Goxee Dealer Terms of Service
Effective Date: August 1, 2026
1. Agreement, Parties, and Scope
These Terms of Service (the "Terms") are a binding agreement between Goxee Dealer Corp ("Goxee," "we," "us," or "our") and the business or other legal entity that orders, accesses, or uses the Services (the "Customer," "you," or "your"). If an individual accepts these Terms for a business or other entity, that individual represents that they have authority to bind the entity, and "Customer" means that entity.
The "Services" include Goxee's online and offline software, websites, applications, dashboards, communications tools, hosted services, support, updates, content, and proprietary tools, including beta or pre-release features. These Terms also apply to additional Services that the Customer orders while these Terms are in effect, unless separate terms accompany those Services.
You may use the Services only if you agree to these Terms. You represent that the information you provide is accurate and complete and that each person accepting these Terms is at least eighteen (18) years old and legally able to enter into this agreement.
Service-specific policies, acceptable-use rules, notices, order forms, proposals, and service schedules may be incorporated by reference. If separate written terms apply to a particular Service, those specific terms control for that Service to the extent of a direct conflict.
2. Subscription Documentation and Order of Precedence
"Subscription Documentation" means a PandaDoc agreement, order form, proposal, quote, online checkout, activation record, or other written or electronic document accepted by the Customer that identifies the purchased Service, price, Subscription Start Date, term, usage allowance, implementation scope, or other commercial terms.
“Subscription Start Date” means the date Goxee first successfully charges the Customer for the applicable paid Subscription. That date begins the Initial Subscription Term and monthly billing schedule. Each separately ordered Subscription has its own Subscription Start Date unless the applicable Subscription Documentation expressly provides otherwise. Later recurring charges do not restart the Initial Subscription Term. Completion of onboarding, account connections, configuration, activation, or campaign launch is not a condition to the Subscription Start Date.
These Terms and the applicable Subscription Documentation form the complete agreement for the purchased Services. If they conflict, the Subscription Documentation controls for the specific Service, price, Subscription Start Date, usage allowance, Initial Subscription Term, Renewal Term, or implementation obligation it expressly identifies. These Terms control on other matters unless the Subscription Documentation expressly states that it overrides a particular provision of these Terms.
3. Accounts, Administrative Users, and Security
Requesting a trial does not by itself create a Service account. Goxee may request additional information before providing a trial or account access.
The Customer is responsible for its account, credentials, associated user accounts, and all activity conducted through them. The Customer must:
• provide accurate and current account, billing, and contact information;
• keep usernames, passwords, authentication codes, and other credentials confidential;
• promptly notify Goxee of suspected unauthorized access or a security incident involving the account;
• authorize each user who accesses the Services on its behalf; and
• manage user permissions, including purchasing permissions.
The administrative email address associated with the account controls the account unless the Customer completes Goxee's approved process for changing it. The Customer is responsible for acts and omissions of its authorized users and for charges incurred by users to whom it grants purchasing access.
An authorized user may access the Services only for the Customer's lawful internal business purposes and only with credentials the Customer authorizes that user to use.
4. Customer Obligations and Acceptable Use
The Customer and its users must comply with applicable laws, these Terms, and any policies or notices Goxee provides. The Customer may not, and may not allow another person to:
1. use the Services unlawfully or in a manner that infringes or violates another person's rights;
2. harm, disable, overburden, disrupt, or interfere with the Services, Goxee, another customer, or any connected network;
3. send spam, unlawful marketing, or communications for which the Customer lacks required consent;
4. access another customer's account without authorization;
5. resell, sublicense, redistribute, rent, lease, or provide the Services to a third party except under a written agreement with Goxee;
6. use an unauthorized bot, spider, scraper, automated process, or other means to access or modify the Services;
7. circumvent security controls, usage limits, or access restrictions;
8. reverse engineer, decompile, disassemble, copy, or create derivative works from the Services except to the limited extent applicable law expressly permits;
9. remove or obscure proprietary notices;
10. use the Services to benchmark, copy, or develop a competing service; or
11. upload malicious code or content that is unlawful, infringing, deceptive, defamatory, or harmful.
The Customer is solely responsible for determining whether its use of the Services complies with laws applicable to its business, including privacy, advertising, telemarketing, communications, call-recording, and data-protection laws.
4.1 Communications Compliance
If the Customer uses the Services to initiate, send, receive, route, record, monitor, transcribe, or analyze telephone calls, text messages, emails, or other communications, the Customer—not Goxee—is the sender, caller, or initiator of those communications and is responsible for the content, recipients, timing, purpose, and manner of the communications.
The Customer must:
1. comply with all federal, state, and local laws and regulations applicable to the communications, including the Telephone Consumer Protection Act, Telemarketing Sales Rule, CAN-SPAM Act, state telemarketing and "mini-TCPA" laws, Do-Not-Call requirements, call-recording and wiretapping laws, and legally binding carrier or registration requirements;
2. before communicating, obtain and document every consent, authorization, and permission required for the particular communication, including prior express written consent when required, and have authority to provide the applicable telephone number, email address, recording, or other data to Goxee for processing;
3. use purchased, rented, appended, or third-party contact lists only if the Customer has verified that its proposed use is lawful and supported by all required consent;
4. provide all required disclosures, identify the sender or caller accurately, avoid misleading caller-identification information, and comply with applicable calling hours, frequency limits, and automated-message requirements;
5. maintain and apply internal suppression and Do-Not-Call lists, check any legally required registry, and promptly honor every revocation of consent, opt-out request, "STOP" request, or other legally recognized request not to receive further communications;
6. obtain the consent of every party when required before recording, monitoring, transcribing, or using automated or artificial-intelligence features with a communication;
7. maintain records reasonably sufficient to demonstrate compliance for the period required by applicable law and provide evidence of consent or compliance to Goxee upon reasonable request; and
8. configure and supervise its users, campaigns, contact lists, integrations, and suppression settings so that an opt-out or consent change is applied across the Customer's relevant systems.
Goxee may provide tools intended to help the Customer manage consent or opt-outs, but Goxee does not determine whether a particular consent is legally sufficient, whether a contact may lawfully be called or messaged, or whether the Customer has configured the Services correctly. The Customer must not rely on the Services as a substitute for its own compliance program. Goxee may suspend an affected communication feature when it reasonably believes continued use may violate law, carrier requirements, these Terms, or the rights of another person.
4.2 Customer Cooperation and Service Setup
The Customer must timely complete the actions reasonably necessary for Goxee to implement, activate, and operate the purchased Services. These actions may include providing information, materials, instructions, and approvals; participating in necessary onboarding; and connecting, authorizing, and maintaining access to required third-party accounts.
Goxee will identify the required actions and provide reasonable instructions and assistance. A “Customer Delay” means a delay or inability to implement, activate, or operate an affected Service to the extent caused by the Customer’s failure to complete those actions after receiving notice and a reasonable opportunity to do so, provided Goxee is otherwise ready and able to perform its corresponding obligations.
Goxee’s affected performance deadlines will be extended by the Customer Delay and any reasonable time needed to resume performance. The billing consequences of a Customer Delay are described in Section 8.9.
5. Service Availability, Limits, and Changes
Goxee may establish reasonable limits on storage, users, messages, transactions, bandwidth, retention periods, usage, or other Service resources. Applicable limits may be described in the Services, published documentation, or Subscription Documentation. Goxee may restrict or suspend use that materially exceeds those limits after providing notice and a reasonable opportunity to correct the issue when practicable.
Goxee may update, improve, replace, or discontinue features. If Goxee permanently removes core functionality from a paid Service during a Subscription Term and that removal materially reduces the Service purchased by the Customer, the parties will work in good faith on a reasonable replacement, credit, or termination of the materially affected Service.
Goxee may update these Terms. A material change will take effect for an existing paid Subscription no earlier than the next Renewal Term unless the change is required sooner by law, necessary to address a material security risk, or affirmatively accepted by the Customer. Goxee will provide clear notice of material changes and information about non-renewal before they take effect.
6. Beta and Pre-Release Features
Goxee may provide alpha, beta, trial, preview, or other pre-release features. Those features may be incomplete, unavailable, changed, or discontinued at any time and may contain errors. Unless Goxee expressly agrees otherwise in writing, beta and pre-release features are provided "as is" without service-level, support, maintenance, storage, or continued-availability commitments.
7. Subscription Terms and Automatic Renewal
"Subscription" means a paid, recurring right to access one or more Services. "Initial Subscription Term" and "Renewal Term" have the meanings below. Together they are the "Subscription Term."
7.1 Six-Month Subscriptions
Unless the applicable Subscription Documentation expressly designates a twelve-month term, the Initial Subscription Term is six (6) consecutive months beginning on the Subscription Start Date. After the Initial Subscription Term, the Subscription automatically renews for successive six (6)-month Renewal Terms.
7.2 Twelve-Month Subscriptions
When the applicable Subscription Documentation expressly designates a twelve-month term, the Initial Subscription Term is twelve (12) consecutive months beginning on the Subscription Start Date. After the Initial Subscription Term, the Subscription automatically renews for successive twelve (12)-month Renewal Terms.
7.3 Automatic Renewal and Non-Renewal Deadline
AFTER THE INITIAL SUBSCRIPTION TERM, EACH SUBSCRIPTION AUTOMATICALLY RENEWS FOR THE APPLICABLE SIX (6)-MONTH OR TWELVE (12)-MONTH RENEWAL TERM UNLESS EITHER PARTY GIVES WRITTEN NOTICE OF NON-RENEWAL AT LEAST THIRTY (30) DAYS BEFORE THE END OF THE THEN-CURRENT SUBSCRIPTION TERM.
A notice received fewer than thirty (30) days before the end of the current Subscription Term does not prevent the next Renewal Term and will take effect at the end of that Renewal Term unless Goxee agrees otherwise in writing.
7.4 Separately Ordered Services
Each separately ordered Subscription has its own Subscription Start Date and Subscription Term unless the applicable Subscription Documentation expressly makes it coterminous with another Subscription.
8. Fees, Monthly Billing, and Payment Authorization
8.1 Monthly Billing
Unless the applicable Subscription Documentation states otherwise, Goxee bills Subscription Fees monthly in advance beginning on the Subscription Start Date and on the corresponding billing date of each following month.
MONTHLY BILLING IS A PAYMENT SCHEDULE ONLY. IT DOES NOT CREATE A MONTH-TO-MONTH SUBSCRIPTION OR A RIGHT TO CANCEL OR TERMINATE A SUBSCRIPTION TERM EARLY.
By accepting a Subscription, the Customer commits to pay every monthly Subscription Fee falling within the entire Initial Subscription Term and each Renewal Term. The payment obligation is not eliminated by non-use, a request for early deactivation, removal of an authorized user, a change in ownership or management, or revocation or replacement of a payment method.
8.2 Payment-Method Authorization
The Customer authorizes Goxee to charge the credit card, debit card, ACH account, or other payment method the Customer provides for:
• monthly Subscription Fees throughout the applicable Subscription Term;
• taxes, usage-based charges, and approved recurring add-ons;
• implementation fees and one-time purchases made by the Customer or its authorized users; and
• other amounts the Customer expressly authorizes or owes under the agreement.
This authorization applies to replacement payment methods that the Customer later provides. The Customer may revoke authorization for a particular payment method by written notice and must provide a valid replacement method. Goxee will stop using a revoked payment method after a reasonable processing period and as required by law. Revoking or replacing a payment method does not cancel a Subscription or eliminate an amount owed.
If Goxee cannot process a charge, it may invoice the Customer or use another valid payment method the Customer has provided.
8.3 Taxes and Excluded Charges
Fees exclude applicable taxes, government charges, telecommunications or carrier charges, internet access, advertising spend, third-party fees, hardware, usage charges, one-time purchases, custom project work, and professional services unless the Subscription Documentation expressly includes them. The Customer is responsible for those amounts.
One-time purchases and pass-through or variable charges are not Subscriptions. Excluding a charge from the Subscription Term does not make the charge refundable.
8.4 Prices and Price Changes
The base Subscription Fee stated in the Subscription Documentation will not change during the current Subscription Term except for an adjustment expressly triggered by agreed usage, inventory, location, user, or other pricing metrics.
Goxee may change the base Subscription Fee for a future Renewal Term by giving at least forty-five (45) days' written notice before the Renewal Term begins. The notice will describe the new price and how to submit a notice of non-renewal.
Taxes, third-party charges, government fees, carrier charges, and usage-based charges may change during a Subscription Term to the extent permitted by the applicable Subscription Documentation and law.
8.5 Plan Changes
A Service upgrade or added recurring Service may create a new Subscription Term or become coterminous with an existing Subscription, as stated in the applicable Subscription Documentation. A downgrade does not create a refund or credit and ordinarily takes effect at the end of the current Subscription Term unless Goxee agrees otherwise in writing.
8.6 Billing Statements and Errors
Goxee may provide billing statements electronically. The Customer must notify Goxee of a claimed billing error within one hundred twenty (120) days after the error first appears. Goxee will investigate and correct verified errors. Nothing in this paragraph limits a right that cannot lawfully be waived.
8.7 Late Payments and Collection Costs
Overdue amounts may accrue a late charge equal to the lesser of one percent (1%) per month or the maximum rate permitted by law. The Customer is responsible for reasonable costs Goxee incurs to collect undisputed overdue amounts, including reasonable attorneys' fees and collection costs, to the extent permitted by law.
Before suspending or terminating a paid Service solely for nonpayment, Goxee will provide written notice and ten (10) calendar days to cure the nonpayment.
8.8 Refunds and Promotional Guarantees
Subscription Fees and other charges are non-refundable and non-creditable except where required by law, expressly provided in the applicable Subscription Documentation, or owed as a remedy for Goxee's uncured material breach or termination without cause.
Goxee does not offer a general thirty (30)-day money-back guarantee. A trial, refund right, service credit, or promotional guarantee applies only if it is stated in written offer terms issued by Goxee and only according to those terms.
8.9 Billing During Customer Delays
Subscription Fees begin on the Subscription Start Date and continue on the agreed billing schedule during a Customer Delay, even if the affected Service has not been fully configured, activated, or launched, or cannot be used.
A Customer Delay does not postpone the Subscription Start Date, pause billing, extend the Subscription Term, constitute cancellation or notice of non-renewal, or independently entitle the Customer to a refund, credit, or replacement service period.
For example, if the Customer purchases Facebook advertising management but fails to connect its advertising account or grant required permissions after Goxee provides reasonable instructions and an opportunity to complete those steps, the applicable Subscription Fees continue during the resulting Customer Delay even though advertising campaigns have not launched.
Goxee will make reasonable efforts to contact the Customer about outstanding setup requirements and will remain ready and able to proceed once those requirements are satisfied, subject to reasonable rescheduling. These efforts do not suspend billing or waive amounts owed. The Customer’s subsequent completion of setup, or a later complaint about charges incurred during a Customer Delay, does not independently create a right to a refund or credit for that period.
This section applies to Subscription Fees, including any agreed recurring management fee. It does not authorize Goxee to treat unspent advertising funds as earned management fees or charge third-party costs that were not incurred or otherwise contractually payable.
This section does not excuse Goxee’s own breach, apply to delays to the extent caused by Goxee, or limit the exceptions in Section 8.8 or termination rights under Section 11.4. Non-renewal remains governed by Sections 7 and 10.
9. Trial Offers
Goxee may offer a free or discounted trial under separate offer terms. Unless those terms state otherwise:
1. a trial does not begin a paid Subscription Term;
2. Goxee may require a payment method before continuing paid access after the trial;
3. if Goxee clearly discloses that the trial will convert to a paid Subscription, the paid Subscription begins on the disclosed Subscription Start Date unless the Customer cancels the conversion before the trial ends;
4. if no payment method is available, Goxee may invoice the Customer or end or downgrade access; and
5. the Customer is responsible for exporting data before a trial ends or access is downgraded.
No trial creates a general money-back guarantee for a later paid Subscription.
10. Non-Renewal and Cancellation Process
The Customer may give written notice of non-renewal at any time by emailing support@goxeedealer.com from an administrative email address associated with the account or by using another written cancellation method Goxee makes available. Goxee may give notice of non-renewal to the Customer's administrative email address.
Goxee will confirm receipt of an emailed notice. Confirmation is evidence of receipt but is not a condition of a timely notice. The Customer should contact Goxee if it does not receive confirmation. A telephone call may be used to request assistance, but the thirty-day non-renewal requirement must be satisfied by a written notice from the Customer or a written confirmation issued by Goxee at the Customer's request.
Unless the Customer validly terminates for Goxee's uncured material breach, a cancellation request is a notice of non-renewal and takes effect only at the end of the current Subscription Term.
Subject to the Customer remaining current and compliant with the agreement, Goxee will continue providing access, and the Customer will continue paying monthly, through the last day of the current Subscription Term. At the Customer's written request, Goxee may disable access earlier. Early deactivation does not shorten the Subscription Term, create a refund or credit, or eliminate monthly Subscription Fees owed through term-end.
11. Suspension and Termination for Cause
11.1 Nonpayment
Goxee may suspend or terminate an affected Service if the Customer fails to cure nonpayment within ten (10) calendar days after written notice.
11.2 Other Material Breach
Either party may terminate an affected Subscription if the other party materially breaches the agreement and does not cure a breach capable of cure within thirty (30) calendar days after receiving written notice that describes the breach in reasonable detail.
Goxee may immediately suspend access to the extent reasonably necessary to prevent suspected fraud, unlawful activity, a material security threat, or material harm to Goxee, the Services, another customer, or a third party. Goxee will provide notice when legally and reasonably permitted and will restore access after the condition is cured if the agreement has not been terminated.
11.3 Effect of Customer Breach
If Goxee suspends or terminates a Subscription because of the Customer's uncured breach, the Customer remains responsible for all Subscription Fees through the end of the applicable Subscription Term. Those fees remain due on the original monthly billing schedule; suspension or termination does not convert them into an annual or term-length advance payment.
11.4 Effect of Goxee Breach or Termination Without Cause
If the Customer terminates an affected Subscription because Goxee fails to cure its material breach within the applicable cure period, the Customer's duty to pay future Subscription Fees for that Subscription ends on the effective termination date.
If Goxee terminates a Subscription before term-end without Customer breach or another cause permitted by the agreement, Goxee will stop future Subscription billing and provide a prorated refund or credit for prepaid, unused Subscription Fees.
12. Effect of Expiration or Termination
When a Subscription expires or terminates, the Customer's right to access the affected Service ends. The Customer is responsible for exporting data it needs before access ends. Subject to applicable law, Goxee's Privacy Policy, and any separate data-processing obligations, Goxee may delete Customer data after expiration or termination.
Expiration or termination does not affect obligations already accrued or provisions that by their nature should survive, including payment, intellectual-property, confidentiality, warranty disclaimer, limitation-of-liability, indemnity, claim-limitation, dispute, and governing-law provisions.
13. Customer Content and Editorial Control
"Customer Content" means data, documents, information, advertisements, communications, messages, media, links, and other materials the Customer or its users submit, store, send, or publish through the Services.
As between the parties, the Customer retains ownership of Customer Content. The Customer grants Goxee and its service providers a non-exclusive, worldwide license to host, copy, transmit, display, modify, and otherwise process Customer Content only as reasonably necessary to:
• provide, secure, support, and improve the Services;
• follow the Customer's instructions;
• prevent or address technical, fraud, safety, or security issues; and
• comply with law and enforce the agreement.
The Customer represents that it has all rights and permissions required for Goxee to process Customer Content as described in these Terms. The Customer is solely responsible for Customer Content and for its users' collection, use, disclosure, and publication of that content.
Goxee does not endorse Customer Content. Goxee may remove or restrict content that it reasonably believes violates law, these Terms, another person's rights, or an applicable policy. When practicable, Goxee will provide notice of removal.
Content made public through the Services may be viewed, copied, or redistributed by others. The Customer is responsible for selecting appropriate access settings and must not publish confidential or personal information without authorization.
Technical processing may modify the format, size, or storage characteristics of Customer Content as reasonably necessary to operate the Services.
14. Intellectual-Property Complaints and Third-Party Links
The Customer may not use the Services to infringe copyrights, trademarks, or other intellectual-property rights. Goxee may remove allegedly infringing content and suspend repeat infringers as permitted by law.
Notices of claimed copyright infringement should be sent to Goxee's designated copyright agent using the contact information Goxee publishes for that purpose and should include the information required by 17 U.S.C. § 512(c)(3).
The Services may contain links to third-party websites or content. Goxee provides those links for convenience and does not control or endorse the third-party materials. Goxee may disable a link that violates these Terms or applicable law.
15. Privacy, Data Processing, and Security
Goxee collects, uses, protects, and discloses personal information as described in its posted Privacy Policy and applicable law. The Customer acknowledges that Goxee and its service providers may process information in the United States and other jurisdictions where they operate, subject to applicable data-protection requirements.
Goxee may collect Service performance, device, diagnostic, and usage information to operate, secure, support, and improve the Services. Goxee may use security tools, filtering, rate limits, and other protective technologies that can affect access or content delivery.
Goxee uses reasonable administrative, technical, and organizational safeguards designed to protect its systems and data. No online service can guarantee absolute security, uninterrupted availability, or prevention of every cyberattack, outage, vulnerability, or unauthorized act.
If the Customer collects personal information through the Services, the Customer must provide all legally required privacy notices, obtain all legally required consents, publish and follow an appropriate privacy policy, and use personal information only as permitted by law and its disclosed policy.
When Goxee processes personal information on the Customer's behalf and applicable data-protection law requires a controller-processor, business-service-provider, or similar processing contract, the Goxee Data Processing Addendum (the "DPA") is incorporated into the agreement. The DPA controls over these Terms solely to the extent of a conflict concerning the processing of Customer Personal Data covered by the DPA. The DPA does not apply to personal information Goxee processes as an independent controller or business for its own disclosed purposes.
16. Automated and Artificial-Intelligence Features
Certain optional features may analyze communications, recordings, transcriptions, messages, metadata, or other Customer Content and may provide automated suggestions, summaries, or outputs. Those features are assistive only and do not replace the Customer's professional judgment or compliance obligations.
The Customer is responsible for:
• determining whether automated features are appropriate for its use;
• reviewing outputs before relying on or sending them;
• providing required notices and obtaining required consent for recording, transcription, automated processing, and communications; and
• the legality and appropriateness of actions taken based on an output.
Automated outputs may be inaccurate, incomplete, or unsuitable. Goxee may use third-party service providers to provide communications infrastructure, transcription, storage, and automated processing, subject to the agreement and applicable privacy obligations.
17. Third-Party Services and Charges
The Services may integrate with or facilitate access to third-party products, platforms, content, or services. Unless Goxee expressly states otherwise, the Customer's relationship concerning a third-party offering is with the third party, and the third party's terms and privacy practices apply.
The Customer is responsible for third-party purchases, advertising spend, listing or marketplace charges, carrier charges, taxes, delivery, support, and legal compliance relating to its third-party activities. Goxee is not responsible for a third party's acts, omissions, availability, security, content, or performance merely because Goxee provides an integration or assists with billing.
The Customer represents that the goods and services it advertises, sells, or distributes through the Services are lawful and that it holds all required licenses and permissions.
18. Goxee Technology, License, and Ownership
Goxee and its licensors retain all rights, title, and interest in the Services, software, technology, designs, documentation, content, trademarks, and other intellectual property, excluding Customer Content.
During the applicable Subscription Term and subject to the agreement, Goxee grants the Customer a limited, non-exclusive, non-transferable, non-sublicensable, and revocable right to access and use the purchased Services for the Customer's internal business purposes.
No ownership transfers to the Customer. Rights not expressly granted are reserved.
18.1 Media, Templates, and Documentation
Goxee may provide media, templates, documents, or other downloadable materials. Unless separate terms state otherwise, the Customer may use those materials only with the Services and for its internal business purposes. The Customer may not sell, sublicense, distribute, or offer the materials as a standalone product; grant third parties rights to redistribute them; use them unlawfully or to imply an unauthorized endorsement; or copy the design or layout of a Goxee website or Service.
Goxee does not provide legal, tax, investment, or other professional advice through templates or documentation.
19. Feedback
If the Customer provides ideas, suggestions, or feedback about the Services, it grants Goxee a worldwide, perpetual, irrevocable, royalty-free right to use, modify, disclose, distribute, and commercialize that feedback without restriction or payment. The Customer will not provide feedback subject to terms that would require Goxee to license its technology or documentation to a third party.
20. Domain-Name Services
If the Customer owns a domain used with the Services, the Customer retains ownership of that domain after the Subscription ends, subject to its registrar agreement. If Goxee owns a domain used to provide the Services, Goxee retains ownership and has no obligation to sell or transfer it.
Domain registration, renewal, and transfer may be provided through an accredited third-party registrar. The registrar's agreement and applicable policies govern the domain. Goxee does not control domain availability and is not responsible for a domain infringing another person's rights.
Registration contact information may be collected by the registrar and disclosed in a registry to the extent required by the registrar, registry rules, or law.
After the related Service ends, a Customer-owned domain may remain registered for its existing registration term but may no longer point to or operate with the Services. The Customer is responsible for future renewal fees and configuration. Ending the related Service does not alter Subscription Fees or other amounts owed through the end of the applicable Subscription Term.
21. Confidentiality
21.1 Confidential Information
"Confidential Information" means nonpublic business, financial, technical, operational, security, product, pricing, customer, personnel, or other information disclosed by or on behalf of one party (the "Disclosing Party") to the other party (the "Receiving Party") that is identified as confidential or that reasonably should be understood as confidential given its nature and the circumstances of disclosure. Goxee's nonpublic technology, documentation, security information, product plans, and pricing are Goxee Confidential Information. Customer Content and nonpublic information about the Customer's business and customers are Customer Confidential Information.
Confidential Information does not include information that the Receiving Party can document: (a) is or becomes publicly available without breach of the agreement; (b) was lawfully known to the Receiving Party without restriction before disclosure; (c) is received lawfully from a third party without a duty of confidentiality; or (d) is independently developed without use of or reference to the Disclosing Party's Confidential Information.
21.2 Protection and Permitted Use
The Receiving Party will use the Disclosing Party's Confidential Information only to perform or exercise rights under the agreement and will protect it using at least reasonable care and no less care than it uses for its own information of similar sensitivity. The Receiving Party may disclose Confidential Information only to its employees, affiliates, professional advisers, contractors, and service providers that need to know it for the agreement and are subject to confidentiality obligations at least as protective as those in this section. The Receiving Party remains responsible for those recipients' compliance with this section.
21.3 Required Disclosure
The Receiving Party may disclose Confidential Information to the extent required by law, subpoena, or court order. To the extent legally permitted, it will provide prompt written notice to the Disclosing Party and reasonable cooperation, at the Disclosing Party's expense, if the Disclosing Party seeks protective treatment. The Receiving Party will disclose only the portion legally required.
21.4 Return, Destruction, and Duration
Upon written request or expiration or termination of the agreement, the Receiving Party will return or destroy Confidential Information in its control, except for information retained in routine backups, as required by law, or for legitimate recordkeeping, compliance, or dispute purposes. Retained information remains protected under this section. These confidentiality obligations continue during the agreement and for five (5) years after its expiration or termination; trade secrets remain protected for as long as they qualify as trade secrets under applicable law.
21.5 Equitable Relief
Unauthorized use or disclosure of Confidential Information may cause harm for which monetary damages are inadequate. The Disclosing Party may seek appropriate injunctive or equitable relief, without limiting other available remedies and without being required to post a bond except where the law does not permit that requirement to be waived.
22. Warranty Disclaimer
TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICES, BETA FEATURES, DOCUMENTATION, CONTENT, AND THIRD-PARTY INTEGRATIONS ARE PROVIDED "AS IS," "WITH ALL FAULTS," AND "AS AVAILABLE."
GOXEE AND ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, LICENSORS, AND SERVICE PROVIDERS (COLLECTIVELY, THE "GOXEE PARTIES") DISCLAIM ALL EXPRESS, IMPLIED, STATUTORY, AND OTHER WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, WORKMANLIKE EFFORT, AND SATISFACTORY QUALITY.
GOXEE DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, SECURE, ACCURATE, ERROR-FREE, OR SUITABLE FOR THE CUSTOMER'S PARTICULAR PURPOSE; THAT DATA WILL NEVER BE LOST; OR THAT EVERY DEFECT OR SECURITY EVENT WILL BE PREVENTED OR CORRECTED.
Nothing in these Terms excludes a warranty or right that applicable law does not permit the parties to exclude.
23. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE GOXEE PARTIES WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES; LOST PROFITS, REVENUE, BUSINESS, DATA, USE, OR GOODWILL; BUSINESS INTERRUPTION; OR THE COST OF SUBSTITUTE SERVICES, EVEN IF ADVISED THAT THOSE DAMAGES WERE POSSIBLE.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE GOXEE PARTIES' TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE SERVICES OR THE AGREEMENT WILL NOT EXCEED THE SUBSCRIPTION FEES PAID OR PAYABLE BY THE CUSTOMER FOR THE AFFECTED SERVICE DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. IF THE EVENT OCCURS BEFORE TWELVE (12) MONTHS OF THE AFFECTED SUBSCRIPTION HAVE ELAPSED, THE CAP WILL BE THE SUBSCRIPTION FEES PAID OR PAYABLE FROM THE SUBSCRIPTION START DATE THROUGH THE DATE OF THAT EVENT.
These limitations apply to claims involving the Services, Customer Content, third-party websites or services, viruses or malicious code, unauthorized access, cyberattacks, outages, incompatibility, delayed or failed transmissions, breach of contract, warranty, negligence, strict liability, and other legal theories, even if a remedy fails of its essential purpose.
The limitations do not apply to liability that cannot lawfully be limited. Some jurisdictions do not allow certain exclusions or limitations, so some provisions may not apply to the Customer.
24. Indemnification
24.1 Customer Indemnification
To the maximum extent permitted by law, the Customer will defend, indemnify, and hold harmless the Goxee Parties from third-party claims, damages, judgments, liabilities, penalties, costs, and reasonable attorneys' fees arising out of or relating to:
1. Customer Content;
2. the Customer's or its users' unlawful or unauthorized use of the Services;
3. the Customer's violation of these Terms or applicable law;
4. the Customer's goods, services, advertising, communications, or dealings with third parties; or
5. an allegation that Customer Content or the Customer's conduct infringes or violates a third party's rights.
24.2 Goxee Intellectual-Property Indemnification
Subject to Section 23, Goxee will defend the Customer from a third-party claim alleging that the Customer's authorized use of a paid Service directly infringes a United States patent, copyright, or trademark, or misappropriates a third party's trade secret, and will indemnify the Customer against damages, costs, and reasonable attorneys' fees finally awarded against the Customer or included in a settlement approved by Goxee.
Goxee has no obligation under this Section 24.2 to the extent a claim arises from:
1. Customer Content, Customer instructions, or materials not supplied by Goxee;
2. a modification not made or authorized in writing by Goxee;
3. use of the Service in breach of the agreement or published documentation;
4. combination of the Service with a product, process, data, or service not supplied by Goxee, when the claim would not have arisen without the combination;
5. a third-party service, integration, open-source component, or other item identified as subject to separate terms; or
6. continued allegedly infringing use after Goxee provides a non-infringing replacement or instructs the Customer to stop the affected use.
If a paid Service becomes, or Goxee reasonably believes is likely to become, subject to such a claim, Goxee may at its expense: (a) obtain the right for the Customer to continue using it; (b) modify or replace it with substantially equivalent non-infringing functionality; or (c) terminate the affected Service, stop future fees for it, and refund any prepaid, unused Subscription Fees for the terminated period. This Section 24.2 states Goxee's entire obligation and the Customer's exclusive remedy for a claim that the Services infringe or misappropriate third-party intellectual-property rights.
24.3 Indemnification Procedure
The party seeking indemnification must promptly provide written notice of the claim, except that delayed notice relieves the indemnifying party only to the extent the delay materially prejudices the defense. The indemnifying party will control the defense and settlement, and the indemnified party will provide reasonable cooperation at the indemnifying party's expense. The indemnified party may participate through counsel at its own expense. The indemnifying party may not settle a claim in a manner that admits fault by, requires payment from, or imposes a continuing obligation on the indemnified party without the indemnified party's prior written consent, which will not be unreasonably withheld.
25. Time Limit for Claims
To the extent permitted by law, a claim arising out of or relating to the Services or the agreement must be filed within one (1) year after the claim first could have been filed. A claim not filed within that period is permanently barred. This provision applies to both parties and their successors and assigns.
26. Notices and Electronic Communications
The parties consent to electronic records, notices, and signatures. Goxee may send notices to the administrative or billing email address associated with the Customer's account or make a notice available through the Services after sending an email alert.
The Customer is responsible for keeping its notice addresses current. Notices to Goxee concerning non-renewal, cancellation, breach, or payment authorization must be sent to support@goxeedealer.com, unless Goxee designates another notice address in writing.
An email notice is effective when received, as shown by reliable electronic delivery records. If the sender receives a failure or bounce notice, the email is not considered received. The specific timing rules in Section 10 govern notices of non-renewal.
27. Governing Law, Dispute Resolution, and Venue
27.1 Governing Law
The agreement between Goxee Dealer Corp and the Customer is governed by the laws of the State of California, without regard to conflict-of-law principles. Nothing in this provision limits a right that cannot lawfully be waived under applicable law.
27.2 Informal Resolution
Before filing a lawsuit concerning the agreement or Services, a party must give the other party written notice describing the dispute and requested relief in reasonable detail. Authorized representatives of both parties will attempt in good faith to resolve the dispute for thirty (30) days after the notice is received.
27.3 Mediation
If the dispute is not resolved through the informal process, the parties must participate in confidential, non-binding mediation in Los Angeles County, California, before either party files a lawsuit. The parties will participate in good faith before a mutually agreed mediator, share the mediator's fees equally, and bear their own legal fees and costs. Either party may initiate mediation by written demand. If the parties cannot agree on a mediator within fifteen (15) days, a party refuses to participate, or the mediation is not completed within sixty (60) days after the demand, either party may proceed in court.
27.4 Exceptions
The informal-resolution and mediation requirements do not prevent either party from: (a) seeking temporary, preliminary, or other injunctive relief to prevent actual or threatened misuse of intellectual property, Confidential Information, personal information, or security credentials; (b) responding to a legal deadline or governmental proceeding; or (c) bringing an action to collect undisputed overdue amounts. A party filing to preserve a limitations period will, where practicable, request that the proceeding be stayed while the required process is completed.
27.5 Exclusive Venue
The state courts located in Los Angeles County, California, and the United States District Court for the Central District of California have exclusive jurisdiction over an action arising out of or relating to the agreement or Services. Each party consents to the personal jurisdiction and venue of those courts. This section does not prevent enforcement of a judgment in another jurisdiction.
28. General Terms
28.1 Assignment
The Customer may not assign or transfer the agreement without Goxee's prior written consent. Goxee may assign the agreement to an affiliate or in connection with a merger, reorganization, financing, sale of assets, or transfer of the applicable business. Any other assignment by Goxee will be made upon written notice. An attempted assignment that violates this section is void.
28.2 Force Majeure
Neither party is liable for delay or failure caused by events beyond its reasonable control, including natural disasters, war, terrorism, civil unrest, labor disputes, power or telecommunications failures, internet or hosting outages, government action, epidemics, or cyber events not caused by that party's failure to use reasonable safeguards. Force majeure does not excuse the Customer's obligation to pay amounts already due.
28.3 Service Providers and Subcontractors
Goxee may use affiliates, hosting providers, communications carriers, software vendors, professional advisers, and other subcontractors or service providers to perform portions of the Services. Goxee remains responsible for performing its obligations under the agreement to the same extent as if Goxee performed them directly. Goxee will permit a provider to access Customer Content or Customer Personal Data only as reasonably necessary for the provider's work and will require appropriate confidentiality, security, and data-processing obligations. The DPA governs the appointment of a provider that processes Customer Personal Data covered by the DPA.
28.4 Entire Agreement
These Terms, the Subscription Documentation, and incorporated policies form the entire agreement concerning the Services and supersede prior or contemporaneous statements and agreements on the same subject. Confidentiality obligations from a separate written agreement remain in effect according to their terms.
28.5 Severability
If a provision is held unenforceable, it will be enforced to the maximum extent permitted and modified only as necessary to make it enforceable. The remaining provisions continue in effect.
28.6 Waiver
A failure to enforce a provision is not a waiver. A waiver must be in writing and applies only to the specific instance stated.
28.7 Relationship
The parties are independent contractors. These Terms do not create a partnership, joint venture, franchise, fiduciary, employment, or agency relationship.
28.8 Headings and Interpretation
Headings are for convenience and do not limit these Terms. "Including" means "including without limitation." A singular term includes the plural when context requires.
29. Trademark Notice
Goxee Dealer and related names, logos, designs, and marks are trademarks of Goxee or its licensors. No trademark license is granted except as expressly stated in writing.
30. Existing Customers and Effective Date
These fixed Subscription Terms apply only to:
1. Subscriptions first ordered on or after the Effective Date;
2. existing customers who sign or electronically accept updated Subscription Documentation incorporating these Terms; and
3. later renewals of a Subscription already governed by these fixed Subscription Terms.
An existing month-to-month customer does not become subject to a six-month or twelve-month Initial Subscription Term solely because these Terms are posted online. Goxee must obtain the Customer's signed or electronic acceptance of the applicable fixed-term Subscription Documentation before applying the new commitment.
These Terms replace prior Terms of Service for a Customer when these Terms become effective for that Customer under this Section.
