Terms of Service

Effective Date: January 15, 2025 Last Updated: January 15, 2025

AGREEMENT TO TERMS

These Terms of Service ("Terms", "Agreement") constitute a legally binding agreement between you, whether personally or on behalf of an entity ("you", "your", "Customer") and ObserviX, Inc. ("ObserviX", "we", "us", "our"), concerning your access to and use of the ObserviX platform, website located at https://observix.ai, and all related services (collectively, the "Service").

By clicking "I Accept," registering for an account, or accessing our Service, you acknowledge that you have read, understood, and agree to be bound by these Terms. If you do not agree with these Terms, you are expressly prohibited from using the Service and must discontinue use immediately.

IMPORTANT: Section 16 contains an arbitration agreement and class action waiver that affects how disputes are resolved. Please read it carefully.

1. DEFINITIONS

"Account" means your ObserviX account created to access the Service.

"Attribution Data" means the processed results showing the contribution of various marketing channels to conversions.

"Authorized User" means an individual authorized by Customer to access and use the Service under Customer's account.

"Customer Data" means any data collected, processed, or stored by the Service on behalf of Customer, including visitor data, session data, conversion data, and attribution insights.

"Event Manager" means our visual interface for mapping and tracking customer events without code.

"Pixel" means the ObserviX JavaScript tracking code installed on Customer's website.

"Service Order" means any order form, subscription selection, or agreement for specific Service tiers.

"Subscription Term" means the period during which Customer has paid for access to the Service.

"Tenant" means Customer's isolated instance within our multi-tenant architecture.

"Token" means the unit of measurement for Service usage, consumption, and billing.

2. USE OF SERVICE

2.1 Service Description

ObserviX provides a marketing analytics and attribution platform that enables businesses to:

Track visitor behavior and sessions across channels
Visualize customer journeys
Calculate multi-touch attribution
Measure marketing ROI, ROAS, and profit margins
Sync offline conversions to ad platforms

2.2 Eligibility

You must be at least 18 years old and have the legal capacity to enter into contracts. If you're using the Service on behalf of an entity, you represent that you have authority to bind that entity to these Terms.

2.3 Account Registration

To access the Service, you must:

Provide accurate, current, and complete registration information
Maintain and promptly update your account information
Keep your password confidential
Accept responsibility for all activities under your account
Notify us immediately of any unauthorized access

We reserve the right to suspend or terminate accounts that provide false information or violate these Terms.

3. SUBSCRIPTION PLANS AND PAYMENT

3.1 Subscription Tiers

ObserviX offers various subscription plans with different features and token allocations. Current plans, pricing, and features are available at https://observix.ai/pricing. We reserve the right to modify plans and pricing at any time.

3.2 Payment Terms

All fees are as specified in your Service Order or on our pricing page
Fees are quoted in U.S. dollars unless otherwise specified
Payments are due in advance on a monthly or annual basis
We accept major credit cards and payment methods supported by our payment processor
Prices may change with 30 days' notice for monthly plans, or at renewal for annual plans
All fees are non-refundable except as required by law or stated in a separate agreement

3.3 Token Usage

Tokens measure platform usage (events, sessions, processing)
Unused tokens do not roll over to subsequent periods
Additional tokens may be purchased as needed
We'll notify you when approaching token limits

3.4 Taxes

You're responsible for all applicable taxes, except those we're legally required to collect.

4. LICENSES AND OWNERSHIP

4.1 License to Use Service

Subject to these Terms and payment of fees, we grant you a limited, non-exclusive, non-transferable license to access and use the Service during your Subscription Term.

4.2 Your License to Us

You grant us a worldwide, royalty-free license to use Customer Data solely to:

Provide and improve the Service
Generate attribution insights
Create aggregated, anonymized analytics
Comply with legal obligations

4.3 Intellectual Property

We own all rights to the Service, including the Pixel code, algorithms, and interface
You retain ownership of your Customer Data
Our name, logo, and trademarks may not be used without written permission

4.4 Feedback

Any suggestions or feedback you provide becomes our property and may be used without compensation to you.

5. ACCEPTABLE USE POLICY

You agree NOT to:

5.1 Prohibited Technical Activities

Reverse engineer, decompile, or disassemble the Service
Attempt to discover source code or algorithms
Create derivative works based on the Service
Use automated systems to scrape or mine data
Interfere with or disrupt Service infrastructure
Bypass security measures or access restrictions
Use the Service to develop competing products

5.2 Prohibited Content and Conduct

Transmit malware, viruses, or malicious code
Violate any applicable laws or regulations
Infringe intellectual property rights
Collect personal data without proper consent
Engage in fraudulent or deceptive practices
Harass, abuse, or harm others
Misrepresent your identity or affiliation

5.3 Tracking Restrictions

Track individuals under 18 years of age
Collect sensitive personal information without consent
Implement tracking in violation of privacy laws
Manipulate or falsify attribution data
Generate artificial traffic or conversions

6. DATA PRIVACY AND SECURITY

6.1 Privacy Compliance

We process data according to our Privacy Policy
You must comply with all applicable privacy laws
You're responsible for obtaining necessary consents
We act as a data processor for Customer Data

6.2 Security Measures

We implement industry-standard security including:

Encryption in transit and at rest
Multi-tenant database isolation
Regular security audits
Access controls and monitoring
Incident response procedures

6.3 Data Processing Agreement

Enterprise customers may request a separate Data Processing Agreement (DPA) for additional protections.

7. CUSTOMER RESPONSIBILITIES

You are responsible for:

Proper implementation of the Pixel code
Accuracy of event tracking configuration
Compliance with privacy laws in your jurisdiction
Obtaining visitor consent where required
Maintaining backups of critical data
Ensuring Authorized Users comply with these Terms

8. SERVICE AVAILABILITY AND SUPPORT

8.1 Availability

We strive for 99.9% uptime but don't guarantee uninterrupted service
Scheduled maintenance will be communicated in advance
Support availability varies by subscription tier

8.2 Updates

We may update the Service with new features or fixes
Material changes will be communicated to users
You're responsible for implementing Pixel updates

9. CONFIDENTIALITY

Each party agrees to:

Keep confidential information private
Use it only for purposes of this Agreement
Protect it with reasonable security measures
Not disclose it except as permitted

This doesn't apply to information that's publicly available or independently developed.

10. WARRANTIES AND DISCLAIMERS

10.1 Our Warranties

We warrant that:

The Service will perform materially as described
We have the right to provide the Service
We'll use commercially reasonable security measures

10.2 Your Warranties

You warrant that:

You have rights to use Customer Data
Your use won't violate laws or rights of others
You'll comply with applicable privacy laws

10.3 DISCLAIMERS

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE". WE DISCLAIM ALL IMPLIED WARRANTIES INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE DON'T WARRANT THAT THE SERVICE WILL BE ERROR-FREE OR UNINTERRUPTED.

11. INDEMNIFICATION

11.1 Your Indemnification

You'll defend, indemnify, and hold us harmless from claims arising from:

Your use of the Service
Violation of these Terms
Infringement of third-party rights
Your Customer Data
Failure to obtain required consents

11.2 Our Indemnification

We'll defend you against claims that the Service infringes intellectual property rights, except for claims arising from:

Your unauthorized use
Modifications you make
Combination with third-party services
Use after we've notified you to stop

12. LIMITATION OF LIABILITY

12.1 EXCLUSION OF DAMAGES

NEITHER PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, REVENUE, OR DATA, EVEN IF ADVISED OF THE POSSIBILITY.

12.2 CAP ON LIABILITY

EXCEPT FOR INDEMNIFICATION OBLIGATIONS, EACH PARTY'S TOTAL LIABILITY WON'T EXCEED THE FEES PAID IN THE 12 MONTHS BEFORE THE CLAIM.

12.3 EXCEPTIONS

These limitations don't apply to:

Willful misconduct or gross negligence
Violation of confidentiality obligations
Indemnification obligations

13. TERM AND TERMINATION

13.1 Term

This Agreement begins when you accept it and continues until terminated.

13.2 Termination for Convenience

Monthly plans: Either party may terminate with 30 days' notice
Annual plans: Non-renewal notice required 30 days before renewal

13.3 Termination for Cause

Either party may terminate immediately if the other:

Materially breaches and doesn't cure within 30 days
Becomes insolvent or bankrupt
Violates applicable laws

13.4 Effect of Termination

Upon termination:

Your access to the Service ends immediately
We'll provide Customer Data for 30 days upon request
All fees owed become due
Confidentiality and liability provisions survive

14. MODIFICATIONS TO TERMS

We may modify these Terms by:

Posting updated Terms on our website
Notifying you via email or in-app notice
Updates take effect 30 days after notice
Continued use constitutes acceptance

Material adverse changes won't apply to current paid periods.

15. GOVERNING LAW

These Terms are governed by the laws of the State of Illinois, USA, without regard to conflict of law principles. This choice of law is intended to maximize the enforceability of these Terms.

16. DISPUTE RESOLUTION

16.1 Informal Resolution

Before formal proceedings, parties agree to attempt resolution through good-faith negotiation for at least 30 days.

16.2 Binding Arbitration

Any disputes not resolved informally will be resolved through binding arbitration under JAMS Streamlined Arbitration Rules, except:

Claims in small claims court
Injunctive relief for IP violations
You may opt out within 30 days of first use

16.3 Class Action Waiver

ALL CLAIMS MUST BE BROUGHT INDIVIDUALLY. NO CLASS ACTIONS, CONSOLIDATED ACTIONS, OR REPRESENTATIVE ACTIONS ARE PERMITTED.

16.4 Venue

If litigation is permitted, exclusive venue is in Cook County, Illinois or federal court in the Northern District of Illinois.

17. GENERAL PROVISIONS

17.1 Entire Agreement

These Terms, Privacy Policy, and Service Orders constitute the entire agreement between parties.

17.2 Assignment

You can't assign these Terms without our written consent. We may assign our rights to affiliates or successors.

17.3 Severability

If any provision is unenforceable, the rest remains in effect.

17.4 No Waiver

Failure to enforce any right isn't a waiver of that right.

17.5 Force Majeure

Neither party is liable for delays due to circumstances beyond reasonable control.

17.6 Relationship

Nothing creates a partnership, joint venture, or employment relationship.

17.7 Notices

Send legal notices to:

ObserviX, Inc. 20 N Wacker Dr, Suite 1200 Chicago, IL 60606 Email: info@observix.ai

17.8 Export Compliance

You'll comply with all applicable export laws and regulations.

17.9 Third-Party Beneficiaries

There are no third-party beneficiaries to these Terms.

18. CONTACT INFORMATION

For questions about these Terms:

Email: info@observix.ai
Phone: +1-626-866-1457
Address: ObserviX, Inc., 20 N Wacker Dr, Suite 1200, Chicago, IL 60606

By using ObserviX, you acknowledge that you have read, understood, and agree to be bound by these Terms of Service.