Last Updated: 20 Feb 2026
This Dexy Subscription Terms of Service ("Agreement") is entered into by and between the Dexy entity set forth below ("Dexy") and the entity or person placing an order for or accessing any Services ("Customer" or "you"). If you are accessing or using the Services on behalf of your company, you represent that you are authorized to accept this Agreement on behalf of your company, and all references to "you" or "Customer" reference your company.
This Agreement permits Customer to purchase subscriptions to online software-as-a-service products and other services from Dexy pursuant to any Dexy ordering documents, online registration, order descriptions or order confirmations referencing this Agreement ("Order Form(s)") and sets forth the basic terms and conditions under which those products and services will be delivered.
The "Effective Date" of this Agreement is the date which is the earlier of (a) Customer's initial access to any Service through any online provisioning, registration or order process or (b) the effective date of the first Order Form referencing this Agreement.
As used in this Agreement, "Dexy" means (a) CStack Technologies Pvt Ltd., a company with mailing address at Plot No 77, EPIP INDUSTRIAL AREA, SY NO. 150, Hoodi, Bengaluru - 560066, India.
Modifications to this Agreement: From time to time, Dexy may modify this Agreement. Unless otherwise specified by Dexy, changes become effective for Customer upon renewal of Customer's current Subscription Term or entry into a new Order Form. Dexy reserves the right, in our sole discretion, to make changes or modifications to these Terms of Service at any time and for any reason. Dexy might also make reasonable efforts to notify Customer of the changes through communications via Customer's account, email or other means. In any event, continued use of the Services after the updated version of this Agreement goes into effect will constitute Customer's acceptance of such updated version.
"AUP" means Dexy's Acceptable Use Policy.
"Customer Data" means any data of any type that is submitted to the Services by or on behalf of Customer, including without limitation: (a) data submitted, uploaded or imported to the Services by Customer (including from Third Party Platforms) and (b) data provided by or about People (including chat and message logs) that are collected from the Customer Properties using the Services.
"Customer Properties" means Customer's websites, apps, or other offerings owned and operated by (or for the benefit of) Customer through which Customer uses the Services to communicate with People.
"Dashboard" means Dexy's user interface for accessing and administering the Services that Customer may access via the web or the Dexy Apps.
"Documentation" means the technical user documentation provided with the Services.
"Feedback" means comments, questions, suggestions or other feedback relating to any Dexy product or service.
"Dexy App" means any mobile application or desktop client software included in the applicable Service that is made available by Dexy.
"Dexy Code" means certain JavaScript code, software development kits (SDKs) or other code provided by Dexy for deployment on Customer Properties.
"Laws" means all applicable local, state, federal and international laws, regulations and conventions, including, without limitation, those related to data privacy and data transfer, international communications, and the exportation of technical or personal data.
"People" (in the singular, "Person") means Customer's end user customers, potential customers, and other users of and visitors to the Customer Properties.
"Permitted User" means an employee or Contractor of Customer or its Affiliate who is authorized to access the Service.
"Sensitive Personal Information" means any of the following: (i) credit, debit or other payment card data subject to the Payment Card Industry Data Security Standards ("PCI DSS"); (ii) patient, medical or other protected health information regulated by the Health Insurance Portability and Accountability Act ("HIPAA") not authorized or covered by a duly executed Business Associate Agreement with Dexy; or (iii) any other personal data of an EU citizen deemed to be in a "special category" as identified in EU General Data Protection Regulation.
"Services" means Dexy's proprietary software-as-a-service solution(s), including the Dashboard, Dexy application programming interfaces (APIs), Dexy Code and Dexy Apps, as described in the applicable Order Form.
"Taxes" means any sales, use, GST, value-added, withholding, or similar taxes or levies, whether domestic or foreign, other than taxes based on the income of Dexy.
"Third-Party Platform" means any software, software-as-a-service, data sources or other products or services not provided by Dexy that are integrated with Services as described in the Documentation.
2.1 Services Overview. Dexy's Services are a suite of video communication messaging based software-as-a-service solutions offered through a single platform. The Services are designed to enable Customer to manage communications with People through the entire lifecycle of their relationship with Customer and to provide a Dashboard for accessing and managing Customer Data regarding those People. Customer may import and export Customer Data between the Services and certain Third-Party Platforms through supported integrations. The Services also include Dexy Code deployed on Customer Properties to enable live video calling and scheduling functionality.
2.2 Provision of Services. Each Service is provided on a subscription basis for a set term designated on the Order Form (each, a "Subscription Term"). Dexy may also offer Professional Services related to certain Services. Customer will purchase and Dexy will provide the specific Services and related Professional Services (if any) as specified in the applicable Order Form.
2.3 Access to Services. Customer may access and use the Services solely for its own benefit and in accordance with the terms and conditions of this Agreement, the Documentation and any scope of use restrictions designated in the applicable Order Form. Use of and access to the Services is permitted only by Permitted Users. If Customer is given API keys or passwords to access the Services on Dexy's systems, Customer will require that all Permitted Users keep API keys, user ID and password information strictly confidential and not share such information with any unauthorized person. User IDs are granted to individual, named persons and may not be shared. Customer will be responsible for any and all actions taken using Customer's accounts and passwords.
2.4 Dexy Apps. To the extent Dexy provides Dexy Apps for use with the Services, subject to all of the terms and conditions of this Agreement, Dexy grants to Customer a limited, non-transferable, non-sublicensable, non-exclusive license during any applicable Subscription Term to use the object code form of the Dexy Apps internally, but only in connection with Customer's use of the Service.
2.5 Deployment of Dexy Code. Subject to all of the terms and conditions of this Agreement, Dexy grants to Customer a limited, non-transferable, non-sublicensable, non-exclusive license during any applicable Subscription Term to copy the Dexy Code in the form provided by Dexy on Customer Properties solely to support Customer's use of the Service. Customer must implement Dexy Code on the Customer Properties in order to enable features of the Services. Customer will implement all Dexy Code in strict accordance with the Documentation and other instructions provided by Dexy.
2.6 General Restrictions. Customer will not (and will not permit any third party to): (a) rent, lease, provide access to or sublicense the Services to a third party; (b) use the Services to provide, or incorporate the Services into, any product or service provided to a third party; (c) reverse engineer, decompile, disassemble, or otherwise seek to obtain the source code or non-public APIs to the Services, except to the extent expressly permitted by applicable law; (d) copy or modify the Services or any Documentation, or create any derivative work from any of the foregoing; (e) remove or obscure any proprietary or other notices contained in the Services; or (f) publicly disseminate information regarding the performance of the Services.
2.7 Dexy APIs. If Dexy makes access to any APIs available as part of the Services, Dexy reserves the right to place limits on access to such APIs (e.g., limits on numbers of calls or requests). Dexy may monitor Customer's usage of such APIs and limit the number of calls or requests Customer may make if Dexy believes that Customer's usage is in breach of this Agreement or may negatively affect the Services.
2.8 Trial Subscriptions. If Customer receives free access or a trial or evaluation subscription to the Service (a "Trial Subscription"), then Customer may use the Services in accordance with the terms and conditions of this Agreement for a period of fourteen (14) days or such other period granted by Dexy (the "Trial Period"). Trial Subscriptions are permitted solely for Customer's use to determine whether to purchase a paid subscription to the Services. Dexy has the right to terminate a Trial Subscription at any time for any reason. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, DEXY WILL HAVE NO WARRANTY, INDEMNITY, SUPPORT, OR OTHER OBLIGATIONS WITH RESPECT TO TRIAL SUBSCRIPTIONS.
3.1 Rights in Customer Data. As between the parties, Customer will retain all right, title and interest (including any and all intellectual property rights) in and to the Customer Data as provided to Dexy. Subject to the terms of this Agreement, Customer hereby grants to Dexy a non-exclusive, worldwide, royalty-free right to use, copy, store, transmit, modify, create derivative works of and display the Customer Data solely to the extent necessary to provide the Services to Customer.
3.2 Storage of Customer Data. Dexy does not provide an archiving service. Dexy agrees only that it will not intentionally delete any Customer Data from any Service prior to termination of Customer's applicable Subscription Term. Dexy expressly disclaims all other obligations with respect to storage.
3.3 Customer Obligations.
(a) In General. Customer is solely responsible for the accuracy, content and legality of all Customer Data. Customer represents and warrants to Dexy that Customer has all necessary rights, consents and permissions to collect, share and use all Customer Data as contemplated in this Agreement and that no Customer Data will violate or infringe (i) any third party intellectual property, publicity, privacy or other rights, (ii) any Laws, or (iii) any terms of service, privacy policies or other agreements governing the Customer Properties or Customer's accounts with any Third-Party Platforms.
(b) No Sensitive Personal Information. Customer specifically agrees not to use the Services to collect, store, process or transmit any Sensitive Personal Information unless expressly authorized by Dexy. Customer acknowledges that Dexy is not PCI DSS or HIPAA compliant. Dexy will have no liability under this Agreement for Sensitive Personal Information.
(c) Compliance with Laws. Customer agrees to comply with all applicable Laws in its use of the Services, including without limitation laws related to unsolicited advertising, marketing, the Telephone Consumer Protection Act of 1991, CANSPAM Act of 2003 and any other anti-spam laws and regulations.
(d) Disclosures on Customer Properties. Customer acknowledges that the Dexy Code causes a unique cookie ID to be associated with each Person who accesses the Customer Properties. Customer will include on each Customer Property a link to its privacy policy that discloses Customer's use of third party tracking technology to collect data about People as described in this Agreement.
(e) Social Media Data. Customer agrees not to use any Social Media Data obtained via the Services for the purposes of cookie tracking, ad exchanges, ad networks, data brokerages, or sending electronic communications in violation of applicable Law. Customer agrees to obtain all necessary clearances, consents and approvals from People in order to use Social Media Data as required under all applicable Laws.
3.4 Indemnification by Customer. Customer will indemnify, defend and hold harmless Dexy from and against any and all claims, costs, damages, losses, liabilities and expenses (including reasonable attorneys' fees and costs) arising out of or in connection with any claim arising from or relating to any Customer Data or breach or alleged breach by Customer of Section 3.3.
3.5 Aggregated Anonymous Data. Notwithstanding anything to the contrary herein, Customer agrees that Dexy may obtain and aggregate technical and other data about Customer's use of the Services that is non-personally identifiable with respect to Customer ("Aggregated Anonymous Data"), and Dexy may use the Aggregated Anonymous Data to analyze, improve, support and operate the Services and otherwise for any business purpose during and after the term of this Agreement.
Dexy agrees to use commercially reasonable technical and organizational measures designed to prevent unauthorized access, use, alteration or disclosure of any Service or Customer Data. However, Dexy will have no responsibility for errors in transmission, unauthorized third-party access or other causes beyond Dexy's control.
The Services may support integrations with certain Third-Party Platforms. By enabling use of the Services with any Third-Party Platform, Customer authorizes Dexy to access Customer's accounts with such Third-Party Platform for the purposes described in this Agreement. Customer is solely responsible for complying with any relevant terms and conditions of the Third-Party Platforms. Customer acknowledges and agrees that Dexy has no responsibility or liability for any Third-Party Platform or any Customer Data exported to a Third-Party Platform. Dexy does not guarantee that the Services will maintain integrations with any Third-Party Platform and Dexy may disable integrations at any time with or without notice to Customer.
6.1 Dexy Technology. This is a subscription agreement for access to and use of the Services. Customer acknowledges that it is obtaining only a limited right to the Services and that no ownership rights are being conveyed to Customer under this Agreement. Customer agrees that Dexy or its suppliers retain all right, title and interest (including all patent, copyright, trademark, trade secret and other intellectual property rights) in and to the Services and all Documentation, professional services deliverables and any and all related and underlying technology and documentation and any derivative works, modifications or improvements of any of the foregoing (collectively, "Dexy Technology"). Except as expressly set forth in this Agreement, no rights in any Dexy Technology are granted to Customer.
6.2 Feedback. Customer, from time to time, may submit Feedback to Dexy. Dexy may freely use or exploit Feedback in connection with any of its products or services.
7.1 Subscription Term and Renewals. Unless otherwise specified on the applicable Order Form, each Subscription Term will automatically renew for additional twelve month periods unless either party gives the other written notice of termination at least thirty (30) days prior to expiration of the then-current Subscription Term.
7.2 Fees and Payment. All fees are as set forth in the applicable Order Form and will be paid by Customer within thirty (30) days of invoice. Except as expressly set forth in Section 9 and Section 14, all fees are non-refundable. The rates in the Order Form are valid for the initial twelve (12) month period of each Subscription Term and thereafter may be subject to an automatic adjustment increase of up to ten percent (10%) per year. Customer is responsible for paying all Taxes. Any late payments will be subject to a service charge equal to 1.5% per month of the amount due or the maximum amount allowed by law, whichever is less.
7.3 Payment Via Credit Card. If you are purchasing the Services via credit card, debit card or other payment card ("Credit Card"), by providing Credit Card information and agreeing to purchase any Services, Customer hereby authorizes Dexy (or its designee) to automatically charge Customer's Credit Card on the same date of each calendar month during the Subscription Term for all fees accrued as of that date in accordance with the applicable Order Form.
7.4 Suspension of Service. If Customer's account is thirty (30) days or more overdue, Dexy reserves the right to suspend Customer's access to the applicable Service without liability to Customer until such amounts are paid in full. Dexy also reserves the right to suspend Customer's access to the Services without liability to Customer if Customer's use of the Services is in violation of the AUP.
8.1 Term. This Agreement is effective as of the Effective Date and expires on the date of expiration or termination of all Subscription Terms.
8.2 Termination for Cause. Either party may terminate this Agreement (including all related Order Forms) if the other party (a) fails to cure any material breach of this Agreement (including a failure to pay fees) within thirty (30) days after written notice; (b) ceases operation without a successor; or (c) seeks protection under any bankruptcy, receivership, trust deed, creditors' arrangement, composition, or comparable proceeding, or if any such proceeding is instituted against that party (and not dismissed within sixty (60) days thereafter).
8.3 Effect of Termination. Upon any expiration or termination of this Agreement, Customer will immediately cease any and all use of and access to all Services (including any and all related Dexy Technology) and delete (or, at Dexy's request, return) any and all copies of the Documentation, any Dexy passwords or access codes and any other Dexy Confidential Information in its possession. Customer acknowledges that following termination it will have no further access to any Customer Data input into any Service, and that Dexy may delete any such data as may have been stored by Dexy at any time.
8.4 Survival. The following Sections will survive any expiration or termination of this Agreement: General Restrictions, Trial Subscriptions, Storage of Customer Data, Indemnification by Customer, Aggregated Anonymous Data, Ownership, Fees and Payment, Payment Via Credit Card, Term and Termination, Warranty Disclaimer, Limitation of Remedies and Damages, Indemnification, Confidential Information and General Terms.
9.1 Limited Warranty. Dexy warrants, for Customer's benefit only, that each Service will operate in substantial conformity with the applicable Documentation. Dexy's sole liability (and Customer's sole and exclusive remedy) for any breach of this warranty will be, at no charge to Customer, for Dexy to use commercially reasonable efforts to correct the reported non-conformity, or if Dexy determines such remedy to be impracticable, either party may terminate the applicable Subscription Term and Customer will receive as its sole remedy a refund of any fees Customer has pre-paid for use of such Service for the terminated portion of the applicable Subscription Term. The limited warranty set forth in this Section 9.1 will not apply: (i) unless Customer makes a claim within thirty (30) days of the date on which Customer first noticed the non-conformity; (ii) if the error was caused by misuse, unauthorized modifications or third-party hardware, software or services; or (iii) to use provided on a no-charge, trial or evaluation basis.
9.2 Warranty Disclaimer. EXCEPT FOR THE LIMITED WARRANTY IN SECTION 9.1, ALL SERVICES AND PROFESSIONAL SERVICES ARE PROVIDED "AS IS". NEITHER DEXY NOR ITS SUPPLIERS MAKES ANY OTHER WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE OR NONINFRINGEMENT. DEXY DOES NOT WARRANT THAT CUSTOMER'S USE OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, NOR DOES DEXY WARRANT THAT IT WILL REVIEW THE CUSTOMER DATA FOR ACCURACY OR THAT IT WILL PRESERVE OR MAINTAIN THE CUSTOMER DATA WITHOUT LOSS OR CORRUPTION.
During the Subscription Term of each Service, Dexy will provide end user support through email or in-app messenger. Customer may report errors or abnormal behavior of the service by contacting Dexy in the Service via the in-app messenger, if available, or via email at [email protected]. Customer will provide information and cooperation to Dexy as reasonably required for Dexy to provide Support.
Dexy will provide the professional consulting services ("Professional Services") purchased in the applicable Order Form. The scope of Professional Services will be as set forth in a Statement of Work referencing this Agreement and executed by both parties. Unless Professional Services are provided on a fixed-fee basis, Customer will pay Dexy at the per-hour rates set forth in the Order Form for any excess services. Customer will reimburse Dexy for reasonable travel and lodging expenses as incurred. Dexy will retain all right, title and interest in and to any such work product, code or deliverables and any derivative, enhancement or modification thereof created by Dexy (or its agents).
12.1 Consequential Damages Waiver. EXCEPT FOR EXCLUDED CLAIMS DEFINED BELOW, NEITHER PARTY NOR ITS SUPPLIERS SHALL HAVE ANY LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT FOR ANY LOSS OF USE, LOST DATA, LOST PROFITS, FAILURE OF SECURITY MECHANISMS, INTERRUPTION OF BUSINESS, OR ANY INDIRECT, SPECIAL, INCIDENTAL, RELIANCE, OR CONSEQUENTIAL DAMAGES OF ANY KIND, EVEN IF INFORMED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE.
12.2 Liability Cap. DEXY'S AND ITS SUPPLIERS' ENTIRE LIABILITY TO CUSTOMER ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE AMOUNT ACTUALLY PAID BY CUSTOMER TO DEXY DURING THE PRIOR TWELVE (12) MONTHS UNDER THIS AGREEMENT.
12.3 Excluded Claims. "Excluded Claims" means any claim arising (a) from Customer's breach of the General Restrictions; (b) under Customer Obligations or Indemnification by Customer; or (c) from a party's breach of its obligations in the Confidential Information section (but excluding claims arising from operation or non-operation of any Service).
12.4 Nature of Claims and Failure of Essential Purpose. The parties agree that the waivers and limitations specified in this Section 12 apply regardless of the form of action, whether in contract, tort (including negligence), strict liability or otherwise and will survive and apply even if any limited remedy specified in this Agreement is found to have failed of its essential purpose.
Dexy will defend Customer from and against any claim by a third party alleging that a Service when used as authorized under this Agreement infringes a U.S. patent, U.S. copyright, or U.S. trademark and will indemnify and hold harmless Customer from and against any damages and costs finally awarded against Customer or agreed in settlement by Dexy (including reasonable attorneys' fees) resulting from such claim. The foregoing indemnification obligation of Dexy will not apply: (1) if such Service is modified by any party other than Dexy, but solely to the extent the alleged infringement is caused by such modification; (2) if such Service is combined with products or processes not provided by Dexy, but solely to the extent the alleged infringement is caused by such combination; (3) to any unauthorized use of such Service; (4) to any action arising as a result of Customer Data or any third-party deliverables or components contained within such Service; (5) to the extent the alleged infringement is not caused by the particular technology or implementation of the Service but instead by features common to any similar product or service; or (6) if Customer settles or makes any admissions with respect to a claim without Dexy's prior written consent. THIS SECTION 13 SETS FORTH DEXY'S AND ITS SUPPLIERS' SOLE LIABILITY AND CUSTOMER'S SOLE AND EXCLUSIVE REMEDY WITH RESPECT TO ANY CLAIM OF INTELLECTUAL PROPERTY INFRINGEMENT.
Each party (as "Receiving Party") agrees that all code, inventions, know-how, business, technical and financial information it obtains from the disclosing party ("Disclosing Party") constitute the confidential property of the Disclosing Party ("Confidential Information"), provided that it is identified as confidential at the time of disclosure or should be reasonably known by the Receiving Party to be confidential or proprietary due to the nature of the information disclosed and the circumstances surrounding the disclosure. Any Dexy Technology, performance information relating to any Service, and the terms and conditions of this Agreement will be deemed Confidential Information of Dexy without any marking or further designation. Except as expressly authorized herein, the Receiving Party will (1) hold in confidence and not disclose any Confidential Information to third parties and (2) not use Confidential Information for any purpose other than fulfilling its obligations and exercising its rights under this Agreement. The Receiving Party's confidentiality obligations will not apply to information that: (i) was rightfully in its possession or known to it prior to receipt of the Confidential Information; (ii) is or has become public knowledge through no fault of the Receiving Party; (iii) is rightfully obtained by the Receiving Party from a third party without breach of any confidentiality obligation; or (iv) is independently developed by employees of the Receiving Party who had no access to such information.
15.1 Assignment. Neither party may assign this Agreement without the advance written consent of the other party, except that either party may assign this Agreement in connection with a merger, reorganization, acquisition or other transfer of all or substantially all of such party's assets or voting securities.
15.2 Severability. If any provision of this Agreement will be adjudged by any court of competent jurisdiction to be unenforceable or invalid, that provision will be limited to the minimum extent necessary so that this Agreement will otherwise remain in effect.
15.3 Governing Law; Dispute Resolution.
(a) Direct Dispute Resolution. In the event of any dispute, claim, question, or disagreement arising from or relating to this Agreement ("Dispute"), the parties shall first use their best efforts to resolve the Dispute. If a Dispute arises, the complaining party shall provide written notice to the other party in a document specifically entitled "Initial Notice of Dispute." If an Initial Notice of Dispute is being sent to Dexy it must be emailed to [email protected] and sent via mail to: Attn: Legal Department, CStack Technologies Private Limited, Plot No 77, EPIP INDUSTRIAL AREA, SY NO. 150, Hoodi, Bengaluru - 560066, India. If the parties are unable to reach a resolution of the Dispute through Direct Dispute Resolution within thirty (30) days of the receipt of the Initial Notice of Dispute, then the Dispute shall subsequently be resolved by arbitration as set forth below.
(b) Arbitration. IN THE EVENT THAT A DISPUTE BETWEEN THE PARTIES CANNOT BE SETTLED THROUGH DIRECT DISPUTE RESOLUTION, THE PARTIES AGREE TO SUBMIT THE DISPUTE TO BINDING ARBITRATION. BY AGREEING TO ARBITRATE, THE PARTIES AGREE TO WAIVE THEIR RIGHT TO A JURY TRIAL. The arbitration will occur in Bangalore, India, but the parties may choose to appear by person, by phone, by another virtual means, or through the submission of documents. The result of the arbitration shall be binding on the parties. The arbitrator shall award to the prevailing party, if any, the costs and attorneys' fees reasonably incurred by the prevailing party in connection with the arbitration.
(c) Choice of Law and Jurisdiction. FOR ANY CLAIM WHICH IS NOT SUBJECT TO THIS DISPUTE RESOLUTION PROVISION, CUSTOMER AGREES TO SUBMIT AND CONSENT TO THE PERSONAL AND EXCLUSIVE JURISDICTION IN, AND THE EXCLUSIVE VENUE OF, THE STATE AND FEDERAL COURTS LOCATED WITHIN KARNATAKA, INDIA. IN ANY DISPUTE, KARNATAKA, INDIA LAW SHALL APPLY.
(d) Construction and Joinder. THIS AGREEMENT MUST BE CONSTRUED AS IF IT WAS JOINTLY WRITTEN BY BOTH PARTIES. BOTH CUSTOMER AND DEXY AGREE THAT EACH MAY BRING OR PARTICIPATE IN CLAIMS AGAINST THE OTHER ONLY IN THEIR RESPECTIVE INDIVIDUAL CAPACITIES, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS. NO ARBITRATION OR CLAIM UNDER THIS AGREEMENT SHALL BE JOINED TO ANY OTHER ARBITRATION OR CLAIM, AND NO CLASS ARBITRATION PROCEEDINGS SHALL BE PERMITTED.
(e) Injunctive Relief. Notwithstanding the above provisions, Dexy may apply for injunctive remedies (or an equivalent type of urgent legal relief) in any jurisdiction.
15.4 Notice. Any notice or communication required or permitted under this Agreement will be in writing to the parties at the addresses set forth on the Order Form or at such other address as may be given in writing by either party to the other in accordance with this Section.
15.5 Amendments; Waivers. Except as otherwise provided herein, no supplement, modification, or amendment of this Agreement will be binding, unless executed in writing by a duly authorized representative of each party to this Agreement. No provision of any purchase order or other business form employed by Customer will supersede the terms and conditions of this Agreement.
15.6 Entire Agreement. This Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements and communications relating to the subject matter of this Agreement. Customer acknowledges that the Services are on-line, subscription-based products, and that in order to provide improved customer experience Dexy may make changes to the Services, and Dexy will update the applicable Documentation accordingly.
15.7 Force Majeure. Neither party will be liable to the other for any delay or failure to perform any obligation under this Agreement (except for a failure to pay fees) if the delay or failure is due to unforeseen events that occur after the signing of this Agreement and that are beyond the reasonable control of such party, such as a strike, blockade, war, act of terrorism, riot, natural disaster, failure or diminishment of power or telecommunications or data networks or services, or refusal of a license by a government agency.
15.8 Subcontractors. Dexy may use the services of subcontractors and permit them to exercise the rights granted to Dexy in order to provide the Services under this Agreement, provided that Dexy remains responsible for (i) compliance of any such subcontractor with the terms of this Agreement and (ii) for the overall performance of the Services as required under this Agreement.
15.9 Subpoenas. Nothing in this Agreement prevents Dexy from disclosing Customer Data to the extent required by law, subpoenas, or court orders, but Dexy will use commercially reasonable efforts to notify Customer where permitted to do so.
15.10 Independent Contractors. The parties to this Agreement are independent contractors. There is no relationship of partnership, joint venture, employment, franchise or agency created hereby between the parties.
15.11 Export Control. In its use of the Services, Customer agrees to comply with all export and import laws and regulations of the United States and other applicable jurisdictions. Customer represents and warrants that it is not listed on any U.S. government list of prohibited or restricted parties or located in (or a national of) a country that is subject to a U.S. government embargo.
15.12 Government End-Users. Elements of the Services are commercial computer software. If the user or licensee of the Services is an agency, department, or other entity of the United States Government, the use, duplication, reproduction, release, modification, disclosure, or transfer of the Services, or any related documentation of any kind, is restricted by a license agreement or by the terms of this Agreement in accordance with Federal Acquisition Regulation 12.212 for civilian purposes and Defense Federal Acquisition Regulation Supplement 227.7202 for military purposes. All other use is prohibited.
15.13 Counterparts. This Agreement may be executed in counterparts, each of which will be deemed an original and all of which together will be considered one and the same agreement.