Terms of Service

1 General

1.1 Definitions

Account means the personalised access credentials and associated data created for You to use the Services.

Client (You, Your) means You, Your employees, agents, representatives, and any other individuals or entities acting on Your behalf.

Confidential Information means any business, technical, or financial information related to the Disclosing Party's operations that, given the nature of the information and the circumstances surrounding its disclosure, is reasonably considered to be confidential.

Content means any templates, scripts, documents and other materials provided by Xingit to assist in using the Services.

Disclosing Party means the party who discloses Confidential Information to the other party.

Fees means the amount payable for Your use of the Services as set out on the Xingit website or business services portal.

Output means any data results or other information that is produced, generated, or derived through the use of the Services.

Receiving Party means the party who receives Confidential Information from the other party.

Services means the various Subscription plans, additional offerings and any associated software applications provided by Xingit to You under these Terms of Service.

Subscription means the arrangement by which You obtain access to the Services.

Term means the period of time between the day that Your Subscription commences and the day that Your use of the Services ceases in accordance with these Terms of Service.

Taxes means taxes, levies, duties, and other governmental charges payable in respect of the Fees.

The Act means the Privacy Act 1988 (Cth).

User means any individual or entity that ultimately uses or is intended to use the Services.

User Submission means anything You or Your Users upload, configure or customise through the Service.

Xingit means Xingit Pty Ltd (ACN 671 105 052).

2 About Xingit

Xingit is a software-as-a-service business that provides a cloud-based artificial intelligence-powered chatbot and digital worker service for sales and user engagement.

3 Terms of Service

These Terms of Service govern the provision of Services Xingit provides for You. By using our Services, You agree to these Terms of Service. These Terms of Service take effect on the first day of Your Subscription and remain effective for the duration of the Term, including any renewal period and any period that You are using the Services.

3.1 Amendments to the Terms of Service

Xingit reserves the right to amend these Terms of Service at any time. Xingit will notify You in writing of any changes. If You continue to use the Services following notification, You will be deemed to have accepted these changes.

4 Services

4.1 Subscription to the Services

Xingit offers a number of plans for the Services from which You can choose. You are required to subscribe to a plan in order to start receiving the Services. All Subscriptions to Services are subject to acceptance by Xingit. Xingit will be deemed to have accepted Your subscription to the Services upon delivery of written confirmation of Your subscription. Xingit reserves the right to refuse or cancel orders for the Services at its discretion for any reason, including but not limited to service availability, pricing errors or suspected fraud.

4.2 Free Trial

Xingit may offer in its discretion, a free trial of the Services for a specified time period (Free Trial). The Free Trial is available only to new users who have not previously subscribed to or used our Services.
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During the Free Trial:

  1. You will have access to the features and functionalities of the Services as described on the Xingit website, which may be subject to limitations or restrictions in our sole discretion;
  2. You will be bound by these Terms of Service;
  3. Xingit may modify, suspend, or terminate the Free Trial at their discretion at any time without notice.

At the end of the Free Trial, You will have the option to continue using the Service by subscribing to one of Xingit’s paid plans. If You do not subscribe to a paid plan before the end of the Free Trial, Your access to the Services will be terminated, and any data or settings configured during the Free Trial may be lost.

4.3 Account

In order to use the Services, You must open an Account with Xingit. By opening an Account, You represent and warrant that:

  1. You are a legal entity or person over the age of 16 that has the legal capacity to acquire the rights and obligations set out in these Terms of Service;
  2. Your use of the Services does not violate any applicable law, rule or regulation;
  3. all information You submit in relation to Your Account is true, accurate, current, and complete; and
  4. You will promptly notify us if Your information changes.

You are responsible for maintaining the security and confidentiality of Your Account information, including Your username and password. You accept liability for any activity occurring through Your Account due to Your failure to secure this information.You agree to notify Xingit immediately if You become aware of unauthorised use of Your Account or any other security breach. You will ensure that any Users are aware of and comply with the obligations and restrictions outlined in these Terms of Service, and You will be liable for any breaches by any User.

4.4 Changes to the Services

Xingit reserves the right to withdraw or amend the Services and any service or material it provides via the Services in its sole discretion without notice. From time to time, Xingit may restrict access to some or all of the Services to Users.

5 Fees and payment

5.1 Fees

You are required to pay the Fees to use the Services. The Fees will be charged in Your local currency or, where that currency is not an option, such other currency as indicated on the billing page when You select Your Subscription. The Fees are not cancellable and to the extent permitted by law, are not refundable. Xingit reserves the right to modify the Fees at any time in its discretion. Any modifications to the Fees will be notified to You in writing. If You continue to use the Services following notification of a change in Fees You will be deemed to have accepted the change in Fees. If You do not agree with the change in Fees You may opt not to renew Your Subscription in accordance with these Terms.

5.2 Payment

The Fees are payable at the beginning of each billing cycle (either monthly or annually depending on Your Subscription). Recurring charges may be automatically applied to Your payment method without requiring further authorisation until You either terminate Your Subscription or update Your payment method. If Your payment of the Fees fails or automatic billing fails, Xingit will issue an electronic invoice for manual payment within a specified deadline. You are responsible for any resulting fees and Your access to the Services may be suspended until payment is successfully processed. Providing inaccurate information may result in a suspension of access to the Services. Xingit reserves the right to offset any Fees You owe.

Xingit uses Stripe as a payment processor. By placing an order for a Subscription You agree:

  1. to Stripe’s End User Terms of Service and any other applicable terms, conditions and policies;
  2. that Xingit is not responsible for any errors or omissions by Stripe;
  3. that Xingit reserves the right to correct any errors made by Stripe, even if payment has already been requested or received;

5.3 Taxes

The Fees exclude all applicable Taxes. Customers must pay all Taxes related to their purchase of the Services. If Xingit must pay or collect Taxes for which the customer is responsible, Xingit will bill the customer unless a valid tax exemption certificate is provided.

5.4 Failure to pay and late payments

If You fail to pay the Fees when they are due (including in the event of a chargeback) Xingit may suspend Your access to the Services until payment is received or cancel or terminate the Services in its discretion.

If a dispute arises in respect of any Fees, You are required to make payment of any undisputed amount by the due date. Any dispute in relation to Fees must be dealt with in accordance with the Dispute Resolution process set out in these Terms of Service.

6 Use of the Services

6.1 Your responsibility

You are responsible for all activity (including any breaches of these Terms of Service) on Your Account, including that of Your Users. You will ensure Your Users are aware of and comply with the obligations and restrictions in these Terms of Service.

6.2 User Submissions

You are responsible for all User Submissions You or Your Users contribute to the Services. You will ensure the Users grant Xingit a non-exclusive, worldwide, royalty-free, transferable license to use, process, and display User Submissions for the purpose of providing the Services.

6.3 Usage Restrictions

You agree to not (and ensure that Your Users do not), directly or indirectly:

  1. upload any User Submissions that are defamatory, abusive, illegal, obscene, offensive, harassing or threatening;
  2. upload any User Submissions that violates any third party’s copyright, trademark or the personal or proprietary right;
  3. violate any applicable laws or regulations in Your use of the Services;
  4. modify, copy, translate or create derivative works based on the Services;
  5. commercially exploit the Services (including by selling, leasing, sub-licensing or otherwise);
  6. reverse engineer, decompile, or attempt to discover the source code or underlying technology of the Service without Xingit’s express authorisation or as permitted by law;
  7. disrupt the Services or permit unauthorised access to the Services;
  8. use the Services to create or support similar products or services;
  9. test the Service's vulnerability without Xingit’s express authorisation.

If Xingit determines that Your use of the Services may result or has resulted in harm to Xingit or the security or integrity of the Services, Xingit may suspend Your access to the Services in its discretion. Xingit will take reasonable steps to notify You of its determination so that the issue may be resolved.

6.4 API Access Restrictions

Xingit may offer APIs as part of the Services. Xingit reserves the right to establish and enforce usage limits on these APIs, which You agree to adhere to. Xingit also reserves the right to suspend or terminate API access at any time.

6.5 Permissions

The Services may include customisable settings allowing Users to grant permissions to other Users to perform various tasks within the Services (Permissions). You are solely responsible for setting and managing all Permissions, including determining which Users can set such Permissions. Xingit has no responsibility for managing Permissions and no liability for Permissions set by You or Your Users.

7 Third Party Services

The Services may be integrated with third-party products, services, or applications not owned or controlled by Xingit (Third-Party Services). Xingit may require Your login information for such Third-Party Services. You confirm that You have the right to share this information without breaking any of the terms of the Third-Party Services. You acknowledge that a failure to provide such login information may result in Xingit being unable to provide the Services in which case Your obligation to pay for the Services will continue until You cancel Your Subscription in accordance with these Terms of Services. In using the Services You agree to any applicable terms and conditions of the third-party service providers and where necessary, will enter into separate agreements with such providers.

8 Intellectual Property

Xingit retains all rights, title and interest (including all Intellectual Property rights) in the Services, Content and related and underlying technology, code or software contained in the Services (including any updates, enhancements, modifications, fixes or derivative works). No implied licenses are granted under these Terms of Service, and any rights not expressly granted to You are reserved by Xingit.

9 Indemnity

You agree to hold harmless and indemnify Xingit, including its subsidiaries, affiliates, officers, agents, employees, advertisers, and partners, from any third-party claims related to yours or Your Users use of the Services or violation of these Terms of Service. This includes any liabilities or expenses arising from claims, losses, damages, legal actions, judgments, litigation costs, and legal fees of any kind. In such an event, Xingit will notify You in writing of the claim or action.

10 Limitation of Liability

Xingit’s liability for any claims related to the Services will be limited to the amount You paid to the company in the 12 months preceding the claim.

Xingit will not be responsible for:

  1. any interruption to all or any part of the Services;
  2. any loss of use, data, or business interruption;
  3. any indirect, special, incidental, consequential, or punitive damages (including lost profits), even if Xingit was advised such damages might occur.

You acknowledge that these limitations are a fundamental part of this agreement, and without them, Xingit would not enter into this agreement.

11 No Warranty

The Services provided by Xingit are offered "as is" and "as available," without any express or implied warranties.

Xingit makes no representations or warranties regarding:

  1. the suitability, availability, accuracy or completeness of the Services;
  2. the results or Output You may obtain by using the services;
  3. the availability of the Services;
  4. that the services will meet Your requirements.

Xingit provides no warranty in respect of any Third-Party Services and is not responsible for any issues or claims arising from their use. All interactions with Third-Party Services are at Your own risk, and any disputes or concerns must be addressed directly with the third-party provider.

Xingit reserves the right to conduct maintainance or repairs or add updates to the Services during which time You may have reduced or no access to the Services. Xingit is not liable for any loss You may suffer as a result of any unavailability of the Services.

12 Renewal, Cancellation and Termination

12.1 Renewal and Cancellation

Your Subscription to the Services will automatically renew each billing cycle under the same terms unless cancelled by the User or Xingit. You may opt not to renew (i.e. cancel) Your Subscription by providing Xingit with 7 days written notice by emailing support@xingit.co, or by modifying Your Subscription via Your Account. Your obligation to pay the Fees will endure until the end of the then current billing cycle and Xingit will not provide a refund of such Fees.

12.2 Termination

Either party may terminate the Subscription with written notice to the other party if the other party materially breaches this Agreement and such breach is not cured within thirty (30) days after receipt of such notice.

Xingit may suspend or terminate Your Account and refuse Your use of the Services for any reason at any time.

12.3 Effect of Termination

If You terminate Your Subscription due to an uncured breach by Xingit, Xingit will refund any unused, prepaid Fees. If Xingit terminates this Agreement due to an uncured breach by You, You will pay any unpaid Fees covering the remainder of the Term after the date of termination. Termination does not absolve You of Your obligation to pay any Fees payable to Xingit for the period before the termination date. Upon termination, any rights or licenses granted by Xingit will immediately end, and You will immediately lose access to the Services and any uploaded data or User Submissions.

13 Privacy

In providing the Services Xingit will process Your data in accordance with Xingit’s Privacy Policy.

If You are legally required to do so, You are responsible for complying with the Act, including providing Xingit with any customised privacy collection notice or other statement as required under the Act.

14 Confidentiality

Both parties recognise that they may share Confidential Information with each other in the course of providing or receiving the Services. Each party agrees to keep Confidential Information confidential and to not disclose it to any third party without the prior written consent of the disclosing party. The receiving party agrees to use the Confidential Information solely for the purpose of fulfilling its obligations under these Terms of Service. Confidential Information does not include information that is: (a) publicly available through no fault of the receiving party; (b) rightfully received by the receiving party from a third party without breach of any obligation to the disclosing party; or (c) independently developed by the receiving party without reference to or use of the disclosing party's Confidential Information.

15 Miscellaneous

15.1 Assignment

You agree not to assign or transfer any of Your rights or obligations under this Agreement without Xingit’s prior written consent.

15.2 Governing Law

This Agreement is governed by the laws of New South Wales, Australia. Each party submits to the exclusive jurisdiction of the courts of New South Wales, Australia.

15.3 Entirety of Agreement

These Terms of Service form the entire agreement between us and supersedes all prior agreements, discussions, representations and warranties.

15.4 Dispute Resolution

In the event of a dispute in connection with these Terms of Service, You agree to notify us of the reasons for the dispute and the details relating to the dispute. Both parties agree to meet promptly after such notification to attempt to resolve the dispute through good faith discussions. If the dispute cannot be resolved within fourteen days of the initial meeting, the parties may then elect to commence mediation or legal proceedings.