“www.apxor.com” (hereinafter, the “Website”) is owned and operated by Apxor Technology Solutions Private Limited (“Company”), a company incorporated under the Companies Act 1956/2013, having its registered office at D.No:39-18-16, Industrial Estate Post, Vamsi Nagar, Madhavadhara, Vishakhapatnam – 530007, Andhra Pradesh, India.
The headings of each section in this Agreement are only for the purpose of organising the various provisions under this Agreement in an orderly manner. These headings shall not be used by either party to interpret the provisions contained under them in any manner. Further, the headings have no legal or contractual value.
We hold the sole right to modify the Terms of Service without prior permission from You or providing notice to You. The relationship creates on You a duty to periodically check the Terms of Service and stay updated on its requirements. If You continue to use the Website or avail any of its services without registration following such change, this is deemed as consent by You to the so amended policies. Your continued use of the Website and it’s services is conditioned upon your compliance with the Terms of Service, including but not limited to compliance with the Terms of Service even after alterations if any.
Apxor is a mobile app analytics platform designed to understand and solve the core problem of mobile end user retention (hereinafter, the “Services”). All data so gathered from the customers shall be used by us for analysis and benchmarking in order for the customer app to run efficiently and smoothly. The customers are required to register with us after which they shall get a free trial for a period of 14 days. Thereafter the customer can purchase SaaS based software services. Additionally, we also provide SDKs for native apps to consume.
Each party shall provide the other with reasonable cooperation, assistance, information and access as may be necessary to initiate Customer’s use of the Service. Customer is responsible for providing (i) all equipment, subscriptions and credentials necessary for Apxor to receive the Customer Data and (ii) all servers, devices, storage, software (other than the Client Libraries), databases, network and communications equipment and ancillary services needed to connect to, access or otherwise use the Service at its facility (collectively, “Customer Systems”). Customer shall ensure that all Customer Systems are compatible with the Service and comply with all configurations and specifications described in the Documentation.
Apxor shall use commercially reasonable efforts to maintain the Service availability to send and receive data, subject to downtimes resulting from maintenance, repairs and upgrades.
Apxor shall attempt to notify Customer electronically via the Service in advance of any planned downtime. Notwithstanding the foregoing, Apxor shall not be liable for any failures in the Service or any other problems which are related to (a) the Customer Data or Customer Systems or (b) outages to any telecommunications or public Internet backbones, networks or servers, or other equipment or service outside of Apxor’s facilities or control.
Apxor grants Customer a nonexclusive, nontransferable right and license (without right to sublicense) during the Service term, to (a) access and use the Service, solely for Customer’s internal business purposes and (b) download, install and use the Client Libraries in connection with Customer’s authorized use of the Service. The Service is made available to Customer solely as hosted by or on behalf of Apxor, and nothing in this Agreement shall be construed to grant Customer any right to receive any copy of the Service or any software (other than the Client Libraries). Customer’s access and use of the Service shall comply with all other conditions set forth in the Contract and Documentation signed between the parties (such as, for example, any requirements regarding data formats, number of permitted users or prohibited uses).
Apxor shall provide Customer with telephone and e-mail support for Customer’s use of the Service during Apxors’ regular business hours. Customer agrees that Apxor is not responsible to provide support for any issues resulting from problems, errors or inquiries related to Customer Systems.
From time to time, Customer may request and Apxor may agree to provide certain custom development, consulting, training or other professional services as mutually agreed to by the parties (“Professional Services”). The terms and conditions of any such arrangement for Professional Services shall be set forth in a separate statement of work executed by the parties that specifically references this Agreement, each of which shall be governed by the terms of this Agreement. Unless otherwise agreed to by the parties and set forth in the applicable statement of work, all intellectual property, and all rights embodied therein, that are created by Apxor during the performance of Professional Services shall be owned solely and exclusively by Apxor.
As part of the implementation process, Customer shall identify a primary administrative username and password that will be used to set up Customer’s account. Customer may use the administrative username and password to create sub-accounts for its employee users (each with unique login IDs and passwords). Customer shall be responsible for the acts or omissions of any person who accesses the Service using passwords or access procedures provided to or created by Customer. Apxor reserves the right to refuse registration of, or to cancel, login IDs that violate the terms and conditions set forth in this Agreement. Customer agrees to notify Apxor immediately upon learning of any unauthorized use of Customer’s account or any other breach of security. From time to time, Apxor’s personnel may log in to the Service under Customer’s account in order to maintain or improve the Service, including providing Customer assistance with technical or billing issues. Customer hereby acknowledges and consents to such access.
By registering for the Service, Apxor will provide You with limited access to the Service on a trial basis at no charge for 14 days from the date of Your registration, or such other time period (e.g. under a “Free” or “Trial” plan) as We may establish in our sole discretion (collectively Your “Free Trial”). We reserve the right to modify, cancel and/or limit the Free Trial without notice at any time.
After the Free Trial, You will either have to upgrade to an auto-renewing, paid subscription based on Your usage (a “Paid Plan”) or enter into a separate written agreement with Us for a “Business” plan, as otherwise Your access to the Service may terminate at any time (with or without notice).
Please note that upon the end of Your Free Trial, if You do not purchase a Paid Plan, You may lose access to any data stored on the Service and the Services that We provide.
By converting to a Paid Plan, You are agreeing to pay in advance the amount due for each subscription period based on Your usage. Each plan allows a maximum number of “Active users” who open Your application at least once in a month. Additionally, each plan comes with a numerical limit of user interactions “Events.” By signing up for a Plan You are responsible for all fees due for the entire subscription period – even if You cancel Your subscription.
You authorize us (or a billing agent acting on Our behalf) to charge You the applicable fees using Your selected payment method. We’ll automatically bill You in advance from the date You convert to a Paid Plan based on Your usage and on each subscription renewal until cancellation. The fees is the net amount that We must receive exclusive of any taxes and, in addition to such fees, You shall be responsible for promptly paying (to us or the appropriate taxing authority) any and all taxes, duties and tariffs, including, without limitation, sales, excise, value added, use, withholding, import/export and similar charges related to this Agreement.
Services of the Site would be available globally. Persons who are “incompetent to contract” within the meaning of the Indian Contract Act, 1872 including minors, un-discharged insolvents etc. are not eligible to use the Site.
Data Processing Addendum. To the extent Customer Content that includes Personal Information is sent by Customer through the Application Services and Customer’s use of the Application Services involves transferring Personal Information outside the European Economic Area or Switzerland to any country not deemed by the European Commission as providing an adequate level of protection for personal data, the terms of the Data Processing Addendum shall apply to such Personal Information and be incorporated into the Agreement. Under no circumstances will Apxor be deemed a data controller with respect to Customer Content under the Regulation EU 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data on the free movement of such data, and repealing Directive 95/46/EC (“General Data Protection Regulation”) or any relevant or replacement law or regulation of any Member State as defined in the General Data Protection Regulation. “Personal Information” means any Customer Content processed by Apxor pursuant to the Agreement, relating to an identified or identifiable natural person; where an “identifiable natural person” means an individual who can be identified, directly or indirectly, in particular by reference to an identification number or to one or more factors specific to the individual’s physical, physiological, mental, economic, cultural or social identity.
Apxor’s tracking and use of information collected about Customer on Apxor Sites are governed by the Apxor Privacy Statement. The Apxor Privacy Statement does not cover information Apxor processes on Customer’s behalf in the performance of the Application Services and it shall be Customer’s obligation to provide Customer’s own privacy statement or notice to its End Users. In addition, Apxor may collect registration and other information about Customer as Apxor’s customer through Apxor Sites.
Customer shall not directly or indirectly: (i) use the Service or any of Apxor Property or Confidential Information to create any service, software or documentation that performs substantially the same functionality as the Service, (ii) disassemble, decompile, reverse engineer or use any other means to attempt to discover any source code, algorithms or trade secrets underlying the Service (except and only to the extent these restrictions are expressly prohibited by applicable statutory law), (iii) encumber, sublicense, transfer, distribute, rent, lease, time-share or use any Apxor Property in any service bureau arrangement or otherwise for the benefit of any third party, (iv) adapt, combine, create derivative works of or otherwise modify any Apxor Property, (v) use or allow the transmission, transfer, export, re-export or other transfer of any software, technology or information it obtains or learns pursuant to this Agreement in violation of any export control or other laws and regulations of India or any other relevant jurisdiction, (vi) interfere or attempt to interfere with the proper working of the Service or any activities conducted on the Service; (vii) bypass any privacy settings or measures Apxor may use to prevent or restrict access to the Service (or other accounts, computer systems or networks connected to the Service); (viii) run mail list, any form of auto-responder or “spam” on the Service; or (ix) use manual or automated software, devices, or other processes to “crawl” or “spider” any page of the Sites.
“Confidential Information” shall mean all financial, business, operational, marketing or technical information disclosed by or for a party in relation to this Agreement whether disclosed in tangible, written, oral or electronic form, that is of a nature that should reasonably be considered to be confidential and proprietary. Without limitation, (a) the Service, Apxor Property and pricing information are Apxors’ Confidential Information and (b) all Customer Data (including any PII) shall be deemed Customer’s Confidential Information for purposes of this Section. Confidential Information expressly excludes any information (other than PII) to the extent that a recipient can demonstrate such information is (a) already known by it prior to receipt for the disclosing party without restriction, (b) rightfully furnished to it without restriction by a third party not in breach of any obligation to the disclosing party, (c) generally available to the public without breach of this Agreement or (d) independently developed by the recipient without reference to or use of any of the disclosing party’s Confidential Information.
Except for the specific rights expressly granted by this Agreement, the receiving party shall not use, copy or disclose any of the disclosing party’s Confidential Information without disclosing party’s prior written consent. The receiving party shall use the disclosing party’s Confidential Information solely for the purpose of exercising its rights and performing its obligations hereunder. The receiving party shall only disclose Confidential Information to its employees, contractors and agents (“Representatives”) who have a need to know for the purposes of this Agreement and are bound by substantially similar confidentiality obligations and shall use reasonable care to safeguard the disclosing party’s Confidential Information. Each party shall be responsible for any breach of confidentiality by its Representatives, as applicable. Promptly upon the disclosing party’s request at any time, the receiving party shall return all of the disclosing party’s tangible Confidential Information permanently erase all Confidential Information in electronic form and destroy all information, records, copies, summaries, analyses and materials developed therefrom. Each party may disclose the general nature, but not the specific terms, of this Agreement without the prior consent of the other party; provided, however, that either party may provide a copy of this Agreement or otherwise disclose its terms on a confidential basis in connection with any financing transaction or due diligence inquiry.
Nothing herein shall prevent a party from disclosing this Agreement or any of the other’s Confidential Information as necessary pursuant to any court order or any legal, regulatory, law enforcement or similar requirement or investigation; provided, prior to any such disclosure, the receiving party shall use reasonable efforts to (a) promptly notify the disclosing party in writing of such requirement to disclose and (b) cooperate with the disclosing party in protecting against or minimizing any such disclosure or obtaining a protective order.