Terms of Service

1. Agreement Overview

These Terms of Service ("Terms") constitute a legally binding agreement between the entity or individual subscribing to the Service ("Customer," "you," or "your") and [LEGAL ENTITY NAME], a company organized under the laws of [STATE], with its principal office at [ADDRESS] ("DEXtra," "we," "us," or "our"), governing your access to and use of the DEXtra Remote Monitoring and Management platform, including all associated software, APIs, documentation, and support services (collectively, the "Service").

By creating an account, accessing the Service, or installing any DEXtra software on any device, you acknowledge that you have read, understood, and agree to be bound by these Terms. If you are accepting these Terms on behalf of a company, organization, or other legal entity, you represent and warrant that you have the authority to bind that entity to these Terms, in which case "Customer" refers to that entity.

If you do not agree to these Terms, you must not create an account or use the Service.

2. Definitions

• "Agent" means the DEXtra software application installed on an Endpoint for the purpose of monitoring, management, and remote access functionality.
• "Endpoint" means any computer, server, workstation, virtual machine, or other device on which an Agent is installed and which is monitored or managed through the Service.
• "Authorized User" means any individual who is authorized by the Customer to access and use the Service, including but not limited to technicians, administrators, and supervisors within the Customer's organization.
• "Customer Data" means all data, files, information, telemetry, logs, configurations, and other content that is submitted, stored, processed, or transmitted through the Service by or on behalf of the Customer, including data collected by Agents from Endpoints.
• "AI Features" means the artificial intelligence-powered capabilities of the Service, including the AI helpdesk, automated diagnostics, autonomous issue resolution, and any other features that utilize large language model (LLM) technology.
• "Subscription Plan" means the specific tier of Service selected by the Customer, currently consisting of Starter, Professional, and Enterprise plans, each with defined features, limitations, and pricing as described on the DEXtra pricing page.
• "Trial Period" means the complimentary evaluation period during which the Customer may access the Service at no charge, subject to the terms and limitations set forth in Section 4.2.

3. Account Registration and Security

To use the Service, Customer must register for an account. In connection with registration and ongoing use, Customer agrees to:

1. Provide accurate, current, and complete information during the registration process and maintain the accuracy of such information throughout the term of the agreement.
2. Maintain the security and confidentiality of all account credentials, including passwords, API keys, and access tokens. Customer is solely responsible for all activity that occurs under its account.
3. Notify DEXtra immediately upon becoming aware of any unauthorized access to or use of the Customer's account, or any other breach of security.
4. Maintain only one account per organization. Multiple accounts for a single legal entity are not permitted without prior written consent from DEXtra.
5. Acknowledge that DEXtra reserves the right to refuse registration, suspend, or terminate any account at its sole discretion, including but not limited to cases where the information provided is inaccurate, misleading, or in violation of these Terms.
6. Confirm that the individual creating the account is at least 18 years of age and possesses the legal capacity to enter into binding agreements.

4. Subscription Plans and Payment

4.1 Plans

The Service is offered under tiered Subscription Plans, each providing different features, agent limits, and AI usage quotas. The specific terms, features, and pricing for each plan are detailed on the DEXtra pricing page at /pricing and are incorporated into these Terms by reference. DEXtra reserves the right to modify, add, or discontinue Subscription Plans at any time, subject to the notice requirements in Section 4.4.

4.2 Free Trial

DEXtra may offer a free Trial Period of up to thirty (30) days. During the Trial Period, the Service is provided "as is" without any warranty or service level commitment. DEXtra may terminate or modify the Trial Period at any time and for any reason. Upon expiration of the Trial Period, Customer must select a paid Subscription Plan to continue using the Service. Any Customer Data created during the Trial Period may be retained for a reasonable period to facilitate transition to a paid plan.

4.3 Billing

Subscription fees are billed monthly in advance based on the number of active Agents deployed across Customer's Endpoints. All fees are quoted and payable in United States Dollars (USD). Subscription fees are non-refundable except as expressly stated in these Terms or as required by applicable law. Customer authorizes DEXtra to charge the payment method on file for all applicable fees.

4.4 Price Changes

DEXtra may modify pricing for any Subscription Plan at any time. Any price increase will take effect no earlier than thirty (30) days after DEXtra provides written notice to the Customer via email or through the Service dashboard. Continued use of the Service after a price change takes effect constitutes acceptance of the new pricing. If Customer does not agree to the price change, Customer may cancel the subscription before the new pricing takes effect.

4.5 Late Payment

If payment is not received within fifteen (15) days of the invoice due date, DEXtra reserves the right to suspend access to the Service until all outstanding amounts are paid in full. Past due amounts shall accrue interest at the rate of one and one-half percent (1.5%) per month, or the maximum rate permitted by applicable law, whichever is less. Customer shall be responsible for all reasonable costs of collection, including attorneys' fees.

4.6 Taxes

All fees are exclusive of applicable taxes, levies, duties, or similar governmental assessments of any nature, including but not limited to value-added, sales, use, or withholding taxes (collectively, "Taxes"). Customer is responsible for paying all Taxes associated with its purchases under these Terms. If DEXtra is required to collect or remit Taxes, such Taxes will be invoiced to and paid by Customer.

5. Acceptable Use

5.1 Permitted Use

The Service is intended solely for legitimate information technology management purposes. Customer shall use the Service only to monitor, manage, and support Endpoints that Customer owns or is authorized to manage. Customer shall ensure that all Authorized Users comply with these Terms and that Agents are installed only on devices for which Customer has obtained proper authorization from the device owner.

5.2 Prohibited Use

Customer shall not, and shall ensure that its Authorized Users do not, use the Service to:

1. Access, monitor, or control any computer, device, or network without the explicit authorization of its owner, or install Agents on devices without the knowledge and consent of the device owner or authorized administrator.
2. Engage in any activity that violates any applicable local, state, national, or international law or regulation, including but not limited to data protection, privacy, computer fraud, and unauthorized access laws.
3. Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of any DEXtra software, except to the extent that such restriction is expressly prohibited by applicable law.
4. Use AI Features for purposes that are deceptive, harmful, or malicious, including generating false or misleading diagnostic information, manipulating AI outputs for social engineering, or using AI Features to craft malware or attack tools.
5. Circumvent, disable, or otherwise interfere with any usage limits, security features, access controls, or authentication mechanisms of the Service.
6. Resell, sublicense, redistribute, or make the Service available to any third party without prior written consent from DEXtra, except as necessary for Customer's legitimate managed service provider (MSP) operations.
7. Submit excessive, automated, or abusive requests to the AI Features with the intent of consuming resources disproportionate to Customer's Subscription Plan or disrupting the Service for other customers.
8. Use the Service to distribute, install, or execute malware, viruses, ransomware, spyware, adware, or any other malicious software on any Endpoint or network.
9. Use the Service or any Endpoint resources for cryptocurrency mining, distributed computing projects, or any other resource-intensive activity unrelated to legitimate IT management.
10. Impersonate any person or entity, falsely claim an affiliation with any person or entity, or access accounts of other customers without authorization.

5.3 AI Usage Limits

Each Subscription Plan includes a defined allocation of AI conversations per month. AI Features will be automatically disabled for the remainder of the billing period when the allocated limit is reached. Customers may upgrade their Subscription Plan to obtain a higher AI usage allocation. Systematic abuse of AI Features, including but not limited to automated scripted interactions or attempts to extract model weights or training data, may result in immediate suspension of AI Features or termination of the account.

5.4 Enforcement

DEXtra reserves the right to investigate any suspected violation of this Acceptable Use Policy and to suspend or terminate the Service without prior notice if DEXtra reasonably determines that a violation has occurred. DEXtra may also report any activity that it suspects violates any law or regulation to the appropriate law enforcement authorities.

6. Customer Data and Privacy

6.1 Ownership

Customer retains all right, title, and interest in and to Customer Data. Nothing in these Terms shall be construed to grant DEXtra any ownership rights in Customer Data.

6.2 License

Customer grants DEXtra a limited, non-exclusive, worldwide license to process, store, transmit, and display Customer Data solely to the extent necessary to provide, maintain, and improve the Service, to comply with applicable law, and to enforce these Terms.

6.3 AI Processing

When Customer uses AI Features, relevant contextual data (including system telemetry, diagnostic information, and conversation content) is transmitted to Anthropic, DEXtra's AI infrastructure provider, for processing. Anthropic does not use Customer Data for training its models. DEXtra minimizes the data sent to AI processors and does not transmit personally identifiable information unless it is directly relevant to the Customer's support request. For further details, please refer to our Privacy Policy.

6.4 Data Location

Customer Data is stored and processed on infrastructure controlled by DEXtra. DEXtra uses commercially reasonable efforts to maintain data within secure, reputable hosting environments. Specific data residency requirements may be addressed under the Enterprise Subscription Plan or a separate Data Processing Agreement.

6.5 Data Portability

Customer may export Customer Data at any time during the term of the subscription through the Service's built-in export functionality or by contacting DEXtra support at [EMAIL]. DEXtra will provide reasonable assistance with data export requests at no additional charge.

6.6 Data Deletion

Upon termination of the subscription, DEXtra will retain Customer Data for a period of thirty (30) days to allow Customer to export its data. After the 30-day retention period, DEXtra will permanently delete all Customer Data from its systems, except where retention is required by applicable law or regulation. Customer may request earlier deletion by contacting DEXtra support.

6.7 Security

DEXtra implements commercially reasonable administrative, technical, and physical safeguards designed to protect Customer Data against unauthorized access, disclosure, alteration, or destruction. These measures include, but are not limited to, encryption in transit and at rest, access controls, regular security assessments, and incident response procedures. A detailed description of DEXtra's security practices is available in our Privacy Policy and, where applicable, our Data Processing Agreement.

7. Intellectual Property

7.1 DEXtra IP

The Service, including all software, algorithms, interfaces, designs, documentation, trademarks, and any other intellectual property embodied therein, is and shall remain the exclusive property of DEXtra and its licensors. These Terms do not grant Customer any rights to DEXtra's intellectual property except for the limited license to use the Service as expressly provided herein.

7.2 Open Source

The Service may incorporate open-source software components, which are subject to their own respective license terms. A list of open-source components and their applicable licenses is available upon request. Nothing in these Terms restricts or limits the rights granted to Customer under any applicable open-source license.

7.3 Feedback

If Customer provides DEXtra with any suggestions, ideas, enhancement requests, feedback, recommendations, or other input regarding the Service ("Feedback"), Customer hereby grants DEXtra a perpetual, irrevocable, non-exclusive, royalty-free, worldwide license to use, modify, incorporate, and otherwise exploit such Feedback for any purpose without restriction or obligation of any kind.

7.4 Agent Software

The Agent software is licensed, not sold, to Customer. Customer receives a limited, non-exclusive, non-transferable, revocable license to install and operate the Agent on Endpoints solely in connection with the Customer's authorized use of the Service. Customer shall not modify, adapt, translate, or create derivative works of the Agent software, except to the extent expressly permitted by applicable law.

8. Limitation of Liability

9. Disclaimer of Warranties

10. Indemnification

10.1 Customer Indemnification

Customer shall indemnify, defend, and hold harmless DEXtra and its affiliates, officers, directors, employees, agents, and licensors from and against any and all claims, demands, losses, liabilities, damages, costs, and expenses (including reasonable attorneys' fees) arising out of or related to:

1. Customer's violation of these Terms, including the Acceptable Use Policy set forth in Section 5.
2. Customer's violation of any applicable law, regulation, or third-party right, including but not limited to privacy, data protection, and intellectual property laws.
3. The installation or operation of Agents on Endpoints without proper authorization from the device owner or in violation of any applicable law or regulation.

10.2 DEXtra Indemnification

DEXtra shall indemnify, defend, and hold harmless Customer from and against any and all claims, demands, losses, liabilities, damages, costs, and expenses (including reasonable attorneys' fees) arising out of any third-party claim that the Service, as provided by DEXtra and used by Customer in accordance with these Terms, infringes any valid patent or copyright of a third party. This obligation shall not apply to the extent the infringement claim arises from (a) modification of the Service by anyone other than DEXtra, (b) combination of the Service with any product, service, or technology not provided by DEXtra, or (c) Customer's use of the Service in a manner not authorized by these Terms.

11. Term and Termination

11.1 Duration

These Terms are effective from the date Customer creates an account or first accesses the Service and continue for the duration of the Subscription Plan selected by Customer. Subscriptions automatically renew for successive periods equal to the initial subscription term unless either party provides written notice of non-renewal at least thirty (30) days prior to the end of the then-current term.

11.2 Cancellation by Customer

Customer may cancel its subscription at any time through the Service dashboard or by contacting DEXtra support at [EMAIL]. Cancellation will take effect at the end of the current billing period. Customer will continue to have access to the Service until the end of the paid billing period. No refunds or credits will be issued for any partial billing period remaining after cancellation.

11.3 Termination by DEXtra

DEXtra may terminate or suspend the Customer's account and access to the Service, in whole or in part, immediately and without prior notice, if:

1. Customer materially breaches any provision of these Terms and fails to cure such breach within fifteen (15) days of receiving written notice thereof.
2. Customer's payment is overdue for more than thirty (30) days.
3. Customer violates the Acceptable Use Policy set forth in Section 5, and the violation is of such severity that immediate termination is warranted in DEXtra's reasonable judgment.
4. DEXtra is required to do so by applicable law, regulation, or court order.

11.4 Effect of Termination

Upon termination or expiration of the subscription for any reason:

1. All licenses granted to Customer under these Terms shall immediately terminate.
2. Customer shall promptly uninstall all Agents from all Endpoints and cease all use of the Service.
3. Customer shall have thirty (30) days from the date of termination to export Customer Data through the Service's export functionality or by contacting DEXtra support. After the 30-day period, DEXtra shall permanently delete all Customer Data in accordance with Section 6.6.
4. Any outstanding fees owed by Customer shall become immediately due and payable.

11.5 Survival

The following sections shall survive any termination or expiration of these Terms: Section 6 (Customer Data and Privacy), Section 7 (Intellectual Property), Section 8 (Limitation of Liability), Section 9 (Disclaimer of Warranties), Section 10 (Indemnification), and Section 13 (General Provisions).

12. Dispute Resolution

12.1 Governing Law

These Terms shall be governed by and construed in accordance with the laws of the State of [STATE], without regard to its conflict of law principles. Any legal action or proceeding not subject to arbitration under Section 12.2 shall be brought exclusively in the federal or state courts located in [CITY, STATE], and each party irrevocably consents to the jurisdiction of such courts.

12.2 Binding Arbitration

Any dispute, controversy, or claim arising out of or relating to these Terms, or the breach, termination, or invalidity thereof, shall be finally resolved by binding arbitration administered by [ARBITRATION BODY] in accordance with its then-current commercial arbitration rules. The arbitration shall take place in [CITY, STATE]. The arbitration shall be conducted by a single arbitrator selected in accordance with the applicable rules. The arbitrator's decision shall be final and binding on both parties and may be entered as a judgment in any court of competent jurisdiction. Each party shall bear its own costs and expenses in connection with the arbitration, and the costs of the arbitrator shall be shared equally unless the arbitrator determines otherwise.

12.4 Exceptions

Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of its intellectual property rights, confidential information, or other proprietary rights, without the requirement of posting a bond or other security.

13. General Provisions

Entire Agreement. These Terms, together with any applicable Subscription Plan terms, Data Processing Agreement, and Service Level Agreement, constitute the entire agreement between the parties with respect to the subject matter hereof and supersede all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter.

Severability. If any provision of these Terms is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be modified to the minimum extent necessary to make it valid, legal, and enforceable while preserving its original intent. If such modification is not possible, the provision shall be severed from these Terms, and the remaining provisions shall continue in full force and effect.

Waiver. The failure of either party to enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. Any waiver of any provision of these Terms shall be effective only if in writing and signed by the waiving party.

Assignment. Customer may not assign or transfer these Terms or any rights or obligations hereunder without the prior written consent of DEXtra. DEXtra may assign these Terms in connection with a merger, acquisition, reorganization, or sale of all or substantially all of its assets without Customer's consent. Any purported assignment in violation of this section shall be null and void. Subject to the foregoing, these Terms shall bind and inure to the benefit of the parties and their respective successors and permitted assigns.

Force Majeure. Neither party shall be liable for any delay or failure to perform its obligations under these Terms (other than payment obligations) to the extent that such delay or failure is caused by circumstances beyond its reasonable control, including but not limited to acts of God, natural disasters, pandemics, government actions, war, terrorism, labor disputes, power outages, internet disruptions, or failures of third-party service providers.

Notices. All notices required or permitted under these Terms shall be in writing and shall be deemed given when (a) delivered personally, (b) sent by confirmed email to the address associated with the account (for Customer) or to [EMAIL] (for DEXtra), or (c) one (1) business day after deposit with a nationally recognized overnight courier. DEXtra may also provide notice through the Service dashboard.

Amendments. DEXtra reserves the right to modify these Terms at any time. Material changes will be communicated to Customer at least thirty (30) days in advance via email or through a prominent notice in the Service dashboard. Continued use of the Service after the effective date of any modification constitutes acceptance of the modified Terms. If Customer does not agree to the modified Terms, Customer must cease use of the Service and cancel the subscription before the modifications take effect.

Independent Contractors. The relationship between DEXtra and Customer is that of independent contractors. Nothing in these Terms shall be construed to create a partnership, joint venture, agency, employment, or franchise relationship between the parties. Neither party has the authority to bind the other or to incur any obligation on behalf of the other.