Terms of Service

This is the standard terms of service applicable to ConnectX users. ConnectX requires a signed Order Form, Quote, Contract for Plan purchases. Please contact contact@connect-x.tech for details.

This Terms of Service (“TOS”) is between ConnectX Co., Ltd, or the ConnectX Affiliate identified in an Order, Quote, Contract (“ConnectX”) and the customer identified below (“Customer”) and applies to all Orders entered into with Customer. This TOS is effective upon the date of last execution by the parties (“Effective Date”). Certain capitalized terms are defined in Section 18 (Definitions) and others are defined contextually in this Agreement.

1. Overview.

ConnectX offers a  SaaS Service for a centralized customer platform that is designed to allow Users to collect customer data and engage customers through a single screen.

2. The SaaS Service.

2.1. Permitted Use. ConnectX grants to Customer a worldwide, non-transferable, non-exclusive, non-sublicensable right to access and use the SaaS Service during the Subscription Term only for Customer’s internal business purposes and in accordance with the Documentation, the Order and this Agreement. 

2.2. Orders: Customer may from time to time request ConnectX to supply the SaaS Service for a specified number of Users and duration and any Technical Service as agreed by the parties in an Order. An Affiliate of Customer may also enter its own Order(s) under the terms of this Agreement. 

2.3. Users. Only Users may access and use the SaaS Service, and Customer maintains sole control over (i) Customer Content, (ii) its Users’ access and use of the SaaS Service in compliance with this Agreement, and actions taken through their Users’ accounts (excluding misuse of accounts caused by ConnectX’s breach of this Agreement), and (iii) the use and confidentiality of its Users’ logon credentials to the SaaS Service.  Each party will promptly notify the other party if it becomes aware of any compromise of any logon credentials.

2.4. Administrators. Customer may designate individual User(s) as administrator(s) with certain rights of control and management over Customer’s SaaS Service account, including management of Users and Customer Content, as described in the Documentation.

2.5. Access to Third Party Boards. Customer acknowledges that to the extent its Users are invited to access a third-party’s Board, any access to that Board as well as any content the User submits will be under the sole control of that other customer. 

2.6. Sharing Settings. Customer controls Board sharing settings, as described in the Documentation.  ConnectX has no liability for how others may access or use Customer Content as a result of Customer’s or its Users’ decision to share a Board.

2.7. Restrictions.Except as expressly authorized in this Section 2, Customer will not, and will not permit its Users to: (a) provide access to, distribute, sell or sublicense the Services to a third party, (b) use the Services on behalf of, or to provide any product or service to, third parties, (c) use the Services to develop a similar or competing product or service, (d) scrape, data mine, reverse engineer, decompile, disassemble or seek to access the source code or non-public APIs to or unauthorized data from the Services, except to the extent expressly permitted by Law (and then only with prior notice to ConnectX), (e) modify or create derivative works of the Services or copy any element of the Services (other than authorized copies of the Software), (f) remove or obscure any proprietary notices in the Services or otherwise misrepresent the source of ownership of the Services, (g) publish benchmarks or performance information about the Services or facilitate third parties to compile benchmarks or performance measurements about any Services, (h) interfere with the Services operation, circumvent its access restrictions or conduct any security or vulnerability tests of the Services, (i) transmit any viruses or other harmful materials to the Services, (j) allow individuals to share User logon credentials, (k) engage in any fraudulent, misleading, illegal, or unethical activities using or related to the Services or (l) use the Services to store or transmit material which contains illegal content.

3. SLA and Support.

During the Subscription Term the SaaS Service will be subject to the standard SLA. ConnectX will provide Customer with Support in accordance with the Support Policy.

4. Customer Content.

4.1. Data Use. Customer grants ConnectX the non-exclusive, worldwide, limited right to use, copy, store, transmit, and display Customer Content and to modify and create derivative works of Customer Content (e.g. for technical purposes such as reformatting for display on various types of devices), but only as necessary to provide Services under this Agreement.

4.2. Security. ConnectX uses reasonable technical and organizational measures designed to protect the SaaS Service and Customer Content as described in the Security Policy.  ConnectX will maintain commercially reasonable standards and controls designed to detect and prevent the introduction of viruses, malware, Trojan horses, and other code intended to do harm.

4.3. Personal Data. Where ConnectX acts as a processor, each party agrees to comply with its respective obligations under the DPA.  Additionally, where ConnectX acts as a controller, ConnectX uses Usage Data and User account information as described in its Privacy Policy.

4.4. Data Export. During the Subscription Term or within 30 days thereafter (the “Data Export Period”), Customer may export its Customer Content using the export features described in the Documentation.  If Customer elects to proactively delete its account at any time, all associated Customer Content held on that account will be deleted permanently in accordance with ConnectX’s standard schedules and procedures.

5. Customer Obligations.

5.1. Responsibility for Customer Content. Customer is responsible for its Customer Content, including its content and accuracy, and agrees that its use of the Services and all Customer Content will comply with all Laws. Customer represents and warrants that it has made all disclosures and has all rights, consents, and permissions necessary or legally required to use its Customer Content with the Services and grant ConnectX the rights in Section 4.1 (Data Use), all without violating or infringing Laws, third-party rights (including intellectual property, confidentiality, publicity, or privacy rights) or any terms or privacy policies that apply to the Customer Content.

5.2. Prohibited Uses. Customer may not use the Services with Prohibited Data or for High-Risk Activities. Customer acknowledges that the Services are not intended to meet any legal obligations for these uses, including HIPAA requirements, and that ConnectX is not a Business Associate as defined under HIPAA. Notwithstanding anything else in this Agreement, ConnectX has no liability for Prohibited Data or use of the Services for High-Risk Activities.

6. Suspension of Service.

ConnectX may suspend Customer or a User’s access to and use of all or any part of the Services if (a) Customer fails to pay any undisputed fee(s) within 10 days of receiving notice of non-payment; or (b) ConnectX reasonably believes Customer is in breach of Section 2 (The SaaS Service) or Section 5 (Customer Obligations), and/or its actions risk harm to other customers or the security, availability or integrity of any of the Services. Where practicable, ConnectX will use reasonable efforts to provide Customer with prior notice of the suspension. Once Customer resolves the issue leading to suspension, ConnectX will promptly restore Customer’s or User’s access to the relevant Services in accordance with this Agreement.

7. Integration with Third-Party Platforms.

ConnectX allows integrations with Third Party Platforms.  If Customer elects to use Third-Party Platforms with the Services, (a) such use of Third-Party Platforms is not subject to the terms of this Agreement, (b) Customer acknowledges that ConnectX does not control and has no liability for Third-Party Platforms, including their security, functionality, operation, availability or interoperability or how the Third-Party Platforms use Customer Content, and (c) Customer gives ConnectX the right to access and exchange Customer Content with the Third-Party Platform in relation to Customer’s use of the Service. Customer shall not use integration with Third-Party Platforms to circumvent any restrictions under this Agreement.

8. Technical Services.

Any purchased Technical Services are as described in the relevant Order. Customer will give ConnectX timely access to Customer Materials reasonably needed for the Technical Services, and if Customer fails to do so, ConnectX’s obligation to provide Technical Services will be excused to the extent such lack of access prevents ConnectX from providing the Technical Services. ConnectX will use Customer Materials only for purposes of providing Technical Services. Any Technical Services deliverables relate to the configuration and/or use of the SaaS Service and do not constitute “work for hire.”

 

9. Commercial Terms.

9.1. Subscription Term. Each Subscription Term will be set forth in the Order.

9.2. Fees and Taxes. Fees are invoiced as described in the Order. If Customer has a good faith dispute of an invoice (or any portion thereof), it shall provide ConnectX by the invoice due date with (a) written notice, (b) reasonable detail of the basis of such dispute, and (c) payment of the undisputed portion of the invoice. The parties shall cooperate in good faith to resolve such disputes.  Unless the Order provides otherwise, all fees are due within 30 days of the invoice date.  ConnectX reserves the right to charge a late payment interest fee up to 1.5% per month or the maximum amount allowed by Law, whichever is less. All fees are non-refundable except as set out in Section 10.2 (Warranty Remedy), Section 14.4 (Mitigation and Exceptions) and the SLA. If Customer requires that ConnectX use a third-party payment processor (e.g. Ariba, Stripe, etc.) for invoicing and payment hereunder, Customer shall be responsible for any fees and charges associated with such use (including registration, participation, and payment processing) and Customer shall reimburse ConnectX for any such fees and charges set forth in an invoice.  Fees are exclusive of all Taxes.  Customer is responsible for any sales, use, goods and services, value-added, withholding or similar taxes or levies that apply to its Orders, whether domestic or foreign (“Taxes”), other than ConnectX’s income tax.  If Customer is exempt from Taxes, then Customer shall provide a valid exemption certificate to ConnectX upon execution of the applicable Order.

9.3. Reseller Specific Terms.  To the extent Customer uses a Reseller in order to access and use any Services pursuant to this Agreement, the following terms will apply:

(a) Customer will pay applicable fees to Reseller, not ConnectX, as agreed between Customer and Reseller.   If Customer is entitled to a refund under this Agreement, ConnectX will refund any fees to Reseller, and Reseller will be solely responsible for refunding any amounts to Customer, unless otherwise specified.  For purposes of any liability caps in this Agreement, such cap amounts will be calculated based on the amounts paid or payable to ConnectX by Reseller, not by Customer; and

(b) Reseller is not a party to this Agreement and is not authorized to modify this Agreement or make any promises or commitments on ConnectX’s behalf.  ConnectX is not bound by any obligations to Customer other than those in this Agreement.  ConnectX is not party to (or responsible under) any separate agreement between Customer and Reseller. ConnectX is not responsible for Reseller’s acts, omissions, products, or services.

10. Warranties and Disclaimers.

10.1. Limited Warranty. ConnectX warrants to Customer that:

(a) The SaaS Service will perform materially as described in the Documentation and ConnectX will not materially decrease the overall functionality during the Subscription Term (the “Performance Warranty”), and

(b) It will perform any Technical Services in a professional and workmanlike manner with reasonable skill and care (the “Technical Services Warranty”).

10.2. Warranty Remedy. If ConnectX breaches Section 10.1 (Limited Warranty) and Customer makes a reasonably detailed written warranty claim within 30 days of discovering the issue, then ConnectX will use reasonable efforts to correct the non-conformity. If ConnectX’s reasonable efforts fail to remedy the breach of warranty within 60 days of Customer’s warranty claim, either party may terminate any affected Order as relates to the non-conforming SaaS Service or Technical Services. ConnectX will then refund to Customer any pre-paid, unused fees for the terminated portion of the Subscription Term (for the Performance Warranty) or for the non-conforming Technical Services (for the Technical Services Warranty). These procedures are Customer’s exclusive remedy and ConnectX’s entire liability for breach of the warranties in Section 10.1. These warranties do not apply to (a) issues caused by misuse or unauthorized modifications, (b) issues in or caused by Third-Party Platforms or other third-party systems or (c) Trials and Betas or other free or evaluation use.

10.3. Disclaimers. Except as expressly provided in Section 10.1 (Limited Warranty), the Services are provided “AS IS.”  ConnectX and its suppliers make no other commitments, assurances, warranties, whether express, implied, statutory, or otherwise, including warranties of merchantability, fitness for a particular purpose, title or noninfringement. Without limiting its express obligations in Sections 3 (SLA and Support) and 4.2 (Security), ConnectX does not warrant that Customer’s use of the Services will be uninterrupted or error-free or that the Services will meet Customer’s requirements, operate in combination with third-party services used by Customer or maintain Customer Content without loss. ConnectX is not liable for delays, failures, or problems inherent in use of the Internet and electronic communications or other systems outside ConnectX’s control.

11. Term and Termination.

11.1. Term. This Agreement starts on the Effective Date and shall continue to apply until all Orders have expired or been terminated in accordance with this Agreement.

11.2. Termination. Either party may terminate this Agreement (including all Orders) if the other party (a) fails to cure a material breach of this Agreement (including a failure to pay undisputed fees) within 30 days after notice, (b) ceases operation without a successor or (c) seeks protection under a bankruptcy, receivership, trust deed, creditors’ arrangement, composition or comparable proceeding, or if such a proceeding is instituted against that party and not dismissed within 60 days.

11.3. Effect of Termination. Upon expiration or termination of (a) this Agreement, Customer’s access to Services will cease; and (b) any Order, then Customer’s access to the Services provided for under that Order will cease, in each case other than limited use of the SaaS Service to export Customer Content as described in Section 4.4 (Data Export).  At the disclosing party’s request upon expiration or termination of this Agreement, the receiving party will delete all of the disclosing party’s Confidential Information, except for Customer Content, which ConnectX shall delete in accordance with its standard schedule and procedures after the Data Export Period.  Customer Content and other Confidential Information may be retained in the receiving party’s standard backups after deletion but will remain subject to this Agreement’s confidentiality restrictions.

11.4. Survival. These Sections survive expiration or termination of this Agreement: 2.7 (Restrictions), 4.4 (Data Export), 5 (Customer Obligations), 9.2 (Fees and Taxes), 10.3 (Disclaimers), 11.3 (Effect of Termination), 11.4 (Survival), 12 (Ownership), 13 (Limitations of Liability), 14 (Indemnification), 15 (Confidentiality), 17 (General Terms) and 18 (Definitions). Except where an exclusive remedy is provided, exercising a remedy under this Agreement, including termination, does not limit other remedies a party may have.

12. Ownership. Neither party grants the other any rights or licenses not expressly set out in this Agreement. Except for ConnectX’s use rights in this Agreement, between the parties Customer retains all intellectual property and other rights in Customer Content and Customer Materials provided to ConnectX. Except for Customer’s use rights in this Agreement, ConnectX and its licensors retain all intellectual property and other rights in the Services, deliverables and related ConnectX technology, templates, formats, and dashboards, including any modifications or improvements to these items made by ConnectX. ConnectX may generate and use Usage Data to operate, improve, analyze, and support the Services and for other lawful business purposes, provided Usage Data shall not contain Customer Content.  If Customer provides ConnectX with feedback or suggestions (“Feedback”) regarding the Services or other ConnectX offerings, ConnectX may use such Feedback without restriction or obligation, provided Feedback shall be subject to Section 15 (Confidentiality) and shall not contain Customer Content or reference Customer as the source.

13. Limitations of Liability.

13.1. Exclusions of Liability. Subject to Section 13.3, neither party (nor its suppliers) will have any liability arising out of or related to this Agreement for any loss of use, lost data, lost profits, lost revenues, loss of goodwill, interruption of business or for any indirect, special, incidental, reliance, or consequential damages of any kind, even if informed of their possibility in advance.

13.2. Liability Cap. Subject to Section 13.3, each party’s entire aggregate liability arising out of or related to this Agreement will not exceed in the aggregate the amounts paid or payable by Customer to ConnectX during the prior 12 months under this Agreement.

13.3. Uncapped Claims. Nothing in Section 13.1 or 13.2 shall be taken to limit or exclude either party’s liability for (a) breach of Section 2.7 (Restrictions), (b) indemnification obligations in Section 14 (Indemnification), (c) a party’s infringement, misappropriation, or violation of the other party’s intellectual property rights, (d) willful misconduct or (e) death, personal injury, or damage to tangible property.     

13.4. Nature of Claims and Failure of Essential Purpose. The waivers and limitations in this Section 13 (Limitation of Liability) 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 in this Agreement fails of its essential purpose.  Notwithstanding the limitations set forth in this Section 13, there shall be no limit to either party’s liability arising out of Customer’s payment obligations or liability which cannot be excluded or limited under applicable law.

14. Indemnification.

14.1. Indemnification by ConnectX. ConnectX will (a) defend Customer from and against any unrelated third-party claim (“Claim”) to the extent alleging that the Services infringe a third party’s patent, copyright, trademark, or trade secret, and (b) indemnify and hold harmless Customer against any damages or costs finally awarded against Customer (including reasonable attorneys’ fees) or agreed in settlement by ConnectX resulting from the Claim.

14.2. Indemnification by Customer. Customer will (a) defend ConnectX from and against any unrelated third-party claim to the extent resulting from Customer Content, Customer Materials (if applicable), or Customer’s breach or alleged breach of Section 5 (Customer Obligations), and (b) indemnify and hold harmless ConnectX against any damages or costs finally awarded against ConnectX (including reasonable attorneys’ fees) or agreed in settlement by Customer resulting from the Claim.

14.3. Procedures. The indemnifying party’s obligations in this Section 14 are subject to receiving (a) prompt notice of the claim, provided, the right to indemnity shall not be affected by a failure or delay by the indemnified party in giving notice, unless the rights and remedies of the indemnifying party have been prejudiced by such delay, (b) the exclusive right to control and direct the investigation, defense and settlement of the Claim and (c) all reasonably necessary cooperation of the indemnified party, at the indemnifying party’s expense for reasonable out-of-pocket costs. The indemnifying party may not settle any Claim without the indemnified party’s prior consent if settlement would require the indemnified party to admit fault or take or refrain from taking any action (other than relating to use of the Services when ConnectX is the indemnifying party). The indemnified party may participate in a Claim with its own counsel at its own expense. Notwithstanding the foregoing, any costs, or expenses (including attorneys’ fees) incurred by the indemnified party prior to giving notice and tendering the defense to the indemnifying party shall be borne by the indemnified party.

14.4. Mitigation and Exceptions. In response to an actual or potential infringement Claim, if required by settlement or injunction or as ConnectX determines necessary to avoid material liability, ConnectX may at its option: (a) procure rights for Customer’s continued use of the Services, (b) replace or modify the allegedly infringing portion of the Services to avoid infringement without reducing the Service’s overall functionality or (c) terminate the affected Order and refund to Customer any pre-paid, unused fees for the terminated portion of the Subscription Term. ConnectX’s obligations in this Section 14 do not apply (1) to the extent infringement results from Customer’s modification of the Service or use of the Service in combination with items not specified in the Documentation or provided by ConnectX (including Third-Party Platforms), (2) to infringement resulting from Software other than the most recent release provided by ConnectX (where Customer has been notified about such recent release), (3) to unauthorized use of the Services, (4) if Customer settles or makes any admissions about a Claim without ConnectX’s prior consent, (5) if Customer continues to use the Services (or any element thereof) after being notified of allegedly infringing activity or informed of modifications that would have avoided the alleged infringement or (6) to Trials and Betas or other free or evaluation. Sections 14.1 and 14.4 set forth Customer’s exclusive remedy and ConnectX’s entire liability regarding infringement of third-party intellectual property rights.

15. Confidentiality.

15.1. Definition. “Confidential Information” means information disclosed to the receiving party under this Agreement that is designated by the disclosing party as proprietary or confidential or that should be reasonably understood to be proprietary or confidential due to its nature and the circumstances of its disclosure. Without limiting the foregoing (a) the terms and conditions of this Agreement and any technical or performance information about any of the Services shall be treated exclusively as ConnectX’s Confidential Information; and (b) Customer Content shall be treated exclusively as Customer’s Confidential Information.

15.2. Obligations. As a receiving party, each party will (a) not disclose the other party’s Confidential Information to third parties except as permitted in this Agreement, including Section 4.1 (Data Use), and (b) only use Confidential Information to fulfill its obligations and exercise its rights in this Agreement. The receiving party may disclose Confidential Information to its Affiliates, employees, agents, contractors, and other representatives having a legitimate need to know (including, for ConnectX, the subcontractors referenced in Section 17.9), provided it remains responsible for their compliance with this Section 15, and they are bound to confidentiality obligations no less protective than this Section 15.

15.3. Exclusions. These confidentiality obligations do not apply to information that the receiving party can document (a) is or becomes public knowledge through no fault of the receiving party, (b) it rightfully knew or possessed prior to receipt under this Agreement, (c) it rightfully received from a third party without breach of confidentiality obligations or (d) it independently developed without using the disclosing party’s Confidential Information.

15.4. Remedies. Unauthorized use or disclosure of Confidential Information may cause substantial harm for which damages alone are an insufficient remedy. Each party may seek appropriate equitable relief, in addition to other available remedies, for breach or threatened breach of this Section 15.

15.5. Required Disclosures. Nothing in this Agreement prohibits either party from making disclosures, including of Customer Content and other Confidential Information, if required by Law, subpoena, or court order, provided (if permitted by Law) it notifies the other party in advance and cooperates in any effort to obtain confidential treatment.

16. Trials and Betas.

If Customer receives access to the Services or Service features on a free or trial basis or as an alpha, beta, or early access offering (“Trials and Betas”), use is permitted only for Customer’s internal evaluation during the period designated by ConnectX (or if not designated, 30 days). Trials and Betas are optional and either party may terminate participation or discontinue using Trials and Betas at any time for any reason. Trials and Betas may be inoperable, incomplete, or include features that ConnectX may add, remove, change, separately release, or never release. Trials and Betas and their features and performance metrics comprise ConnectX Confidential Information.  Notwithstanding anything else in this Agreement, ConnectX provides Trials and Betas “AS IS.”

17. General Terms.

17.1. Assignment. Except as otherwise set forth in this Agreement, neither party may assign this Agreement without the prior 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 its assets or voting securities, with reasonable notice to the other party. Any non-permitted assignment is void. This Agreement will bind and inure to the benefit of each party’s permitted successors and assigns.

17.2. Governing Law, Jurisdiction and Venue.  Unless otherwise agreed to herein, this Agreement is governed exclusively by the laws of Thailand.

17.3. Attorneys’ Fees and Costs. The prevailing party in any action to enforce this Agreement will be entitled to recover its reasonable attorneys’ fees and costs in connection with such action.

17.4. Notices. Except as set out in this Agreement or unless otherwise required by applicable laws, any notice or consent under or in connection with this Agreement must be in writing to the addresses on the first page and will be deemed given: (a) upon receipt if by personal delivery, (b) upon receipt if by certified or registered mail (return receipt requested), (c) one day after dispatch if by a commercial overnight delivery service, or (d) upon receipt if by email, with proof of delivery and receipt. Either party may update its address with notice to the other party. All notices to ConnectX must include a copy emailed to [email protected]. Non-legal operational notices will be sent to Customer’s assigned ConnectX administrator by email or through the SaaS Service.

17.5. Entire Agreement. This Agreement sets out the parties’ entire agreement regarding its subject matter and supersedes any and all prior and contemporaneous agreements, promises, assurances and understandings between the parties (whether written or oral) regarding its subject matter. In the event of any conflict among the terms of the TOS, Order(s), the DPA and the Policies, the order of precedence shall be as follows: (a) the Order, (b) the DPA, (c) the TOS, and (d) the Policies, including any respective exhibits to the foregoing. Any translated versions of the Agreement in a language other than English are provided as a courtesy only. In the event of any conflict or discrepancy between any translated version of the Agreement and the English language version, the English language version shall prevail.  In this Agreement, headings are for convenience only and “including” and similar terms are to be construed without limitation. This Agreement may be executed in counterparts (including electronic copies and PDFs), each of which is deemed an original and which together form one and the same agreement.

17.6. Amendments. Any amendments, modifications or supplements to this Agreement must be in writing and signed by each party’s authorized representatives in order to be legally effective or, as appropriate, agreed through electronic means provided by ConnectX.  Nonetheless, ConnectX may modify the Policies to reflect new features or changing practices, provided that such modifications will not materially decrease ConnectX’s overall obligations or Customer’s rights under the relevant Policy. The terms in any past, contemporaneous or future Customer purchase order, business form or vendor management portal will not amend or modify this Agreement and are expressly rejected by ConnectX; any of these documents are for administrative purposes only and have no legal effect.

17.7. Waivers and Severability. A waiver of any right or remedy must be signed by the waiving party’s authorized representative in order to be effective and cannot be implied from conduct and shall not be deemed a waiver of any subsequent right or remedy. Any delay or failure to exercise any right of remedy shall not waive that right or remedy.  If any provision of this Agreement is held invalid, illegal or unenforceable, it will be limited to the minimum extent necessary so the rest of this Agreement remains valid and in effect.

17.8. Force Majeure. Neither party is liable for any delay or failure to perform any obligation under this Agreement (except for a failure to pay fees which shall still be due and payable but may be deferred until payment of fees is possible following the resolution of the force majeure event) due to events beyond its reasonable control, such as a strike, blockade, war, act of terrorism, riot, Internet or utility failures, refusal of government license or natural disaster.

17.9. Subcontractors. ConnectX may use subcontractors and permit them to exercise ConnectX’s rights, but ConnectX remains responsible for their compliance with this Agreement and for its overall performance under this Agreement.  Notwithstanding the foregoing, this does not limit Customer’s rights under the DPA with respect to sub-processors.

17.10. Independent Contractors. The parties are independent contractors, not agents, partners or joint venturers, and nothing in this Agreement or any Order entered into pursuant to this Agreement is intended to or shall operate to create a partnership between the parties or authorize either party to act as agent for the other.

18. Definitions.

“Affiliate” means an entity that, directly or indirectly, owns or controls, is owned or controlled by, or is under common ownership or control with a party, where “ownership” means the beneficial ownership of fifty percent (50%) or more of an entity’s voting equity securities or other equivalent voting interests and “control” means the power to direct the management or affairs of an entity.

“Agreement” means this TOS together with all Orders, exhibits, Policies, and the DPA.

“Board” means an online workspace or other element of the SaaS Service displaying Customer Content.

“Customer Content” means any data, content, or materials that Customer (including its Users) submits to or creates within the SaaS Services (including through the use of any recording functionality provided as part of the SaaS Service) including from Third-Party Platforms.

“Customer Materials” means materials, systems, and other resources that Customer provides to ConnectX in connection with Technical Services.

“DPA” means the Data Processing Addendum between the parties, the current version of which is at (ใส่ลิงค์DPA)

“Documentation” means ConnectX’s usage guidelines and standard technical documentation for the Service

“High-Risk Activities” means activities where use or failure of the Services could lead to death, personal injury, or environmental damage, including life support systems, emergency services, nuclear facilities, autonomous vehicles, or air traffic control.

“Laws” means Laws of Thailand, regulations, and conventions, including those related to data privacy and data transfer, communications, and export of technical or personal data applicable to ConnectX and Customer in their respective use and provision of the Services.

“Order” means an order for access to and/or provision of Services that references this TOS, that is executed by the Customer and accepted by ConnectX.

“Policies” means the Privacy Policy, Security Policy, Support Policy, and SLA.

“Privacy Policy” means the Privacy Policy, the current version of which is at (link privacy policy)

“Reseller” means a third party that (i) has a valid agreement with ConnectX governing its provision of reseller services (including without limitation billing agent services) to ConnectX and (ii) has been authorized by ConnectX to resell (or act as billing agent with regard to) the Services.

“SaaS Service” means ConnectX’s proprietary service, as identified in the relevant Order and as modified from time to time by ConnectX. The SaaS Service includes the Software and Documentation but does not include any Technical Services deliverables or Third-Party Platforms“

“Services” means the SaaS Services, the Technical Services, and any other services ConnectX may provide to Customer under this Agreement.

“SLA” means the ConnectX Service Level Agreement

“Software” means any ConnectX client software provided to Customer by ConnectX for use with the Service.

“Subscription Term” means the term for Customer’s use of the SaaS Service as identified in an Order.

“Support” means support for the SaaS Service provided to Customer as described in the Support Policy. Customer will receive support at no additional cost. If Customer elects to purchase enhanced or premium support, this will be identified in the applicable Order. 

“Support Policy” means the ConnectX Support Policy

“Technical Services” means any training, enablement or other technical services provided by ConnectX related to the SaaS Service, as identified in an Order.

“Third-Party Platform” means any platform, add-on, service, product, app, or integration not provided by ConnectX that Customer elects to integrate or enable for use with the Services.

“Usage Data” means data relating to Customer’s use and consumption of the Services including ConnectX’s technical logs, data, and learnings about Customer’s use of the Services, but excluding Customer Content.

“User” means any individual aged 16 or older who Customer permits or invites to access and use the SaaS Service as further described in the Documentation, which may include Customer’s and its Affiliates’ employees, consultants, contractors or other third parties.