Terms & Conditions

1. Definitions

For the purposes of these Terms, “Platform” shall mean the proprietary marketing automation software, APIs, dashboards, and associated services provided by Axilrate. “Customer” shall mean any individual or legal entity that accesses or uses the Platform. “End User” shall mean any individual to whom communications are sent using the Platform.

2. Acceptance of Terms

By accessing, registering for, or using the Platform in any manner, the Customer agrees to be bound by these Terms. If the Customer is entering into this Agreement on behalf of an organization, the Customer represents that it has the authority to bind such organization.

3. Nature of Services

Axilrate provides a technology platform that enables Customers to create, manage, automate, and deliver communications through third-party messaging and communication channels, including but not limited to WhatsApp, SMS, and email.

The Customer acknowledges that Axilrate acts solely as an intermediary technology provider and does not initiate, control, or determine the content, recipients, or timing of communications. The delivery, prioritization, filtering, or blocking of messages is controlled by third-party platforms and telecom providers, and Axilrate shall not be responsible for the same.

4. Account Registration and Security

The Customer shall be responsible for maintaining the confidentiality of all login credentials and for all activities carried out under its account. The Customer agrees to implement reasonable security practices, including the use of strong passwords and multi-factor authentication where available.

Axilrate shall not be liable for any unauthorized access to the Customer’s account arising from compromised credentials, negligence, or failure to follow security best practices.

5. Customer Representations and Obligations

The Customer represents, warrants, and undertakes that:

It has obtained and maintains valid, informed, and verifiable consent from all End Users prior to initiating communications;

All communications comply with applicable laws, including the Digital Personal Data Protection Act, 2023, telecom regulations, and anti-spam laws;

It will comply with all applicable third-party platform policies, including but not limited to WhatsApp Business policies;

It has all necessary rights, licenses, and permissions to use and process any data uploaded to the Platform.

The Customer shall be solely responsible for all communications transmitted through the Platform, including their content, legality, frequency, and targeting.

6. Prohibited Activities and Security Restrictions

The Customer shall not, directly or indirectly:

Transmit or introduce any viruses, malware, trojans, worms, or other harmful or malicious code into the Platform;

Attempt to gain unauthorized access to the Platform, its infrastructure, or any related systems or networks;

Engage in vulnerability scanning, penetration testing, or any activity intended to disrupt, damage, or degrade the Platform;

Use the Platform in a manner that overloads, interferes with, or compromises system integrity or performance;

Use scraped, purchased, or otherwise unlawfully obtained data.

Any such activity may result in immediate suspension or termination without notice.

7. Monitoring and Enforcement

Axilrate reserves the right to monitor usage of the Platform through automated and manual mechanisms for the purposes of ensuring compliance, detecting abuse, and maintaining system integrity.

Axilrate may, at its sole discretion and without prior notice, restrict, suspend, or terminate access to the Platform, block campaigns, or remove content where it reasonably believes that the Customer has violated these Terms or applicable laws.

8. Intellectual Property Rights

All rights, title, and interest in and to the Platform, including all software, algorithms, interfaces, and documentation, shall remain the exclusive property of Axilrate.

The Customer is granted a limited, revocable, non-exclusive, non-transferable license to access and use the Platform solely for its internal business purposes during the subscription term. The Customer shall not copy, modify, reverse engineer, decompile, or create derivative works of the Platform.

9. Confidentiality

Each party agrees to maintain the confidentiality of all non-public, proprietary, or confidential information disclosed by the other party and to use such information solely for the purposes of this Agreement.

This obligation shall survive termination of the Agreement.

10. Data Protection and Processing

For the purposes of applicable data protection laws, the Customer shall act as the Data Controller and Axilrate shall act as the Data Processor.

Axilrate shall process personal data solely on documented instructions from the Customer and in accordance with its Privacy Policy. The Customer represents that it has a lawful basis for collecting and processing all personal data shared with Axilrate.

11. Third-Party Services

The Platform integrates with third-party service providers, including messaging platforms and infrastructure providers. Axilrate does not control and shall not be responsible for the availability, performance, or actions of such third-party services, including any suspension, restriction, or termination imposed by them.

12. Fees and Payment

All fees payable under this Agreement shall be non-refundable except as expressly agreed. Failure to make timely payment may result in suspension or termination of access to the Platform.

13. Disclaimer of Warranties

The Platform is provided on an “as is” and “as available” basis. To the maximum extent permitted by law, Axilrate disclaims all warranties, whether express, implied, or statutory, including warranties of merchantability, fitness for a particular purpose, non-infringement, and uninterrupted or error-free operation.

14. Limitation of Liability

To the maximum extent permitted under applicable law, Axilrate shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including loss of profits, revenue, data, or business opportunities.

In all cases, Axilrate’s aggregate liability arising out of or in connection with this Agreement shall be limited to the minimum amount permitted under applicable law.

15. Indemnification

The Customer agrees to indemnify, defend, and hold harmless Axilrate from and against any and all claims, damages, losses, liabilities, and expenses arising out of or relating to the Customer’s use of the Platform, violation of these Terms, breach of applicable laws, or infringement of third-party rights.

16. Force Majeure

Axilrate shall not be liable for any delay or failure to perform its obligations due to events beyond its reasonable control, including but not limited to acts of God, natural disasters, government actions, network failures, cyberattacks, or failures of third-party services.

17. Grievance Redressal

Any grievances may be addressed to the designated Grievance Officer at [email], and shall be resolved within a reasonable timeframe in accordance with applicable law.

18. Termination

Axilrate may suspend or terminate access to the Platform immediately in the event of breach, suspected misuse, or legal risk.

19. Modifications

Axilrate reserves the right to modify these Terms at any time. Continued use of the Platform shall constitute acceptance of such modifications.

20. Dispute Resolution and Jurisdiction

Disputes shall first be attempted to be resolved amicably. Failing such resolution, disputes shall be referred to arbitration under the Arbitration and Conciliation Act, 1996, with the seat and venue in Chennai.

Courts in Chennai shall have exclusive jurisdiction for interim relief and enforcement.

Nothing in this clause shall restrict rights available to consumers under applicable law.