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Last updated: January 1, 2026
Tixa Inc Effective Date: Jan 01, 2026 | Last Updated: May 28, 2026
BY ACCEPTING THIS AGREEMENT OR ACCESSING OR USING THE SERVICE, YOU ARE AGREEING TO THE TERMS AND CONDITIONS OF THIS AGREEMENT.
IF YOU ARE USING ANY SERVICE AS AN EMPLOYEE, AGENT, OR CONTRACTOR OF A CORPORATION, PARTNERSHIP OR SIMILAR ENTITY, THEN YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO SIGN FOR AND BIND SUCH ENTITY IN ORDER TO ACCEPT THE TERMS OF THIS AGREEMENT. THE RIGHTS GRANTED UNDER THIS AGREEMENT ARE EXPRESSLY CONDITIONED UPON ACCEPTANCE BY SUCH AUTHORIZED PERSONNEL.
From time to time, Tixa may modify this Agreement. Unless otherwise specified by Tixa, changes become effective for Customer upon renewal of the then-current Subscription Term or entry into a new Service Order Form after the updated version of this Agreement goes into effect. Tixa will use reasonable efforts to notify Customer of the changes through communications via Customer’s Account, email or other means.
The “Effective Date” of this Agreement is the date which is the earlier of (a) Customer’s initial access to any Service through any online provisioning, registration, or order process or (b) the effective date of the first Service Order Form, as applicable, referencing this Agreement. This Agreement will govern Customer’s initial purchase on the Effective Date as well as any future purchases made by Customer that reference this Agreement.
These Terms of Service (the “Agreement”) is entered into by and between Tixa Inc., a California corporation (“Tixa") and the person or entity placing an order for or accessing the Service (“Customer”). In consideration of the terms and conditions set forth below, the parties agree as follows:
Tixa will make the Services and Software available to Customer pursuant to this Agreement, the Supplemental Terms (where applicable), the applicable SOF, and the Documentation, and provide such Services in accordance with this Agreement, including the Data Processing Addendum (“DPA”), the Professional Services Agreement (“PSA”), the BAA, if applicable (as defined below), the laws and government regulations applicable to Tixa’s business, during each Subscription Term, and if applicable, the Privacy Notice. During the Subscription Term, Tixa grants to Customer a limited, non-exclusive right to access and use the Services and Software only for its internal business purposes or in accordance with the Documentation, for up to the number of Users included in the Service Plan or otherwise noted in the SOF, including the right to download, install, and use the Mobile Apps in connection with the authorized use of the Services.
Customer may need to register for an Account in order to place orders or access or receive the Services. Customer agrees to keep its Account information current, accurate, and complete so that Tixa may send notices, statements, and other information to Customer via email or through its Account, which notifications will be subject to this Agreement and the Privacy Notice. Customer will be responsible for maintaining the confidentiality of User login information and credentials for accessing the Services and will notify Tixa promptly of any loss, misuse, or unauthorized disclosure of such login information and/or credentials of which Customer becomes aware. Tixa and its Affiliates will not be liable for any damage or loss that may result from Customer’s breach of the foregoing obligations.
Customer may only use the Services in accordance with the Documentation, subject to the use limitations indicated in any applicable SOF pursuant to which Customer subscribes to the Services, and the terms of this Agreement. Customer agrees to comply with the Tixa Acceptable Use and Conduct Policy (as defined below) which are hereby incorporated into this Agreement.
Customer agrees not to use the Tixa Technology (as defined below):
As between the parties, Customer and its licensors retain all right, title, and interest (including any and all intellectual property rights) in and to the Customer Data and any modifications made thereto in the course of the operation of the Tixa Technology. Subject to the terms of this Agreement, Customer hereby grants to Tixa and its Affiliates a non-exclusive, worldwide, royalty-free right to process the Customer Data solely to the extent necessary to provide, maintain, and improve the Tixa Technology and perform all related obligations owed to Customer under this Agreement, or as may be required by law. Customer is solely responsible for the accuracy, content, and legality of all Customer Data. Customer warrants that Customer has and will have sufficient rights in the Customer Data to grant the rights to Tixa under this Agreement. If Customer is subject to the US Health Insurance Portability and Accountability Act of 1996 and its implementing regulations (“HIPAA”), Customer may not upload protected health information (“PHI”) as defined by HIPAA, unless Customer has entered into a business associate agreement with Tixa, which will govern the parties’ respective obligations with respect to any PHI uploaded by Customer to the Services, Software, or Mobile Apps (“BAA”).
The parties will comply with the terms of the DPA, which is incorporated into this Agreement by this reference, with respect to the provision and processing of Personal Data as defined in the DPA. Tixa will use appropriate technical and organizational measures in the Services to protect the Customer Data from unauthorized access, processing, loss, or disclosure. Tixa measures are designed to provide a level of security appropriate to the risk of processing the Customer Data within the Services. Customer understands that Tixa and its Affiliates will process Customer Data in accordance with applicable data protection laws, this Agreement, including the DPA, and the Privacy Notice.
Customer Data is Customer’s Confidential Information under this Agreement. Customer and its licensors retain all right, title, and interest in and to the Customer Data and all of Customer’s Confidential Information provided under this Agreement, and Tixa obtains no rights in the foregoing except for the express rights granted in this Agreement and the Privacy Notice. Tixa and its licensors retain all right, title, and interest in and to Tixa Technology and Usage Data (as defined below). Customer acknowledges that the Services are offered as online, hosted solutions, and that Customer has no right to obtain a copy of the underlying computer code for any Services, except (if applicable) for any downloadable Software, in object code format. Tixa may freely use and incorporate into Tixa’s products and services any suggestions, enhancement requests, recommendations, corrections, or other feedback provided by Customer or by any Users or End Users relating to Tixa’s products or services. Feedback and any other suggestions are provided by Customer exclusively “AS IS,” in Customer’s sole discretion, and will not be used by Tixa in any way that identifies or permits identification of Customer, its Affiliates, Users, or End Users.
Customer agrees that its name, logo, and/or use case may be used by Tixa in marketing materials (“Promotional Materials”). Promotional Materials may be for both internal and/or external purposes of Tixa and such rights granted herein shall be worldwide, perpetual, and in any media. Customer may request that Tixa stop the use of Promotional Materials of Customer by submitting an email to team@addtixa.com at any time. It may take us up to thirty (30) days to process a request.
Notwithstanding anything to the contrary in this Agreement, Tixa may collect and use any data that is gathered in or derived from the use of the Services (“Usage Data”) to develop, improve, support, and operate its products and services. Tixa shall not share with a third party any Usage Data that includes Customer’s Confidential Information except (i) in accordance with Section 8 (Confidentiality) of this Agreement, or (ii) to the extent the Usage Data is aggregated and anonymized such that the data no longer directly identifies Customer or Customer’s Users.
Tixa may modify the Services, Software, and Service Plans from time to time, including by adding or removing features, functions, and entitlements; provided, however, that (i) Tixa will not materially decrease the overall functionality of the Services or Software during Customer’s Subscription Term, except where such modifications are required for data security reasons or to comply with applicable law and (ii) any such modifications are made on a prospective and nondiscriminatory basis. Tixa will provide reasonable notice of material updates to the Services by either in-product notification or e-mail. Such modifications to any Services, Service Plans, or Software are subject to this Agreement. Customer agrees that its purchase to subscriptions of the Services and Software is neither contingent upon the delivery of any future functionality or features, nor dependent upon any oral or written comments made by Tixa with respect to future functionality or features.
Tixa or other third parties may make available third-party products or services (“Third-Party Services”) through designated integration portals or forums. These Third-Party Services may integrate with the Services and are not licensed by Tixa pursuant to this Agreement, but are governed by the third-party provider’s terms and conditions and privacy policies that accompany them, which Customer must separately accept. Tixa does not warrant or support Third-Party Services, unless expressly provided otherwise in an SOF. Tixa is not responsible for any disclosure, modification, or deletion of Customer Data resulting from access by such third party. The Service may contain features designed to interoperate with Third-Party Services. Tixa cannot guarantee the continued availability of such Third-Party Services and may cease supporting them without entitling Customer to any refund, credit, or other compensation, if for example and without limitation, the Third-Party Service provider ceases to make the Third-Party Service available for interoperation with the corresponding Service features in a manner acceptable to Tixa. Customer understands that Tixa is not responsible for providing technical support for the Third-Party Services and that Tixa is not responsible for the data hosting and data transfer practices followed by the providers of such Third-Party Services.
All charges associated with Customer’s Account (“Fees”) are set forth in the applicable SOF, Service, and/or Website. For credit card payments, the payment is due immediately upon receipt of invoice. Customer hereby authorizes Tixa or our authorized agents, as applicable, to bill your credit card upon subscription to the Services (and any renewal thereof). For payments through other accepted methods, payment is due and payable in full within thirty (30) days from the invoice date or as stated in the applicable SOF. Payment obligations are non-cancelable, regardless of utilization by the Customer and, except as expressly permitted in this Agreement, Fees paid are non-refundable and for Services that are Agent-based Customer will be billed in accordance with the number of purchased Agents. Customer will pay the Fees through an accepted payment method as specified in the applicable SOF or Website. During the Subscription Term, the Customer shall not: (i) reduce their User count, or (ii) downgrade their Service Plan. Customer is responsible for providing complete and accurate billing and contact information to Tixa and notifying Tixa of any changes to such information.
If undisputed Fees are more than thirty (30) days overdue, then, following written notification from Tixa, Tixa may suspend Customer’s access to the Tixa Technology, including, without limitation, Customer’s Account, until such unpaid Fees are paid in full.
Tixa will not exercise its rights under Section 5(b) (Late Payments), Section 6(d)(i) (Suspension of Service), or Section 6(e) (Termination for Cause) with respect to non-payment by Customer if Customer is disputing the applicable charges reasonably and in good faith and is cooperating diligently to resolve the dispute. If the parties are unable to resolve such a dispute within thirty (30) days, Tixa will have the right to seek any remedies it may have under this Agreement, at law or in equity, irrespective of any terms that would limit remedies on account of a dispute. For clarity, any undisputed amounts must be paid in full.
The Fees do not include any taxes, levies, duties, or similar governmental assessments, including value-added, sales, use, or withholding taxes assessable by any local, state, provincial or foreign jurisdiction (collectively “Taxes”). Customer agrees to pay applicable direct or indirect Taxes associated with its purchases hereunder, which, to the extent Tixa is legally required to collect the same, will be itemized on the Tixa invoice. If Customer has an obligation to withhold any amounts under any law or tax regime (other than U.S. income tax law), Customer will gross up the payments so that Tixa receives the amount actually quoted and invoiced. If Tixa has the legal obligation to pay or collect Taxes for which Customer is responsible under this section, the appropriate amount will be invoiced and paid by the Customer, unless, prior to the invoice date, the Customer provides Tixa with a valid tax exemption certificate authorized by the appropriate taxing authority.
Customer’s Affiliates may purchase Services directly from Tixa by executing an SOF which is governed by the terms of this Agreement. Such SOF will establish a new and separate agreement between the Customer’s Affiliate and the Tixa entity signing such SOF. If the Affiliate resides in a different country than Customer, then the SOF may include modifications to terms applicable to the transaction(s) (including but not limited to tax terms and governing law).
Customer may procure use of any Services, Software, or Mobile Apps from a third-party authorized reseller of Tixa, including third-party marketplaces (“Channel Partner”) pursuant to a separate agreement with the Channel Partner. Customer’s use of any Services, Software, or Mobile Apps procured through a Channel Partner will be subject to the terms of this Agreement, and all fees payable (including all applicable Taxes) for such use will be payable to the Channel Partner pursuant to the terms agreed to between Customer and Channel Partner.
Customer understands and agrees that, if Customer purchased the Services, Software, or Mobile Apps subscriptions via a Channel Partner, service credits and refunds payable under this Agreement may be payable or applied by Channel Partner acting on behalf of Tixa in proportion to the fees paid by Customer to the Channel Partner, and the discharge by the Channel Partner of such obligations will relieve Tixa of the same under this Agreement.
This Agreement is effective as of the Effective Date (or, for online Customers, the date of sign up on the Website) and will continue through the then-current Subscription Term. Service Plans commence on the start date specified in the relevant SOF (or, for online Customers, the date of sign-up on the Website) and continue for the Subscription Term specified therein.
Unless a party gives written notice of non-renewal or downgrade at least thirty (30) days prior to the expiration of the relevant Subscription Term, Service Plans will automatically renew at the same number of Users and at the same Service Plan (including any add-ons), for a period equal to the previous Subscription Term.
Upon renewal, Tixa will adjust the Fees to reflect delivered innovation, general cost inflation, and other relevant factors. Tixa will notify you of any fee adjustments at least thirty (30) days before your renewal date, and these adjusted fees will take effect at the beginning of the Renewal Term. Furthermore, any discounts or price protections previously provided by Tixa will not apply to a renewal if your overall number of Users, Service Plan (including any add-ons), or contract terms are reduced or lowered from the prior Subscription Term.
Tixa may suspend Customer’s access to the Services, Software, Mobile Apps and/or Customer’s Account, on the following grounds:
Tixa will notify Customer of any such suspension. Tixa will use diligent efforts to attempt to limit, where commercially feasible, the suspension to affected Users or Tixa Technology, and will immediately restore the availability of the same as soon as the issues leading to the suspension are resolved. Such suspension will in no way affect Customer’s other obligations under this Agreement.
Either party may terminate this Agreement by written notice to the other party in the event that (i) such other party materially breaches this Agreement and does not cure such breach within thirty (30) days of such notice, or (ii) immediately in the event the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors.
Upon the expiration of Customer’s free trial, Tixa may immediately suspend Customer’s access to the free trial Services. Customer must export Customer Data before the end of the free trial or Customer Data will be permanently deleted. Notwithstanding anything to the contrary in this Agreement, Tixa will have no obligation to maintain, store, or otherwise retain Customer Data beyond the end of the free trial period.
Upon termination or expiration of this Agreement or any SOF for any reason, Customer’s access to the Services, Software, Mobile Apps, APIs, and other Tixa Technology will terminate. Tixa strongly recommends that Customer export all Customer Data before Customer closes Customer’s Account. Tixa will make Customer Data available for export for fourteen (14) days from the effective date of the closure of Customer’s Account due to: (i) the termination or expiration of this Agreement, or (ii) termination or expiration of the applicable SOF (“Data Export Period”). Customer may download or delete its Customer Data at any time during the Subscription Term.
Where Customer Data is retained by Tixa and can be exported, and provided that Customer is current on its payment obligations as described in Section 5, Customer may contact Tixa within the Data Export Period at team@addtixa.com to have Tixa export Customer’s Customer Data. Beyond such Data Export Period, Tixa reserves the right to retain Customer data for up to three (3) months before deleting all Customer Data in the normal course of operation except as necessary to comply with Tixa legal obligations, maintain accurate financial and other records, resolve disputes, and enforce its agreements. Customer Data cannot be recovered once it is deleted.
Each party will protect the other’s Confidential Information from unauthorized use, access, or disclosure in the same manner as it protects its own Confidential Information of similar nature or importance, and in any event, using no less than reasonable care. Except as otherwise expressly permitted pursuant to this Agreement, the receiving party may use the disclosing party’s Confidential Information solely to exercise its respective rights and perform its respective obligations under this Agreement, and will disclose such Confidential Information solely:
The provisions of this section will supersede any non-disclosure agreement by and between the parties entered into prior to this Agreement that would purport to address the confidentiality of any information shared by the parties, including Customer Data, and such agreement will have no further force or effect with respect to the foregoing. The receiving party acknowledges that disclosure of Confidential Information would cause substantial harm for which damages alone would not be a sufficient remedy, and therefore that upon any such disclosure by the receiving party, the disclosing party will be entitled to seek appropriate equitable relief in addition to whatever other remedies it might have at law.
Tixa warrants that the Services, Software, or Mobile Apps will perform in all material respects in accordance with the Documentation. Provided that Customer provides written notice of a claim within thirty (30) days after first becoming aware of a breach of the foregoing warranty, Tixa will use diligent efforts to correct the Services, Software, or Mobile Apps so the foregoing warranty is met, and if Tixa is unable to make such corrections in a timely manner, either party may terminate the applicable SOF, and Customer, as its sole and exclusive remedy, will be entitled to receive a refund of any unused Fees that Customer has pre-paid for the applicable Services, Software, or Mobile Apps purchased thereunder.
This warranty will not apply if the error or non-conformance was caused by Customer’s breach of this Agreement or Customer’s or its Users’ misuse of the Services, Software, and Mobile Apps, modifications to the Services, Software, and Mobile Apps by anyone other than Tixa or its representatives, or third-party hardware, software, or services used in connection with the Services, Software, and Mobile Apps.
Tixa warrants that the Services hosted by Tixa will be monitored using commercially available means to attempt to detect and prevent the introduction of any computer instructions, circuitry or other technology means whose purpose or effect is to disrupt, damage or interfere with the authorized use of, or allow access to, the computer and communications facilities or equipment of Tixa or Customer, including, without limitation, any code containing viruses, Trojan horses, worms, backdoors, trap doors, time-out devices, or similar destructive or harmful code or code that self-replicates (collectively, “Malicious Software”).
EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, NEITHER PARTY MAKES ANY OTHER WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, AND ALL SUCH WARRANTIES ARE HEREBY DISCLAIMED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.
This section states Tixa’s entire liability and Customer’s exclusive remedy with respect to an IP Claim. Tixa will defend Customer, and its officers, directors, and employees against any Claim, from any third party claim alleging that Customer’s use of the Tixa Technology accessed or used in accordance with this Agreement infringes such third party’s patent, copyright and/or trademark intellectual property rights (an “IP Claim”), and will indemnify and hold harmless Customer from and against any damages and costs awarded against Customer, or agreed in settlement by Tixa (including reasonable attorneys’ fees) resulting from such IP Claim.
Tixa will have no liability or obligation with respect to any IP Claim if such claim is caused in whole or in part by:
If Customer’s use of the Tixa Technology results (or in Tixa’s opinion is likely to result) in an IP Claim, Tixa may at its own option and expense (a) procure for Customer the right to continue using the foregoing items as set forth hereunder; (b) replace or modify them to make them non-infringing; or (c) if options (a) or (b) are not commercially reasonable as determined by Tixa, then either Customer or Tixa may terminate Customer’s subscription to the Service, whereupon Tixa will refund Customer, on a pro-rated basis, any Fees Customer has previously paid Tixa for the corresponding unused portion.
Customer will defend Tixa and its Affiliates from any third party claim (“Claim”), and will indemnify and hold harmless Tixa and its Affiliates from and against any damages and costs awarded against Tixa and its Affiliates, or agreed in settlement by Customer (including reasonable attorneys’ fees) resulting from such Claim, to the extent caused by: (i) Customer’s or its Affiliate’s unauthorized supply, disclosure, or processing of Customer Data, including Personal Data therein, (ii) Customer’s or its Affiliate’s violation of laws applicable to Customer’s or its Affiliate’s business.
In the event of a potential indemnity obligation under this Section 10, the indemnified party will: (i) promptly notify the indemnifying party in writing of the claim, (ii) allow the indemnifying party the right to control the investigation, defense and settlement (if applicable) of such claim at the indemnifying party’s sole cost and expense, and (iii) upon request of the indemnifying party, provide all necessary cooperation at the indemnifying party’s expense.
Failure by the indemnified party to notify the indemnifying party of a claim under this section will not relieve the indemnifying party of its obligations under this Section, however, the indemnifying party will not be liable for any litigation expenses that the indemnified party incurred prior to the time when notice is given or for any damages and/or costs resulting from any material prejudice caused by the delay or failure to provide notice to the indemnifying party in accordance with this section.
The indemnifying party may not settle any claim that would bind the indemnified party to any obligation (other than payment covered by the indemnifying party or ceasing to use infringing materials) or require any admission of fault by the indemnified party, without the indemnified party’s prior written consent, such consent not to be unreasonably withheld, conditioned, or delayed. Any indemnification obligation under this Section 10 will not apply if the indemnified party settles or makes any admission with respect to a claim without the indemnifying party’s prior written consent.
Subject to applicable law and notwithstanding anything else in this Agreement, IN NO EVENT WILL EITHER PARTY BE LIABLE FOR SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES (INCLUDING WITHOUT LIMITATION DOWNTIME COSTS, LOSS OF DATA, RESTORATION COSTS, LOST PROFITS, OR COST OF COVER) REGARDLESS OF WHETHER SUCH CLAIMS ARE BASED ON CONTRACT, TORT, WARRANTY OR ANY OTHER LEGAL THEORY.
Except for an action brought for gross negligence, willful misconduct, fraud or a party’s indemnification obligations, EACH PARTY’S AGGREGATE LIABILITY AND THAT OF ITS AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, SUPPLIERS, AND LICENSORS, UNDER THIS AGREEMENT WILL NOT EXCEED THE FEES RECEIVED BY OR PAYABLE TO Tixa IN THE APPLICABLE SOF IN THE TWELVE MONTHS PRECEDING THE CLAIM.
The parties agree that this Section 11 will apply regardless of the form of action, whether in contract, tort (including negligence), strict liability or otherwise and will apply even if any limited remedy specified in this Agreement is found to have failed of its essential purpose. The applicable monetary cap set forth in this Section will apply across this Agreement and any and all separate agreement(s) on an aggregated basis, without regard to whether any individual Customer Affiliates have executed a separate SOF.
Customer understands and agrees that the primary intent of Section 11 is to distribute the risks associated with this Agreement between both parties. This limits possible liabilities, taking into account the cost of the Fees. If Tixa were to take on additional liability beyond what is specified in this Agreement, the Fees would have been markedly higher.
Tixa may use a third-party service provider to manage payment processing provided that such service provider is not permitted to store, retain, or use Customer’s payment account information except to process Customer’s payment information for Tixa. Customer must notify Tixa of any change in Customer’s payment account details.
Except as otherwise explicitly set forth in this Agreement, all notices required under this Agreement shall be in writing and shall be deemed delivered upon receipt when delivered via certified mail or internationally recognized overnight courier to Tixa's corporate address, or via electronic mail to team@addtixa.com.
This Agreement shall be governed by, and construed in accordance with, the laws of the State of California, without regard to its conflict of laws principles. The parties agree that any legal action or proceeding arising out of or relating to this Agreement shall be brought exclusively in the state or federal courts located in California.
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