Terms of Service

1. License Grant & Single Entity Binding

1.1 Subject to the terms and conditions of this Agreement and to full settlement of the applicable enterprise license fee through our Merchant of Record, XRYZEX AI grants to Licensee a limited, non-exclusive, non-transferable, revocable-upon-breach license to compile, host, brand, and run one (1) instance of the turnkey Voice AI Agency software platform. The right granted is a right to use, not a sale of the Software or any portion of the underlying intellectual property.

1.2 The license is strictly bound to one (1) named legal operating agency entity (or single sole proprietorship) identified during purchase. "Named Operating Entity" means a single distinct legal person — a corporation, LLC, partnership, or sole proprietorship — entered into the license activation record.

1.3 Deployment across multiple parent entities, subsidiaries, sister companies, franchise networks, holding-company structures, DBA brands, or secondary agency brands requires a separate license purchase for each distinct operating entity. The license may not be re-titled, re-assigned, or sub-licensed to a different legal entity without XRYZEX's prior written consent and, where required, the purchase of an additional license.

1.4 The license entitles Licensee to brand the running instance with Licensee's own agency brand and to offer and sell hosted Voice AI receptionist services to Licensee's own end-clients under Licensee's unbranded agency brand. The license confers no right to sub-license, rent, lease, distribute, or commercially exploit the Software itself, the source code, the database schemas, or any technical asset underlying the Software.

1.5 The license commences on the date of license key activation and continues for the period selected at checkout (the "License Term"). The License Term renews only in accordance with the renewal mechanism specified in the order confirmation. A lapsed license terminates all rights granted under this Agreement, after which Licensee must remove the Software from active operation.

2. Absolute Intellectual Property Retention

2.1 Ironclad IP Protection Clause. XRYZEX Group / XRYZEX Enterprises retains 100% of all primary right, title, and interest in and to the Software, including, without limitation, all copyrights, trade secrets, patents, patent applications, trademarks, service marks, trade names, trade dress, database structures, schema definitions, data models, API definitions, prompt architectures, agent orchestration logic, voice pipeline configurations, frontend and backend source code, compiled binaries, design assets, documentation, and all derivative works thereof (collectively, the "XRYZEX IP").

2.2 Acquiring a license grants deployment rights only. A license purchase does NOT constitute an assignment, transfer, sale, gift, or conveyance of any ownership interest in the XRYZEX IP. No license, agreement, course of dealing, or course of performance shall be construed to transfer, assign, or convey any ownership interest in the XRYZEX IP to any Licensee or third party.

2.3 XRYZEX expressly retains the exclusive, perpetual, irrevocable, worldwide, unrestricted right to modify, upgrade, patch, maintain, market, advertise, promote, resell, re-license, sublicense, distribute, and otherwise exploit the Software and the XRYZEX IP in any current or future form, medium, or format, and to any third party, in any jurisdiction, without any obligation, accounting, royalty, or payment to any Licensee. This right survives termination, expiration, or non-renewal of any license.

2.4 XRYZEX further retains the unrestricted right to create, develop, and commercialize derivative works, enhancements, successor products, and entirely new products built upon, inspired by, or derived from the XRYZEX IP. No Licensee acquires any right, title, or interest in any such derivative work, enhancement, or successor product by virtue of any prior license, and no Licensee may register, claim, or assert any ownership, lien, or encumbrance over any portion of the XRYZEX IP.

2.5 Licensees may not reverse engineer, decompile, disassemble, copy, frame, scrape, rent, lease, loan, sublicense, or create derivative works of the Software except to the extent expressly permitted by this Agreement or by mandatory applicable law. Any unauthorised use, reproduction, or distribution of the XRYZEX IP constitutes a material breach of this Agreement and may result in termination of the License and the pursuit of all available legal remedies, including injunctive relief, statutory damages, and disgorgement of profits.

2.6 Licensee's end-client brand assets, agency name, logos, and customer relationships are and remain the exclusive property of Licensee. XRYZEX makes no claim of ownership or license to Licensee's end-client brand assets, and Licensee acknowledges that nothing in this Agreement conveys to XRYZEX any right, title, or interest in Licensee's end-client brand assets, except a limited, non-exclusive, royalty-free right to reference Licensee as a customer for marketing purposes during the License Term unless Licensee opts out in writing.

3. Prohibited Uses & Anti-Resale Restrictions

3.1 Licensee is explicitly granted the right to provide hosted Voice AI receptionist services to Licensee's own end-clients under Licensee's unbranded agency brand. That right is the only commercial right granted by this Agreement. Licensee is strictly forbidden from engaging in any of the activities described in Clauses 3.2 through 3.5.

3.2 No Resale of Source Code. Licensee shall not resell, sub-license, lease, rent, lend, or redistribute the raw source code, the boilerplate, the database schemas, the API integration patterns, the technical documentation, or any other technical asset underlying the Software to any third party, in any form, whether for compensation, free of charge, or as part of a bundled offering.

3.3 No Public Disclosure. Licensee shall not publicly fork, mirror, or publish the codebase, in whole or in part, on any public repository, code-sharing portal, package registry, marketplace, knowledge-sharing forum, AI training dataset, or other publicly accessible location. Access to the codebase must remain limited to Licensee's authorised personnel who have a need-to-know for the purpose of operating Licensee's single deployment instance.

3.4 No Agency-in-a-Box Distribution. Licensee shall not package, market, distribute, or commercialise the codebase — or any substantially similar derivative — as an "agency-in-a-box" product, starter kit, code template, white-label developer framework, no-code/low-code platform, or turnkey product for sale, sub-license, or free distribution to other agency operators.

3.5 No Marketplace Listing. Licensee shall not list, advertise, or sell the source code, the technical documentation, or any portion of the XRYZEX IP on any third-party marketplace (including, without limitation, GitHub Marketplace, Code Canyon, Shopify App Store, AWS Marketplace, or similar platforms) or on any code-trading platform, broker, or intermediary.

• Reselling, sub-licensing, leasing, renting, or redistributing the raw source code, boilerplate, database schemas, or technical assets to any third party;
• Publicly forking, mirroring, or publishing the codebase on public repositories, code-sharing portals, or AI training datasets;
• Packaging or distributing the codebase as an "agency-in-a-box" product, starter kit, code template, or white-label developer framework for other agency operators;
• Listing the source code or technical documentation on third-party marketplaces or code-trading platforms.

3.6 No Unlawful or Abusive Use. The Software may not be used for any unlawful purpose, including but not limited to: fraudulent telemarketing, deceptive caller-ID manipulation, unauthorised emergency-line interception, harassment, stalking, impersonation of government entities or financial institutions, debt-collection practices prohibited by applicable law, or any activity that violates the Telephone Consumer Protection Act (TCPA), Truth in Caller ID Act, Telemarketing Sales Rule (TSR), General Data Protection Regulation (GDPR), California Consumer Privacy Act (CCPA), or analogous statutes in any other jurisdiction.

3.7 Auto-detection and enforcement. XRYZEX reserves the right to deploy technical safeguards, license-verification telemetry, and code-fingerprinting mechanisms to assist in the detection of prohibited distribution. The presence or absence of such safeguards does not relieve Licensee of any obligation under this Section 3.

4. Operational Responsibility & Regulatory Compliance

4.1 Licensee accepts sole and exclusive operational responsibility for configuring, hosting, securing, monitoring, and maintaining Licensee's independent deployment infrastructure, including, without limitation, Licensee's Vercel, Supabase, Vapi, Twilio or other telephony, large-language-model provider accounts, and any other infrastructure or service provider integrated with the Software by Licensee. Licensee shall follow the Fully Documented Onboarding Protocol provided with the Software and shall maintain all infrastructure in good standing with the relevant provider's terms of service.

4.2 Licensee is exclusively responsible for ensuring that Licensee's voice agents and any related communications comply with all applicable local, national, and international laws, regulations, codes of practice, and industry standards, including, without limitation:

• Telephone Consumer Protection Act (TCPA) — including prior express written consent for marketing or prerecorded calls, calling-time restrictions, and internal do-not-call list maintenance;
• Telemarketing Sales Rule (TSR) — including prompt disclosure requirements, call-duration limits, and call abandonment caps;
• General Data Protection Regulation (GDPR) — including lawful-basis documentation, transparency notices, cross-border transfer safeguards, and data-subject rights;
• California Consumer Privacy Act (CCPA) / California Privacy Rights Act (CPRA) — including privacy notice, opt-out, and sensitive-personal-information handling;
• Mandatory AI-Disclosure Laws — including the California SB 1001 (bot disclosure) and analogous state, federal, and foreign statutes requiring clear disclosure that the caller is interacting with an automated system or AI voice agent;
• State Mini-TCPA Statutes — including Florida Telephone Solicitation Act (FTSA), Oklahoma Telephone Solicitation Act, Washington CEMA, Maryland Stop the Spam Calls Act, and any other state or provincial telemarketing statute;
• Industry-Specific Privacy Standards — including HIPAA where applicable to healthcare-related call flows, GLBA where applicable to financial-services call flows, and PCI DSS where applicable to payment-card data.

4.3 No Legal Advice. XRYZEX does not provide legal advice and does not represent that any particular deployment configuration, prompt script, call-flow design, or consent mechanism will satisfy Licensee's regulatory obligations. Licensee is solely responsible for obtaining independent legal counsel regarding Licensee's telemarketing, recording, privacy, AI-disclosure, and consumer-protection compliance programs.

4.4 Cloud & Security Hygiene. Licensee shall maintain reasonable security practices with respect to Licensee's accounts, access tokens, API keys, environment variables, and database credentials. Licensee shall promptly rotate any compromised credentials, enable multi-factor authentication for all administrator accounts, and restrict access to the deployment to authorised personnel. XRYZEX is not responsible for losses arising from Licensee's failure to maintain such security practices.

5. Merchant of Record & Financial Processing

5.1 All commercial licensing transactions, checkout billing, invoicing, refunds, chargebacks, and applicable indirect tax collections (including, without limitation, value-added tax (VAT), goods and services tax (GST), sales tax, and digital services tax) are managed exclusively by Paddle.com Markets Limited ("Paddle"), acting as the global Merchant of Record for XRYZEX AI. Paddle is the contracting merchant for each transaction and is responsible for the full financial lifecycle of every purchase, including payment authorisation, settlement, currency conversion, refunds, chargeback management, and tax remittance to the relevant authorities.

5.2 Paddle is an independent data controller with respect to the payment data it processes. Paddle maintains its own privacy policy, data processing terms, and security obligations. XRYZEX does not receive, process, store, or retain raw payment card numbers (PANs), card verification values (CVV/CVC), or cardholder authentication credentials; payment details are transmitted directly from the purchaser's browser or device to Paddle's PCI-DSS-compliant infrastructure over encrypted channels.

5.3 XRYZEX's systems receive from Paddle only limited, non-sensitive order metadata — including the purchaser's name, billing email address, licensed product identifier, transaction reference, and payment status — which XRYZEX uses solely for license fulfilment, activation, support, and bookkeeping.

5.4 Licensee agrees to direct all payment-processing, tax-receipt, invoice, and remittance inquiries first to Paddle through the checkout interface, and to copy XRYZEX at support@xryzex.com only where coordination between Paddle and XRYZEX is reasonably required. Licensee warrants that all financial details provided during checkout are accurate, complete, and duly authorised.

5.5 Pricing, currency, taxes, and renewals are as displayed at checkout and confirmed in the order confirmation email issued by Paddle on behalf of XRYZEX. Pricing displayed elsewhere (including prior marketing materials or third-party listings) is non-binding and is superseded by the price shown at checkout.

6. Zero Rev-Share & Independent Third-Party Costs

6.1 XRYZEX AI collects zero ongoing platform royalties, revenue-share percentages, or per-call fees on revenues, transactions, billings, or any other consideration generated between Licensee and Licensee's end-clients. Licensee retains 100% of Licensee's gross agency revenue, subject only to Licensee's payment of the license fee at checkout and any applicable third-party infrastructure costs described in Clause 6.2.

6.2 Licensee acknowledges that independent third-party infrastructure vendor costs — including, without limitation, Vercel hosting, Supabase database and storage, Vapi voice orchestration, telephony minutes, large-language-model token costs, and any other third-party service integrated by Licensee — are paid directly by Licensee to the relevant vendor under Licensee's own accounts. XRYZEX is not a party to, and has no responsibility for, the pricing, billing, or service-level commitments of any such vendor.

6.3 Licensee is solely responsible for negotiating Licensee's own pricing with Licensee's end-clients, for billing and collecting from Licensee's end-clients, and for paying all applicable taxes on Licensee's agency revenue in Licensee's jurisdiction. XRYZEX does not participate in Licensee's end-client billing cycle and does not have visibility into Licensee's end-client relationships, contracts, or revenue.

7. Disclaimer of Warranties ("AS-IS")

7.1 THE SOFTWARE AND TECHNICAL DOCUMENTATION ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, UPTIME, ACCURACY, NON-INFRINGEMENT, QUIET ENJOYMENT, AND TITLE.

7.2 XRYZEX AI DOES NOT WARRANT THAT THE SOFTWARE WILL BE ERROR-FREE, UNINTERRUPTED, SECURE, OR FREE FROM HARMFUL COMPONENTS; THAT DEFECTS WILL BE CORRECTED; THAT THE SOFTWARE WILL MEET LICENSEE'S SPECIFIC BUSINESS REVENUE, CLIENT CONVERSION, COST, OR OPERATIONAL GOALS; OR THAT THE SOFTWARE WILL OPERATE IN COMBINATION WITH ANY THIRD-PARTY HARDWARE, SOFTWARE, SYSTEM, OR SERVICE SELECTED BY LICENSEE.

7.3 XRYZEX AI DOES NOT WARRANT UPTIME, AVAILABILITY, OR RESPONSE TIME OF ANY THIRD-PARTY SERVICE INTEGRATED WITH THE SOFTWARE, INCLUDING VERCEL, SUPABASE, VAPI, OR ANY TELEPHONY PROVIDER. THIRD-PARTY SERVICE-LEVEL AGREEMENTS, WHERE THEY EXIST, ARE GOVERNED BY THE RELEVANT VENDOR'S TERMS AND NOT BY THIS AGREEMENT.

7.4 NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY LICENSEE FROM XRYZEX OR THROUGH THE LICENSED DOCUMENTATION SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT. THE LICENSEE ASSUMES FULL RESPONSIBILITY FOR ANY DECISION MADE OR ACTION TAKEN IN RELIANCE ON THE SOFTWARE OR THE DOCUMENTATION.

8. Limitation of Liability

8.1 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL XRYZEX AI, XRYZEX GROUP, XRYZEX ENTERPRISES, OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AFFILIATES, SUCCESSORS, OR ASSIGNS (COLLECTIVELY, THE "XRYZEX PARTIES") BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, EXEMPLARY, OR ENHANCED DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF PROFITS, REVENUE, DATA, GOODWILL, BUSINESS OPPORTUNITY, OR BUSINESS INTERRUPTION) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE USE OF, OR INABILITY TO USE, THE SOFTWARE, EVEN IF ANY XRYZEX PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

8.2 IN ALL CASES, THE TOTAL CUMULATIVE AGGREGATE LIABILITY OF THE XRYZEX PARTIES FOR ANY AND ALL CLAIMS, LOSSES, OR DAMAGES ARISING UNDER OR RELATING TO THIS AGREEMENT — WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, STATUTE, OR OTHERWISE — SHALL NOT EXCEED THE ACTUAL NET LICENSE FEE RECEIVED BY XRYZEX (THROUGH PADDLE) FOR LICENSEE'S SPECIFIC LICENSE PURCHASE DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

8.3 THE LIMITATIONS AND EXCLUSIONS IN THIS SECTION 8 APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND ARE INTENDED TO ALLOCATE RISK BETWEEN THE PARTIES IN ACCORDANCE WITH THE LICENSE FEE PAID. THE LICENSE FEE WAS SET IN RELIANCE ON THESE LIMITATIONS.

8.4 NOTHING IN THIS AGREEMENT EXCLUDES OR LIMITS ANY LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW, INCLUDING LIABILITY FOR FRAUD OR FRAUDULENT MISREPRESENTATION, FOR DEATH OR PERSONAL INJURY CAUSED BY NEGLIGENCE, OR FOR ANY OTHER LIABILITY THAT APPLICABLE LAW DEEMS NON-EXCLUDABLE.

9. Breach, Revocation & Legal Remedies

9.1 Any unauthorised code distribution, public repository disclosure, prohibited resale, breach of Section 3, misuse of XRYZEX IP, or other material breach of this Agreement shall result in immediate and automatic revocation of the License without requirement of prior notice or opportunity to cure, and without any obligation to refund any portion of the license fee. Continued operation of the Software after such revocation is unauthorised and may constitute copyright infringement.

9.2 XRYZEX Enterprises reserves the right to seek, in any competent court of its choosing, emergency injunctive relief, statutory copyright damages (including, where applicable, maximum statutory damages per infringed work), full economic disgorgement of unauthorised revenues, exemplary and punitive damages, attorneys' fees, and any other remedy available at law or in equity in the event of IP infringement or breach of this Agreement.

9.3 Licensee acknowledges that monetary damages alone may be inadequate to remedy a breach of Section 2 or Section 3 of this Agreement and that injunctive relief is appropriate and necessary to protect the XRYZEX IP. Licensee waives any objection to the entry of such injunctive relief on the basis of adequacy of monetary damages or balance of hardships.

9.4 Termination of this Agreement, whether by revocation, expiration, mutual cancellation, or any other means, shall not relieve Licensee of obligations that by their nature survive termination, including but not limited to those set out in Section 16 (Survival).

10. License Activation, Verification & Support

10.1 Upon completion of checkout through Paddle, Licensee will receive a license key and activation instructions. The license key is bound to the Named Operating Entity recorded at checkout. Licensee must complete activation within the activation window stated in the order confirmation; failure to activate within that window does not extend the License Term or entitle Licensee to any refund.

10.2 XRYZEX may, at its sole discretion, perform license verification by means of license-key challenge, deployment fingerprinting, telemetry signals, or other reasonable technical measures. Licensee shall not interfere with, circumvent, disable, or attempt to bypass any such verification measure. Any interference, circumvention, or attempt to bypass constitutes a material breach of this Agreement.

10.3 During the License Term, XRYZEX will provide reasonable email-based support at support@xryzex.com for installation, configuration, and onboarding questions arising from the Fully Documented Onboarding Protocol. Support is provided on an as-available basis and does not include consulting, customisation, integration with Licensee-proprietary systems, or compliance assurance.

10.4 XRYZEX may, at its sole discretion and without obligation, release updates, patches, or feature enhancements to the Software during the License Term. Licensee is not required to install such updates, but acknowledges that older versions may become progressively unsupported and that continued security and reliability of Licensee's deployment may depend on timely installation.

11. Refunds, Chargebacks & Cancellation

11.1 All refund requests are administered by Paddle on behalf of XRYZEX under Paddle's refund policy. Licensee acknowledges that the Software is delivered in digital, downloadable form and that, once a license key has been activated, the value delivered is largely consumed. Refund eligibility is therefore limited and is governed by the refund window and conditions stated at checkout and in Paddle's published policy.

11.2 Initiation of a chargeback or payment dispute with Licensee's card issuer in circumstances where Paddle and XRYZEX have not been given a reasonable opportunity to resolve the underlying issue is a material breach of this Agreement. XRYZEX reserves the right to suspend or revoke Licensee's license during the pendency of any such chargeback and to recover its reasonable costs (including attorneys' fees) associated with responding to the chargeback.

11.3 Licensee may cancel the License at any time by ceasing operation of the Software and providing written notice of cancellation to support@xryzex.com. Cancellation does not entitle Licensee to a refund of any portion of the license fee, except where Paddle's refund policy independently provides for one.

12. Confidentiality

12.1 During the License Term, Licensee may receive or have access to non-public technical, architectural, business, or commercial information of XRYZEX (including, without limitation, source code, schema designs, prompt architectures, pricing, roadmaps, and customer or vendor information) (collectively, "Confidential Information"). Licensee shall protect Confidential Information with the same degree of care it uses to protect its own confidential information of like sensitivity, and in no event less than reasonable care.

12.2 Licensee shall not disclose Confidential Information to any third party except: (i) to Licensee's employees, contractors, and professional advisors who have a need-to-know for the purpose of operating Licensee's single deployment instance and who are bound by written confidentiality obligations no less protective than those in this Agreement; or (ii) as required by law, court order, or governmental authority, subject to Licensee giving XRYZEX prompt written notice (where lawful) and reasonable cooperation in seeking a protective order.

12.3 The confidentiality obligations in this Section 12 do not apply to information that: (i) is or becomes publicly available through no breach by Licensee; (ii) was lawfully in Licensee's possession before disclosure by XRYZEX; (iii) is independently developed by Licensee without use of or reference to XRYZEX Confidential Information; or (iv) is rightfully obtained from a third party not under a duty of confidence.

13. Indemnification by Licensee

13.1 Licensee shall defend, indemnify, and hold harmless the XRYZEX Parties from and against any and all claims, demands, suits, actions, proceedings, losses, damages, fines, penalties, settlements, judgments, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to: (i) Licensee's deployment, operation, branding, or marketing of the Software; (ii) Licensee's voice agent calls, scripts, or interactions with end-clients; (iii) Licensee's handling of end-caller personal data; (iv) Licensee's violation of any applicable law or regulation; (v) any breach by Licensee of this Agreement; or (vi) any third-party claim that Licensee's use of the Software in combination with Licensee-selected third-party services violates applicable law.

13.2 XRYZEX shall promptly notify Licensee of any claim subject to indemnification under Clause 13.1, shall provide reasonable cooperation (at Licensee's expense), and shall permit Licensee to control the defence and settlement; provided that Licensee shall not enter into any settlement that imposes any liability, admission, or obligation on XRYZEX without XRYZEX's prior written consent.

14. Survival

14.1 The following provisions of this Agreement shall survive termination, expiration, revocation, or non-renewal of any License for any reason: Section 2 (Absolute IP Retention); Section 3 (Prohibited Uses); Section 7 (Disclaimer of Warranties); Section 8 (Limitation of Liability); Section 9 (Breach & Remedies); Section 12 (Confidentiality); Section 13 (Indemnification); Section 14 (Survival itself); Section 18 (Governing Law); and any other provision that by its nature is intended to survive.

14.2 Termination of the License shall not relieve Licensee of any obligation to pay amounts accrued before termination, including the license fee and any indemnification obligations.

15. Assignment & Delegation

15.1 Licensee shall not assign, delegate, transfer, novate, or sub-contract this Agreement, the License, or any of Licensee's rights or obligations under this Agreement, whether by operation of law, merger, change of control, sale of substantially all assets, or otherwise, without XRYZEX's prior written consent. Any attempted assignment, delegation, or transfer in violation of this Section is void ab initio.

15.2 XRYZEX may assign this Agreement freely in connection with a sale of the XRYZEX IP, a corporate reorganisation, a financing event, or to any affiliate or successor of XRYZEX. This Agreement is binding upon and inures to the benefit of the parties' permitted successors and assigns.

16. Independent Contractors; No Agency

16.1 This Agreement creates a relationship of independent licensees between the parties. Nothing in this Agreement creates any partnership, joint venture, employment, agency, fiduciary, franchise, or similar relationship between XRYZEX and Licensee. Neither party has authority to bind the other or to incur obligations on the other's behalf.

16.2 Each party is responsible for its own taxes, employment obligations, and regulatory compliance with respect to its own personnel, business operations, and revenues, except as expressly addressed in Section 5 (Merchant of Record) with respect to transaction-level indirect tax collection and remittance by Paddle.

17. Force Majeure

17.1 Neither party shall be liable for any delay or failure to perform (other than payment obligations) caused by circumstances beyond its reasonable control, including, without limitation, acts of God, war, terrorism, civil unrest, government action, pandemic or epidemic, internet or telecommunications outage, large-scale cyberattack, natural disaster, fire, flood, or labour dispute (a "Force Majeure Event"). The affected party shall give prompt notice and shall use commercially reasonable efforts to mitigate.

17.2 If a Force Majeure Event continues for more than ninety (90) consecutive days, either party may terminate this Agreement by written notice, without liability (other than accrued payment obligations).

18. Amendments & Entire Agreement

18.1 XRYZEX may amend this Agreement from time to time by posting an updated version at the permalink for this Terms of Service page and updating the "Last Updated" date. Material amendments will, where reasonable, be communicated by email to Licensee's billing address.

18.2 Continued use of the Software after the effective date of any amendment constitutes acceptance of the amended Agreement. If Licensee does not agree to an amendment, Licensee's sole remedy is to cease using the Software and, where applicable under Section 11, request cancellation.

18.3 This Agreement, together with the order confirmation issued by Paddle on behalf of XRYZEX and any referenced XRYZEX Privacy Policy, constitutes the entire agreement between Licensee and XRYZEX with respect to the Software and supersedes all prior or contemporaneous understandings, proposals, communications, and agreements (oral or written) relating to its subject matter.

18.4 No failure or delay by either party in exercising any right, power, or remedy under this Agreement shall operate as a waiver thereof. No single or partial exercise of any right, power, or remedy shall preclude any further exercise thereof.

19. Notices, Severability & Headings

19.1 All legal notices to XRYZEX shall be sent by email to support@xryzex.com, with the subject line "Legal Notice — Terms of Service", and shall be deemed received upon acknowledgement of receipt by an authorised XRYZEX representative. Notices from XRYZEX to Licensee may be sent to Licensee's billing email address on record and shall be deemed received when sent.

19.2 If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable, that provision shall be enforced to the maximum extent permitted by law and the remaining provisions shall remain in full force and effect. The parties shall negotiate in good faith a valid replacement provision that reflects, to the maximum extent possible, the original intent of the invalidated provision.

19.3 Section headings are for convenience only and shall not affect the interpretation of this Agreement. References to "including", "include", or "in particular" are deemed to be followed by "without limitation"; references to singular include plural and vice versa where the context requires.

20. Governing Law

20.1 This Agreement shall be governed by and construed in accordance with applicable enterprise commercial laws consistent with the corporate domicile of the XRYZEX contracting entity, without giving effect to any conflict-of-law principles that would result in the application of the laws of any other jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods is expressly disclaimed.

20.2 Any dispute arising out of or relating to this Agreement shall first be addressed through good-faith direct negotiation between the parties for a period of not less than thirty (30) days following written notice of the dispute. If the parties cannot resolve the dispute through negotiation, either party may submit the dispute to binding arbitration administered by a recognised international arbitration body under its then-current commercial rules, with the seat of arbitration and language of proceedings to be selected by the filing party from a list of mutually acceptable jurisdictions.

20.3 The parties expressly reserve the right to seek interim or injunctive relief in any competent court of competent jurisdiction for infringement of the XRYZEX IP, without first observing the negotiation or arbitration procedures described in Clause 20.2.

21. Contact Information

21.1 If you have questions regarding these Terms of Service, wish to request enterprise or volume licensing clarification, or require any other commercial communication with XRYZEX, contact the XRYZEX legal and commercial team at:

21.2 Payment, tax, invoicing, and Merchant-of-Record inquiries must be directed to Paddle through the checkout interface or via the support channels published by Paddle; XRYZEX will reasonably coordinate with Paddle where coordination is required.

21.3 Privacy inquiries, data-subject access requests, and licensing verification requests should be sent to support@xryzex.com with the subject line "Privacy Request" or "Licensing Verification" and are governed by the XRYZEX Privacy Policy.