Terms of Service

1. Acceptance of These Terms

By accessing or using the Platform, by clicking a box indicating acceptance, or by executing an order form that references these Terms, you accept and agree to be bound by these Terms. These Terms take effect on the date you first accept them or first access the Platform, whichever is earlier.

If you are accepting these Terms on behalf of a company, organization, or other legal entity, you represent and warrant that you have full legal authority to bind that entity to these Terms, and references to “you” and “Customer” refer to that entity. If you do not have such authority, or if you do not agree with these Terms, you must not accept them and may not use the Platform. Individuals who use the Platform under a Customer account (“Authorized Users”) do so on the Customer’s behalf, and the Customer is responsible for their compliance with these Terms.

2. Definitions

In these Terms, capitalized terms have the meanings set out below or where they are first defined in the text.

• “Platform” means Dextalo and its three applications (Projects, HRM, and Accounting), together with the websites, APIs, mobile or desktop clients, documentation, and related services we make available.
• “Customer Content” or “Customer Data” means all data, text, files, documents, source and target language content, translation memories, glossaries, employee and HR records, financial and accounting records, and other materials that the Customer or its Authorized Users submit to, store in, or generate through the Platform, excluding the Platform itself and our pre-existing materials.
• “Authorized User” means an individual (such as an employee, contractor, vendor, or agent of the Customer) whom the Customer permits to access the Platform under its account.
• “AI Features” means features of the Platform that use machine-learning or large language models, including automated translation, drafting, summarization, classification, and assistant capabilities.
• “AI Output” means content generated by AI Features in response to Customer inputs or prompts.
• “Documentation” means the user guides, help articles, and technical materials we publish for the Platform.
• “Order Form” means an ordering document, online checkout, or Enterprise contract that specifies the plan, quantities, fees, and term of the Customer’s subscription.
• “Subscription Term” means the period during which the Customer is authorized to access a paid plan, as set out in the applicable Order Form.
• “DPA” means the Data Processing Addendum that governs our processing of personal data on the Customer’s behalf.
• “Applicable Law” means all laws, regulations, and rules that apply to a party’s performance under these Terms.

3. Eligibility, Accounts, and Account Security

The Platform is intended for business and professional use by organizations and the individuals they authorize. To use the Platform, you must be at least the age of legal majority in your jurisdiction and capable of forming a binding contract. The Platform is not directed to consumers or to children, and it is not intended for personal, household, or family use.

3.1 Registration and accurate information

To access most features you must register for an account. You agree to provide accurate, current, and complete information during registration and to keep that information up to date. We may rely on the information you provide and may refuse, suspend, or terminate accounts that contain false, misleading, or incomplete information.

3.2 Authority to bind the organization

The person who creates an organization account represents that they are authorized to act for, and to bind, that organization. The Customer is responsible for designating administrators, managing Authorized User access, and ensuring that each Authorized User complies with these Terms.

3.3 Account security

You are responsible for safeguarding account credentials and for all activity that occurs under your account, whether or not authorized. We provide authentication through our identity provider (Clerk) and offer security controls such as multi-factor authentication; you are responsible for enabling and using appropriate controls. You must notify us promptly at security@dextalo.com (or support@dextalo.com) if you suspect any unauthorized access to or use of your account. We are not liable for any loss arising from unauthorized use of your account that results from your failure to keep credentials secure.

4. Description of the Service and the Three Apps

Dextalo is a single cloud platform composed of three integrated applications. The features available to you depend on your plan, your role, and your configuration. We may add, modify, or remove features over time as described in Section 23 (Changes to the Service and to These Terms).

4.1 Projects

Projects is our translation and localization management application. It includes project and workflow management, a computer-assisted translation (CAT) editor with translation memory and terminology support, file handling, and vendor and linguist management.

4.2 HRM

HRM is our human-resources application for managing employee leave, attendance, time tracking, and related workforce records. The Customer is solely responsible for using HRM in compliance with all applicable labor, employment, payroll, and data-protection laws.

4.3 Accounting

Accounting is our enterprise resource planning (ERP) application, which includes customer-relationship management (CRM), sales documents, quotations, invoices, receipts, and a general ledger. The Platform is a software tool and does not provide accounting, audit, tax, legal, or financial advice. The Customer is responsible for verifying that records, calculations, and documents produced through Accounting are accurate and compliant with applicable accounting standards and tax laws, and for consulting qualified professionals where appropriate.

5. Subscription Plans, Free Tier, and Free Trials

We offer the Platform under several plans. The features, usage limits, and entitlements of each plan are described on dextalo.com or in your Order Form and may change as described in these Terms.

• Free — a no-cost tier with limited features, capacity, and usage allowances, provided on an “as is” and “as available” basis with no service-level commitment.
• Pro — a paid subscription billed per Authorized User on a monthly or annual basis, with expanded features, higher limits, and the support and availability targets described in Section 14.
• Enterprise — a custom plan governed by a negotiated Order Form or master agreement, which may include bespoke terms, volume pricing, security commitments, and service levels.

5.1 Free trials

We may offer free trials or evaluation access to paid plans. Trials are provided for evaluation only and on an “as is” basis without warranties or service-level commitments. Unless we agree otherwise in writing, at the end of a trial we may convert your account to the paid plan you selected (and begin charging the applicable fees) or downgrade it to the Free tier. We may modify or discontinue trials at any time. Any configuration or data created during a trial may be permanently lost if you do not subscribe before the trial ends.

6. Fees, Billing, Taxes, Renewal, and Refunds

6.1 Fees and billing

You agree to pay all fees for the plan and quantities specified in your Order Form or selected at checkout. Fees for Pro plans are billed in advance on a recurring basis (monthly or annually, as selected) and are charged to the payment method on file through our payment processor. Per-user fees are based on the number of Authorized User seats you provision; if you add seats mid-term, we may charge for the additional seats on a prorated basis for the remainder of the then-current billing period.

6.2 Taxes

Fees are exclusive of taxes. You are responsible for all sales, use, value-added, goods-and-services, and similar taxes, duties, and assessments, excluding taxes based on our net income. Where Thai value-added tax (VAT, currently 7%) applies, it will be added to your invoice or accounted for as required by law; for cross-border business-to-business supplies, the reverse-charge mechanism may apply, in which case the Customer is responsible for self-assessing and remitting VAT. If Applicable Law requires you to withhold or deduct withholding tax from amounts payable to us, you will provide us with valid withholding tax certificates and reasonable cooperation, and the parties will handle gross-up and crediting in accordance with applicable Thai Revenue Code requirements and any applicable double-tax treaty.

6.3 Auto-renewal

Unless otherwise stated in your Order Form, paid subscriptions automatically renew at the end of each Subscription Term for a renewal period equal to the prior term, at our then-current rates, unless you cancel before the renewal date through your account settings or by giving us written notice. To avoid charges for the next term, you must cancel before the renewal date.

6.4 Price changes

We may change our fees and introduce new charges. For changes affecting your subscription, we will give you at least thirty (30) days’ notice before the change takes effect at your next renewal. If you do not agree to a price change, you may cancel before the change takes effect; continued use after the effective date constitutes acceptance of the new fees.

6.5 Late payment

If any undisputed amount is overdue, we may charge interest at the lower of 1.5% per month or the maximum rate permitted by Applicable Law, and we may suspend or downgrade access as described in Section 16 until payment is made. You will reimburse reasonable costs of collection.

6.6 Refunds

Except as required by Applicable Law or expressly stated in these Terms, all fees are non-refundable and payments are non-cancelable. Fees are not refundable for partial periods, unused seats, or downgrades, and we do not provide pro-rated refunds when you cancel mid-term. If you cancel an annual plan, you retain access for the remainder of the paid term but are not entitled to a refund of prepaid fees. If we terminate your subscription for our convenience (and not for your breach), we will refund any prepaid fees covering the period after the effective date of termination on a pro-rated basis.

7. Customer Data and Ownership

As between the parties, the Customer owns and retains all right, title, and interest in and to its Customer Content. We do not claim ownership of Customer Content, and nothing in these Terms transfers ownership of Customer Content to us.

The Customer grants us a worldwide, non-exclusive, royalty-free license to host, store, copy, transmit, display, process, and otherwise use Customer Content solely as necessary to provide, maintain, secure, and improve the Platform; to provide support; to prevent or address technical or security issues; and to comply with Applicable Law. This license also extends to our subprocessors and the third-party infrastructure and AI providers described in Section 11, solely for the foregoing purposes, and continues only for as long as needed to provide the Platform and for the limited retention periods described in these Terms and the Privacy Policy.

The Customer represents and warrants that it has all rights, consents, and lawful bases necessary to submit Customer Content to the Platform and to grant the license above, and that the Customer Content and its use of the Platform do not violate Applicable Law or infringe the rights of any third party. The Customer is responsible for the accuracy, quality, legality, and appropriateness of its Customer Content.

7.1 Aggregated and de-identified data

We may generate and use aggregated and de-identified data derived from use of the Platform (data that does not identify the Customer, any individual, or any Customer Content) for analytics, benchmarking, security, and to operate and improve our products. We do not use identifiable Customer Content to train third-party foundation models, and we configure our AI providers to disable training on Customer inputs and outputs where such controls are available.

8. Data Protection and the DPA

Our collection and use of information is described in our Privacy Policy, which is incorporated into these Terms by reference. To the extent we process personal data contained in Customer Content on the Customer’s behalf, the Customer is the data controller (or equivalent) and we act as the data processor (or equivalent), and that processing is governed by our Data Processing Addendum (DPA).

The DPA forms part of these Terms and sets out the subject matter, nature, and purpose of processing, the types of personal data and categories of data subjects, our obligations as processor, the use of subprocessors, security measures, assistance with data-subject rights and breach notification, and the terms governing any cross-border transfers among our operating locations in Thailand and Singapore and our subprocessors. Where the DPA conflicts with the body of these Terms in relation to the processing of personal data, the DPA controls. The Customer is responsible for ensuring that its collection and use of personal data through the Platform (including in HRM and Accounting) complies with Applicable Law, including Thailand’s Personal Data Protection Act and any other applicable privacy laws, and for providing all required notices and obtaining all required consents.

9. Acceptable Use Policy

You must use the Platform lawfully and responsibly. You are responsible for all use of the Platform under your account and for your Authorized Users’ compliance with this Acceptable Use Policy. You agree that you will not, and will not permit any Authorized User or third party to:

1. Use the Platform in violation of any Applicable Law or for any unlawful, fraudulent, deceptive, or harmful purpose.
2. Upload, store, transmit, or generate content that is illegal, infringing, defamatory, obscene, harassing, or that exploits or harms minors.
3. Infringe, misappropriate, or violate the intellectual property, privacy, publicity, contractual, or other rights of any person or entity.
4. Submit, store, or process the personal data of others without a valid lawful basis, required consents, or authority to do so.
5. Introduce or transmit any virus, worm, malware, ransomware, or other malicious or harmful code, or interfere with or disrupt the integrity, security, or performance of the Platform or its underlying infrastructure.
6. Attempt to gain unauthorized access to the Platform, other accounts, or any systems or networks connected to the Platform, or probe, scan, or test the vulnerability of any system without our prior written authorization.
7. Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, underlying structure, or non-public elements of the Platform, except to the limited extent Applicable Law expressly permits despite this restriction.
8. Scrape, crawl, harvest, or use bots or automated means to extract data from the Platform other than through our documented APIs and within applicable rate limits.
9. Circumvent, disable, or attempt to exceed usage limits, seat counts, rate limits, access controls, or other technical or contractual restrictions of the Platform.
10. Resell, sublicense, rent, lease, time-share, or operate a service bureau using the Platform, or make the Platform available to anyone other than your Authorized Users, except as expressly permitted in writing.
11. Use the Platform to build or train a competing product or service, or to benchmark or copy its features, except as Applicable Law expressly permits.
12. Misuse AI Features, including by attempting to bypass safety controls, generate unlawful or infringing output, impersonate others, generate deceptive or fraudulent content, or submit prompts or data you are not authorized to submit.
13. Use the Platform to send unsolicited or unlawful communications (spam), or to transmit content that violates the acceptable-use or usage policies of our third-party providers.

We may investigate suspected violations, and we may remove or disable content or suspend access as described in Section 16. We are not obligated to monitor Customer Content but may do so to operate, secure, and protect the Platform and to comply with Applicable Law.

10. AI Features

Certain features of the Platform use artificial intelligence and large language models provided by third parties (including Anthropic, Google, and OpenAI) and accessed through our model-context-protocol (MCP) and AI gateway. When you use AI Features, you submit inputs and prompts and receive AI Output.

10.1 Output provided “as is”; no warranty of accuracy

AI FEATURES AND AI OUTPUT ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND. AI Output may be inaccurate, incomplete, outdated, biased, or otherwise unsuitable for your purposes, and may not reflect the most current information. AI systems can produce plausible-sounding but incorrect content (“hallucinations”). We do not warrant that AI Output is accurate, reliable, complete, lawful, or fit for any particular purpose.

10.2 Customer responsibility to review

You are solely responsible for evaluating and verifying AI Output before relying on, publishing, or acting on it, and for any decisions you make based on it. This is especially important for translation and localization output produced in Projects, for HR determinations in HRM, and for financial, tax, or accounting figures and documents produced in Accounting. You must apply appropriate human review.

10.3 No professional advice

AI Output and the Platform do not constitute and are not a substitute for professional legal, financial, accounting, tax, medical, or other professional advice. You should obtain advice from a qualified professional before taking any action that has legal or financial consequences.

10.4 Inputs, outputs, and third-party terms

You are responsible for the inputs you submit to AI Features and must have the necessary rights to submit them. As between you and us, and to the extent permitted by Applicable Law and the applicable AI providers’ terms, you retain rights in your inputs, and you may use AI Output subject to these Terms. AI Output may not be unique, and similar output may be generated for other users. Your use of AI Features is also subject to the usage policies of the underlying AI providers, and you must not use AI Features in any manner those policies prohibit.

11. Third-Party Services and Integrations

The Platform relies on, and may integrate with, third-party products and services. These include, without limitation, Cloudflare (network, security, and edge services), Neon (database hosting), Clerk (authentication and identity), and the AI providers identified in Section 10. We are not responsible for, and do not control, third-party services, and their availability, performance, and security are outside our control.

If you enable or connect any third-party service or integration, your use of that service is governed by that third party’s own terms and privacy practices, not these Terms. We do not warrant or assume responsibility for third-party services, and we are not liable for any act or omission of a third party or for any loss arising from your use of a third-party service. We may add, change, or remove third-party providers and subprocessors over time, subject to the DPA.

12. Intellectual Property

As between the parties, we and our licensors own and retain all right, title, and interest in and to the Platform, including all software, source code, designs, user interfaces, Documentation, and all related intellectual property rights. We grant the Customer a limited, non-exclusive, non-transferable, non-sublicensable, revocable right to access and use the Platform during the term, solely for the Customer’s internal business purposes and in accordance with these Terms and the applicable plan. All rights not expressly granted are reserved.

“Dextalo,” “DxT,” our logos, and other names and marks are our trademarks. You may not use them without our prior written consent, except to accurately identify the Platform. You may not remove or alter any proprietary notices on the Platform.

12.1 Feedback

If you provide suggestions, ideas, or other feedback about the Platform, you grant us a perpetual, irrevocable, worldwide, royalty-free, and fully sublicensable license to use and exploit that feedback for any purpose without restriction or compensation to you. We are not obligated to use any feedback.

12.2 Publicity; Customer name and logo

Subject to this Section 12.2, the Customer grants DxT a limited, non-exclusive, royalty-free, worldwide license, during the term of the Customer’s subscription (and for a reasonable wind-down period for materials already in production), to use the Customer’s name, trade name, and logo solely to identify the Customer as a customer of the Platform. Permitted uses include display on dextalo.com (including the marketing site and landing page), in presentations, case studies, customer lists, and other marketing or promotional materials. This license does not transfer ownership of the Customer’s marks to us.

We will not alter the Customer’s logo except as reasonably needed for size or placement, and we will not state or imply that the Customer endorses, sponsors, partners with, or co-brands any product beyond identifying the Customer as a Platform customer. If the Customer provides reasonable written brand guidelines, we will use reasonable efforts to follow them for new uses. We may use only trademarks that the Customer has associated with its account or that are publicly attributable to the Customer organization that accepted these Terms.

The Customer may revoke this license at any time by written notice to legal@dextalo.com or support@dextalo.com. After we receive a valid revocation notice, we will cease new uses promptly and will remove the Customer’s name and logo from our primary marketing website (dextalo.com) within thirty (30) days. Materials already printed, cached by third parties, or active in paid campaigns may continue until reasonably exhausted or completed. An Order Form or signed Enterprise agreement may exclude or modify this Section 12.2, and in the event of a conflict that negotiated document controls.

The Customer represents and warrants that it has the right to grant this license and that the individual accepting these Terms is authorized to bind the Customer with respect to the Customer’s name and marks (see also Section 3). This Section 12.2 does not grant us rights in Customer Content, Confidential Information, or personal data, which remain governed by Sections 7, 8, and 13, the Privacy Policy, and the DPA. Our Privacy Policy explains how this marketing use relates to personal data (if any) and how individuals may exercise privacy rights.

13. Confidentiality

“Confidential Information” means non-public information disclosed by one party (the “Disclosing Party”) to the other (the “Receiving Party”) that is marked confidential or that should reasonably be understood to be confidential given its nature and the circumstances of disclosure. Customer Content is the Customer’s Confidential Information; the non-public elements of the Platform are our Confidential Information.

The Receiving Party will (a) use the Disclosing Party’s Confidential Information only to exercise its rights and perform its obligations under these Terms, (b) protect it using at least reasonable care, and (c) not disclose it except to its personnel, advisors, and subprocessors who need to know it and are bound by confidentiality obligations at least as protective as these. Confidential Information does not include information that is or becomes public without breach, is rightfully known without restriction, is independently developed, or is rightfully received from a third party. The Receiving Party may disclose Confidential Information if required by law, provided it gives reasonable prior notice where legally permitted and cooperates to limit the disclosure.

14. Service Levels, Availability, Support, and Maintenance

We aim to make the Platform reliable and available, but availability and support differ by plan.

• Free — provided on a best-effort basis with no availability commitment, no uptime service-level agreement (SLA), and community or self-service support only.
• Pro — provided with reasonable availability targets and standard support during our business hours, with response targets described on dextalo.com.
• Enterprise — provided with the availability commitments, support tiers, and any SLA set out in the applicable Order Form or master agreement.

We may perform scheduled and emergency maintenance and will use reasonable efforts to give advance notice of scheduled maintenance that is expected to materially affect availability. Availability commitments, where they exist, exclude downtime caused by maintenance, factors outside our reasonable control (including Section 22 force majeure events and third-party services), your acts or omissions, or suspension permitted under these Terms. Support is provided in English at support@dextalo.com.

15. Beta and Early-Access Features

We may offer features identified as beta, preview, early-access, experimental, or evaluation (“Beta Features”). Beta Features are made available to let you evaluate them and are not generally available. They may be changed, restricted, or discontinued at any time, may be subject to additional terms, and may contain bugs or errors.

BETA FEATURES ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND AND WITHOUT ANY SERVICE-LEVEL OR SUPPORT COMMITMENT, AND OUR LIABILITY FOR BETA FEATURES IS EXCLUDED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. You use Beta Features at your own risk and should not rely on them for production or business-critical workloads.

16. Suspension

We may suspend or restrict your or any Authorized User’s access to all or part of the Platform, with or without prior notice, if:

• any fees are overdue and remain unpaid after we provide notice;
• we reasonably believe you have violated the Acceptable Use Policy or otherwise materially breached these Terms;
• your use poses a security risk to the Platform or to others, may adversely affect the Platform or other customers, or may subject us or any third party to liability; or
• we are required to do so by Applicable Law or by a third-party provider whose services the Platform depends on.

Where practicable and lawful, we will give notice and an opportunity to cure before suspension, and we will limit the scope and duration of a suspension to what is reasonably necessary. We will restore access promptly once the cause of suspension is resolved. Suspension does not relieve you of your obligation to pay fees, and we are not liable for any loss arising from a suspension made in accordance with these Terms.

17. Term, Termination, and Effect of Termination

17.1 Term

These Terms apply from your first acceptance or use and continue for as long as you have an account or an active subscription. Each paid subscription continues for its Subscription Term and any renewals.

17.2 Termination

You may stop using the Platform and may cancel a paid subscription at any time through your account settings or by notice, effective at the end of the then-current billing period (subject to the refund rules in Section 6). Either party may terminate these Terms for cause if the other party materially breaches these Terms and fails to cure the breach within thirty (30) days after written notice, or immediately if the other party becomes insolvent or ceases to do business. We may also terminate or suspend Free-tier or trial access at any time, and may terminate these Terms if we cease offering the Platform, in each case with reasonable notice where practicable.

17.3 Effect of termination and data export

On termination or expiration, your right to access and use the Platform ends, and you must stop using it. For a period of thirty (30) days after termination (the “Export Window”), and provided your account is not terminated for an uncured material breach of the Acceptable Use Policy or for non-payment, we will make Customer Content available for export through the Platform’s export tools or, for Enterprise customers, as set out in the Order Form. After the Export Window, we may delete or de-provision Customer Content in the ordinary course, subject to the retention provisions of the DPA and Applicable Law and to copies retained in routine backups for a limited period. You remain responsible for fees accrued before termination.

17.4 Survival

The following provisions survive termination or expiration: Definitions; Customer Data and Ownership (as to accrued rights); Intellectual Property; Confidentiality; Fees already accrued; Warranties and Disclaimers; Limitation of Liability; Indemnification; Governing Law and Dispute Resolution; this Survival provision; and any other provision that by its nature should survive.

18. Warranties and Disclaimers

Each party represents and warrants that it has the authority to enter into these Terms. Except as expressly stated in these Terms or in a signed Enterprise agreement, the Platform is provided to the maximum extent permitted by Applicable Law as follows:

THE PLATFORM, INCLUDING ALL APPLICATIONS, AI FEATURES, AI OUTPUT, BETA FEATURES, AND DOCUMENTATION, IS PROVIDED “AS IS” AND “AS AVAILABLE,” WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

WE DO NOT WARRANT THAT THE PLATFORM WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE, THAT DEFECTS WILL BE CORRECTED, THAT THE PLATFORM IS FREE OF HARMFUL COMPONENTS, OR THAT ANY CONTENT OR OUTPUT (INCLUDING AI OUTPUT AND ACCOUNTING, HR, OR TRANSLATION RESULTS) WILL BE ACCURATE, COMPLETE, OR RELIABLE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM US CREATES ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS. Some jurisdictions do not allow the exclusion of certain warranties, so some of the above exclusions may not apply to you; in that case the warranties are limited to the minimum extent and shortest duration permitted by Applicable Law.

19. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY (NOR OUR LICENSORS OR SUPPLIERS) WILL BE LIABLE FOR ANY OF THE FOLLOWING ARISING OUT OF OR RELATING TO THESE TERMS OR THE PLATFORM, WHETHER BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER THEORY, AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES:

• indirect, incidental, special, consequential, exemplary, or punitive damages;
• loss of profits, revenue, goodwill, business, or anticipated savings;
• loss, corruption, or inaccuracy of data, or the cost of procuring substitute services; and
• any damages arising from AI Output, your reliance on AI Output, or your failure to review or verify it.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS AND THE PLATFORM WILL NOT EXCEED THE TOTAL FEES YOU ACTUALLY PAID TO US FOR THE PLATFORM IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. FOR THE FREE TIER, WHERE NO FEES HAVE BEEN PAID, OUR TOTAL AGGREGATE LIABILITY WILL NOT EXCEED ONE HUNDRED U.S. DOLLARS (US$100).

These limitations and exclusions do not apply to liability that cannot be limited or excluded under Applicable Law, including liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for a party’s willful misconduct. They also do not limit your obligation to pay fees or either party’s indemnification obligations under Section 20. The parties agree that these limitations are a fundamental basis of the bargain and reflect a reasonable allocation of risk.

20. Indemnification

20.1 By the Customer

You will defend, indemnify, and hold harmless DxT and its affiliates, officers, directors, employees, and agents from and against any third-party claims, demands, suits, or proceedings, and any resulting losses, damages, liabilities, costs, and reasonable legal fees, arising out of or relating to (a) your Customer Content, including any claim that it infringes or misappropriates a third party’s rights or violates Applicable Law; (b) your or your Authorized Users’ use of the Platform in breach of these Terms or in violation of Applicable Law, including the Acceptable Use Policy; and (c) your use of AI Output, including any decision or action you take based on it.

20.2 By DxT

We will defend you against third-party claims alleging that the Platform, as provided by us and used in accordance with these Terms, infringes that third party’s intellectual property rights, and we will indemnify you for resulting damages and reasonable legal fees finally awarded or agreed in settlement. This obligation does not apply to claims arising from Customer Content, from combinations of the Platform with items not provided by us, from your use in breach of these Terms, or from Beta Features, AI Output, or third-party services. If the Platform is or may become subject to an infringement claim, we may at our option procure the right to continue using it, modify or replace it to make it non-infringing, or terminate the affected subscription and refund prepaid fees for the unused period.

20.3 Procedure

The indemnified party will promptly notify the indemnifying party of the claim, give the indemnifying party sole control of the defense and settlement (provided no settlement imposes a non-indemnified obligation on the indemnified party without its consent), and provide reasonable cooperation. The indemnified party may participate with its own counsel at its own expense.

21. Export Controls and Sanctions

You must comply with all applicable export-control, trade, and economic-sanctions laws in connection with your use of the Platform. You represent and warrant that you and your Authorized Users are not located in, organized under the laws of, or ordinarily resident in a country or territory subject to comprehensive sanctions, and are not identified on any applicable restricted-party or sanctions list.

You will not access, use, export, re-export, or transfer the Platform or any related technology in violation of such laws, and you will not use the Platform for any prohibited end use. You are responsible for determining whether such laws apply to your use, including your use of the third-party AI and infrastructure providers identified in these Terms.

22. Governing Law and Dispute Resolution

22.1 Governing law

These Terms and any dispute arising out of or relating to them or the Platform are governed by the laws of the Kingdom of Thailand, without regard to its conflict-of-laws rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

22.2 Informal resolution first

Before commencing arbitration, the parties will try in good faith to resolve any dispute informally. The party raising the dispute will send a written notice describing it to legal@dextalo.com (or to the Customer’s account contact), and the parties will negotiate in good faith for at least thirty (30) days. Many concerns can be resolved quickly this way.

22.3 Binding arbitration

If a dispute is not resolved within that period, it will be finally settled by binding arbitration administered by the Thai Arbitration Institute (TAI) under its rules, in accordance with the Arbitration Act B.E. 2545 (2002) of Thailand, as amended. The seat of arbitration will be Bangkok, Thailand; the language of the arbitration will be English; and the tribunal will consist of one or three arbitrators appointed under the applicable rules. The arbitral award will be final and binding, and judgment on the award may be entered in any court of competent jurisdiction.

22.4 Carve-outs

Notwithstanding the agreement to arbitrate, either party may (a) seek interim, injunctive, or other equitable relief from a court of competent jurisdiction (including, by mutual submission, the competent courts of Bangkok, Thailand) to prevent actual or threatened infringement, misappropriation, or violation of its intellectual property rights or Confidential Information or other irreparable harm pending arbitration; and (b) bring an action to enforce an arbitral award or to recover undisputed amounts owed. Seeking such relief does not waive the agreement to arbitrate.

23. Force Majeure

Neither party will be liable for any delay or failure to perform its obligations (other than payment obligations) to the extent caused by events beyond its reasonable control, including acts of God, natural disasters, epidemics or pandemics, war, terrorism, civil unrest, governmental action, labor disputes, failures or outages of the internet, telecommunications, cloud-infrastructure, or third-party providers, and power failures. The affected party will use reasonable efforts to mitigate the effects. If a force majeure event continues for more than sixty (60) consecutive days, either party may terminate the affected subscription on written notice.

24. Changes to the Service and to These Terms

We are continually improving the Platform and may add, change, or remove features, applications, integrations, or functionality at any time. We will not materially reduce the core functionality of a paid plan during a paid Subscription Term without giving reasonable notice; we may modify Free-tier and Beta Features at any time.

We may update these Terms from time to time. If we make a material change, we will provide reasonable notice before it takes effect, such as by posting the updated Terms at dextalo.com with a new “last updated” date, or by email or in-product notice. Changes are effective when posted unless we state a later effective date. Your continued access to or use of the Platform after the effective date constitutes your acceptance of the updated Terms. If you do not agree to a change, you must stop using the Platform and may cancel your subscription as described in these Terms.

25. General Provisions

25.1 Assignment

You may not assign or transfer these Terms or any rights or obligations under them without our prior written consent, and any attempted assignment in violation of this provision is void. We may assign these Terms in connection with a merger, acquisition, reorganization, or sale of all or substantially all of our assets. These Terms bind and benefit the parties and their permitted successors and assigns.

25.2 Severability and no waiver

If any provision of these Terms is held invalid or unenforceable, that provision will be limited or severed to the minimum extent necessary, and the remaining provisions will remain in full force and effect. A party’s failure or delay in enforcing any provision is not a waiver, and any waiver must be in writing to be effective.

25.3 Entire agreement

These Terms, together with the Privacy Policy, the DPA, and any applicable Order Form or Enterprise agreement, constitute the entire agreement between the parties regarding the Platform and supersede all prior or contemporaneous agreements, proposals, and understandings on that subject. In the event of a conflict, the order of precedence is: a signed Enterprise agreement or Order Form, then the DPA (for personal-data processing), then these Terms, then the Privacy Policy. Any conflicting or additional terms in your purchase orders or other business forms are rejected and have no effect.

25.4 Notices

We may give notices by email to the address associated with your account, by posting in the Platform, or by posting on dextalo.com, and such notices are effective when sent or posted. You must give us legal notices in writing to legal@dextalo.com (or to our registered office in Thailand), effective on receipt.

25.5 Relationship of the parties and headings

The parties are independent contractors. Nothing in these Terms creates any partnership, joint venture, agency, fiduciary, or employment relationship, and neither party may bind the other. Section headings are for convenience only and do not affect interpretation. These Terms may be executed and accepted electronically.

26. Contact Information

The Platform is provided by DxT Corporation Co., Ltd., incorporated in the Kingdom of Thailand, with legal entities in Thailand and Singapore.

• Legal and contractual notices: legal@dextalo.com
• Customer support: support@dextalo.com
• Website: dextalo.com

If you have questions about these Terms, please contact us before using the Platform.