Terms and Conditions

These Terms & Conditions (“Terms”) govern your participation as a Channel Partner (“you”, “Partner”) for the promotion and sale of AngelCX.ai, owned and operated by Vsynergize.ai (“we”, “us”, “our”).

By onboarding as a Channel Partner, you are deemed to have read, understood, and accepted these Terms.

1) Appointment

We appoint you as a non-exclusive channel partner to market and refer potential customers for AngelCX.ai. This appointment does not create any agency, employment, or partnership relationship.

2) Commissions

2.1 Commission percentages, payment terms, and eligibility criteria will be decided by us from time to time and communicated to you in writing or electronically.
2.2 Commissions are payable only on fully paid and realized revenues from customers you have referred and that we have accepted.
2.3 We reserve the right to change commission rates, eligibility, or structure at any time without prior notice.

3) Intellectual Property (IP)

3.1 All rights, title, and interest in and to AngelCX.ai, including but not limited to software, AI models, voice models, algorithms, branding, and documentation, remain our exclusive property.
3.2 You acquire no ownership rights in the product, its code, data, or any related material.
3.3 You shall not, directly or indirectly:

• Copy, reproduce, reverse-engineer, decompile, disassemble, modify, or create derivative works of the product.
• Use our IP to create competing products or services.

4) Non-Compete & Non-Circumvention

4.1 Non-Compete – During your engagement with us and for 2 years after termination, you shall not, directly or indirectly, develop, market, sell, or provide any product or service that competes with AngelCX.ai or its related solutions, whether independently, jointly, or through any third party.

4.2 No Similar Platform – You shall not attempt to design, develop, or have developed, any software, AI solution, or voice bot platform that is substantially similar to or derived from AngelCX.ai.

4.3 Non-Circumvention – You shall not bypass or attempt to bypass us to deal directly with our customers, prospects, suppliers, or strategic partners for the purpose of offering competing products or services.

4.4 These restrictions survive termination and are enforceable worldwide.

5) Confidentiality

You agree to keep confidential all non-public information about our business, product, customers, and pricing, and not to disclose it without our prior written consent.

6) Termination

We may terminate your rights as a Channel Partner at any time, with or without cause, and without prior notice. Upon termination:

• You must immediately stop promoting AngelCX.ai.
• You will only be entitled to commissions accrued up to the termination date.
• All rights granted to you under these Terms will immediately cease.

7) No Claims

You acknowledge that:

• You have no rights to claim ownership, equity, or continued commissions after termination.
• You cannot make any legal or financial claims against us for business loss, opportunity loss, or goodwill.

8) Compliance

You agree to:

• Comply with all applicable laws in your marketing and sales activities.
• Avoid making any false or misleading representations about our product.

9) Indemnification

You agree to fully indemnify, defend, and hold harmless Vsynergize.ai, its officers, employees, and affiliates from any claims, damages, liabilities, costs, or expenses arising from your actions, omissions, or breach of these Terms.

10) Limitation of Liability

Our liability to you, whether in contract, tort, or otherwise, shall not exceed the commissions actually paid to you in the 6 months preceding the claim.

11) Jurisdiction

These Terms are governed by the laws of India, and all disputes are subject to the exclusive jurisdiction of the courts in Pune, India.

By proceeding with onboarding, you agree to these Terms & Conditions, including the Non-Compete & Non-Circumvention obligations, and acknowledge that you have no further rights except as expressly stated herein.