These Terms are binding on any use of the Tania, Vexecute Reporting Assistant and apply to You from the time that Vexecute provides You with access to the Tania, Vexecute Reporting Assistant Skill and you enable it on your Alexa Device under your Amazon User Account.
By registering to use the Tania, Vexecute Reporting Assistant you acknowledge that You have read and understood these Terms and have the authority to act on behalf of the customer for whom will be using the Tania, Vexecute Reporting Assistant. You are deemed to have agreed to these Terms on behalf of any entity for whom you use the Tania, Vexecute Reporting Assistant.
means the monthly subscription fee (excluding any taxes and duties) payable by You in accordance with the Fee Schedule.
includes all information exchanged between the parties to this Agreement, whether in writing, electronically or orally, including the Service but does not include information which is, or becomes, publicly available other than through unauthorised disclosure by the other party.
means any data accessed by You or with Your authority in the Tania, Vexecute Reporting Assistant.
means the information relating to subscriptions and billing set out on the Vexecute subscriptions and billing pages on the Website, or any other page(s) on the Website notified by Vexecute, which may be updated or amended by Vexecute from time to time.
“Intellectual Property Right”
means any patent, trade mark, service mark, copyright, moral right, right in a design, know-how and any other intellectual or industrial property rights, anywhere in the world whether or not registered.
means the Tania, Vexecute Reporting Assistant Skill made available (as may be changed or updated from time to time by Vexecute) via the Amazon Alexa or Google Action device.
means the internet site www.vexecute.com
“Amazon Alexa Device”
means the device of which the Tania, Vexecute Reporting Assistant skill is operated via.
means platforms utilised by Vexecute for delivery or support the Tania, Vexecute Reporting Assistant, such as Salesforce Customer Community areas, Intercom Support Messaging System, Amazon Web Services platforms, Voiceflow Platform, Amazon Alexa devices and Google Action devices.
means the company who owns the Amazon Alexa skill named the Tania, Vexecute Reporting Assistant.
means the person who pays the access fee to register and uses the Tania, Vexecute Reporting Assistant Skill, and, where the context permits, includes any entity on whose behalf that person registers to use the Tania, Vexecute Reporting Assistant skill.
means the Subscriber, and where the context permits.
2. Use of Tania, Vexecute Reporting Assistant Skill
Vexecute grants You the right to access and use the Tania, Vexecute Reporting Assistant via the Amazon Alexa and Google Assistant Device with the relative Tier available to You according to Your subscription;
i. Tier One – Free trial
ii. Tier Two -Core
iii. Tier Three – Detailed
This right is non-exclusive, non-transferable, and limited by and subject to this Agreement. You acknowledge and agree that, subject to any applicable written agreement between the Subscriber and Vexecute, or any other applicable laws:
1. the Subscriber is the only person who will have access to the Tania, Vexecute Reporting Assistant Skill. Any additional users, must gain their own access to the Tania, Vexecute Reporting Assistant Skill, which will in turn require another subscription fee and a separate individual Amazon User Account,
2. the Subscriber is responsible for their use of the service,
3. Your Obligations
1. Payment obligations:
An invoice for the Access Fee will be issued each month in accordance with the details set out in the Fee Schedule. Vexecute will continue invoicing You in accordance with the Fee Schedule until this Agreement is terminated in accordance with clause 8.
All Vexecute invoices will be sent to You, or to a Billing Contact whose details are provided by You, by email. Payment of all amounts specified in an invoice must be paid in accordance with the Fee Schedule. You are responsible for payment of all taxes and duties in addition to the Access Fee.
2. Partner Preferential pricing or discounts:
Partners will be offered preferential pricing or discounts for the Access Fees as a result of onboarding customer’s via the Partner portal. Eligibility for such preferential pricing or discounts is conditional upon Your acceptance of responsibility for payment of any Access Fees in relation to all of Your customers. Without prejudice to any other rights that Vexecute may have under these Terms or at law, Vexecute reserves the right to render invoices for the full (non-discounted) Access Fees due or suspend or terminate Your use of the Service in respect of any or all of Your Organizations in the event that any invoices for those Access Fees are not paid in full in accordance with the requirements set out in the Fee Schedule.
3. General obligations:
You must only use the Service for Your own lawful internal business purposes, in accordance with these Terms and any notice sent by Vexecute or condition posted on the Website or via the Tania, Vexecute Reporting Assistant. You may use the Service on behalf of others or in order to provide services to others but if You do so you must ensure that You are authorized to do so and that that as a service for whom or to whom services are provided comply with and accept all terms of this Agreement that apply to You.
4. Access conditions:
1. You must ensure that all usernames and passwords required to access the Service are kept secure and confidential. You must immediately notify Vexecute of any unauthorized use of Your passwords or any other breach of security and Vexecute will reset Your password and You must take all other actions that Vexecute reasonably deems necessary to maintain or enhance the security of Vexecute’s computing systems and networks and Your access to the Services.
2. As a condition of these Terms, when accessing and using the Service, You must:
i. not attempt to undermine the security or integrity of the Service;
ii. not use, or misuse, the Service in any way which may impair the functionality of the Service, or other systems used to deliver the Service or impair the ability of any other user to use the Service;
iii. not attempt to gain unauthorized access to any materials other than those to which You have been given express permission to access on which the Service is hosted;
iv. not transmit, or input any files that may damage any other systems, devices or software, content that may be offensive, or material or Data in violation of any law (including Data or other material protected by copyright or trade secrets which You do not have the right to use); and
v. not attempt to modify, copy, adapt, reproduce, disassemble, decompile or reverse engineer any systems, devices or software used to deliver the Service except if necessary, to use either of them for normal operation.
5. Usage Limitations:
Use of the Service may be subject to limitations, including but not limited to monthly utterance volumes and the number of utterances You are permitted to make against Vexecute’s Reporting Assistant Skill interface. Any such limitations will be advised.
6. Communication Conditions:
As a condition of these Terms, if You use any communication tools available through the Website (such as any forum, chat room or message center), You agree only to use such communication tools for lawful and legitimate purposes. You must not use any such communication tool for posting or disseminating any material unrelated to the use of the Service, including (but not limited to): offers of goods or services for sale, unsolicited commercial e-mail, files that may damage any other person’s computing devices or software, content that may be offensive to any other users of the Service, or material in violation of any law (including material that is protected by copyright or trade secrets which You do not have the right to use).
When You make any communication on the any Vexecute platform, You represent that You are permitted to make such communication. Vexecute is under no obligation to ensure that the communications on the Vexecute platforms are legitimate or that they are related only to the use of the Service. As with any other web-based forum, You must exercise caution when using the communication tools available on the Vexecute Platforms. However, Vexecute does reserve the right to remove any communication at any time in its sole discretion.
You indemnify Vexecute against all claims, costs, damage and loss arising from Your breach of any of these Terms or any obligation You may have to Vexecute, including (but not limited to) any costs relating to the recovery of any Access Fees that are due but have not been paid by You.
8. Confidentiality and Privacy
Unless the relevant party has the prior written consent of the other or unless required to do so by law:
1. Each party will preserve the confidentiality of all Confidential Information of the other obtained in connection with these Terms. Neither party will, without the prior written consent of the other, disclose or make any Confidential Information available to any businesses, or use the same for its own benefit, other than as contemplated by these Terms.
2. Each party’s obligations under this clause will survive termination of these Terms.
3. The provisions of clauses 4.1.1 and 4.1.2 shall not apply to any information which:
i. is or becomes public knowledge other than by a breach of this clause;
ii. is received from a third party who lawfully acquired it and who is under no obligation restricting its disclosure;
iii. is in the possession of the receiving party without restriction in relation to disclosure before the date of receipt from the disclosing party; or
iv. is independently developed without access to the Confidential Information.
9. Intellectual Property
Title to, and all Intellectual Property Rights in the Service and any documentation relating to the Service remain the property of Vexecute (or its licensors).
2. Ownership of Data:
Title to, and all Intellectual Property Rights in, the Data remain Your property. However, Your access to the Data via the Service is contingent on full payment of the Access Fee when due. No Data is stored on the Tania, Vexecute Reporting Assistant, but only accessed and provided to the User through a Tania, Vexecute Reporting Assistant on an Amazon Alexa or Google Action device when a user is using a Tania, Vexecute Reporting Assistant session. No data is stored during or following that session.
3. Third-party applications and your Data:
If You enable third-party applications for use in conjunction with the Service, You acknowledge that Vexecute may allow the providers of those third-party applications to access Your Data as required for the interoperation of such third-party applications with the Service. Vexecute shall not be responsible for any disclosure, modification or deletion of Your Data resulting from any such access by third-party application providers.
10. Warranties and Acknowledgements
You warrant that where You have registered to use the Service on behalf of another business, You have the authority to agree to these Terms on behalf of that business and agree that by registering to use the Service You bind the business on whose behalf You act to the performance of any and all obligations that You become subject to by virtue of these Terms, without limiting Your own obligations under these Terms.
You acknowledge that:
1. You are authorized to use the Service to access the information and Data that is available through the Services, including any information by any business you have authorized to use the Service. You are also authorized to access the processed information and Data that is made available to You through Your use of the Service (whether that information and Data is Your own or that of anyone else).
2. Vexecute has no responsibility to any business other than You and nothing in this Agreement confers, or purports to confer, a benefit on any business other than You. If You use the Service on behalf of or for the benefit of anyone other than your business you agree that:
i. You are responsible for ensuring that You have the right to do so;
ii. You are responsible for authorizing any business who is given access to information or Data, and you agree that Vexecute has no obligation to provide any business access to such information or Data without Your authorization and may refer any requests for information to You to address; and
iii. You will indemnify Vexecute against any claims or loss relating to:
i. Vexecutes refusal to provide any business access to Your information or Data in accordance with these Terms,
ii. Vexecute’s making available information or Data to any business with Your authorization.
3. The provision of, access to, and use of, the Service is on an “as is ” basis and at Your own risk.
4. Vexecute does not warrant that the use of the Service will be uninterrupted or error free. Among other things, the operation and availability of the system used for accessing the Service, including the different networks eg Amazon Web Services, Voiceflow, Xero or Shopify and the Internet, can be unpredictable and may from time to time interfere with or prevent access to the Services. Vexecute is not in any way responsible for any such interference or prevention of Your access or use of the Service.
5. Vexecute is not Your accountant and use of the Service does not constitute the receipt of accounting advice. If You have any accounting questions, please contact an accountant.
6. It is Your sole responsibility to determine that the Service meets the need of Your business and are suitable for the purposes for which they are used.
7. You remain solely responsible for complying with all applicable accounting, tax and other laws. It is Your responsibility to check that storage of and access to your Data will comply with laws applicable to you (including any laws requiring you to retain records).
3. No warranties:
Vexecute gives no warranty about the Service. Without limiting the foregoing, Vexecute does not warrant that the Service will meet Your requirements or that it will be suitable for any particular purpose. To avoid doubt, all implied conditions or warranties are excluded in so far as is permitted by law, including (without limitation) warranties of merchantability, fitness for purpose, title and non-infringement.
4. Consumer guarantees:
You warrant and represent that You are acquiring the right to access and use the Service for the purposes of a business and that, to the maximum extent permitted by law, any statutory consumer guarantees or legislation intended to protect non-business consumers in any jurisdiction does not apply to the supply of the Service or these Terms.
7. Limitation of Liability
1. To the maximum extent permitted by law, Vexecute excludes all liability and responsibility to You (or any other business) in contract, tort (including negligence), or otherwise, for any loss (including loss of information, Data, profits and savings) or damage resulting, directly or indirectly, from any use of, or reliance on, the Service.
2. If You suffer loss or damage as a result of Vexecute’s negligence or failure to comply with these Terms, any claim by You against Vexecute arising from Vexecute’s negligence or failure will be limited in respect of any one incident, or series of connected incidents, to the Access Fees paid by You in the previous 12 months.
3. If You are not satisfied with the Service, Your sole and exclusive remedy is to terminate these Terms in accordance with Clause 8.
1. Trial policy
When You first sign up for access to the Service You can evaluate the Service under the defined Tier One usage conditions, with no obligation to continue to use any other Tiers, namely Tier Two and Tier Three of the Service. If You choose to continue using Tier Two or Tier Three of the Service thereafter, You will be billed when You first add Your billing details into the Service, as set out in more detail in the Fee Schedule. If You choose not to continue using the Service, You may chose to stop access through the Tania, Vexecute Reporting Assistant Skill.
2. Prepaid Subscriptions
Vexecute will not provide any refund for any remaining prepaid period for a prepaid Access Fee subscription.
3. No-fault termination:
These Terms will continue for the period covered by the Access Fee paid or payable under clause 3.1. At the end of each billing period these Terms will automatically continue for another period of the same duration as that period, provided You continue to pay the prescribed Access Fee in accordance with the Fee Schedule, unless either party terminates these Terms by giving written notice no later than thirty (30) days before the end of the existing prescription. If You elect to terminate these Terms by providing thirty (30) days written notice, You shall be liable to pay all relevant Access Fees up to and including the day of termination of these Terms.
1. breach any of these Terms and do not remedy the breach within 14 days after receiving notice of the breach if the breach is capable of being remedied;
2. breach any of these Terms and the breach is not capable of being remedied (which includes (without limitation) any breach of clause 3.4 or any payment of Access Fees that are not paid in full in accordance with the requirements set out in the Fee Schedule); or
3. You or Your business become insolvent or Your business goes into liquidation or has a receiver or manager appointed of any of its assets or if You become insolvent, or make any arrangement with Your creditors, or become subject to any similar insolvency event in any jurisdiction,
Vexecute may take any or all of the following actions, at its sole discretion:
4. Terminate this Agreement and Your use of the Service;
5. Suspend for any definite or indefinite period of time, Your use of the Service;
6. Suspend or terminate access to all or any Data.
7. Take either of the actions in sub-clauses (d), (e) and (f) of this clause 8(4) in respect of any or all other persons whom You have authorized to have access to Your information or Data.
For the avoidance of doubt, if payment of any invoice for Access Fees due in relation to any of Your Billing Contacts, Billing Plans or any of Your Organizations (as defined at clause 3) is not made in accordance with the requirements set out in the Fee Schedule, Vexecute may suspend or terminate Your use of the Service, the authority for all or any of Your Organizations to use the Service, or Your rights of access to all or any Data.
5. Accrued Rights:
Termination of these Terms is without prejudice to any rights and obligations of the parties accrued up to and including the date of termination. On termination of this Agreement You will:
1. remain liable for any accrued charges and amounts which become due for payment before or after termination; and
2. immediately cease to use the Service.
6. Expiry or termination:
Clauses 3.1, 3.7, 4, 5, 6, 7, 8 and 10 survive the expiry or termination of these Terms.
9. Help Desk
1. Technical Problems:
In the case of technical problems You must make all reasonable efforts to investigate and diagnose problems before contacting Vexecute. If You still need technical help, please check the support provided online by Vexecute on the Website or failing that go to the Vexecute website at www.vexecute.com and raise a support message via our Vexecute Intercom messaging functionality on the bottom right hand corner of the website, the intercom messaging bubble.
2. Service availability:
Whilst Vexecute intends that the Service should be available 24 hours a day, seven days a week, it is possible that on occasions the Service or Website may be unavailable to permit maintenance or other development activity to take place.
If for any reason Vexecute has to interrupt the Service for longer periods than Vexecute would normally expect, Vexecute will use reasonable endeavours to publish in advance details of such activity on the Service and Website.
1. Entire agreement:
If either party waives any breach of these Terms, this will not constitute a waiver of any other breach. No waiver will be effective unless made in writing.
Neither party will be liable for any delay or failure in performance of its obligations under these Terms if the delay or failure is due to any cause outside its reasonable control. This clause does not apply to any obligation to pay money.
4. No Assignment:
You may not assign or transfer any rights to any other business without Vexecute’s prior written consent.
5. Governing law and jurisdiction:
If You are a tax resident of the United States of America or the information or Data You are accessing using the Service and the Website is solely that of a person who is a tax resident in the United States of America at the time that You accept these terms then the laws of the State of California, U.S.A govern this Agreement and Vexecute and You agree that the U.S. Dispute Resolution Process described below applies for all disputes arising out of or in connection with this Agreement or in any way relating to the Service – PLEASE READ THE U.S. DISPUTE RESOLUTION PROCESS CAREFULLY AS IT REQUIRES THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTIONS, AND ALSO LIMITS THE REMEDIES AVAILABLE TO YOU IN THE EVENT OF A DISPUTE. If the information or Data You are accessing using the Service and the Website is solely that of a person who is a tax resident in New Zealand at the time that You accept these terms then New Zealand law governs this Agreement and You submit to the exclusive jurisdiction of the courts of New Zealand for all disputes arising out of or in connection with this Agreement. If the information or Data You are accessing using the Services and the Website is solely that of a person who is a tax resident in Australia at the time that You accept these terms then Australian law governs this Agreement and You submit to the exclusive jurisdiction of the courts of Australia for all disputes arising out of or in connection with this Agreement. In all other situations this Agreement is governed by the laws of England and Wales and You hereby submit to the exclusive jurisdiction of the courts of England and Wales for all disputes arising out of or in connection with this Agreement.
If any part or provision of these Terms is invalid, unenforceable or in conflict with the law, that part or provision is replaced with a provision which, as far as possible, accomplishes the original purpose of that part or provision. The remainder of this Agreement will be binding on the parties.
Any notice given under these Terms by either party to the other must be in writing by email and will be deemed to have been given on transmission. Notices to Vexecute must be sent to [email protected] or to any other email address notified by email to You by Vexecute. Notices to You will be sent to the email address which You provided when setting up Your access to the Service.
8. Rights of Third Parties:
A business who is not a party to these Terms has no right to benefit under or to enforce any term of these Terms.
11. Additional terms for United States of America
If You are a tax resident of the United States of America or the information or Data You are accessing using the Services and the Website is solely that of a person who is a tax resident in the United States of America, the following additional terms apply:
Vexecute is not intended for consumer use (i.e., use for personal, family or household purposes).
U.S. Dispute Resolution Process
PLEASE READ THIS CAREFULLY – IT AFFECTS YOUR RIGHTS.
The following U.S. Dispute Resolution Process applies to tax residents in the United States of America, or if the information or Data You are accessing using the Services and the Website is that of a person who is a tax resident in the United States of America at the time that You accept these terms or if you otherwise seek to resolve a dispute in the U.S. If You are a tax resident in the United States of America or the information or Data You are accessing using the Service and the Website is that of a business who is a tax resident in the United States of America at the time that You accept these terms, You agree with Vexecute as follows:
Most customer concerns can be resolved quickly and to the customer’s satisfaction by emailing our customer experience team at [email protected] IN THE UNLIKELY EVENT THAT OUR CUSTOMER EXPERIENCE TEAM IS UNABLE TO RESOLVE A COMPLAINT YOU MAY HAVE TO YOUR SATISFACTION (OR IF WE HAVE NOT BEEN ABLE TO RESOLVE A DISPUTE WE HAVE WITH YOU AFTER ATTEMPTING TO DO SO INFORMALLY), WE EACH AGREE TO RESOLVE THOSE DISPUTES THROUGH BINDING ARBITRATION OR SMALL CLAIMS COURT INSTEAD OF IN COURTS OF GENERAL JURISDICTION. Arbitration is more informal than a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, allows for more limited discovery than in court, and is subject to very limited review by courts. Arbitrators can award the same damages and relief that a court can award. ANY ARBITRATION UNDER THIS AGREEMENT WILL TAKE PLACE ON AN INDIVIDUAL BASIS; YOU AGREE WITH VEXECUTE THAT CLASS ARBITRATIONS AND CLASS ACTIONS ARE NOT PERMITTED. For any non-frivolous claim that does not exceed $10,000, Vexecute will pay AAA filing, administrative and arbitrator costs. Moreover, in arbitration You are entitled to recover attorneys’ fees from Vexecute to at least the same extent as You would be in court.
b. U.S. Dispute Resolution Process.
ANY DISPUTE OR CLAIM RELATING IN ANY WAY TO THE SERVICE OR THIS AGREEMENT WILL BE RESOLVED BY BINDING ARBITRATION, RATHER THAN IN COURT, except that You may assert claims in small claims court if Your claims qualify. The Federal Arbitration Act governs the interpretation and enforcement of this provision; the arbitrator shall apply California law to all other matters. Notwithstanding anything to the contrary, any party to the arbitration may at any time seek injunctions or other forms of equitable relief from any court of competent jurisdiction. WE EACH AGREE THAT ANY AND ALL DISPUTES MUST BE BROUGHT IN THE PARTIES’ INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. BY ENTERING INTO THIS AGREEMENT AND AGREEING TO ARBITRATION, YOU AGREE WITH VEXECUTE THAT YOU AND VEXECUTE ARE EACH WAIVING THE RIGHT TO FILE A LAWSUIT AND THE RIGHT TO A TRIAL BY JURY. IN ADDITION, YOU AGREE WITH VEXECUTE TO WAIVE THE RIGHT TO PARTICIPATE IN A CLASS ACTION OR LITIGATE ON A CLASS-WIDE BASIS. YOU AGREE WITH VEXECUTE THAT YOU HAVE EXPRESSLY AND KNOWINGLY WAIVED THESE RIGHTS.
To begin an arbitration proceeding, send a letter requesting arbitration and describing Your claim to Vexecute, Inc. at 101 Green Street, 5th Floor, San Francisco, CA 94111, Attention: Legal Department. Arbitration will be conducted by the American Arbitration Association (AAA) before a single AAA arbitrator under the AAA’s rules, which are available at www.adr.org or by calling 1-800-778-7879. Payment of all filing, administration and arbitrator fees and costs will be governed by the AAA’s rules. In addition, Vexecute will reimburse those fees and costs for claims totaling less than $10,000 unless the arbitrator determines the claims are frivolous. Likewise, Vexecute will not seek its attorneys’ fees or costs in arbitration unless the arbitrator determines Your claims or defenses are frivolous. You agree with Vexecute that You or Vexecute may choose to have the arbitration conducted by telephone or based on written submissions. You agree with Vexecute that in person arbitration will be conducted in the county in which You reside or at another mutually agreeable location. You agree with Vexecute that the decision of the arbitrator shall be final and not appealable, and judgment on the arbitration award may be entered in any court having jurisdiction thereof. You agree with Vexecute that the U.S. Dispute Resolution Process shall survive expiration, termination or rescission of this Agreement.