and subscription invoices accessible via the billing dashboard for audit or support purposes.

9. Service Availability and Modifications

9.1. No Guarantee of Uninterrupted Access

JaxSuite endeavors to maintain continuous access to the Platform. However, availability is subject to scheduled maintenance, infrastructure limitations, force majeure events, and third-party dependencies.

9.2. Right to Modify or Suspend Services

JaxSuite reserves the right, at any time and without prior notice, to modify, suspend, or discontinue any part of the Platform. You agree that JaxSuiteshall not be held liable for any resulting loss or disruption.

9.3. Notice of Service Changes

Where practicable, JaxSuiteshall provides advance notice of major updates or service interruptions via dashboard alerts, email, or public release notes.

10. License Grant and Use Restrictions

10.1. Limited License

Subject to your ongoing compliance with these Terms, JaxSuite hereby grants you a limited, non-exclusive, non-transferable, revocable license to access and use the Platform strictly for your internal business operations.

10.2. Prohibited Uses

You shall not, without express written permission:

(a) use the Platform for any unlawful, fraudulent, or harmful purpose;

(b) sublicense, resell, redistribute, or commercially exploit the Platform or any content derived therefrom;

(c) reverse-engineer, decompile, tamper with, or otherwise interfere with the operation, performance, or security of the Platform or its integrations.

10.3. Reservation of Rights

All rights not expressly granted herein are reserved by JaxSuite.

11. Confidentiality and Data Protection

11.1. Confidential Information

Each party agrees to maintain the confidentiality of all non-public, proprietary, or confidential information disclosed or accessed in connection with the use of the Platform (“Confidential Information”). Confidential Information includes, without limitation, business processes, pricing, user data, usage metrics, platform configurations, communications, and API credentials.

11.2. Obligations of Non-Disclosure

You shall not, without prior written consent:

(a) disclose Confidential Information to any third party;

(b) use Confidential Information for any purpose other than permitted access to the Platform; or

(c) attempt to circumvent, decrypt, or reverse-engineer security protocols associated with such information.

11.3. Data Security Standards

JaxSuiteshall employs commercially reasonable safeguards, including but not limited to encryption, access restrictions, and audit logging, to protect against unauthorized access, alteration, or destruction of data stored or transmitted through the Platform.

12. Intellectual Property Rights

12.1. Ownership

All intellectual property rights in and to the Platform, including but not limited to source code, software architecture, databases, interfaces, algorithms, documentation, audio-visual content, branding, and derivative works, are and shall remain the exclusive property of JaxSuite AI Software Solutions Inc. and its licensors.

12.2. License Restrictions

Nothing in these Terms shall be construed as transferring any ownership interest in any intellectual property. You are granted only the limited license set forth in Section 10. Any reproduction, distribution, public display, derivative use, or other exploitation of Platform content beyond the scope of the license is strictly prohibited.

13. Trademarks and Brand Usage

13.1. Trademark Rights

All trademarks, service marks, logos, product names, domain names, and other brand identifiers of JaxSuite AI Software Solutions Inc. are proprietary and protected by applicable intellectual property laws.

13.2. Usage Limitations

You may not use any JaxSuite branding or marks in advertising, public statements, URLs, social media, or promotional content without the Company’s prior written consent. Any permitted use shall insure solely to the benefit of JaxSuite.

13.3. Misrepresentation Prohibition

Use of JaxSuite branding in a manner that implies endorsement, partnership, or control without authorization is strictly prohibited.

14. Platform Customization and Branding

14.1. White Labeling

Where permitted by subscription tier or express agreement, JaxSuite may allow limited branding customization, including user-defined color themes, logo display, or email configuration.

14.2. Approval and Compliance

All customization shall:

(a) comply with JaxSuite’s design and technical standards;

(b) be subject to review and approval by the Company; and

(c) not create user confusion regarding platform ownership or control.

14.3. Revocation Rights

JaxSuite reserves the right to revoke or revert any branding modifications that, in its sole discretion, violate brand guidelines or compromise user experience.

15. Team Accounts and Permissions

15.1. Team Structures

The Platform supports organization-based team structures, including roles for account Owners, Admins, Managers, and Members, each with defined levels of access and control.

15.2. Permissioning

Users may:

(a) invite, remove, or modify the roles of other users within their workspace;

(b) assign data and workflows based on role-based access controls; and

(c) restrict visibility to records or modules based on internal governance settings.

15.3. Data Retention on Exit

Users who purchase or import data into a workspace may retain access to that data for seven (7) calendar days following voluntary departure or deactivation. After this period, JaxSuite may delete or anonymize such data, subject to applicable retention requirements.

16. Account Ownership and Transferability

16.1. Definition of Ownership

The individual or entity listed as the original registrant of the account shall be considered the legal Owner and shall retain full administrative authority over the subscription, data access, and billing rights.

16.2. Transfer Process

Ownership may only be transferred:

(a) with written authorization from both parties;

(b) upon completion of identity and authority verification; and

(c) subject to resolution of any outstanding balances or disputes.

16.3. Restrictions

JaxSuite reserves the right to deny or delay ownership transfers where legal, compliance, or security concerns exist.

17. Compliance with Applicable Laws

17.1. Legal Obligations

You agree to use the Platform in full compliance with all applicable local, state, federal, and international laws, including those governing:

1. Data protection and privacy (e.g., GDPR, CCPA);
2. Marketing communications (e.g., CAN-SPAM, CASL);
3. Consumer protection;
4. Export control and sanctions compliance.

17.2. Responsibility for Legal Compliance

You are solely responsible for ensuring that your business use of the Platform complies with laws and regulations applicable to your jurisdiction and industry.

18. Acceptable Use Policy

18.1. Prohibited Activities

You shall not use the Platform to:

(a) engage in spamming, phishing, or fraudulent outreach;

(b) attempt unauthorized access to accounts, APIs, or system components;

(c) transmit or store unlawful, abusive, or harmful content;

(d) overload infrastructure or circumvent usage limitations;

(e) introduce malware, exploit, or compromise system integrity.

18.2. Violation Consequences

Violations of this policy may result in immediate suspension or permanent termination of access, as well as legal recourse, including claims for damages or injunctive relief.

19. Security Responsibilities

19.1. User Responsibilities

You are responsible for:

(a) maintaining secure passwords and rotating credentials regularly;

(b) monitoring account activity for unauthorized access; and

(c) ensuring that your local devices and systems follow secure practices.

19.2. Disclaimer of Liability

JaxSuiteshall not be liable for any unauthorized access resulting from compromised credentials, device-level malware, or user-side negligence.

20. Communications and Integrations

20.1. Integrated Features

The Platform includes tools for email campaigns, calendar synchronization, contact outreach, and integration with third-party applications and APIs.

20.2. User Obligations

By using these tools, you agree to:

(a) comply with applicable anti-spam and consent laws;

(b) review and adhere to the terms of use and privacy practices of all integrated third-party services;

(c) ensure that communications initiated via the Platform do not violate legal, ethical, or professional standards.

20.3. JaxSuiteDisclaimer

JaxSuitedisclaims all responsibility for the content, timing, or deliverability of communications sent through third-party integrations or user automation tools.

21. Data Portability and Export Rights

21.1. Export Functionality

Authorized Users may, subject to system access rights and subscription tier limitations, export certain categories of data including but not limited to business records, contacts, user logs, calendar events, and campaign histories in commonly used formats such as CSV or JSON.

21.2. Limitations

Export functionality may be subject to:

(a) rate-limiting or throttling based on system load;

(b) omission of proprietary metadata, internal analytics, or system-generated identifiers; and

(c) feature gating based on plan level or access role.

21.3. User Responsibility

You agree to:

(a) maintain the security and compliance of all exported data;

(b) store and encrypt exported content in accordance with applicable laws; and

(c) acknowledge that JaxSuiteis not liable for third-party handling, use, or compatibility of exported files.

21.4. Audit and Oversight

JaxSuitemay retain audit logs of data exports for compliance, fraud detection, or regulatory inquiry purposes.

22. Account Termination and Data Deletion

22.1. User-Initiated Termination

You may request termination of your account by submitting a formal request through the Platform or support channels. Termination shall become effective upon:

(a) completion of identity verification;

(b) full settlement of outstanding invoices; and

(c) verification that no active team dependencies remain.

22.2. Post-Termination Consequences

Upon termination:

(a) all Platform access will be revoked;

(b) all stored data will be subject to deletion in accordance with JaxSuite’s Data Retention Policy;

(c) any remaining wallet balances, credits, or scheduled submissions shall be deemed non-refundable unless otherwise provided in our Refund Policy.

22.3. Data Retention Rights

JaxSuitemay retain anonymized logs, system metadata, or compliance records where required by law or applicable audit frameworks.

23. Suspension and Reactivation

23.1. Suspension Grounds

JaxSuitemay suspend account or workspace access, in whole or in part, without prior notice if:

(a) payment failures or chargebacks occur;

(b) abnormal, abusive, or unlawful use of Platform features is detected;

(c) compliance or legal violations are identified; or

(d) access is restricted due to a governmental request or regulatory obligation.

23.2. Reactivation Requirements

To reinstate access, the User must resolve the triggering condition, including but not limited to:

(a) updating payment information;

(b) executing a compliance remediation plan;

(c) undergoing an internal risk review or security assessment.

23.3. Permanent Deactivation

JaxSuite reserves the right to permanently disable access and delete associated data in cases of repeated infractions, fraud, or unresolved suspension causes.

24. Change of Terms

24.1. Modification Rights

JaxSuite reserves the right to amend, revise, or replace these Terms at its sole discretion. Such modifications may be made to reflect:

(a) changes in law or regulation;

(b) updates to Platform functionality or pricing; or

(c) security, operational, or business process changes.

24.2. Notice of Changes

Reasonable notice of material changes will be provided through:

(a) email sent to the User’s registered email address;

(b) dashboard or in-app notification; or

(c) posting on JaxSuite’s publicly accessible Terms archive.

24.3. Acceptance of Changes

Continued use of the Platform following notice of amendment constitutes binding acceptance of the updated Terms.

25. Dispute Resolution Process

25.1. Pre-Litigation Procedures

Prior to initiating any legal proceeding, you agree to engage in good-faith efforts to resolve the dispute by:

(a) submitting a written summary of the issue via the Support Center;

(b) allowing JaxSuiteup to thirty (30) calendar days to investigate and respond; and

(c) optionally engaging in voluntary mediation with a mutually agreed third-party mediator.

25.2. Effect of Non-Compliance

Failure to follow the pre-litigation procedures set forth in this Section may result in the dismissal or stay of legal claims brought in violation of these requirements.

26. Governing Law

26.1. Choice of Law

This Agreement and all claims arising out of or relating to the use of the Platform shall be governed by and construed in accordance with the laws of the State of Florida, United States, without giving effect to conflict of law rules or principles.

26.2. Exclusion of CISG

The United Nations Convention on Contracts for the International Sale of Goods (CISG) shall not apply to this Agreement.

26.3. Jurisdiction and Venue

Exclusive jurisdiction and venue for all proceedings arising under or relating to these Terms shall lie in the state and federal courts located in Duval County, Florida. The parties hereby submit to the personal jurisdiction of such courts and waive any objection to venue based on forum non conveniences or otherwise.

27. Arbitration Clause

27.1. Mandatory Arbitration

All disputes not resolved pursuant to Section 25 and not excluded by Section 29 (Injunctive Relief) shall be finally resolved by binding arbitration administered by the American Arbitration Association (“AAA”) in accordance with its Commercial Arbitration Rules.

27.2. Procedures and Venue

The arbitration shall:

(a) be conducted in Jacksonville, Florida;

(b) be held in the English language;

(c) be presided over by a single arbitrator mutually agreed upon by the parties or appointed in accordance with AAA procedures.

27.3. Confidentiality

All arbitration proceedings, documents, and outcomes shall be treated as confidential and may not be disclosed except as required by law.

27.4. Costs and Enforcement

The arbitrator’s award shall be final and binding. Each party shall bear its own legal costs unless otherwise determined by the arbitrator.

28. Class Action Waiver

28.1. Waiver of Collective Proceedings

To the maximum extent permitted by law, you agree to bring claims only in your individual capacity and not as a plaintiff or class member in any purported class, representative, or collective proceeding.

28.2. Limitations on Arbitrator Authority

The arbitrator shall have no authority to consolidate claims, conduct class proceedings, or award relief to any person or entity other than the parties to the arbitration.

29. Injunctive Relief

29.1. Equitable Remedies

Notwithstanding the arbitration requirement, JaxSuite shall be entitled to seek immediate injunctive relief from any court of competent jurisdiction for any actual or threatened:

(a) breach of its intellectual property rights;

(b) misappropriation of trade secrets or Confidential Information;

(c) unauthorized use of APIs or system interference.

29.2. No Bond Required

Such relief may be granted without the necessity of posting bond or demonstrating actual monetary damages.

30. Force Majeure

30.1. Definition

JaxSuiteshall not be liable for any failure or delay in performance under these Terms due to causes beyond its reasonable control, including but not limited to:

1. Acts of God, natural disasters, or weather events;
2. Civil unrest, war, terrorism, or embargoes;
3. Governmental actions or regulations;
4. Internet outages or infrastructure failure;
5. Pandemic, epidemic, or public health emergencies.

30.2. Suspension of Obligations

Obligations under these Terms will be suspended for the duration of the force majeure event. No refund or credit will be due for downtime caused by such circumstances; however, JaxSuitewill make commercially reasonable efforts to resume service promptly.

31. Feedback and User Submissions

31.1. Voluntary Feedback

JaxSuiteencourages users to submit feedback, suggestions, and feature enhancement requests relating to the Platform (“Feedback”). All Feedback shall be deemed non-confidential and non-proprietary unless otherwise agreed in writing.

31.2. Rights Granted to JaxSuite

By submitting Feedback, you grant JaxSuitean irrevocable, worldwide, royalty-free, fully transferable, and sublicensable license to use, copy, modify, publish, translate, create derivative works from, and commercialize such Feedback in any manner and for any purpose, without attribution or compensation.

31.3. Third-Party Content Prohibition

You agree not to submit any Feedback that is confidential, proprietary to a third party, or subject to intellectual property claims by any person or entity other than you, unless you have received all necessary rights and consents.

32. Third-Party Integrations and Services

32.1. Integration Disclaimer

The Platform may include integrations with third-party software, APIs, and services, including but not limited to email providers, cloud storage, CRM tools, calendar systems, or AI models (“Third-Party Services”). Such integrations are provided on an “as-is” basis.

32.2. Terms of Use and Privacy

Your use of any Third-Party Services is subject to the terms and privacy policies of the respective providers. JaxSuite assumes no responsibility for the content, reliability, or data-handling practices of Third-Party Services.

32.3. Limitation of Liability

JaxSuitedisclaims all liability for any issues, failures, or losses arising from the use of, or reliance on, Third-Party Services integrated with or accessed via the Platform.

32.4. Right to Suspend Access

JaxSuitemay restrict, suspend, or terminate access to any Third-Party Service at any time in response to technical, legal, or security-related considerations.

33. AI and Automation Modules

33.1. Use of Artificial Intelligence

The Platform may incorporate artificial intelligence (“AI”) and machine learning modules for purposes including but not limited to content generation, contact enrichment, booking assistance, campaign automation, behavioral scoring, and predictive analytics.

33.2. Disclaimers

AI-generated outputs are inherently probabilistic and may be inaccurate, incomplete, or inconsistent. Users operating in regulated industries (e.g., financial services, healthcare, legal) must independently validate AI outputs to ensure compliance with applicable laws, standards, and ethical obligations.

33.3. Responsibility for Use

You accept full responsibility for any decisions, actions, or communications based on AI-generated suggestions or automations. JaxSuitedisclaims all liability for damages arising from reliance on automated features.

33.4. Usage Monitoring and Limits

AI services are metered and subject to feature availability, subscription tiers, and Wallet balance constraints. Use is monitored for abuse or policy violations.

34. Data Retention and Lifecycle

34.1. Retention Framework

JaxSuite maintains a structured data retention policy applicable to customer data, logs, campaign activity, and system-generated content. Retention periods vary based on subscription level and type of data.

34.2. Retention Tiers

Standard retention periods include, but are not limited to:

(a) 90 days to multiple years for contacts, emails, tasks, and events;

(b) 30 to 180 days for backup files;

(c) immediate quarantine or deletion for inactive or terminated accounts.

34.3. User Rights

Users may request:

(a) early deletion or anonymization of data;

(b) export of retained data, subject to applicable limitations and legal requirements.

34.4. Compliance with Law

Retention, access, and deletion of data shall be performed in accordance with applicable laws, including but not limited to GDPR, CCPA, and regional equivalents.

35. Role-Based Access and Team Controls

35.1. Access Levels

JaxSuiteimplements enterprise-grade role-based access control (RBAC), allowing differentiated access based on User roles, including:

1. Workspace Owner: Full administrative control;
2. Workspace Admin: Workflow, permission, and user management;
3. Workspace Member: Access to assigned modules and records;
4. Team Lead: Access to creating working group and purchasing products on behalf of Team Members and distribution of data/tasks/leads to them;
5. Team Member: Access to assigned modules and records within the respective team scope;

35.2. Audit and Monitoring

All access permissions, actions, role changes, and data sharing events are logged for audit and review. Audit trails are accessible to designated Owners and Admins.

35.3. Platform Override

JaxSuite reserves the right to modify or restrict access to protect Platform security, ensure policy compliance, or enforce legal obligations.

36. Email and Calendar Deliverability

36.1. Email Tools

The Platform provides outbound email and calendar tools that rely on DNS configuration and third-party services for delivery. Deliverability is subject to domain configuration, content quality, and recipient filters.

36.2. User Responsibilities

You agree to:

(a) configure DNS records including SPF, DKIM, and DMARC;

(b) maintain verified, opt-in recipient lists;

(c) comply with all applicable email regulations (e.g., CAN-SPAM, CASL, GDPR).

36.3. No Guarantee of Delivery

JaxSuite does not guarantee message delivery, inbox placement, or calendar invitation acceptance. Bounce rates and open/click metrics are influenced by external factors outside JaxSuite’s control.

37. System Maintenance and Uptime

37.1. Availability Commitment

JaxSuite maintains a high-availability infrastructure designed for reliable access. For Enterprise and Premium tiers, uptime targets of 99.5% or 99.9% may apply, excluding scheduled maintenance and force majeure events.

37.2. Scheduled Maintenance

Routine maintenance may occur for version upgrades, infrastructure scaling, or security patching. Where feasible, JaxSuiteshall provide forty-eight (48) hours’ notice via status pages or in-app alerts.

37.3. Emergency Interventions

Emergency downtime may be enacted without prior notice in response to DDoS attacks, data breaches, vendor failures, or legal threats.

37.4. No SLA for Free Users

Users on Free or Basic plans acknowledge that availability is provided on a best-effort basis with no service level credit or guarantee.

38. Monitoring and Audit Logs

38.1. System Monitoring

JaxSuiteactively monitors usage patterns, access logs, and system behavior for purposes including but not limited to:

(a) fraud detection;

(b) policy enforcement;

(c) performance optimization.

38.2. Audit Log Retention

Audit logs are:

(a) securely stored in encrypted repositories;

(b) retained for a minimum period of twelve (12) months or longer as required by law or internal controls;

(c) accessible to authorized team Owners and Admins upon request.

38.3. Compliance Investigations

JaxSuite reserves the right to review or disclose logs in response to legal proceedings, regulatory inquiries, or terms violations.

39. Use Outside the United States

39.1. Jurisdictional Compliance

Users located outside the United States agree to comply with all local laws regarding data protection, taxation, marketing communications, and export controls.

39.2. Export Control Certification

You certify that you are not located in, or affiliated with, any country or entity subject to U.S. sanctions or export restrictions.

39.3. Cross-Border Data Transfers

You agree not to transmit regulated or sensitive data across borders unless such transfers comply with applicable data residency and processing laws. Data Transfer Agreements (DTAs) or Standard Contractual Clauses (SCCs) may be required.

39.4. Local Counsel Responsibility

You are solely responsible for obtaining appropriate legal counsel concerning the lawful use of the Platform in your jurisdiction.

40. Service Resale and Reseller Terms

40.1. No Unauthorized Resale

Unless expressly authorized by a written Reseller or Partner Agreement, you may not resell, sublicense, white-label, or offer the Platform or its components as part of a commercial product, service, or bundle.

40.2. Permissible Internal Use

Internal agencies and teams may create sub-accounts or invite team members, provided all usage remains within a single business entity and the original subscription scope.

40.3. Prohibited Activities

Without prior authorization, you may not:

(a) offer Platform access in exchange for compensation;

(b) repurpose features for resale or redistribution;

(c) distribute data or tools obtained through the Platform to third-party platforms, marketplaces, or clients.

40.4. Violation Consequences

Unauthorized resale constitutes a material breach and may result in:

(a) immediate suspension or termination;

(b) forfeiture of data and Wallet balances;

(c) legal action and pursuit of damages.

41. Team-Based Data Ownership and Transition

41.1. Individual Data Rights

Each User who purchases or accesses data via the Platform retains non-transferable, licensed rights to manage and use such data internally, in accordance with the Platform’s terms and applicable data laws.

41.2. Separation from Team

When a User is removed from or departs a team or Workspace account:

(a) they retain access only to data they individually purchased or imported;

(b) they are provided a period of seven (7) calendar days to export, transfer, or delete their personal data records.

41.3. Post-Exit Retention

After the seven-day period, JaxSuitereserves the right to permanently delete or quarantine the data unless required by law or contractual audit obligations.

41.4. Administrative Coordination

It is the User’s sole responsibility to coordinate with workspace administrators to ensure appropriate data migration or retention during departure.

42. Workspace and Multi-Tenant Structure

42.1. Workspace Definition

A “Workspace” is a logically isolated environment within the Platform containing user accounts, Wallet balances, billing structures, data permissions, and activity records.

42.2. Segregation of Access

Each Workspace:

(a) operates as a distinct tenant instance;

(b) contains independent data, access rights, billing, and API credentials; and

(c) is administered by the assigned Owner(s) and Admin(s).

42.3. Cross-Workspace Access

Access between Workspaces is disabled by default. Any authorized User assigned to multiple Workspaces must comply with the respective policies, permissions, and compliance obligations of each.

42.4. Suspension Propagation

If JaxSuiteidentifies abuse or policy violations in one Workspace, it may restrict or suspend the User’s access to other Workspaces within the same organization or ownership structure.

43. Account Migration and Transfer Requests

43.1. Ownership Transfer Requirements

JaxSuitepermits Workspace ownership transfers only upon:

(a) submission by the registered Owner or verified administrator;

(b) resolution of all outstanding invoices or Wallet balances; and

(c) successful completion of identity and security verification procedures.

43.2. Corporate Transfers and Mergers

In the event of entity reorganization, merger, acquisition, or jurisdictional transfer, the request must be accompanied by a legally binding document (e.g., Asset Purchase Agreement) and may require execution of a Data Processing Addendum (DPA).

43.3. Internal Review

All transfer requests are subject to internal compliance review and may be denied if inconsistent with risk controls, legal obligations, or prior account activity.

44. Wallet Refund and Conversion Policy

44.1. Nature of Wallet Credits

Wallet balances function as prepaid platform credits. They are not legal tender, do not earn interest, and may only be used to access designated Platform features and services.

44.2. Non-Transferability and Finality

Wallet credits are non-redeemable for cash and may not be transferred between Users or Workspaces, except where authorized in writing by JaxSuite.

44.3. Refund Criteria

Wallet refunds are considered only in the following scenarios:

(a) duplicate charges confirmed by JaxSuite’s billing audit;

(b) platform-level system error resulting in failure to deliver a paid service;

(c) cancellation within a defined refund-eligible window for subscriptions.

44.4. Credit Reallocation Requests

Users may request administrative reallocation of Wallet funds across Platform features. JaxSuite reserves the right to apply internal conversion ratios and verification steps.

44.5. Review Timeline

Refund decisions are typically made within seven (7) to fourteen (14) business days. JaxSuite may require identity verification or supplemental documentation prior to processing.

45. Subscription Renewal and Auto-Billing

45.1. Auto-Renewal Terms

All paid subscriptions are set to auto-renew by default at the end of each billing cycle unless expressly disabled by the account Owner within the billing portal.

45.2. Payment Authorization

You authorize JaxSuiteto charge your designated payment method at each renewal cycle. Subscription fees may change with appropriate prior notice under Section 24 (Change of Terms).

45.3. Responsibility to Manage Subscription

You are solely responsible for monitoring your billing preferences, ensuring valid payment credentials, and managing plan tier adjustments prior to renewal.

45.4. Consequences of Non-Payment

Unpaid invoices may result in:

(a) service interruptions;

(b) deactivation of team features and campaign automations;

(c) deletion or freezing of associated records, logs, and Wallet balances.

46. Contact Data Enrichment and Compliance

46.1. Lawful Enrichment Use

JaxSuiteoffers tools for enhancing uploaded contacts using public and licensed datasets. You agree to use enrichment features only for contacts that you lawfully control (e.g., customers, leads with consent).

46.2. Compliance Obligations

Users must:

(a) comply with applicable data protection and marketing laws (e.g., GDPR, CCPA);

(b) obtain all necessary consents and notices prior to enrichment use;

(c) refrain from using enriched data for prohibited profiling (e.g., credit scoring, hiring).

46.3. Violations and Penalties

Abuse of enrichment services may result in immediate account suspension, loss of data access, Wallet forfeiture, and potential regulatory reporting.

47. Data Sharing Within Teams

47.1. Permission-Based Sharing

The Platform permits controlled data sharing between team members using granular permission tiers defined by Workspace Admins and Owners.

47.2. Traceability and Audit

Shared records retain their original User attribution. All data access, edits, and exports are logged and auditable by authorized personnel.

47.3. Revocation and Enforcement

Admins may revoke sharing rights or reassign access at any time. Misuse of shared data (e.g., unauthorized exports or modifications) may trigger internal investigations or Workspace-level enforcement.

48. Use of Platform for Outreach and Marketing

48.1. Permitted Use

You may use JaxSuitefor lawful sales, recruiting, and marketing purposes. All outreach activities must reflect accurate sender identity and comply with recipient consent frameworks.

48.2. Compliance Frameworks

You agree to comply with outreach laws, including but not limited to:

1. U.S. CAN-SPAM Act
2. Canadian Anti-Spam Law (CASL)
3. UK PECR
4. EU GDPR (including ePrivacy directive)

48.3. Prohibited Activities

Users may not use the Platform to:

(a) send unsolicited bulk messages (“spam”);

(b) conduct deceptive or impersonated outreach;

(c) exceed daily or monthly sending thresholds that trigger ISP blacklisting.

48.4. Monitoring and Enforcement

JaxSuite monitors outbound activity for signs of abuse and reserves the right to limit message delivery, throttle traffic, or suspend accounts in violation of applicable laws or best practices.

49. Access to Archived or Deleted Data

49.1. Retention for Recovery

Deleted or archived records may be retained in a soft-deleted or read-only state for a limited time based on the User’s subscription level (e.g., 30, 60, or 90 days).

49.2. Restoration Eligibility

Archived data may be restored only if:

(a) the request is made by an authorized Admin;

(b) the restoration does not violate deletion requests or applicable laws;

(c) the recovery does not compromise platform stability or other user data.

49.3. Discretionary Denial

JaxSuitemay, at its discretion, deny full or partial restorations in cases of legal conflict, technical infeasibility, or excessive age of the request.

50. Support Access and Escalation Procedures

50.1. Support Channels

JaxSuiteoffers customer support via in-app chat, email ticketing, and online documentation. The level of support access depends on the subscription plan.

50.2. Support Tiers

1. Basic Support: 24–48 hour business day response window.
2. Premium Support: Priority queue, business hours chat, and 4-hour SLA for critical issues.
3. Enterprise Support: Dedicated success manager, emergency escalation line, quarterly check-ins, and advanced API support.

50.3. Escalation Protocols

All escalations must include detailed issue descriptions, screenshots or logs (if applicable), and must first attempt resolution through standard support channels.

50.4. Abuse of Support

Excessive, frivolous, or abusive support requests may result in account flagging, throttled responses, or demotion to a lower support tier at JaxSuite’s sole discretion.

51. Jurisdiction-Specific Rights and Local Law Compliance

51.1. Consumer and Data Protection Rights

Where applicable, Users may be entitled to certain rights under regional data protection laws, including but not limited to:

1. The General Data Protection Regulation (GDPR) for users in the European Union and EEA;
2. The California Consumer Privacy Act (CCPA) and California Privacy Rights Act (CPRA);
3. The United Kingdom Data Protection Act 2018;
4. Canada’s Personal Information Protection and Electronic Documents Act (PIPEDA);
5. Brazil’s Lei Geral de Proteção de Dados (LGPD);
6. Other jurisdiction-specific privacy or consumer protection laws.

51.2. User Obligations

You agree to:

(a) comply with all legal requirements applicable in your jurisdiction;

(b) ensure lawful basis for data processing and contact communication;

(c) respect all data subject rights, including requests for access, deletion, correction, and objection.

(d) ensure that all emails sent, calendar events created, and meetings scheduled via Jaxsuite comply with applicable laws—including CAN-SPAM, GDPR, CCPA, UK-GDPR, PECR, CASL, and relevant call-time regulations. Prohibited actions include spam, phishing, malicious content, or excessive meeting spam. Violations may result in immediate suspension and provider notification.

51.3. Support for Compliance Requests

Users may request a Data Processing Addendum (DPA), cross-border transfer documentation, or compliance certifications by submitting a request through JaxSuite’s Support Portal or by emailing compliance@jaxsuite.com.

52. Confidentiality and Non-Disclosure

52.1. Scope of Confidential Information

JaxSuitemay disclose certain confidential or proprietary information to Users, including but not limited to: software source code, technical documentation, pricing structures, development roadmaps, and system architecture (collectively, “Confidential Information”).

52.2. Obligations of Confidentiality

Users agree to:

(a) maintain the confidentiality of all Confidential Information using at least the same level of care as they use to protect their own confidential materials;

(b) restrict disclosure to internal personnel on a strict need-to-know basis;

(c) refrain from reverse-engineering, duplicating, or exploiting the information for competitive or commercial purposes.

52.3. Breach Notification and Survival

You must notify JaxSuitepromptly upon learning of any unauthorized access or disclosure. Confidentiality obligations shall survive termination of the Agreement for a period of five (5) years, unless a longer duration is required by law or contract.

53. Termination by JaxSuite

53.1. Right to Terminate

JaxSuite reserves the right to suspend, restrict, or permanently terminate any account, user, or Workspace under the following conditions:

1. Violation of these Terms, the Acceptable Use Policy, or other incorporated policies;
2. Suspicion or confirmation of unauthorized access, automation abuse, license evasion, or harassment;
3. Legal compulsion pursuant to court order, regulatory mandate, or governmental request;
4. Risk to Platform integrity, third-party data, or intellectual property.

53.2. Post-Termination Consequences

Termination may result in:

(a) permanent deletion of account data and history;

(b) revocation of Wallet balances, subscription rights, and licenses;

(c) denial of future access or registration;

(d) legal notification and public disclosure where required.

53.3. No Compensation or Refund

Unless expressly agreed otherwise in writing, JaxSuiteis not obligated to provide refunds, data migration services, or transition support after a termination for cause.

54. Severability and Waiver

54.1. Severability Clause

If any provision of these Terms is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable, such provision shall be modified to the minimum extent necessary to render it enforceable. All remaining provisions shall continue in full force and effect.

54.2. Waiver

Failure by JaxSuiteto enforce any provision of these Terms shall not constitute a waiver of such provision or any other rights. Any waiver must be in writing and signed by an authorized representative of JaxSuiteto be effective.

55. Indemnification

55.1. User Indemnification

You agree to defend, indemnify, and hold harmless JaxSuite AI Software Solutions Inc., its officers, directors, employees, contractors, affiliates, licensors, and service providers from and against any and all third-party claims, actions, proceedings, liabilities, damages, losses, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to:

1. Your access to or use of the Platform;
2. Your violation of any applicable law or regulation;
3. Your breach of any representation, warranty, or obligation under these Terms;
4. Content or data submitted, transmitted, or distributed by you through the Platform;
5. Any campaign, message, or automation action initiated via your account that violates applicable privacy, anti-spam, or consumer laws.

55.2. Right to Assume Defense

JaxSuite reserves the right to assume the exclusive defense and control of any matter subject to indemnification and you agree to cooperate in good faith. You shall not settle any claim without the prior written consent of JaxSuite.

56. Intellectual Property Rights

56.1. Ownership of Platform IP

All right, title, and interest in and to the Platform, including but not limited to the software, visual interfaces, branding, APIs, underlying code, text, design elements, documentation, architecture, and data models are and shall remain the exclusive property of JaxSuite AI Software Solutions Inc. and/or its licensors.

56.2. Restrictions on Use

You agree not to:

(a) copy, reproduce, modify, publish, display, create derivative works from, or distribute any portion of the Platform without express written consent;

(b) disassemble, decompile, reverse engineer, or attempt to discover any source code;

(c) remove or alter any proprietary rights notices.

56.3. User-Generated Content

You retain ownership of any lawful content or data you upload to the Platform. However, you grant JaxSuitea non-exclusive, royalty-free, worldwide license to store, process, and display such content solely as required to provide Platform functionality.

57. Limitation of Liability

57.1. Exclusion of Damages

To the maximum extent permitted by applicable law, JaxSuiteshall not be liable for any indirect, incidental, special, punitive, or consequential damages of any kind, including but not limited to:

1. Loss of profits, revenue, goodwill, data, or anticipated savings;
2. Business interruption or system failure;
3. Errors in automation, messaging, or third-party integrations.

57.2. Cap on Liability

In no event shall JaxSuite’s aggregate liability arising from or relating to these Terms exceed the greater of:

(a) the total fees paid by you to JaxSuite in the twelve (12) months preceding the event giving rise to the claim; or

(b) five hundred U.S. dollars (USD $500.00).

58. Disclaimer of Warranties

58.1. As-Is Platform

The Platform and all services, features, tools, and data are provided on an “as-is” and “as-available” basis. JaxSuiteexpressly disclaims all warranties, express, implied, or statutory, including but not limited to:

1. Implied warranties of merchantability or fitness for a particular purpose;
2. Non-infringement of intellectual property;
3. Accuracy, completeness, or reliability of the Platform.

58.2. No Guarantee of Results

JaxSuitedoes not warrant that the Platform will be uninterrupted, secure, error-free, or meet your expectations or performance requirements.

59. Force Majeure

59.1. Relief from Performance

JaxSuiteshall not be liable for any delay or failure in performance under these Terms due to acts or events beyond its reasonable control, including but not limited to:

1. Acts of God, natural disasters, or extreme weather;
2. Power or telecommunications outages;
3. Labor strikes, governmental actions, embargoes, or war;
4. Pandemics, epidemics, or public health emergencies;
5. Cyberattacks, denial-of-service (DDoS) events, or infrastructure disruption.

59.2. Suspension of Obligations

Affected obligations shall be suspended for the duration of the event. JaxSuiteshall use commercially reasonable efforts to mitigate the impact and restore services as soon as practicable.

60. Entire Agreement

60.1. Integrated Agreement

These Terms, together with all referenced policies (e.g., Privacy Policy, Subscription Agreement, Acceptable Use Policy, Data Processing Addendum), constitute the entire agreement between you and JaxSuitewith respect to the subject matter hereof.

60.2. No Oral Modifications

No oral or written communication not expressly incorporated herein shall modify or expand the terms of this Agreement. Any amendment must be in writing and published or signed by an authorized representative of JaxSuite.

60.3. Precedence

In the event of a conflict between these Terms and any separately executed agreement, the terms of the signed agreement shall control.

61. Contact Information

61.1. General Inquiries

For questions, requests, or correspondence relating to these Terms and Conditions, your use of the Platform, or any compliance-related matters, please contact JaxSuite AI Software Solutions Inc. using the following methods:

1. Support Portal: https://jaxsuite.com/support
2. Compliance Inquiries: info@jaxsuite.com
3. Billing Questions: info@jaxsuite.com
4. Legal Notices: info@jaxsuite.com

61.2. Urgent Support and Escalations

For urgent matters or requests requiring expedited attention, Users are advised to submit a ticket through the Support Portal and select the appropriate priority and department.

61.3. Notices

All legal notices or formal communications under these Terms shall be deemed delivered upon:

(a) receipt of confirmation via the Support Portal;

(b) acknowledgment of delivery to an authorized JaxSuite representative via email; or

(c) posting of relevant disclosures within your account dashboard or to JaxSuite’s official website.