XClause Terms of Use

Welcome. We are SaaS AI LLC d/b/a XClause ("XClause," "we," "our," or "us"). The following terms of use ( "Terms") apply to you ("you" or "your" or "yourself" or "User") when you access or use the XClause websites, including XClause.com, or any of our web-based or mobile applications (collectively, the "Services"), including the information communicated via the Services ("Content").

1. Important Notices.

Your access to and use of the Services is conditioned on your acceptance of and compliance with these Terms. By checking the box to agree to these Terms during sign up, you are binding yourself to these Terms as if you had signed a hard copy agreement in ink.

If there is a conflict between these Terms and our Privacy Statement, then the Privacy Statement shall control. If your account is provided pursuant to a separate written agreement ("Service Agreement") between XClause and a company ("Sponsor"), the terms of the Service Agreement will control over these Terms.

THESE TERMS CALL FOR THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTIONS, AND ALSO LIMIT THE REMEDIES AVAILABLE TO ME IN THE EVENT OF A DISPUTE AS DESCRIBED IN THE ARBITRATION PROVISION BELOW.

2. Access.

(a) You are responsible for your use of the Services, for any Content you post to or distribute through the Services, and for any consequences thereof. You are responsible for the actions of each person who uses your account, whether or not you have expressly authorized that person to use your account. The Content you submit, post, or display may be viewed by other Users of the Services and through third party services and websites. You should only upload, share or transmit Content that you have the right to upload, share or transmit, and that you are comfortable sharing with others under these Terms. By uploading Content to the Services, you irrevocably grant us a perpetual, irrevocable, royalty-free, worldwide license to transmit, copy and use that Content, and create derivative works thereof, as we deem necessary and appropriate ("Content License").

(b) You may use the Services only if you are 18 years old or older. You may use the Services only in compliance with these Terms and all applicable local, state, national, and international laws, rules and regulations.

(c) The Services are always evolving and the form and nature of the Services may change from time to time without prior notice. In addition, XClause may stop (permanently or temporarily) providing the Services or any features within the Services to you or to other users without notice. XClause also retains the right to create limits on use and storage at XClause's sole discretion at any time without prior notice.

3. XClause's Rights.

All rights, titles, and interests in and to the Services are and will remain the exclusive property of XClause and its licensors (including other users). The Services are protected by copyright, trademark, and other laws of the United States and other countries around the world. Nothing in the Terms gives you a right to use the XClause name or any of XClause's trademarks, logos, domain names, or other distinctive brand features. Any feedback, comments, or suggestions you may provide regarding XClause or the Services is entirely voluntary and XClause will be free to use your feedback, comments or suggestions as we see fit and without any obligation to you.

4. Restrictions on Content and Use of the Services

(a) We reserve the right at all times (but we do not have the obligation) to remove or refuse to distribute any Content on the Services and to terminate users and reclaim user names. We also reserve the right to access, read, preserve, and disclose any Content or other information for any reason in our sole discretion, including without limitation to satisfy any applicable law, regulation, legal process or governmental request, enforce the Terms, including investigation of potential violations hereof, detect, prevent, or otherwise address fraud, security or technical issues, respond to user support requests, or protect the rights, property or safety of XClause, its users and the public.

(b) You may not do any of the following while accessing or using the Services:

• access, tamper with, or use non-public areas of the Services, XClause's computer systems, or the technical delivery systems of the website's systems;
• probe, scan, or test the vulnerability of any system or network or breach or circumvent any security or authentication measures;
• access or search or attempt to access or search the Services by any means (automated or otherwise) other than through our currently available interfaces published by XClause (and only pursuant to those interfaces), unless you have been specifically allowed to do so in a separate written agreement signed by XClause;
• forge any TCP/IP packet header or any part of the header information in any email or posting, or in any way use the Services to send altered, deceptive or false source-identifying information;
• interfere with, or disrupt, (or attempt to do so), the access of any user, host or network, including, without limitation, sending a virus, overloading, flooding, spamming, mail-bombing the Services, or by scripting the creation of Content in such a manner as to interfere with or create an undue burden on the Services.

5. Intellectual Property Policy

XClause respects the intellectual property rights of others and expects users of our Services to do the same. We will respond to notices of alleged copyright or other intellectual property infringement that comply with applicable law (including the Digital Millennium Copyright or "DMCA" at 17 U.S.C. §512) and are properly provided to us. If you would like the benefit of your legal protections under the DMCA, please review the DMCA to ensure your compliance.

If you believe that your Content has been copied in a way that constitutes copyright infringement or the infringement of other intellectual property rights, please send us a written request to remove the allegedly-infringing Content ("takedown notice"). Each takedown notice must be in English and include the following information:

• Identification of the work claimed to have been infringed.
• Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled.
• Information reasonably sufficient to permit us to locate the material (e.g., a detailed uniform resource locator or "URL").
• Your contact information, including your postal address, telephone number, and an email address.
• A statement by you that you have a good faith belief that use of the Content or other material in the manner complained of is not authorized by the copyright owner or other owner, its agent, or the law.
• A statement that the information in the notice is accurate, and, under penalty of perjury, that you are authorized to act on behalf of the copyright owner or other owner.
• A physical or electronic signature of the copyright owner, other owner, or a person authorized to act on their behalf.

On our receipt of a takedown notice, we may publish the takedown notice to the general public, or provide a copy of the takedown notice to the user that uploaded or provided the Content accused to be infringing ("Accused Content"). For any takedown notice that is subject to the provisions of the DMCA, the original provider of the Accused Content may have the right to send a notice to us (called a "counter notice") demanding that the Accused Content be restored to the Services.

In compliance with the DMCA or other applicable law, we may implement any takedown notice by removing the Accused Content or other material from public view on the Services, and we may implement any counter notice by restoring the Accused Content or other material to public view on the Services. In either case, XClause shall bear no liability to you or anyone else for the posting, removal or re-posting of any Accused Content.

Independent of the DMCA and any other applicable laws or regulations, we reserve the right to remove any Accused Content without prior notice, at our sole discretion, and without liability to you or anyone else. In appropriate circumstances, XClause will also terminate a registered user's account if we determine the registered user to be a repeat infringer.

Our designated copyright agent for sending takedown notices and counter notices is:
XClause, [Postal Address]
Email: [Support@XClause.com]

6. Limitation of Liability and Indemnification.

(a) YOUR ACCESS TO AND USE OF THE SERVICES AND ANY CONTENT IS AT YOUR OWN RISK. YOU UNDERSTAND AND AGREE THAT THE SERVICES ARE PROVIDED TO YOU ON AN "AS IS" AND "AS AVAILABLE" BASIS.

(b) WE MAKE NO WARRANTY AND DISCLAIM ALL RESPONSIBILITY AND LIABILITY FOR THE COMPLETENESS, ACCURACY, AVAILABILITY, TIMELINESS, SECURITY OR RELIABILITY OF THE SERVICES OR ANY CONTENT THEREON. XCLAUSE SHALL NOT BE RESPONSIBLE OR LIABLE FOR ANY HARM TO YOUR COMPUTER SYSTEM, LOSS OF DATA, LOSS OF MONEY, LOSS OF BUSINESS OPPORTUNITY, OR OTHER HARM THAT RESULTS FROM YOUR ACCESS TO OR USE OF THE SERVICES, OR ANY CONTENT. YOU ALSO AGREE THAT XCLAUSE HAS NO RESPONSIBILITY OR LIABILITY FOR THE DELETION OF, OR THE FAILURE TO STORE OR TO TRANSMIT, ANY CONTENT AND OTHER COMMUNICATIONS MAINTAINED BY THE SERVICES. WE MAKE NO WARRANTY THAT THE SERVICES WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM XCLAUSE, THROUGH THE SERVICES, OR OTHERWISE, WILL CREATE ANY WARRANTY OR REPRESENTATION NOT EXPRESSLY MADE HEREIN.

(c) EXCEPT AS PROHIBITED BY LAW, YOU WILL INDEMNIFY, DEFEND AND HOLD XCLAUSE AND ITS OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS HARMLESS FOR ANY INDIRECT, PUNITIVE, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGE, HOWEVER IT ARISES (INCLUDING ATTORNEYS' FEES AND ALL RELATED COSTS AND EXPENSES OF LITIGATION AND ARBITRATION, OR AT TRIAL OR ON APPEAL, IF ANY, WHETHER OR NOT LITIGATION OR ARBITRATION IS INSTITUTED), WHETHER IN AN ACTION OF CONTRACT, NEGLIGENCE, OR OTHER TORTIOUS ACTION, OR ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, INCLUDING WITHOUT LIMITATION ANY CLAIM FOR PERSONAL INJURY OR PROPERTY DAMAGE, ARISING FROM YOUR ACTIONS OR OMISSIONS IN YOUR PERFORMANCE OF THIS AGREEMENT AND ANY VIOLATION BY YOU OF ANY APPLICABLELAWS, STATUTES, RULES, OR REGULATIONS, EVEN IF XCLAUSE HAS BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. EXCEPT AS PROHIBITED BY LAW, IF THERE IS LIABILITY FOUND ON THE PART OF XCLAUSE, IT WILL BE LIMITED TO THE AMOUNT PAID FOR THE SERVICES BY YOU, AND UNDER NO CIRCUMSTANCES WILL THERE BE CONSEQUENTIAL OR PUNITIVE DAMAGES ASSESED AGAINST XCLAUSE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE PRIOR LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.

7. Future Services.

If I choose to add a Service subsequent to your initial purchase, these Terms will apply to that additional Service as well.

8. Suspended Accounts.

If XClause encounters evidence of suspicious activity in connection with your account, then XClause, in its sole discretion, may opt to temporarily or permanently disable your account. Evidence of suspicious activity includes, but is not limited to, evidence that the account is being used by someone who is not authorized to do so. XClause may also provide information about you or your account to the Sponsor of your account, or to law enforcement or other authorities. Additionally, XClause, in its sole discretion, may decide not to provide access to documents or other Content associated with your account while the account is disabled. XClause will not be liable for any delays caused by these provisions, policies and procedures.

9. Dispute Resolution; Binding Arbitration.

(a) Arbitration Procedures. For any claim or dispute between you and us ("Dispute") you and XClause agree to attempt to resolve the Dispute informally via the following process. If you assert a claim against XClause, you will first contact XClause by sending a written notice of your Dispute ("Claimant Notice") to XClause by U.S. certified mail addressed to Notice of Dispute, XClause, [Address]. The Claimant Notice must (a) include your name, residence address, email address, and telephone number; (b) describe the nature and basis of the Dispute; and (c) set forth the specific relief sought. For any Dispute that XClause may have against you, we will provide you notice ("XClause Notice") in similar form to that described above via the mailing address and email address associated with your account; provided that if no postal address is associated with your account, then we will send you an email or a direct message via the Services. The statute of limitations and any filing fee deadlines shall be tolled for thirty (30) days from the date that either you or XClause first send the applicable Notice so that the parties can engage in this informal dispute resolution process.

(b) Process. If you and XClause cannot reach a written agreement to resolve the Dispute within thirty (30) days after Notice is provided, then the Dispute shall be resolved by binding arbitration administered by the American Arbitration Association ("AAA") in accordance with its Commercial Arbitration Rules then in effect. The arbitration shall be conducted by a single arbitrator and shall take place in Wilmington, Delaware, USA. Any party or witness that resides more than 50 miles from Wilmington, Delaware may participate and testify by telephone conference or video conference. English will be the language of the arbitration. The arbitrator shall have sole authority to determine the arbitrability of any claim or Dispute, and shall have authority to issue injunctive or other equitable relief as permitted by Delaware law. The arbitrator's award shall be final and binding, and judgment on the award may be entered in any court having jurisdiction. Each party shall bear its own costs and attorney's fees, unless the arbitrator awards otherwise in accordance with applicable law. The parties agree to maintain the confidentiality of the arbitration proceedings and award, except as required by law or to enforce the award.

10. Governing Law and Venue.

This Agreement and any Dispute arising between the parties, whether or not arising from these Terms, a Service Agreement, or your use of the Services shall be governed by, and construed in accordance with, the laws of the State of Delaware, and the federal laws of the United States, without regard to conflict of law provisions or principles. As noted above, all Disputes not resolved directly by you and us speaking to each other shall be determined by one arbitrator in binding arbitration. Any legal action, suit, or proceeding to enforce an arbitration award, or other arising out of or relating to this Agreement, may be instituted in the state or federal courts located in Wilmington, Delaware, USA, and each party irrevocably submits to the non-exclusive jurisdiction of such courts in any such action, suit, or proceeding. The parties hereby waive any objection to the venue of such courts, including on the grounds of inconvenient forum.

11. Subscription Fees and Charges.

User agrees to pay the fees for the Services in accordance with the applicable fee schedules listed in the Service ("Fees"), and User authorizes XClause to charge the User's designated card or other financial account on file, as specified by User through the Services, for all Fees as they become payable. Fees for the Services are typically periodica based starting from the date when the User commences Services (so, for example, if User is on a monthly plan and activates XClause subscription January 2nd, then the User is paying for the next month, and will be billed again February 2nd via credit card or other financial account on file. User is required to pay Fees in full independent of any log-ins or use of the Service.

12. Forms.

If you have purchased a form of contract ("Form") from XClause, the following provisions apply to each Form:

(a) License. XClause grants you a nonexclusive, nontransferable, worldwide right and license to use the Forms you have paid for. This license allows you to access, download, use, and edit the Forms for your personal use. You may not: (i) license, sublicense, sell, resell, transfer, assign, distribute, or otherwise make available to any third party any of the Forms; or (ii) modify, reproduce, reverse engineer, or make derivative works based on, referring to, or exploiting the Forms, except for modifications to the Forms for your personal use. All rights not expressly granted to you are reserved by XClause and its licensors.

(b) No Guarantee. Except for any warranty expressly stated in these Terms, XClause disclaims any and all warranties, express or implied, including any implied warranties of merchantability or fitness for a particular purpose, or any warranties that any Form is accurate, reliable, complete or timely. The Forms are provided for information purposes only, and may not be relied upon as legal advice. If you need legal advice, please contact and retain an attorney in your jurisdiction.

(c) No Legal Services. XClause is not a law firm and does not provide legal services. The Forms are not a substitute for the advice or services of an attorney. No attorney-client relationship or privilege is created with XClause.

13. Reviews.

After your purchase, you may receive an email survey request from XClause. You may also write a review on the Services. If you complete the survey or submit a review, your opinions may be posted, in whole or in part, on the Services or used in marketing material. The review may be accompanied by limited identifying information, such as your first name and last initial, the Service you reviewed, your gender, city and/or state, and age range.

14. Force Majeure.

XClause shall not be considered in breach of or default under these Terms or any Service Agreement, and shall not be liable for any cessation, interruption, or delay in the performance of its obligations hereunder by reason of earthquake, flood, fire, storm, lightning, drought, landslide, hurricane, cyclone, typhoon, tornado, natural disaster, act of God or the public enemy, epidemic, famine or plague, action of a court or public authority, change in law, explosion, war, terrorism, armed conflict, labor strike, lockout, boycott or similar event beyond our reasonable control, whether foreseen or unforeseen (each a "Force Majeure Event"). If a Force Majeure Event continues for more than 60 days in the aggregate, XClause may immediately terminate these Terms and shall have no liability for or as a result of any such termination.

15. 10DLC Registration and Messaging Compliance.

We may send you important service-related messages via texts or short message services ("SMS"), including verification codes, alerts, and account updates. To comply with carrier regulations and the 10DLC (10-Digit Long Code) messaging framework, all SMS communications are registered through The Campaign Registry (TCR) and routed via approved channels. You consent to receiving such messages as part of using the Services. You may opt out at any time by replying STOP to any message; however, doing so may limit access to features of the Services that rely on SMS communications. Message and data rates may apply.

16. Right to Refuse.

XClause reserves the right to refuse access to the Services to anyone on a non-discriminatory basis.

17. Binding Agreement.

These Terms are binding legal rights and obligations. Any User who does not agree to be bound by all of these Terms are advised to not open an account with and not use any of the Services.