DXchange Integration Cloud

Terms of Service

DXCHANGE.IO LICENSE AGREEMENT

BY CLICKING ON THE “I ACCEPT” BUTTON OR BY OTHERWISE EXERCISING ANY RIGHTS PROVIDED BELOW TO USE THE DXCHANGE.IO SERVICES AND/OR THE DXCHANGE.IO SOFTWARE (EACH AS DEFINED BELOW) OFFERED BY DXCHANGE INC., A TEXAS CORPORATION WITH ITS REGISTERED ADDRESS AT 7924 PRESTON RD, STE 350, PLANO, TX 75024 (“DXCHANGE”), INCLUDING, FOR EXAMPLE, BY ACCESSING OR USING THE DXCHANGE.IO SOFTWARE OR THE DXCHANGE.IO SERVICES, THIS ENTITY, INDIVIDUAL OR ORGANIZATION (“CUSTOMER”) CONSENTS TO BE BOUND BY THIS AGREEMENT, OR, IF APPLICABLE, BY THE TERMS OF A CURRENTLY EFFECTIVE WRITTEN AGREEMENT REGARDING THE USE OF THE PRODUCT AND SIGNED BY AN AUTHORIZED AGENT OF CUSTOMER AND BY DXCHANGE.IO.

  1. LICENSE.
    1. DXchange.io Software; DXchange.io Services. For the purposes of this License Agreement, “DXchange Software” shall mean: (a) the object code version of the DXchange.io Software, and (b) any associated user documentation provided to Customer (“Documentation”), and (c) any updates, upgrades, and/or modifications of the forgoing which are provided to the Customer pursuant to the terms of this Agreement. “DXchange.io Services” shall mean any online DXchange.io applications and platform which are made accessible to Customer by DXchange.io, which may include a hosted version of the DXchange.io Software on an outsourced basis.
    2. Limited License. Subject to the terms and conditions of this License Agreement, during the License Term, DXchange.io grants to Customer a non-exclusive, non-transferable, non-sublicensable license to use the DXchange.io Software and DXchange.io Services for Customer’s internal business purposes in accordance with the Documentation for the scope set forth [on the DXchange.io website].
    3. Evaluation use. If an Order indicates that the DXchange.io Software is to be used by Customer for evaluation purposes, or if access to the DXchange.io Software is otherwise obtained from DXchange.io for evaluation purposes, such as a free trial or a proof of concept, Customer will be granted a right to use the DXchange.io Software solely for Customer’s own non-production, internal evaluation purposes (an “Evaluation Right”). Each Evaluation Right shall be for a period of up to sixty (60) days (subject to DXchange.io’s right to terminate the Evaluation Right in DXchange.io’s sole discretion at any time) from the date of delivery of the credentials needed to access the applicable DXchange.io Software, plus any extensions granted by DXchange.io in writing (the “Evaluation Period”). There is no fee for an Evaluation Right during the Evaluation Period, but Customer is responsible for any fees associated with usage beyond the scope permitted herein. Notwithstanding anything otherwise set forth in this Agreement, Customer understands and agrees that Evaluation Rights are provided “AS IS” and that DXchange.io does not provide warranties or Support Services for Evaluation Rights.
    4. Restrictions. Customer shall not, and shall not authorize any third party to: (i) sublicense, use or duplicate the DXchange.io Software, or any portion thereof, except as expressly authorized in this Agreement; (ii) use the DXchange.io Software or DXchange.io Services by, or for the benefit of any third party; (iii) modify, translate, or prepare derivative works based upon the DXchange.io Software or DXchange.io Services; (iv) reverse-compile or decompile, disassemble or otherwise reverse engineer the DXchange.io Software, except to the extent expressly required to be permitted by applicable law; (v) rent, lease, loan, sell, transfer, or distribute the DXchange.io Software or DXchange.io Services, or any copy or portion thereof, to any other person or entity; (vi) alter, remove, or obscure any copyright, trademark, or other proprietary notices or confidentiality legend on or in the DXchange.io Software or DXchange.io Services; (vii) use the DXchange.io Services to store or transmit infringing, libellous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy or other rights; and/or (viii) use the DXchange.io Services to store or transmit viruses, worms, time bombs, Trojan horses and other harmful or malicious code, files, scripts, agents or programs. Except for the license expressly granted by DXchange.io to Customer under this License Agreement, and DXchange.io reserves all right, title and interests in and to the DXchange.io Services and the DXchange.io Software and any derivative works derived therefrom, and all intellectual property rights therein.
    5. Customer Obligations. Customer shall (i) be responsible and liable for any action or inaction of Customer’s employees or contractors which is in violation of this License Agreement, (ii) be solely responsible for the accuracy, quality, integrity and legality of any data or materials processed by the DXchange.io Services and of the means by which Customer acquire, upload, transmit and process those materials, (iii) prevent unauthorized access to or use of the DXchange.io Services, and notify DXchange.io promptly of any unauthorized access or use; (iv) make any disclosures to and obtain any consents (including from any Customer employees and contractors) as required by any applicable law, rule or regulation for the use, processing, transfer, disclosure, or access to Customer materials in or for the DXchange.io Software and the DXchange.io Services or as otherwise contemplated by this License Agreement; and (f) be responsible for obtaining and maintaining appropriate equipment and ancillary services needed to connect to, access or otherwise use the DXchange.io Software and the DXchange.io Services, including, without limitation, computers, computer operating system and internet access. DXchange.io does not own or accept responsibility for any data, information or material that Customer may process or submit to the DXchange.io Services (“Customer Data”). Customer shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property rights in all Customer Data, and DXchange.io shall not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any Customer Data.
    6. Third Party Reports. DXchange.io may receive notices from third parties (“Reporters”) regarding Customer’s use of the DXchange.io Services (“Reports”). DXchange.io will forward all Reports directly to Customer. Upon receipt of a Report, Customer will (a) acknowledge receipt within two (2) business days of receipt and (b) address the Report within five (5) business days with the person making the Report (the “Reporter”), including informing the Reporter that Customer (and not DXchange.io) is the appropriate party to address the matter. DXchange.io may provide the Customer’s information to a Reporter inquiring about Customer data or Customer’s use of the Services.
    7. Support. DXchange.io shall use reasonable efforts to provide Support for the DXchange.io Software and the DXchange.io Services as during the License Term, excluding the Evaluation period which doesn’t warrant to provide any support services whatsoever.
  2. CONSIDERATION. THE FEE FOR THE DXCHANGE.IO SOFTWARE AND THE DXCHANGE.IO SERVICES DURING THE LICENSE TERM SHALL BE $0 BUT IN CONSIDERATION FOR THE LICENSE GRANTED UNDER THIS LICENSE AGREEMENT, CUSTOMER AGREES TO RECEIVE MARKETING COMMUNICATIONS AND OTHER SOLICITATIONS AND MATERIALS FROM DXCHANGE.IO, AS DETERMINED BY DXCHANGE.IO IN ITS SOLE DISCRETION.
  3. TERM AND TERMINATION. THE TERM OF THIS LICENSE AGREEMENT SHALL COMMENCE ON THE EARLIER OF THE DATE THIS LICENSE AGREEMENT IS ACCEPTED BY THE CUSTOMER OR THE DATE CUSTOMER INSTALLS OR OTHERWISE ACCESSES THE DXCHANGE.IO SOFTWARE AND/OR THE DXCHANGE.IO SERVICES (THE “EFFECTIVE DATE”) AND SHALL CONTINUE FOR TWO (2) MONTHS, SUBJECT TO TERMINATION AS SET FORTH IN THIS SECTION 3. THIS LICENSE AGREEMENT MAY BE TERMINATED BY EITHER PARTY: (I) UPON TWO (2) DAYS WRITTEN NOTICE IF THE OTHER PARTY MATERIALLY BREACHES ANY PROVISION OF THIS LICENSE AGREEMENT AND THE BREACH REMAINS UNCURED WITHIN THAT TWO (2) DAY PERIOD; OR (II) EFFECTIVE IMMEDIATELY, IF THE OTHER PARTY CEASES TO DO BUSINESS, OR OTHERWISE TERMINATES ITS BUSINESS OPERATIONS; OR (III) EFFECTIVE IMMEDIATELY, IF THE OTHER PARTY BECOMES INSOLVENT OR SEEKS PROTECTION UNDER ANY BANKRUPTCY, RECEIVERSHIP, TRUST DEED, CREDITORS ARRANGEMENT, COMPOSITION OR COMPARABLE PROCEEDING, OR IF ANY PROCEEDING OF THAT NATURE IS FILED AGAINST IT; (IV) IMMEDIATELY, UPON ANY BREACH OF SECTION 1.3, SECTION 1.4 OR SECTION 6 OF THIS LICENSE AGREEMENT; OR (V) BY EITHER PARTY, UPON FIFTEEN (15) DAYS’ WRITTEN NOTICE. UPON ANY EXPIRATION OR TERMINATION OF THIS LICENSE AGREEMENT: (A) ALL LICENSES AND RIGHTS GRANTED BY DXCHANGE.IO TO CUSTOMER HEREUNDER SHALL TERMINATE; AND (B) CUSTOMER WILL CEASE ALL USE OF THE DXCHANGE.IO SOFTWARE AND THE DXCHANGE.IO SERVICES; AND (C) AND CUSTOMER SHALL IMMEDIATELY RETURN TO DXCHANGE.IO THE DXCHANGE.IO SOFTWARE AND THE DXCHANGE.IO SERVICES, ALL DUPLICATES, AND ANY DXCHANGE.IO CONFIDENTIAL INFORMATION. THE PROVISIONS OF SECTIONS 1.3, 1.4, 1.5, 3, 4, 5, 6 AND 7 SHALL SURVIVE AND REMAIN EFFECTIVE AFTER THE EFFECTIVE DATE OF TERMINATION OR EXPIRATION OF THIS LICENSE AGREEMENT.
    1. Indemnification by io. DXchange.io shall defend Customer (including payment of attorneys’ fees, expert fees and court costs) from any third-party claims that the DXchange.io Software and/or the DXchange.io Solution infringe any patent, copyright or other proprietary right and shall indemnify Customer from any amounts assessed against Customer in a resulting judgment or amounts to settle claims. If Customer’s use of the DXchange.io Software and/or the DXchange.io Solution is (or in DXchange.io’s opinion is likely to be) enjoined, DXchange.io may terminate this License Agreement and Customer’s right to use the DXchange.io Software and the DXchange.io Solution. DXchange.io shall have no obligations under this Section to the extent any infringement claim is based on: (a) any modification or alteration to the DXchange.io Software or the DXchange.io Solution not made by DXchange.io; (b) any combination or use of the DXchange.io Software or the DXchange.io Solution with products or services not approved by DXchange.io in writing; (c) Customer’s continuance of allegedly infringing activity after being notified thereof; and/or (d) use of the DXchange.io Software or the DXchange.io Solution not in accordance with the terms of this License Agreement. The remedies set forth in this Section constitute Customer’s sole and exclusive remedies, and DXchange.io’s entire liability, with respect to infringement or misappropriation of third-party intellectual property.
    2. Indemnification by Customer. Customer shall defend DXchange.io (including payment of attorneys’ fees, expert fees and court costs) from any third-party claims arising out of: (a) Customer data; or (b) Customer’s use of the Services in breach of this License Agreement.
    3. Conditions of Indemnification. Each party’s indemnification obligations under this Section 4 are conditioned on (a) prompt written notice of any claim; (b) the ability to control and direct the defence or settlement of any claim; and (c) all reasonable assistance in connection with the defence or settlement of any claim.
  4. DISCLAIMER; LIMITATION OF LIABILITY.TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE DXCHANGE.IO SOFTWARE AND THE DXCHANGE.IO SERVICES AND ANY MATERIALS OR SERVICES PROVIDED BY DXCHANGE.IO ARE PROVIDED WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF TITLE OR IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE. DXCHANGE.IO DOES NOT GUARANTEE THAT THE DXCHANGE.IO SERVICES, DOCUMENTATION OR SERVICES WILL MEET CUSTOMER’S REQUIREMENTS. DXCHANGE.IO AND ITS SUPPLIERS DO NOT WARRANT THE RESULTS OF USE OF THE DXCHANGE.IO SOFTWARE OR DXCHANGE.IO SERVICES ARE BUG/ERROR FREE OR THAT ITS USE WILL BE UNINTERRUPTED. DXCHANGE.IO DOES NOT WARRANT THAT THE DXCHANGE.IO SOFTWARE OR DXCHANGE.IO SERVICES OR ANY EQUIPMENT, SYSTEM, OR NETWORK ON WHICH THE DXCHANGE.IO SOFTWARE OR DXCHANGE.IO SERVICES ARE USED WILL BE FREE OF VULNERABILITY TO INTRUSION OR ATTACK. DXCHANGE.IO DOES NOT WARRANT THAT ANY SERVICES CONNECTING TO THE DXCHANGE.IO SOFTWARE OR DXCHANGE.IO SERVICES PROVIDED BY THIRD PARTIES OR ANY DATA PROVIDED BY THIRD PARTIES WILL BE FREE FROM ERRORS OR INTERRUPTIONS OF SERVICE. EXCEPT FOR DXCHANGE.IO’S OBLIGATIONS UNDER SECTION 4 OF THIS LICENSE AGREEMENT, (A) CUSTOMER’S SOLE REMEDY AND DXCHANGE.IO’s SOLE LIABILITY FOR ANY BREACH OF THIS  LICENSE AGREEMENT SHALL BE TO TERMINATE THE AGREEMENT, CEASE ALL USE OF THE DXCHANGE.IO SOFTWARE AND THE DXCHANGE.IO SERVICES; AND IMMEDIATELY RETURN TO DXCHANGE.IO THE DXCHANGE.IO SOFTWARE AND THE DXCHANGE.IO SERVICES, ALL DUPLICATES, AND ANY DXCHANGE.IO CONFIDENTIAL INFORMATION; (B) IN NO EVENT SHALL DXCHANGE.IO BE LIABLE FOR CONSEQUENTIAL, EXEMPLARY, PUNITIVE, INCIDENTAL, INDIRECT OR SPECIAL DAMAGES OR COSTS, INCLUDING LOST PROFITS OR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS, WHETHER OR NOT IT HAS BEEN ADVISED OF THE POSSIBILITY OF THOSE DAMAGES OR COSTS; AND (C) IN NO EVENT WILL THE AGGREGATE LIABILITY OF DXCHANGE.IO OR ANY OF ITS THIRD PARTY LICENSORS (UNDER ANY THEORY OF LIABILITY) EXCEED FIVE HUNDRED DOLLARS ($500), WHETHER ANY REMEDY SET FORTH HEREIN FAILS OF ITS ESSENTIAL PURPOSE OR OTHERWISE.
  5. CONFIDENTIAL INFORMATION. CUSTOMER ACKNOWLEDGES THAT IT MAY RECEIVE FROM DXCHANGE.IO CONFIDENTIAL INFORMATION RELATING TO DXCHANGE.IO. THAT INFORMATION SHALL BELONG SOLELY TO DXCHANGE.IO AND INCLUDES, BUT IS NOT LIMITED TO, THE TERMS OF THIS LICENSE AGREEMENT AND OTHER TECHNICAL, BUSINESS, MARKETING AND FINANCIAL INFORMATION, AND ANY DATA NOT PREVIOUSLY KNOWN THAT COULD REASONABLY BE CONSIDERED CONFIDENTIAL OR PROPRIETARY (“CONFIDENTIAL INFORMATION”). CONFIDENTIAL INFORMATION SHALL NOT INCLUDE INFORMATION WHICH: (I) IS ALREADY KNOWN TO CUSTOMER PRIOR TO DISCLOSURE BY DXCHANGE.IO; (II) BECOMES PUBLICLY AVAILABLE WITHOUT FAULT OF CUSTOMER; (III) IS RIGHTFULLY OBTAINED BY CUSTOMER FROM A THIRD PARTY WITHOUT RESTRICTION AS TO DISCLOSURE; OR (IV) IS APPROVED FOR RELEASE BY WRITTEN AUTHORIZATION OF DXCHANGE.IO. DURING AND AFTER THE TERM OF THIS LICENSE AGREEMENT, CUSTOMER SHALL: (Y) NOT USE (EXCEPT AS EXPRESSLY AUTHORIZED BY THIS LICENSE AGREEMENT) OR DISCLOSE CONFIDENTIAL INFORMATION WITHOUT THE PRIOR WRITTEN CONSENT OF DXCHANGE.IO; AND (Z) TAKE ALL REASONABLE MEASURES TO MAINTAIN THE CONFIDENTIAL INFORMATION IN CONFIDENCE. INFORMATION SHALL NOT BE DEEMED CONFIDENTIAL IF IT BECOMES PUBLIC WITHOUT BREACH OF THIS LICENSE AGREEMENT BY CUSTOMER. THE DXCHANGE.IO SERVICES AND ALL TECHNICAL INFORMATION RELATING THERETO SHALL BE CONSIDERED CONFIDENTIAL INFORMATION OF DXCHANGE.IO. CUSTOMER MAY DISCLOSE CONFIDENTIAL INFORMATION TO THE EXTENT REQUIRED BY LAW, PROVIDED THAT CUSTOMER GIVES DXCHANGE.IO REASONABLE ADVANCE NOTICE OF THE REQUIRED DISCLOSURE AND THE OPPORTUNITY TO OBTAIN APPROPRIATE CONFIDENTIAL TREATMENT FOR THE CONFIDENTIAL INFORMATION. DXCHANGE.IO MAY DISCLOSE ASPECTS OF THIS LICENSE AGREEMENT TO ITS LICENSORS TO THE EXTENT REQUIRED UNDER THE AGREEMENT WITH THE LICENSOR. DXCHANGE.IO WILL BE FREE TO USE ANY DATA, METADATA AND INFORMATION IT SO COLLECTS RELATING TO THE DXCHANGE.IO SOFTWARE AND DXCHANGE.IO SERVICES, AND MAY ALLOW OTHERS TO DO SO.
  6. Personal Data.
    1. Definitions. For purposes of this Section, “Personal Data” means any information relating to an identified or identifiable natural person that is submitted by Customer to the DXchange.io Software during this Agreement or which is received, accessed and/or processed by DXchange.io in the capacity of “processor” acting on behalf of Customer, as “controller”, in connection with the performance of the DXchange.io Software under this Agreement. “Privacy Laws” means any applicable law regarding privacy, data protection, and/or the processing of Personal Data to which DXchange.io and/or the Customer are subject, and which is applicable to the parties’ data protection obligations under this Agreement, including if applicable the General Data Protection Regulation (EU) 2016/679.
    2. Customer hereby (a) represents that it has the right to transfer the Personal Data to DXchange.io, and (b) instructs DXchange.io to process the Personal Data for the purposes of performing its obligations and complying with its rights under this Agreement and any applicable Orders. DXchange.io will process the Personal Data only in accordance with Customer’s instructions detailed in this Section 7 and Customer’s configurations and administrative settings, which shall comprise Customer’s complete instructions regarding the processing of the Personal Data. Customer retains responsibility for all data that Customer integrates through the DXchange.io Software, and is responsible for complying with applicable Privacy Law regarding the lawfulness of the Processing of Personal Data including all activities requested hereunder by Customer, and, in particular, for ensuring that the data subjects (who the data pertains to) of any data transmitted by Customer have consented to the processing of the Personal Data by DXchange.io. DXchange.io will have no liability to Customer for any breach of this Agreement resulting from DXchange.io’s compliance with Customer’s system configurations or instructions.
    3. Each party will comply with their respective obligations under the Privacy Laws in relation to the processing of Personal Data under this Agreement. Except as permitted herein or to the extent required by Privacy Laws or legal process, DXchange.io will implement appropriate technical and organizational measures to ensure a level of security appropriate to the risk, including to prevent unauthorized disclosure of or access to Personal Data by third parties, and will only store and process Personal Data as required to fulfil its obligations under this Agreement and any applicable SO’s or Orders and/or as required by the Privacy Laws. DXchange.io will notify Customer without undue delay after becoming aware of any disclosure of or access to the Personal Data by a third-party in breach of this Section and will reasonably cooperate with Customer to reasonably remediate the effects of such disclosure or access. Customer’s exclusive remedy and DXchange.io’s sole obligation for any breach of this Section 7 will be for DXchange.io to pay or reimburse Customer for the reasonable costs of notification, credit monitoring, and call center support, each to the extent made necessary by the breach and required by applicable law.
  7. GENERAL:
    1. Compliance with Laws; Export Control. Customer shall use the DXchange.io Software and the DXchange.io Services in compliance with all applicable laws, statutes, rules and regulations. Except as expressly permitted in this License Agreement, Customer shall not export or import the DXchange.io Software and the DXchange.io Services (including any Documentation) or any technical information provided under this License Agreement.
    2. Assignment. Neither this License Agreement, nor any rights, licenses nor any obligations hereunder, may be assigned by Customer without the prior written consent of DXchange.io. Any attempted assignment in violation of this License Agreement shall be void and without effect.
    3. S. Government End-Purchaser. As defined in FAR section 2.101, DFAR section 252.227-7014(a)(1) and DFAR section 252.227-7014(a)(5) or otherwise, all DXchange.io Software and DXchange.io Services and accompanying documentation provided by DXchange.io are “commercial items,” “commercial computer software” and/or “commercial computer software documentation.” Consistent with DFAR section 227.7202 and FAR section 12.212, any use, modification, reproduction, release, performance, display, disclosure or distribution thereof by or for the U.S. Government shall be governed solely by these terms and shall be prohibited except to the extent expressly permitted by these terms.
    4. European Data Transfer. To the extent Customer is located within the European Union, Customer and DXchange.io agree to the Standard Contractual Clauses located at https://distribution-cdn.io.com/DXchange.io_clickthrough_standard_data_clause.pdf.
    5. Marketing. Customer consents to DXchange.io’s use of Customer name and logo and general description of Customer’s relationship with DXchange.io in press releases and other marketing materials and appearances.
    6. Force Majeure. Each party will be excused from performance for any period during which, and to the extent that, it is prevented from performing any obligation or service as a result of causes beyond its reasonable control, including without limitation, acts of God, terrorism, strikes, lockouts, riots, acts of war, epidemics, communication line failures, and power failures, third-party created malware. For added certainty, this Section will not operate to change, delete, or modify any of the parties’ obligations under this Agreement (e.g., payment), but rather only to excuse a delay in the performance of such obligations.
    7. Miscellaneous. Should any term of this License Agreement be declared void or unenforceable by any court of competent jurisdiction, that provision shall modified, limited or eliminated to the minimum extent necessary and the declaration shall have no effect on the remaining terms hereof, which shall continue in full force and effect. The failure of either party to enforce any rights granted hereunder or to take action against the other party in the event of any breach hereunder shall not be deemed a waiver by that party as to subsequent enforcement of rights or subsequent actions in the event of future breaches. This License Agreement shall be governed by and construed in accordance with the laws of the United States and the State of California, excluding rules governing conflict of law and choice of law. The federal and state courts within San Francisco, California shall have exclusive jurisdiction to adjudicate any dispute arising out of this License Agreement. Each party hereto expressly consents to the personal jurisdiction of, and venue in, those courts and service of process being affected upon it by registered mail sent to the address set forth at the beginning of this License Agreement in the case of DXchange.io, and by registered mail to any address provided by Customer to DXchange.io in the case of Customer. The parties agree that the UN Convention on Contracts for the International Sale of Goods (Vienna, 1980) and the Uniform Computer Information Transaction Act or similar federal or state laws or regulations shall not apply to this License Agreement. This License Agreement sets forth the entire agreement of the parties with respect to the subject matter contained herein, and no oral or written statement or representations not contained in this License Agreement shall have any force or effect. Customer’s representative identified herein represents and warrants that he/she has the authority to bind Customer to the terms herein. This License Agreement may be amended only upon the written consent of both parties. In the event the parties enter into, or have entered into a formal written agreement, including, without limitation an agreement which the parties have electronically signed, the terms of that agreement shall control over the terms of this License Agreement.