Terms of Service

1. Acceptance of Terms

These Terms of Service ("Terms") constitute a legally binding agreement between you ("User," "you," or "your") and Vaxlin Pte. Ltd. ("Vaxlin," "we," "us," or "our") governing your access to and use of our AI-powered quote and order automation platform and related services (collectively, the "Services"). By accessing, browsing, or using our Services, you acknowledge that you have read, understood, and agree to be bound by these Terms and our Privacy Policy. If you do not agree with any part of these Terms, you must not use our Services.

2. Service Description

Vaxlin provides an AI-powered platform that automates quote and order processing for distributors and manufacturers. Our Services include:

• AI-based specification processing and product matching
• Voice AI agents for customer request handling
• Email-based quote and order automation
• Integration with ERP, CRM, and other business systems
• Custom AI model training on your specific data
• Analytics and reporting capabilities

3. Eligibility and Account Registration

3.1 Eligibility

You must be at least 18 years old and legally capable of entering into binding contracts to use our Services. By using our Services, you represent and warrant that you meet these requirements.

3.2 Account Creation

To access certain features, you must create an account. You agree to:

• Provide accurate, current, and complete information
• Maintain and promptly update your account information
• Maintain the security and confidentiality of your login credentials
• Immediately notify us of any unauthorized access to your account
• Accept responsibility for all activities under your account

4. License and Restrictions

4.1 License Grant

Subject to your compliance with these Terms, Vaxlin grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use our Services for your internal business purposes during the subscription term.

4.2 Restrictions

You shall not:

• Copy, modify, or create derivative works of the Services
• Reverse engineer, decompile, or disassemble any part of the Services
• Rent, lease, sell, or sublicense access to the Services
• Use the Services to develop competing products or services
• Remove, alter, or obscure any proprietary notices on the Services
• Use the Services in any manner that violates applicable laws or regulations
• Interfere with or disrupt the integrity or performance of the Services
• Attempt to gain unauthorized access to any portion of the Services

5. Data and Intellectual Property

5.1 Your Data

You retain all rights, title, and interest in your data uploaded to or processed through our Services ("Customer Data"). You grant us a limited license to use Customer Data solely to provide and improve the Services for your benefit. We will not use your Customer Data to train external AI models or share it with other customers.

5.2 Our Intellectual Property

All intellectual property rights in the Services, including software, algorithms, AI models, designs, logos, and content, are owned by Vaxlin or our licensors. These Terms do not grant you any rights to our intellectual property except as explicitly stated.

6. Fees and Payment

6.1 Subscription Fees

You agree to pay all fees associated with your subscription plan as described in your service agreement. Fees are billed in advance on a recurring basis (monthly or annually) and are non-refundable except as required by law.

6.2 Payment Terms

Payment is due upon invoice receipt unless otherwise agreed. Late payments may result in suspension of Services and may incur late fees. All fees are exclusive of applicable taxes, which you are responsible for paying.

6.3 Price Changes

We reserve the right to modify our pricing with 30 days' notice. Price changes will not affect your current subscription term but will apply upon renewal.

7. Service Level and Support

We strive to maintain high availability of our Services. Service level commitments, uptime guarantees, and support terms are specified in your service agreement. While we make commercially reasonable efforts to ensure reliability, we do not guarantee uninterrupted or error-free operation of the Services.

8. Confidentiality

Both parties agree to maintain the confidentiality of any proprietary or confidential information disclosed during the course of using the Services. This obligation survives termination of these Terms for a period of three (3) years.

9. Warranties and Disclaimers

9.1 Our Warranties

We warrant that the Services will perform substantially in accordance with our published documentation. This warranty is subject to your proper use of the Services and does not cover issues caused by misuse, unauthorized modifications, or third-party integrations.

9.2 Disclaimer

EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR COURSE OF PERFORMANCE. WE DO NOT WARRANT THAT THE SERVICES WILL MEET YOUR REQUIREMENTS OR THAT OPERATION WILL BE UNINTERRUPTED OR ERROR-FREE.

10. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL VAXLIN BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR RELATED TO YOUR USE OF THE SERVICES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

OUR TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS SHALL NOT EXCEED THE AMOUNT YOU PAID TO US IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE LIABILITY.

11. Indemnification

You agree to indemnify, defend, and hold harmless Vaxlin and its officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, and expenses arising out of or related to: (a) your use of the Services, (b) your violation of these Terms, (c) your violation of any rights of another party, or (d) your Customer Data.

12. Term and Termination

12.1 Term

These Terms commence when you first access the Services and continue until terminated in accordance with these Terms.

12.2 Termination for Convenience

Either party may terminate these Terms by providing written notice in accordance with the notice period specified in your service agreement.

12.3 Termination for Cause

We may immediately suspend or terminate your access to the Services if: (a) you breach these Terms, (b) you fail to pay fees when due, (c) your use of the Services poses a security risk, or (d) we are required to do so by law.

12.4 Effect of Termination

Upon termination, your right to access the Services will immediately cease. We will provide you with access to export your Customer Data for thirty (30) days following termination, after which we may delete your data in accordance with our data retention policies.

13. Governing Law and Dispute Resolution

These Terms shall be governed by and construed in accordance with the laws of Singapore, without regard to its conflict of law provisions. Any dispute arising out of or relating to these Terms shall be resolved through binding arbitration in Singapore in accordance with the Singapore International Arbitration Centre (SIAC) rules, except that either party may seek injunctive relief in any court of competent jurisdiction.

14. Changes to Terms

We reserve the right to modify these Terms at any time. We will provide notice of material changes by posting the updated Terms on our website and updating the "Last updated" date. Your continued use of the Services after changes become effective constitutes acceptance of the modified Terms. If you do not agree to the changes, you must stop using the Services.

15. General Provisions

15.1 Entire Agreement

These Terms, together with your service agreement and Privacy Policy, constitute the entire agreement between you and Vaxlin regarding the Services.

15.2 Severability

If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions will continue in full force and effect.

15.3 Waiver

No waiver of any provision of these Terms shall be deemed a further or continuing waiver of such provision or any other provision.

15.4 Assignment

You may not assign or transfer these Terms without our prior written consent. We may assign these Terms without restriction.

15.5 Force Majeure

Neither party shall be liable for any failure or delay in performance due to circumstances beyond its reasonable control.

16. Contact Information

If you have any questions about these Terms or wish to provide notice under these Terms, please contact us: