TERMS OF SERVICE

Last Updated: August 11, 2025

This electronic record is generated by a computer system and does not require any physical or digital signatures.

1. Introduction

Welcome to Galvix! Galvix, Inc. together with its subsidiaries, group companies and affiliates, (“Company”, “We", “Galvix”, “Us”, or “Our”), offers a platform to the Users (as defined below) to manage their tax compliance through its website, and/or other domains or platforms owned and/or operated by the Company, which currently include https://www.galvix.com/ and any other websites and mobile applications, and/or other domains or platforms which may be owned or operated by the Company in future (collectively referred to as “Platform”).

We request you to carefully go through these terms and conditions (“Terms of Service” or “Terms”), prior to accessing the Platform or availing the Services (as defined below) via the Platform. If you continue to browse and use the Platform to avail the Services, you irrevocably and unconditionally agree to comply with, abide by and be bound by all the obligations as stipulated in these Terms. Our privacy policy available at https://www.galvix.com/privacy-policy/ (“Privacy Policy”) and any other policies referred to herein or made available on the Platform, which are incorporated herein by reference, form an integral part of these Terms.

As used in these Terms, "you" or “User” means the individual or entity accessing the Platform and/or using the Services (and/or any individual, agent, employee, representative, network, parent, subsidiary, affiliate, successor, related entities, assigns, or all other individuals or entities acting on your behalf), at your direction, under your control, or under the direction or control of the same individual or entity who controls you.

These Terms shall govern the Company’s relationship with the User in relation to the usage of the Platform and the Services. These Terms supersede all previous oral and written terms and conditions (if any) communicated to the User (including, but not limited to, any prior versions of the Terms) and shall act as a binding agreement between the Company and the User. In the event the Company executes any services agreement, order form, scope of work, addendum or any other agreement with the User in relation to one or more Services, the terms and conditions as set out in such contracts (“Contracts”) shall apply and supersede, however, only to the extent of conflict, if any. Except as amended by the Contracts, the provisions of these Terms shall remain in effect. Further, other than as provided in a Contract, Galvix will not accept any counter offers to these Terms, and all such offers are hereby categorically rejected.

Galvix reserves the right, at its sole discretion, to amend, modify, or update the Terms at any time and for any reason. Any such changes shall be communicated by updating the “Last Updated” date of the Terms, and you hereby waive any right to receive specific notice of each such modification, except where advance notice is expressly required by applicable law. It is your responsibility to periodically review these Terms to remain informed of any revisions. Your continued use of the Platform and the Services following the posting of a revised Terms shall constitute your acknowledgment, acceptance, and agreement to be bound by such revised Terms.

You acknowledge that any electronic signature or process associated with an agreement, order form, certificate, or other document between you and Galvix, intended to sign, authenticate, or accept the terms of such documents, will have the same legal validity and enforceability as a handwritten signature, to the fullest extent allowed by applicable law.

Our Platform offers business tools. The Services provided hereunder are intended solely for business and professional use and are not offered for consumer, private, or household purposes. Access to and use of the Platform and the Services is expressly permitted upon the following: (a) you are acting in a business or professional capacity; (b) you accept these Terms on behalf of yourself and, if applicable, your organization; (c) you are authorised to act on behalf of your organization; (d) you have attained the age of majority as stipulated under the laws of your state of residence; and (e) you are competent under applicable law to enter into and be bound by the terms, conditions, representations, and warranties set forth in these Terms. By accessing the Platform and the Services, you represent and warrant that you meet all of the foregoing eligibility requirements and agree to utilize the Platform and the Services in accordance with these Terms. If you access or use any of the Services, these Terms shall constitute a legally binding contract between you and, if applicable, your organization, and Galvix.

2. Definitions

“Authorized User(s)” means User’s employees, consultants, contractors, and agents (i) who are authorized by the User to access and use the Platform and Services as per the Terms; or (ii) for whom access to the Platform and Services has been purchased as per the terms hereof.

“Documentation” means Galvix’s end user documentation, as updated from time to time, relating to the Services.

“Harmful Code” means any software, hardware, or other technology, device, or means, including any virus, worm, malware, or other malicious computer code, the purpose or effect of which is to permit unauthorized access to, or to destroy, disrupt, disable, distort, or otherwise harm or impede in any manner any, (a) computer, software, firmware, hardware, system, or network; or (bi) any application or function of any of the foregoing or the security, integrity, confidentiality, or use of any data processed thereby.

“Personal Information” means any information that, individually or in combination, does or can identify a specific individual or by or from which a specific individual may be identified, contacted, or located, including without limitation all data considered “personal data”, “personally identifiable information”, or something similar under applicable laws, rules, or regulations relating to data privacy.

“Product Data” means categorical data in relation to the products/services sold by the User, as per the applicable tax codes listed on the Platform, and in the format and method designated by Galvix.

“Return” means standard tax return filing prepared for one Tax Filing Jurisdiction for one filing period.

“Service(s)" means the services offered by Galvix through the Platform, including the nexus tracker, Tax registration, Tax determination, and preparation and filing of returns, and any new services that may be introduced by Galvix from time to time, or any updates, modifications, or improvements made to these services.

“Transaction Data” means the data of the User in relation to the sale of goods and services by the User, accessed from the User’s billing systems in the format and through the method reasonably designated by Galvix.

“Transaction Tax” or “Tax” means tax obligations imposed on the sale of goods and services by the relevant tax authorities, including but not limited to sales and use tax, value-added tax (VAT), goods and services tax (GST), and other industry- or product-specific taxes such as lodging tax or entertainment tax, which Users are responsible for collecting and remitting to the applicable authorities.

“Tax Filing Jurisdiction” means jurisdictions for which User requests Galvix to prepare Returns and/or file taxes.

“Third-Party Services” means any third-party services provided with, integrated with, or incorporated into the Services, including but not limited to, billing systems, payroll management systems, and payment systems.

“USD” means United States Dollars.

“User Data” means any information, data, and other content, in any form or medium, that is submitted, posted, or otherwise transmitted by or on behalf of the User or an Authorized User through the Services, including but not limited to tax registration numbers and login credential information for the User in each Tax Filing Jurisdiction, financial information, Transaction Data, Product Data, list of Tax Filing Jurisdictions, User’s end-customers’ information, and other business information.

3. Use of the Platform and the Services

Subject to compliance with these Terms, Galvix will make available to the User, during the Period (as defined below), on a non-exclusive, non-transferable, and non-sublicensable basis, access to and use of the Services, solely for use by the Authorized Users. Currently, Galvix provides the following Services: 

3.1 Nexus Tracker

Nexus Tracker is a Service designed to provide Users with automated tracking and monitoring of a User’s physical and economic sales tax nexus across various states within the United States of America (“US”). Nexus Tracker monitors User’s sales activities, assessing it against state-specific nexus thresholds and generates a comprehensive report at regular intervals, outlining the User’s obligations, including the requirement to register with the relevant authority, and initiate the collection and remittance of Transaction Tax in accordance with the state law.

3.2 Tax Registration

Galvix offers a Service to assist the Users in obtaining Tax registrations in states where such registration is required.  A User may initiate a request for Tax registration assistance from Galvix by submitting a registration request via email to registrations@galvix.com. Upon receipt of User’s request and submission of all necessary documentation and information required for the purpose of Tax registration, Galvix shall facilitate the Tax registration process and procure the Tax registration number on behalf of the User. Galvix does not guarantee the approval, processing time, or issuance of a Tax registration number by the relevant authority. User acknowledges that approval and processing of Tax registrations are at the sole discretion of the relevant authorities. Galvix shall not be responsible for any delays, errors, rejections, changes in requirements, documentation requests, or processing timelines imposed by such authorities. Users further acknowledge that state registration requirements may change without notice, and Galvix shall not be liable for any consequences resulting from such changes.

3.3 Tax Determination

Galvix offers a Tax determination service to assist Users in assessing and calculating the appropriate Transaction Tax for each transaction within the User’s billing system; provided Galvix officially supports an integration with the respective billing system. This service aims to ensure compliance with applicable tax laws and jurisdictional requirements by applying the applicable tax rates or amounts. For calculating the Tax liability, Galvix evaluates various tax parameters, including but not limited to the User’s nexus status, Transaction Data, Product Data, applicable tax exemptions, and jurisdiction-specific tax rates.

3.4 Preparation and Filing of Returns

Galvix provides a Return preparation and filing facility to assist the Users in the computation and submission of Returns to the relevant authorities. This includes: (i) calculation of Transaction Tax payable, (ii) generation of draft Returns based on the User Data provided by the User, applicable tax rates, exemptions, and deductions, and (iii) submission of Returns with the concerned authorities.

The following additional terms apply to this Service:

  1. In order to avail this Service, a User shall provide the following information:

    1. User Data
    2. Completed power(s) of attorney for each filing entity in the form requested by Galvix; and
    3. Other information necessary to properly configure User’s Account and provide the Services.

  2. For availing this Service, the User authorizes Galvix to access and use User Data including the login credentials of accounts registered with state authorities to allow Galvix to identify and access User’s account in such Tax Filing Jurisdiction and provide the Services.

  3. The key timelines for preparation and submission of the Return for a specified month are set out below:

Particulars of the Event Responsible Party Timeline
Submission and confirmation of the User Data User Last day of the month
Submission of all the data necessary to properly complete Returns (“Tax Data”) User 3rd calendar day of the following month
Generation and circulation of the draft Return Galvix 8th calendar day of the following month
Review and approve the draft Return (“Tax Liability Approval Deadline”) User 10th calendar day of the following month

  1. User is solely responsible for the accuracy, completeness, and updating of Tax Data and all User Data. Galvix does not audit, validate, or verify Tax Data or User Data. User shall transmit to Galvix, via the method designated by Galvix, all Tax Data for User’s Return(s) no later than the 3rd (third) calendar day  of the following month, to enable Galvix to prepare and circulate the draft of the Return by the 8th (eighth) calendar day of the following month. Galvix shall not be liable for any errors, penalties, interest, or other liabilities arising from the User’s failure to provide updated, correct or timely information. For the avoidance of doubt, Galvix shall have no obligation to process, review, or act upon any Tax Data or User Data submitted after the specified deadline.

  2. User shall review its User Data periodically and shall ensure that its User Data is up to date and complete at all times. The User shall promptly intimate Galvix either by sending an email at support@galvix.com or by updating in the Account, of any changes to the User Data by first calendar day of the month in which the change is required to be made. Any changes received after the first calendar day of the month will be implemented and become effective in the subsequent month.

  3. By providing information to Galvix for the purpose of claiming exemptions in tax computations, User acknowledges that such information is accurate and complete. User is solely responsible for maintaining proof and documentation supporting its claim for exemptions and Galvix is not responsible for carrying out any independent verification to check the accuracy or veracity of such exemptions.

  4. User is solely responsible for setting up, configuring, maintaining, and updating its tax profile, Tax Data, and User Data on the Platform and correctly classifying the items sold by User. Galvix will not be responsible for the incorrect Tax Liability calculated due to User’s failure to properly set up, configure, maintain, or update its tax profile, Tax Data, or User Data.

  5. User will be able to view and approve User’s Transaction Tax liabilities to Tax Filing Jurisdictions, which are based on the Tax Data (each, a “Tax Liability”). User is solely responsible for the accuracy and completeness of User’s Tax Liability and may modify its Tax Liability up to the Tax Liability Approval Deadline. User’s Tax Liability is updated daily to include new or edited data until the earlier of approval by User or the Tax Liability Approval Deadline. After the earlier of, (a) User’s approval or (b) the Tax Liability Approval Deadline (“Tax Liability Approval Day”), User’s Tax Liability is locked and deemed approved by User. User acknowledges that after the Tax Liability Approval Day has passed, User will not be able to request a reversal for the Transaction Tax payment. User acknowledges and agrees that its failure to provide accurate, current, and complete User Data may limit Galvix’s ability to file Returns and remit taxes.

  6. User understands and acknowledges that the payment of Transaction Tax will be handled directly by the relevant Tax Filing Jurisdictions and Galvix will only facilitate the same by submitting the details of designated bank account of the User (“Bank Account”) as provided by the User with the relevant Tax Filing Jurisdictions at the time of submission of the Return. User further understands and acknowledges that the payment shall be directly debited from User’s Bank Account by the relevant Tax Filing Jurisdictions. Galvix will not have any visibility or control over the funds available in the Bank Account.

  7. To facilitate the timely remittance of funds to the appropriate Tax Filing Jurisdiction, the User must:

    1. provide bank account details of the Bank Account in the designated section within the User's Account. These details will be submitted by Galvix to the respective Tax Filing Jurisdictions at the time of submitting the Return(s);
    2. execute a limited power of attorney, authorizing Galvix to initiate the process of filing Returns by submitting the required Bank Account details, to the relevant Tax Filing Jurisdictions; and
    3. ensure that sufficient funds are available in the designated Bank Account prior to the deadline specified in these Terms, to enable the respective Tax Filing Jurisdictions to successfully withdraw the required Transaction Tax amounts directly. Galvix does not withdraw funds from the User’s Bank Account directly nor does Galvix have visibility or control over the availability of funds in the designated Bank Account.

  8. Galvix does not provide any funds for the payment of Transaction Taxes. It is the User’s responsibility to ensure that the Tax Filing Jurisdictions are able to successfully withdraw the Transaction Tax payments. Failure to maintain sufficient funds or ensure successful payment may result in interests, penalties, or other charges imposed by the relevant Tax Filing Jurisdictions, for which Galvix shall not be held liable.

  9. In the event of any inadequacy, failure, or delay in the filing of Returns or payment of Transaction Tax, Users may be subject to penalties, interest, or other liabilities as prescribed by applicable tax laws. By utilizing the Return preparation and filing Service, the User acknowledges and agrees that Galvix shall not be liable for any penalties, interest, or other liabilities arising from the User’s failure to provide accurate or timely data, failure to approve the draft Return within the specified timeline or failure to maintain sufficient funds in the Bank Account.

  10. User acknowledges and agrees that Galvix is not responsible for any errors, delays, or failures arising from malfunctions or failures in the bank maintaining the User's Bank Account. This includes, but is not limited to, issues related to automated clearing house (ACH) withdrawals by the relevant Tax Filing Jurisdiction, bank network failures, or other technical or operational issues within the banking system. By using Galvix's Services, the User confirms that they understand and accept that Galvix does not assume liability for any financial losses or damages resulting from such bank-related errors. User acknowledges that Galvix has no access to information in relation to the time of deduction of Transaction Tax amount from the User’s Bank Account by the relevant Tax Filing Jurisdiction, or any interest or penalties that may accrue to the User. By utilizing Galvix's Services, Users understand that they bear full responsibility for complying with applicable tax laws and regulations.

  11. To the extent Galvix is responsible for any delay, error, or omission in the preparation or filing of Returns, Galvix’s liability shall be limited solely to the fees actually received by Galvix from the User in connection with the relevant services, and shall not exceed that amount under any circumstances.

4. Account Setup

Before using the Services, a User must register with Galvix and create an account (“Account”) on the Platform. User shall provide Galvix with all the required information to establish and set up User’s Account as per the information requested on the Platform.

By creating an Account, the User consents to the use of: (i) electronic means to complete the Terms and to provide User with any notices given pursuant to the Terms; and (ii) electronic records to store information related to the Terms or User’s use of the Services.

A User shall designate Authorized Users to manage and support the Account, including the creation of usernames and passwords for such Authorized Users. The User shall be solely responsible for maintaining the status of its Authorized Users.

User consents to the use of the information provided by User to create User’s Account in accordance with privacy policy of Galvix and acknowledge that Galvix relies on the information provided by the User during the Tax registration process, being true, accurate, current, and complete.

User agrees to provide all information and documents Galvix, may need from time to time so that Galvix can verify User’s identity and may comply with its obligations to combat financial crime, including money laundering and fraud.

User’s email address and phone number may be used for integration with certain instant messaging platforms such as WhatsApp or such other platforms determined by Galvix, by creating the Account. User hereby agrees to receive communication from Galvix through the aforementioned platforms.

If Galvix does not receive satisfactory information to verify User’s identity at the time of account setup, Galvix reserves the right to refuse to register User’s Account and prevent User from gaining access to the Platform and Services. Galvix may also have obligations to report such activity to governmental agencies and Galvix does not require User’s consent to do so.

Each Account is non-transferrable and may not be sold, traded, combined, or otherwise shared with any other person.

5. User Control and Responsibilities

User is responsible for the acts of others utilizing its access to the Services, including but not limited to Authorized Users, and will be held responsible for violation of the Services by persons who gain access to the Platform and the Services using User’s Account through shared access, or other means. Further, User shall, (a) ensure that the Services are compatible with the User’s business operations and system requirements; (b) ensure the accuracy and completeness of the initial and ongoing configuration and setup of the Services; (c) ensure the accuracy, quality, legality, completeness, and integrity of the User Data provided and the manner in which such data was obtained; (d) ensure that the User Data does not infringe any rights of a third party whatsoever; and (e) ensure that all information provided in connection with the Services, including but not limited to billing details and purchase orders, is accurate, complete, and up to date.

User has and will retain sole responsibility for, (a) all User Data, including its content and use; (b) all information, instructions, and materials provided by or on behalf of User or any Authorized User in connection with the Services; (c) User's information technology infrastructure, including computers, software, databases, electronic systems (including database management systems), and networks, whether operated directly by User or through the use of third-party services (“User Systems”); and (d) all access to and use of the Services directly or indirectly by or through the User Systems or the User’s or its Authorized Users' access credentials.

User is solely responsible for maintaining the confidentiality and security of its username, password, and other account information (“Account Details”). Additionally, User is fully accountable for all activities that occur under its Account and will be liable for any losses or damages incurred by Galvix or any third party due to unauthorized use of its Account or password. User agrees to promptly notify Galvix of any unauthorized access or use of its Account or any security breach. Galvix will not be liable for any loss or damages resulting from unauthorized use of User’s password or Account.

User further agrees not to use the Account or log in with the username and password of another User of the Platform unless: (a) User is expressly authorized to use such User’s Account; and (b) such use would not violate the Terms.

6. Access and Use of Services

  1. Availability of Service. Galvix does not guarantee continuous, uninterrupted or secure access to the Platform and Services, and operation of the Platform may be interfered with due to numerous factors outside of Galvix’s control such as internet service provider issues, outage of third party  websites or denial-of-service attacks and planned downtime (scheduled with at least 3 (three) days’ notice and at a time intended to minimize impact to Users). During this time, the Platform will be temporarily unavailable.   

  2. Third-Party Services. Galvix may, at its discretion, make certain Third-Party Services available to the User or enable the integration of such Third-Party Services with the Services, thereby facilitating the transmission of User Data from those Third-Party Services into the Services. Any such Third-Party Services shall be governed by their own respective terms of service. If the User does not agree to comply with the applicable terms of any such Third-Party Services, the User should refrain from installing or using them. However, declining to use or failing to agree to the terms governing such Third-Party Services may restrict the User’s access to certain features of the Services provided by Galvix that depend on such integrations. By authorizing Galvix to transmit User Data from Third-Party Services into the Services, the User represents and warrants that it possesses the necessary rights, power, and authority to grant such authorization. The User acknowledges that the terms of service for certain Third-Party Services may, (a) contain provisions that conflict with these Terms, and (b) impose specific requirements on Galvix’s Terms. By linking its Account to a Third-Party Service, the User grants Galvix, the permission to access and utilize User’s information from such Third-Party Service in accordance with its terms of service. Additionally, the User authorizes Galvix to store the User’s login credentials for such Third-Party Service as necessary to facilitate such access. Further, Users acknowledge and agree that, (a) Third-Party Services, their settings, configurations, and/or errors may result in incomplete or inaccurate User Data being exported to Galvix via the interface used to automate transmission of User Data from the Third-Party Services to the Service (“Interface”); and (b) providers of a Third-Party Service can unilaterally suspend, or terminate the Interface without notice and without cause, and User's use of the Interface may be immediately suspended, or terminated as a result. If Galvix is not able to obtain any User Data through the Interface, the User shall be responsible for delivering the necessary User Data required to provide the Services in the format specified by Galvix.

  3. Suspension of Services. Galvix may, directly or indirectly, suspend or otherwise deny Users, or any Authorized User's access to or use of all or any part of the Services, without incurring any resulting obligation or liability, if (a) Galvix receives a judicial or other governmental demand or order, subpoena, or law enforcement request to do so; or (b) Galvix believes, in its good faith and reasonable discretion, that (i) User or any Authorized User has violated these Terms; or (ii) User or any Authorized User is or has been, involved in any fraudulent, misleading, or unlawful activities relating to or in connection with any of the Services or caused any risk to the security or performance of the Services, User, or any other User or business partner of Galvix; or (c) the User defaults on payment of the fees. If the suspension of the Services results from the User’s violation or omission of these Terms, the User will not be entitled to receive any compensation or refund for the period of suspension. In case of any compensation or refund requests, the User must write to Galvix at support@galvix.com within 7 (seven) days of the suspension of Services.

  4. Aggregated Data. Notwithstanding any provision to the contrary in these Terms, Galvix reserves the right to monitor the User’s use of the Platform and the Services and to collect and compile data and information related to or derived from the User Data or the User’s use of the Platform and the Services. Such data shall be used by Galvix in an aggregated and anonymized manner, including for the purpose of generating statistical and performance analyses related to the Services (“Aggregated Data”). The User acknowledges and agrees that Galvix may, (a) share Aggregated Data with third parties, including other Users, in compliance with applicable laws, and (b) utilize Aggregated Data to generate results for the User, maintain, evaluate, develop, and enhance the Platform and the Services, support internal business operations, and to the extent and in the manner permitted under applicable law.  

  5. Notwithstanding any provisions to the contrary in these Terms, if applicable law or a judicial or administrative order requires Galvix to disclose any User Data, Galvix will, to the extent legally permitted, provide you with a prior written notice before making such disclosure.

7. Use Restrictions

The User shall not, at any time, whether directly or indirectly, nor shall it permit any Authorized Users to: 

  1. copy, modify, or create derivative works of any Galvix IP (as defined below), in whole or in part, including but not limited to by means of automated or non-automated “scraping”; 

  2. rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the Services or Documentation to any third party; 

  3. reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of the Services, in whole or in part; 

  4. collect or harvest any Personal Information from the Services; 

  5. impersonate another individual or entity, misrepresent its affiliation with any person or entity, engage in fraudulent activity, or conceal or attempt to conceal its identity; 

  6. remove or alter any proprietary notices from any Galvix IP; 

  7. access or use any Galvix IP for the purpose of conducting competitive analysis of Galvix or the Services, developing, providing, or utilizing a competing software service or product, or for any other purpose that is detrimental to or places Galvix at a commercial disadvantage; 

  8. bypass or breach any security mechanism or protective measure implemented by the Services, or access or use the Services in any manner other than through an Authorized User utilizing valid access credentials; or 

  9. input, upload, transmit, or otherwise provide to or through the Services any information or materials that are unlawful, harmful, or contain, transmit, or activate any Harmful Code.

8. Fees, Taxes and Remittances

The User agrees to make timely payments in accordance with the fees mutually agreed upon with Galvix from time to time. User shall pay Galvix all applicable fees using any payment method supported by Galvix’s invoicing system at the time of payment. If payment is not received by the due date, for any reason whatsoever, User agrees to pay the amount due, plus interest at such rate as mutually agreed between the parties at the of User’s subscription to the Services, in addition to attorneys’ fees, court costs, and collection agency fees. Galvix reserves the right to suspend or withhold provision of any Services under these Terms until all outstanding fees is received in full. Access to the Platform and related Services may not be provided or may be revoked if payments are overdue.

All fees and other amounts payable by the User under these Terms are exclusive of any applicable taxes and similar assessments. The User shall be responsible for all sales, use, excise, and other similar taxes, duties, and charges of any kind imposed by any federal, state, or local governmental or regulatory authority on any amounts payable under these Terms, excluding taxes imposed on Galvix’s income. In the event that Galvix is legally required to remit any such taxes, duties, or charges to a governmental or regulatory authority, Galvix reserves the right to invoice the User for the corresponding amounts, and the User shall remit payment for such invoiced amounts in accordance with these Terms.

User acknowledges and agrees that Galvix does not provide legal, tax, accounting, or other professional advice and therefore, the Services must not be construed as a substitute for advice from a qualified professional. Due to the rapidly changing nature of tax regulations that require interpretation by qualified professionals, User bears the sole responsibility to determine the applicability of the output generated by the Services and to confirm its accuracy. User is encouraged to conduct its own due diligence and seek the assistance of qualified counsel or other professionals regarding any decisions requiring professional advice.

10. Intellectual Property Ownership

Galvix IP

Ownership. As between you and Galvix, Galvix and its licensors exclusively own all rights, title, and interest in the patents, copyrights (including rights in derivative works), moral rights, rights of publicity, trademarks or service marks, brand names, logos and designs, domain names, trade secrets, trade dress, specific layouts of the webpages of the Platform, including its looks and feel, proprietary tax research data used for the performance of Services, including but not limited to, tax rate calculations, product taxability rules, and nexus rules for different jurisdictions, and other intellectual property embodied by, or contained in the Platform, Interface, Services, and Documentation, anywhere in the world and whether registered or unregistered (collectively, "Galvix IP"). For the avoidance of doubt, “Galvix IP” includes Aggregated Data but does not include User Data. With respect to Third-Party Services, the applicable third-party providers own all right, title, and interest, including all intellectual property rights, in and to the Third-Party Services.

License Grant. Subject to User's ongoing compliance with these Terms and payment of all applicable fees, Galvix grants User a limited, non-exclusive, non-transferable, and non-sublicensable license to access and use the Services solely for User’s internal business purposes. User acknowledges that this license does not grant User any ownership rights in the Galvix IP.

No Implied Licenses.  Galvix IP is protected by copyright, trade secret, patent, and other intellectual property laws, and all rights in Galvix IP not expressly granted to you hereunder are reserved. Except for the limited rights and licenses expressly conferred herein, nothing herein shall be construed, whether by implication, waiver, estoppel, or otherwise, as granting the User or any third party any intellectual property rights or any other right, title, or interest in or to the Galvix IP.

User Data

Galvix acknowledges that, as between User and Galvix, the User retains all rights, title, and interest, including all intellectual property rights, in and to the User Data. The User hereby grants Galvix a non-exclusive, royalty-free, worldwide license to reproduce, distribute, use, and display the User Data, and to perform any necessary actions with respect to the User Data in order to provide the Services to the User. Additionally, the User grants Galvix a non-exclusive, perpetual, irrevocable, royalty-free, worldwide license to reproduce, distribute, modify, and otherwise use and display User Data that is incorporated within the Aggregated Data. The User may export its User Data at any time using the features and functionalities provided by the Services.

Feedback

If the User or any of its employees, contractors, or agents provides suggestions, recommendations, or other feedback regarding modifications or improvements to the Galvix IP or Services, including but not limited to comments, questions, or suggestions (“Feedback”), Galvix shall have the unrestricted right to use such Feedback. User hereby irrevocably assigns to Galvix, on behalf of itself and its employees, contractors, and agents, all rights, title, and interest in and to such Feedback. Galvix may use the Feedback for any purpose whatsoever, without any obligation of attribution, compensation, or acknowledgment to the User or its affiliates.

11. Limitation of Liability

User acknowledges that Galvix only provides facilitation tools for the Services, and does not offer any tax advisory services. Galvix assumes that copies of the documents provided by the User conform to the originals and are accurate, up to date, complete and validly authorized and executed. Galvix relies on the documents as presented by the User and is not responsible for carrying out any independent verification to check the accuracy or veracity of the documents. The User agrees that any disputes relating to the payment or tax details will be settled directly with the relevant state authorities or its bank, as the case may be.

While Galvix endeavours to achieve accuracy, Users acknowledge that state nexus thresholds, tax rates, rules, and classifications are subject to change. Consequently, Galvix shall not be held liable for any inaccuracies or failure to update such information in real-time, or for any penalties, interest, audits, assessments, or other liabilities resulting from incorrect tax calculations. Users are solely responsible for reviewing and ensuring that all Transaction Tax calculations are correctly applied within their billing systems. Galvix does not assume any responsibility for any Users’ failure to collect, report, or remit the correct amount of Transaction Tax to the relevant tax authorities.

TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT SHALL COMPANY (INCLUDING ITS AFFILIATES AND THEIR RESPECTIVE DIRECTORS, EMPLOYEES, AGENTS, SPONSORS, PARTNERS, SUPPLIERS, CONTENT PROVIDERS, LICENSORS OR RESELLERS,) BE LIABLE UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE OR ANY OTHER LEGAL OR EQUITABLE THEORY WITH RESPECT TO THE SERVICES (A) FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES OR LOST PROFITS; OR (2) LOSS OF GOODWILL OR REPUTATION, IN EACH CASE REGARDLESS OF WHETHER SUCH PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE;  (I) FOR ANY DIRECT DAMAGES IN EXCESS OF THE TOTAL FEES PAID AND/OR PAYABLE TO GALVIX UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE CLAIM AND (II) FOR ANY MATTER BEYOND ITS OR THEIR REASONABLE CONTROL, EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF ANY OF THE AFOREMENTIONED DAMAGES.

12. Warranty Disclaimer

EXCEPT AS EXPRESSLY PROVIDED IN THESE TERMS, THE GALVIX IP IS PROVIDED “AS IS” AND GALVIX HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. GALVIX SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. GALVIX MAKES NO WARRANTY OF ANY KIND THAT THE GALVIX IP, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET USER’S OR ANY OTHER PERSON’S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, OR ACHIEVE ANY INTENDED RESULT. USER ACKNOWLEDGES AND AGREES THAT GALVIX DOES NOT PROVIDE LEGAL OR PROFESSIONAL TAX OPINIONS OR LEGAL OR MANAGEMENT ADVICE.

GALVIX STRIVES TO ENSURE THAT THE DATA AND INFORMATION CONTAINED WITHIN ITS SERVICES IS UP TO DATE AND ACCURATE. HOWEVER, USER EXPRESSLY ACKNOWLEDGES AND AGREES THAT ITS USE OF THE SERVICES AND RELIANCE UPON ANY CONTENT IS AT ITS SOLE RISK. GALVIX MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE COMPLETENESS, ACCURACY OR RELIABILITY OF THE SERVICES OR THE INFORMATION CONTAINED THEREIN. 

Galvix shall not be held liable for any failure or disruption or delay in performance of the Services resulting from periods of time for maintenance and/or modifications to the Platform, or events beyond its reasonable control, including but not limited to, acts of God, government actions, natural disasters, cyberattacks, telecommunications failures, unforeseen administrative issues within  authorities, or changes in laws and regulations that impact the provision of any of the Services or the Platform. Galvix makes no representations or warranties regarding the security, functionality, or accessibility of any Third-Party Services, including those accessible through links provided on the Platform. Galvix expressly disclaims any and all liability arising from or related to the use of, or reliance on, such Third-Party Services. In the event of such disruptions, Galvix's obligations under these Terms shall be suspended for the duration of the outage, and no penalties or liabilities shall arise from Galvix’s inability to provide Services during this period.

13. Indemnification

User agrees to defend, indemnify, and hold harmless, Galvix and its affiliates and their respective directors, officers, and employees, from and against any losses incurred by Galvix resulting from, (a) any third-party claim that the User Data, or any use of the User Data in accordance with these Terms, infringes or misappropriates such third party’s US intellectual property or other rights and; (b) User’s breach of its obligations under these Terms; and (c) User’s violation of applicable laws; in each case provided that User may not settle any third-party claim against Galvix unless Galvix consents to such settlement, and further provided that Galvix will have the right, at its option, to defend itself against any such third-party claim or to participate in the defense thereof by counsel of its own choice.

14. Period and Termination

  1. Period. The period of these Terms begins on the date on which the User accepts the Terms and, will continue in effect until terminated by either party.

  2. Termination. In addition to any other express termination right set forth in these Terms, (a) either User or Galvix may terminate these Terms, effective on written notice to Galvix or User respectively, if Galvix or User materially breaches these Terms, and such breach, (i) is incapable of cure; or (ii) being capable of cure, remains uncured for 30 (thirty) calendar days after the non-breaching party provides the breaching party with written notice of such breach; or (b) User or Galvix may terminate these Terms, effective immediately upon written notice to Galvix or User respectively, if Galvix or User, (i) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; (ii) files or has filed against it, a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; (iii) makes or seeks to make a general assignment for the benefit of its creditors; or (iv) applies for or has appointed a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business; or (c) User or Galvix may terminate these Terms with 30 (thirty) days written notice to Galvix or User, respectively.

  3. Effects of Termination. Upon termination of the Services by either party for any reason, (i) Galvix will cease providing Services to the User and the User will no longer be able to access its account; (ii) unless otherwise provided in these Terms, the User will not be entitled to any refunds, and the User shall pay Galvix all unpaid amounts owed.

15. Entire Terms

These Terms, together with any order forms and other documents incorporated herein by reference, constitutes the sole and entire agreement of the User and Galvix with respect to the subject matter of these Terms and supersedes all prior and contemporaneous understandings, agreements, and representations and warranties, both written and oral, with respect to such subject matter. In the event of any inconsistency between the statements made in the body of these Terms, the related exhibits, an order form, and any other documents incorporated herein by reference, the following order of precedence governs, (a) the applicable order form, (b) these Terms; and (iii) any other documents incorporated herein by reference.

16. Force Majeure

Except for payment obligations, neither party shall be liable for any failure or delay in performing its obligations under these Terms, if and to the extent such failure or delay is caused by any circumstances beyond User’s or Galvix’s reasonable control, including but not limited to acts of God, acts of war, acts of terrorism, flood, fire, earthquake, explosion, war, terrorism, invasion, riot or other civil unrest, strikes, plague, labour stoppages or slowdowns or other industrial disturbances, or passage of law or any orders, rules, regulations, acts, or restraints of any government or governmental body or authority, civil or military, including the orders and judgments of courts.

User or Galvix seeking relief from performance on grounds of force majeure must, (a) provide notice of such circumstances to Galvix or User respectively, as soon as practicable, (ii) exercise commercially reasonable efforts to avoid or mitigate such circumstances, and (iii) resume performance as soon as practicable upon the cessation of the circumstances. In the event such failure or delay persists for a period exceeding 7 (seven) days, the non-defaulting party may terminate the Services. Such termination shall not result in any liability being imposed on either party, nor shall it entitle the User to any refund, compensation, or other recourse, except as otherwise expressly provided herein.

17. Notices

We may send notices to the Users via text or SMS or email to the mobile phone numbers or email addresses provided to us. These notices may include alerts about the Services, Contracts, order forms, invoices, modifications to the Terms, introduction of new Services, discontinuation of Services, and other information in relation to the Platform. You must maintain an updated web browser, a computer and a mobile device to receive the notices correctly. You are responsible for all costs imposed by internet or mobile service providers for sending or receiving notices electronically.

Contact us immediately via email on support@galvix.com if you are or believe you are having problems receiving the notices.

18. Amendment and Modification

  1. Modifications to Terms. Galvix retains the right, at its sole discretion, to modify, amend, or supplement the Terms, in whole or in part, at any time. Such modifications, amendments, or supplements shall be effective immediately upon posting on the Platform. While Galvix undertakes to provide periodic notification of modifications to the Terms, Galvix shall not be held liable for any delays in providing such notification, including but not limited to delays caused by technical difficulties, network interruptions, issues with third-party email providers, legal or regulatory constraints, user preferences to opt out of certain communications, or a user's failure to maintain updated contact information on the Platform.

  2. User Responsibility to Review. It is the User’s sole responsibility to regularly review the Terms and remain informed of any modifications or additions thereto. Continued use of the Services following the effective date of any such modifications, amendments, or supplements shall constitute the User's acceptance of such changes.

 3. Acceptance of Modifications. If a User does not agree to any such modifications, amendments, or supplements, the User must immediately cease all use of the Platform and the Services.

19. Waiver

No failure or delay by the parties in exercising any right or remedy available to it in connection with these Terms will constitute a waiver of such right or remedy. No waiver under these Terms will be effective unless made in writing and signed by an authorized representative of the party granting the waiver.

20. Grievance Redressal

In case of any complaints or concerns regarding the use of the Services, or these Terms, please feel free to write to Galvix on legal@galvix.com.

21. Severability

If any provision of these Terms is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any other provision of these Terms or invalidate or render unenforceable such provision in any other jurisdiction.

22. Governing Law: Submission to Jurisdiction

  1. Choice of Law. These Terms are governed by and construed in accordance with the internal laws of the State of Delaware without giving effect to any choice or conflict of law provision or rule that would require or permit the application of the laws of any jurisdiction other than those of the State of Delaware. Any legal suit, action, or proceeding arising out of or related to these Terms or the licenses granted hereunder must be instituted in the federal courts of the United States or the courts of the State of Delaware and each Party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding.

  2. Subject Matter. Any disputes, claims, or concerns arising solely from the use of the Services should be directed to us for resolution. However, for any issues, disputes, or claims relating to the Third-Party Services, User must directly address and resolve such matters with the respective third party, as we assume no responsibility or liability for Third-Party Services. 

  3. Binding Arbitration. Any and all disputes arising out of or relating to these Terms shall be resolved by binding arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules.

  4. Selection of Arbitrators. The arbitration shall be conducted before a panel of 3 (three) arbitrators. Each party shall select one arbitrator, and the two arbitrators so selected shall select the third arbitrator. The arbitrators shall possess demonstrable knowledge and experience in the subject matter of these Terms, including but not limited to the applicable law and the online advertising industry.

  5. Arbitrator Authority; Confidentiality. The arbitrators shall have the authority to determine issues of arbitrability and to award compensatory damages, but shall not have the authority to award punitive, exemplary, or any other form of non-compensatory damages. The parties, their representatives, and all participants in the arbitration shall maintain the confidentiality of the existence, content, and outcome of the arbitration proceedings.

  6. Governing Law and Location. The arbitration proceedings shall be conducted in the English language and shall take place in Delaware, unless otherwise unanimously agreed upon by the arbitrators.

  7. Class Action Waiver. By accepting these Terms, you agree to waive your right to bring or participate in a class action lawsuit against us. Neither you nor we may be a representative of other potential claimants or a class of potential claimants in any dispute, nor may 2 (two) or more individuals’ disputes be consolidated or otherwise determined in 1 (one) proceeding.

23. Export Regulation

The Services utilize software and technology that may be subject to US export control laws, including the US Export Administration Act and its associated regulations administered by the Office of Foreign Assets Control (“OFAC”) of the US Department of the Treasury, and the export control laws and regulations of any other applicable jurisdiction (“Export Control Laws”). User shall not, directly or indirectly, export, re-export, or release the Services or the underlying software or technology to, or make the Services or the underlying software or technology accessible from, any jurisdiction or country to which export, re-export, or release is prohibited by the Export Control Laws. User represents and warrants that User is not listed on any US government list of prohibited or restricted parties, including but not limited to entities on the OFAC Specially Designated Nationals List and other relevant lists maintained by the Bureau of Industry and Security and the Department of State. User shall comply with all applicable federal laws, regulations, and rules, and complete all required undertakings.

24. Improper Payments

The User represents and warrants that it has not and shall not make, directly or indirectly, in connection with the Terms or in connection with any other business transaction related to Galvix, promise, authorize or make any payment to, or otherwise contribute any item of value, directly or indirectly, to any third party, including any Non-US Official (as such term is defined in the United States Foreign Corrupt Practices Act of 1977 (“FCPA”)); for the purpose of influencing any act or decision of such government official or such person or entity in their official capacity, with the aim of obtaining or retaining business or securing an unfair advantage for Galvix or the User. The User further represents and warrants that it has taken no action and will take no action, directly or indirectly, that would constitute a violation of the provisions of any applicable anti-corruption laws, including, without limitation, FCPA, and any laws enacted pursuant to the OECD Convention on Combatting Bribery of Foreign Public Officials in International Business Transactions (collectively, the “Anti-Corruption Laws”).

25. Publicity

Galvix may identify User as a user of the Services and may use User’s name, logo, and other trademarks in Galvix User list, press releases, blog posts, advertisements, and website (and all use thereof and goodwill arising therefrom shall inure to the sole and exclusive benefit of User). If User would not like Galvix to exercise the foregoing publicity rights, User must email at support@galvix.com stating that it does not wish to be used as a reference.

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