Terms of Service

Effective date: September 29, 2026 · Last updated: September 29, 2026

Scope: the XAPPX platform, XAPPX Vault and related XAPPX services and technology. Contact details and resource requests: Appendix A — Contact & Resources.

These Terms of Service ("Terms") are an agreement between XAPPX Inc., a Nevada corporation ("XAPPX," "we," "us," or "our"), and the individual or organization accepting them ("you" or "Customer").

1. Agreement, scope, and order of precedence

1.1 Acceptance.

You accept these Terms by selecting the acceptance control presented during registration, placing an order that expressly incorporates them, or entering another affirmative agreement incorporating them. If you act for an organization, you represent that you have authority to bind it. Do not create an account or use a restricted Service if you cannot agree on that basis.

1.2 Services covered.

"Services" means the XAPPX platform and the XAPPX services and technology actually provided or authorized by XAPPX under these Terms, including XAPPX Vault, storage and file management, search, Ask AI, XAPPY chat, AI agents and personas, supported voice/avatar tools, content generation, agent automation, integrations, application programming interfaces (APIs), software development kits (SDKs), subscriptions, points, and related commercial tools. A feature is covered when available to your account; listing it here is not a commitment that every account receives it.

1.3 Separate services and programs.

These Terms do not govern an independently supplied service merely because it uses an XAPPX name, links to us, or integrates with our technology. Its identified provider and applicable agreement govern that service. Dataset licensing, regulated uses, partner rewards, and any future user-payment program may require additional terms and eligibility. Illustrations of such programs do not enroll you in them.

1.4 Other documents.

Our Privacy Policy explains personal-information processing; acknowledging it is not consent to every optional use. A signed master agreement or data-processing addendum controls over these Terms to the extent of a direct conflict within its stated scope. An accepted order or feature-specific addendum controls for the commercial or technical matters it expressly addresses. These Terms govern otherwise. Customer purchase-order language does not modify the agreement unless XAPPX expressly accepts it in writing. Nothing overrides mandatory law. References to our corporate affiliates do not make a parent or another affiliate a separate contracting provider or guarantor.

2. U.S. eligibility and authority

You must be at least 18, legally capable of contracting, and a U.S. resident using the Services in the United States, or an authorized adult acting for an organization established and operating in the United States. Participation outside the permitted U.S. market is not offered under these Terms. Do not circumvent geographic or eligibility restrictions, misstate your age or location, or use another person's identity.

You must not use the Services if applicable sanctions, export controls, a legal restriction, or a prior valid suspension prohibits your participation. We may request proportionate information to verify eligibility and restrict access when eligibility cannot be established. Do not submit identity documents through ordinary uploads or chat; any lawful verification requiring additional information must use the process we designate.

U.S. eligibility is not a representation that every supplier, employee, network node, or processing location is in the United States. Processing locations are addressed in the Privacy Policy and applicable service disclosures.

3. Accounts, Vaults, and organizational administration

3.1 Registration.

Provide accurate account, billing, organization, and contact information and keep it current. Customers and authorized partners may create Vaults using supported provisioning tools. You are responsible for the authority under which you provide another person's information, invite a user, or establish a managed account.

3.2 Managed accounts.

An employer, customer organization, or partner may manage a Vault and its authorized users. Its powers depend on the access rights actually granted, the service configuration, its agreement with XAPPX, and its authority over the information. Provisioning or paying for a Vault does not, by itself, confer unlimited rights to another person's personal information or independently owned content. The organization must inform users of its administrative controls. Users should distinguish personal content from organization-controlled information.

3.3 Security responsibilities.

Protect your credentials, devices, API keys, recovery information, and access permissions; use supported security features; supervise authorized users; and maintain independent copies of important materials. Do not share an individual login where separate accounts are required. Notify us promptly of suspected compromise and revoke affected credentials with the relevant provider. You are responsible for activity you authorize and for loss caused by your breach of these duties, subject to applicable law. This allocation does not excuse XAPPX's own non-waivable security obligations or deem every unauthorized transaction your fault.

3.4 Authority disputes.

We may restrict disputed access while reasonably verifying control of an account or content. We are not required to adjudicate ownership disputes between individuals, employers, partners, or claimants. We may rely reasonably on verified account authority, applicable contracts, and lawful orders. Ending one user's access does not authorize destruction of information belonging to another customer.

4. Permitted access, APIs, and service limits

Subject to the agreement, your plan, and payment of applicable charges, XAPPX grants a limited, nonexclusive, nontransferable right to access the Services for authorized personal or business purposes during the service term. Permitted commercial use, integrations, and automation are not prohibited merely because they are automated or revenue-generating. Resale, white-label distribution, or sublicensing requires an applicable partner arrangement.

Use only authorized interfaces and credentials. Respect documented scopes, rate limits, resource limits, supported file types, and account boundaries. Do not bypass restrictions, access another customer's information, or expose service credentials to unauthorized parties. Third-party or open-source software may have separate license terms; those terms control that software to the extent required by its license.

We may maintain, modify, replace, limit, or retire functionality for operational, security, legal, or commercial reasons. Where required by law or an applicable order, we will provide notice, cancellation options, or other remedies for material changes. No unilateral change authorizes undisclosed charges or removes non-waivable rights.

5. Customer Content and operational license

5.1 Ownership.

"Customer Content" includes materials you or your authorized users upload, connect, submit, or instruct us to process: documents, contact records, media, prompts, conversations, knowledge bases, and authorized brand or likeness materials. You and the applicable rights holders retain existing ownership rights. Hosting or processing does not transfer all ownership to XAPPX.

5.2 License.

You grant XAPPX a nonexclusive, royalty-free license, exercisable wherever authorized processing occurs, to host, store, copy, organize, index, retrieve, analyze, format, transcribe, translate, transform, transmit, display, and generate requested outputs from Customer Content as reasonably necessary to provide the Services, execute authorized instructions, administer and secure the account, investigate misuse, and comply with law. We may sublicense those rights to contracted providers to the extent needed for those purposes and subject to applicable protections. Sharing with another customer, public audience, or external application remains limited by your authorization and applicable law.

5.3 Brands, voices, and likenesses.

For an enabled and properly authorized feature, this license includes use of the names, logos, trademarks, voice, images, and likenesses you provide to operate that feature in its intended context. It does not authorize us to imply a separate endorsement or use your brand or likeness in unrelated marketing. Any broader promotional use requires separate permission. Section 6 governs sensitive information and voice/avatar prerequisites.

5.4 Your assurances.

You represent that you have all necessary rights, permissions, legal bases, and notices to submit Customer Content, authorize processing, and grant this license, including rights relating to third parties, contacts, employees, customers, represented individuals, and commercial brands. You must not instruct us to infringe rights or violate confidentiality commitments. Obtain permission before recording or submitting another person's communications where required. Your obligations are not satisfied simply because material is publicly accessible.

5.5 Limits and survival.

This license does not authorize unrelated sale of personal information, unrelated advertising exploitation, or shared-model training. Any such additional use must have its own disclosed, lawful basis and any necessary consent. The license ends as content is deleted, except to complete authorized delivery, manage lawfully retained records, comply with law, resolve disputes, or effect deletion under Section 17. A legitimate recipient's independently obtained rights are not automatically revoked by closing your account.

5.6 Outputs and feedback.

Output rights depend on applicable law, preexisting rights, the content used, and applicable provider terms. You may use outputs only to the extent you have the necessary rights. XAPPX does not promise that an output is copyrightable, exclusive, accurate, or free of third-party claims. We retain rights in our underlying technology. Voluntary product suggestions expressly submitted as feedback may be used without payment under a perpetual, irrevocable, royalty-free license. Merely storing business ideas, private prompts, or files in a Vault does not make them such feedback.

6. Sensitive information and authorized voice/avatar features

Do not upload sensitive information to Vault files, chat, prompts, demonstrations, or general support channels. Prohibited sensitive material includes Social Security and government identification numbers or scans; financial-account access credentials; full payment-card data and security codes; medical records and highly sensitive health data; genetic information; biometric identifiers or templates; precise location histories; children's personal information; intimate personal records; classified information; private cryptocurrency keys; and wallet seed phrases. Information revealing highly sensitive personal characteristics or confidential authentication secrets must not be submitted through general content features.

Ordinary contact and registration details reasonably required for an account are different from prohibited sensitive uploads. Payment information belongs only in the designated payment flow. A permitted user-supplied LLM key belongs only in the approved credential-connection flow described in Section 9, not a file, prompt, or general message.

Non-sensitive media and brand materials may be used in supported features where you possess the rights. Voice cloning, biometric derivation, or an identifiable avatar requires a specifically enabled flow with any required person-specific authorization, disclosures, and retention terms. General acceptance of these Terms is not a substitute for those requirements. If that flow is unavailable, do not submit the material for that use.

If sensitive information is submitted inadvertently, contact us promptly at the email address in Appendix A with the relevant account and file identifier, without sending another copy. We may restrict processing and arrange appropriate handling or deletion. A prohibited upload does not make your information unprotected by law, and we do not promise to identify every sensitive item automatically.

7. Acceptable use and prohibited activity

You must not use the Services, Customer Content, an agent, or an integration to engage in, instruct, enable, or conceal the following:

7.1 Unlawful commerce or deception.

Fraud, scams, identity theft, money laundering, sanctions evasion, unlawful financial activity, deceptive endorsements, false authority, or illegal transactions involving drugs, weapons, stolen property, or other restricted goods or services.

7.2 System abuse.

Unauthorized access, malware, destructive code, credential theft, denial-of-service attacks, exploitation of security weaknesses, removal of controls, or interference with another user's service. Security research requires advance written authorization and compliance with its scope.

7.3 Data or resource abuse.

Unauthorized scraping, extraction, surveillance, cross-account access, evasion of quotas or billing, circumvention of rate limits, abusive workloads, unauthorized credential sharing, or manipulation of rewards, referrals, matches, usage records, payments, or compute results. Authorized SDK, API, and agent use within permission is allowed.

7.4 Rights violations.

Infringement or misappropriation of copyright, trademark, patent, trade-secret, contractual, privacy, publicity, or other rights; unauthorized recording, impersonation, voice cloning, likeness simulation, or fabricated endorsement; or disclosure of information you lack authority to share.

7.5 Abuse and exploitation.

Child sexual abuse material or exploitation, grooming, nonconsensual intimate content including synthetic depictions, trafficking, extortion, stalking, doxxing, threats, unlawful harassment, or facilitation of violence or terrorism.

7.6 Unlawful discrimination and communications.

Unlawful discriminatory decisions or targeting, unlawful surveillance, unsolicited bulk messaging, deceptive commercial communications, or contacting people without the authority and consents required for the channel and purpose.

7.7 Unsafe or unauthorized regulated uses.

Emergency response, safety-critical control, or regulated medical, financial, legal, employment-screening, credit, housing, or similar uses without the necessary lawful basis, professional supervision, and an expressly supported service arrangement. A networking or candidate-introduction feature is not permission to use AI as an unreviewed final eligibility decision or as a consumer report.

7.8 Unauthorized exploitation of XAPPX.

Selling access without authorization, representing that you can bind or speak for XAPPX, removing required notices, reverse engineering except where law permits notwithstanding this restriction, or misleading others about affiliation, service capabilities, or AI-generated content.

We may investigate credible concerns, preserve legally necessary evidence, restrict access, remove or disable material, and cooperate with valid legal processes. We may terminate repeat infringers in appropriate circumstances. We do not undertake to monitor every file or prevent every misuse. Send reports to the email address in Appendix A and identify whether the concern involves support, copyright, privacy, security, or abuse.

8. AI, agent permissions, and consequential actions

8.1 AI is not a verified professional or human representative.

AI agents, chats, summaries, recommendations, scores, and other outputs can be wrong, incomplete, outdated, biased, or misleading. Source references may be inaccurate. Verify important facts and suitability before relying on, publishing, or acting on an output. The Services are not an emergency resource or a substitute for qualified professional judgment.

8.2 Enabled tools.

Depending on configuration and authorization, agents may read, generate, edit, organize, move, or delete recoverable files; query data; operate browsers and connected applications; send communications; schedule or repeat tasks; run code or processes; use external APIs; delegate tasks; process media; and initiate supported transactions. No particular tool is promised merely because it exists in an underlying framework.

8.3 Scope of authority.

You are responsible for the instructions, tools, accounts, recipients, schedules, data permissions, and budgets you authorize. Permission to read does not itself authorize publication, spending, modification, external messaging, or disclosure to a different counterparty. Networking or matching opt-in is distinct from consent to share contact information or make a payment. Configure each enabled authority and supervise uses that could affect legal, financial, safety, privacy, or business interests.

8.4 Automation risks.

Untrusted content can manipulate an agent; an agent can misinterpret instructions, repeat actions, send incorrect communications, disclose information, execute faulty code, or incur unexpected charges. Delegated tools and third-party systems introduce additional risks. We do not guarantee that filtering, sandboxing, match logic, reversal, or approval controls will prevent every error. Do not grant more access than necessary.

8.5 Revocation and review.

Withdraw authorization through the available controls and revoke affected access at connected providers. Scheduled tasks may continue until disabled; already submitted communications, blockchain transactions, or external actions may not be reversible. Account closure stops new XAPPX-initiated tasks as provided in Section 17. We may pause risky activity, but this does not replace your supervision or our applicable legal obligations.

8.6 No outcome or representation guarantee.

An AI agent speaking "on behalf of" a stakeholder identifies the configured role; it does not prove identity, credentials, factual accuracy, or legal authority. You remain responsible for verifying a counterparty and approving any resulting contract. The Services do not guarantee a job, date, introduction, restaurant reservation, commercial relationship, compute workload, savings, or earnings. Demonstration figures and hypothetical payment flows are not promises of performance.

9. Connected providers, LLM API keys, and usage costs

9.1 Separate accounts.

When you connect a model, messaging platform, storage system, wallet, or other third-party service, you must be authorized to use the account and comply with its terms. The provider may charge you directly and process information under its applicable account terms and privacy practices. XAPPX's contracted suppliers remain subject to our applicable obligations; user-selected independent services are not thereby XAPPX's agents or guarantors.

9.2 Key authorization.

If a designated credential-connection feature is available, you authorize XAPPX to use the supplied key or token only to execute permitted Services and instructions. Use scoped credentials, provider limits, and available safeguards. Do not supply a seed phrase, private wallet key, or general account password through this feature. Never put LLM keys in ordinary chat, uploaded documents, or general support messages.

9.3 Charge allocation.

Your model-provider account is responsible for provider charges under its terms. Separate XAPPX service charges or points charges apply only as disclosed and authorized. Partner charges must be separately identified. Model-processing tokens, XAPPX Points, and cryptocurrency are different units. A key supplied by you does not make XAPPX services free, and an XAPPX payment does not automatically pay your provider bill.

9.4 Metering and controls.

Long responses, retries, tools, transcription, background work, and repeated or delegated tasks may consume resources. Review usage and set provider-side budgets or limits. Estimates are not guarantees unless expressly stated in an accepted order. We do not guarantee independent providers' prices, billing calculations, availability, or output. Raise disputed XAPPX charges with us and provider charges with that provider; preserve any applicable payment-dispute rights.

9.5 Disconnection.

Removing a key from XAPPX does not necessarily revoke a credential already issued by a provider. Revoke or rotate it at the provider when necessary. You bear costs of authorized usage and your own misuse, but these provisions do not shift responsibility for legally non-excludable liability arising from XAPPX's own mishandling, unauthorized use, or breach.

10. Fees, subscriptions, and refunds

The applicable order or checkout must identify the services purchased, price or usage formula, billing interval, applicable taxes, and material limits before authorization. You agree to pay authorized charges and taxes other than taxes on XAPPX's income. Business invoicing terms apply only as stated in the accepted order. We may suspend unpaid paid features after any required notice; suspension does not eliminate lawful payment-dispute or privacy rights.

A subscription renews automatically only when its renewal terms are conspicuously disclosed and you provide the required informed consent. The purchasing flow and confirmation must state how to cancel. Cancellation of renewal stops future renewal charges according to the disclosed terms; it is not necessarily the same action as immediately closing the account. Deleting an application alone may not cancel a separately managed provider subscription.

To cancel renewal, use the cancellation email in Appendix A or email its designated address from your account email with "Cancel Subscription" in the subject and a statement that you wish to cancel. No particular wording is required. We will treat a reasonably identifiable cancellation as effective when received, stop further renewal charges, and send confirmation without requiring a retention conversation or additional unnecessary steps. An immediately accessible, preformatted cancellation email must be included in the applicable online purchase and renewal notices where required. Unless you request immediate account closure, access continues through the paid term. Earned service fees, consumed usage, and partial subscription periods are nonrefundable except where the accepted order or applicable law provides otherwise. We will correct erroneous or duplicate charges and provide any refund required by law, including applicable remedies if we discontinue a prepaid service without customer breach. Material price or renewal changes require the notice, consent, and cancellation rights required by law. This section does not authorize an undisclosed higher charge or cancellation fee.

11. XAPPX Points and partner programs

XAPPX Points may measure or purchase enabled service usage under the applicable program. Partner points, including Angel Points where enabled, are subject to the identified program's rules and supported integration. These Terms do not make every outside loyalty program compatible.

XAPPX Points are service-use credits, not a deposit, investment, ownership interest, or general-purpose currency. Unit pricing and covered usage must be disclosed before purchase or consumption. Unless different lawful terms are expressly disclosed and accepted before purchase, purchased XAPPX Points do not expire while the account remains active, are nontransferable, and are not redeemable for cash or cryptocurrency. Purchased points and consumed usage are nonrefundable except as required by law or an accepted order. Promotional credits may expire only under terms disclosed when offered. At account closure, unused credits cease to be usable; any remaining refund or redemption right follows the accepted purchase terms and mandatory law. Incorrect or duplicate debits will be corrected. Failed tasks are charged only to the extent the disclosed rule permits charging for resources actually consumed; a pre-execution failure that consumed no billable resources will not incur a usage charge. External partner programs retain their own disclosed terms. No guaranteed exchange rate, token appreciation, or automatic conversion into a cryptocurrency is created by these Terms.

Copies of applicable purchase, cancellation, refund, XAPPX Points and partner-program terms may be requested through Appendix A. Material price and program conditions must still be presented before purchase; the directory is not a substitute for required transaction disclosures.

12. Cryptocurrency payments and future user payouts

12.1 Accepted payments.

Crypto payments are available only for the assets, networks, and payment instructions displayed in an authorized payment flow. Prior examples mentioning a particular asset do not establish current acceptance of all assets or chains. Verify the recipient, asset, network, amount, quoted rate, and any quote-expiry time before authorizing a transfer.

12.2 Transaction risk.

Network fees, volatility, confirmation delays, congestion, failed transactions, incorrect networks or addresses, and irreversible transfers may affect a payment. A reference to dollar value or a stablecoin is not a guarantee of redemption value, peg stability, issuer solvency, or immediate settlement. Responsibility for XAPPX errors remains subject to applicable law. No one from XAPPX should require you to upload a seed phrase as ordinary service content.

12.3 Wallets and refunds.

Custody, signing authority, recipient control, supported networks, required confirmations, and any processor relationship must be identified in the applicable payment disclosure before a transfer. XAPPX does not obtain authority over unrelated assets merely because you pay for a Service. Unless a different lawful refund basis was disclosed and accepted before payment, a refund we owe is limited to the U.S.-dollar value of the refundable amount actually received, rather than any later appreciation of an asset. The original payment method will be used where supported and lawful; otherwise, we will agree on a lawful alternative. Any network-fee allocation must have been disclosed and must comply with law. No deduction overrides a mandatory full-refund right. Do not assume an on-chain transaction can be reversed or that a mistaken transfer is recoverable.

12.4 No investment promise.

These Terms offer technology services, not a promise of investment return, profit, token appreciation, or financial advice. You are responsible for assessing suitability of a payment method and your own tax and reporting obligations. Nothing in these Terms asserts a regulatory license, exemption, custodial status, or insurance that has not been independently established.

12.5 Future payments to users.

User crypto payouts are not a currently guaranteed benefit under these Terms. A later program requires actual availability, separate commercial terms, eligibility and verification as applicable, authorized payment instructions, and appropriate tax and regulatory treatment. A simulated match, introduction, referral, or compute result does not itself create a payment entitlement.

Payment-method, network, provider and refund information may be requested through Appendix A. Use only the authorized payment flow and its current instructions; an informational email does not itself authorize a transfer.

13. Privacy, service access, and suppliers

We process personal information as described in the Privacy Policy and applicable data-processing agreements. These Terms do not authorize undisclosed sale, targeted advertising, recording, or unrelated model training. A partner's provisioning decision is not another person's consent to optional uses.

XAPPX and authorized service personnel or suppliers may process or access information as reasonably necessary to provide the service, fulfill instructions, troubleshoot, administer accounts, maintain security, address abuse, or comply with law, subject to applicable access controls and obligations. A Vault is not a promise of absolute secrecy from all operators or suppliers. Decentralized storage does not alone establish that data is anonymous, unreadable, confined to one country, or never sent to an AI provider.

We will use reasonable safeguards appropriate to the information and comply with applicable non-waivable duties, including required incident notices. No system is completely secure. We do not warrant uninterrupted access, perfect confidentiality, or recovery of every lost item. Customer security and backup responsibilities are in Section 3. Supplier failure does not eliminate duties the law or an applicable signed agreement imposes on XAPPX.

14. Third-party dealings and additional programs

Evaluate third-party offers, suppliers, employers, professionals, content, and applications independently. A match score, logo, listing, or AI introduction is not an endorsement, a background check, proof of licensing, or a guarantee of availability. Unless an accepted agreement expressly identifies XAPPX as the supplier for a transaction, its commercial obligations are between you and the identified counterparty.

Account access does not grant permission to sell, publish, license, or reveal another person's information. Data access and commercial matching must remain within the authorized purpose and applicable rights. A future audience-data program will require its own lawful data rights and notices before use; these Terms do not provide blanket advance permission for unknown datasets or counterparties.

To the fullest lawful extent, XAPPX is not responsible for an independent counterparty's conduct, performance, promises, or payment failure. This does not exclude liability the law imposes on XAPPX for its own role or conduct.

15. XAPPX technology and intellectual property

Except for Customer Content and rights expressly granted, XAPPX and its licensors retain all rights in service software, APIs, SDKs, interfaces, designs, documentation, configurations, and proprietary technology. Do not remove proprietary notices or use our branding to suggest endorsement. No implied license is granted. A partner may use agreed branding only within its authorized program.

Do not extract, redistribute, or exploit restricted service content or software except as permitted by the applicable license, documentation, signed agreement, or non-waivable law. Lawfully authorized interoperability and open-source rights are not restricted beyond what the applicable law or license permits.

16. Copyright and other rights complaints

Send copyright complaints to the email address in Appendix A with "Copyright Notice" in the subject. XAPPX Inc. will route the notice to the personnel responsible for rights complaints. This email is the service complaint channel; it does not represent that a registered statutory copyright-agent designation or all safe-harbor prerequisites have been completed.

A copyright notice should identify the protected work and the challenged material and its service location; provide the claimant's contact details and signature; state a good-faith belief that the challenged use lacks authorization from the rights holder, its agent, or law; and confirm accuracy and the claimant's authority under penalty of perjury.

Where the statutory notice-and-counter-notice procedure applies, a person challenging removal must provide a signature, identify the removed material and its former location, give the required sworn good-faith statement, supply the identifying and contact information required by 17 U.S.C. Section 512(g)(3), and consent to the applicable federal court jurisdiction and service requirements. Use Appendix A to request the applicable submission requirements. We may forward legally required complaint information to the affected party. Reinstatement follows applicable legal procedures and deadlines, subject to notice of a filed court action. Knowingly false material statements may have legal consequences.

For nonconsensual intimate imagery or synthetic intimate depictions, use the email address in Appendix A with "Urgent Intimate-Image Removal" in the subject. Identify the content and explain the lack of consent without re-uploading the imagery. We will apply any legally required notice-and-removal process and deadlines to valid requests, including requirements relating to known identical copies where applicable. A copyright complaint is not a prerequisite to such a request. Other privacy, impersonation, abuse, or security concerns may be sent to the same email.

We address valid notices and repeat infringement as required for our applicable role. This section does not represent that statutory safe-harbor protection has already been secured. Other privacy, impersonation, or safety complaints should use the relevant contact rather than misstate copyright ownership.

17. Suspension, closure, export, and deletion

17.1 Restriction or termination.

We may restrict or suspend access when reasonably necessary for security, suspected material misuse, legal requirements, loss of eligibility, material breach, or nonpayment. Immediate action may be taken where notice would create risk or be prohibited. For nonurgent commercial discontinuation or remediable matters, we will provide notice and opportunities required by law or the applicable order. To request account closure, use the email address in Appendix A with "Close Account" in the subject and identify the account. We may reasonably verify authority before deleting content or disabling a managed account. Verification must not be used to obstruct a lawful cancellation or privacy request.

17.2 Effect of closure.

When closure becomes effective, account access and new XAPPX-initiated tasks under that account stop. Previously transmitted third-party instructions or irreversible transactions may still complete. Revoke connected-provider credentials and independently cancel third-party services where necessary. Export permitted content before closure using available tools; no continuing access, special export format, or backup recovery is promised beyond the agreement or law.

17.3 Six-month deletion ceiling.

We delete Customer Content and associated personal information under our control that is attributable solely to the closed account within six months after effective closure, except for narrowly justified retention described below. This includes applicable derived text, transcripts, search indexes, and embeddings. We direct contracted providers to handle controllable copies accordingly. Six months is an ordinary closure ceiling, not a minimum waiting period and not a substitute for a shorter statutory deadline.

17.4 Necessary exceptions.

We may retain limited records required or reasonably necessary for applicable legal obligations, accounting, security and fraud prevention, resolving disputes, or a valid preservation hold, only for the justified period and with restricted use. Backup deletion must follow the applicable schedule and this ceiling unless a lawful exception applies. Public blockchain records or copies independently retained by authorized external recipients may not be erasable by XAPPX; that limitation does not excuse deleting controllable copies or giving required provider instructions.

17.5 Other rights.

A privacy request may be made before or after closure, and applicable rights and shorter response deadlines remain intact. Closing a partner or employee account does not require deletion of content belonging to another account holder or organization without proper authority. Accrued lawful charges, restricted retention licenses, confidentiality duties, dispute terms, and provisions intended by their nature to survive remain effective as applicable.

18. As-is services and warranty disclaimers

To the maximum extent permitted by applicable law, and except for express warranties in a controlling signed agreement, the Services and all related APIs, SDKs, software, models, outputs, agents, integrations, information, and beta features are provided "as is," "as available," and "with all faults."

XAPPX disclaims express, implied, and statutory warranties to the extent lawfully disclaimable, including merchantability, fitness for a particular purpose, title, non-infringement, accuracy, and warranties arising from trade usage or a course of dealing or performance.

We do not warrant uninterrupted or error-free operation, compliance with your particular requirements, absence of harmful code, perfect security, recovery of lost data or credentials, accuracy of matches or outputs, compatibility with every provider, or any commercial result. No demonstration, estimate, roadmap, informal advice, or AI statement creates an additional warranty. You use outputs and authorize actions at your own informed risk, subject to the express commitments and non-waivable protections preserved here.

These disclaimers do not cancel an express promise in the agreement, excuse compliance with mandatory law, or remove a warranty that applicable law does not permit us to disclaim.

19. Limitation of liability

19.1 Excluded loss.

To the maximum extent permitted by law, XAPPX and its affiliates, parent, officers, directors, employees, contractors, licensors, and service providers ("Protected Parties") will not be liable under this agreement for indirect, incidental, special, consequential, exemplary, or punitive damages, or loss of profits, revenue, business opportunities, goodwill, anticipated savings, or data, or business interruption, arising from the Services, even if advised that such loss was possible. This applies across contract, tort, and other theories to the extent lawful.

19.2 Aggregate cap.

To the maximum extent permitted by law, the Protected Parties' combined aggregate liability arising out of or relating to the Services or these Terms will not exceed the greater of (A) US $100 or (B) the service fees paid to XAPPX by or on your behalf for the affected service during the 12 months before the event first giving rise to liability.

Related events are treated as one event for this calculation. Amounts paid to independent providers and transfers made to other users are not XAPPX service fees. Multiple claims do not multiply this cap.

19.3 Mandatory exceptions.

Nothing in these Terms excludes or limits fraud, fraudulent misrepresentation, willful misconduct, gross negligence, or other liability to the extent exclusion or limitation is prohibited by applicable law. Non-waivable statutory remedies, privacy and security rights, and any rights concerning injury or property loss that cannot lawfully be limited remain available. The agreement does not transfer a Protected Party's legally non-excludable responsibility to you through another clause.

19.4 Basis of allocation.

The limitations apply only as law permits, including where a remedy fails of its essential purpose. They are part of the agreed allocation of service risk, not a representation that the Services are exempt from consumer, privacy, security, or other law. Protected Parties may enforce this section only for claims arising from their role in providing the Services; it does not govern unrelated direct contracts with them.

20. Customer indemnification

20.1 Business customers and partners.

To the fullest lawful extent, a business customer or partner will defend, indemnify, and hold the Protected Parties harmless from third-party claims and resulting damages, settlements, penalties where lawfully indemnifiable, and reasonable defense costs, including attorneys' fees, to the extent arising from its Customer Content; insufficient rights to contacts, brands, voices or likenesses; unlawful or infringing instructions or outputs it publishes or deploys; its authorized users or customer-controlled integrations; or its material breach of these Terms or applicable law. Liability is allocated to the extent the matter arises from the indemnifying party's conduct or responsibilities.

20.2 Individual consumers.

To the extent permitted by applicable consumer law, an individual consumer will indemnify the Protected Parties for third-party claims and reasonable resulting losses caused by that consumer's unlawful or infringing content, intentional misuse, knowing violation of another person's rights, or material breach of these Terms. A consumer is not required to fund an open-ended defense merely for ordinary authorized service use, or to indemnify a Protected Party for its own non-excludable misconduct or duties.

20.3 Process and limits.

We will give reasonably prompt notice, with late notice reducing the obligation only to the extent of actual material prejudice. An obligated business indemnitor may control the defense using reasonably acceptable counsel; the protected party may participate at its own expense except where an actual conflict reasonably requires separate counsel. We may assume the defense if the indemnitor fails to do so, subject to reasonable recoverable costs. No settlement may admit fault of, impose nonmonetary duties on, or leave an unreleased claim against a Protected Party without its prior written consent, not unreasonably withheld. Reasonable cooperation is at the responsible indemnitor's expense. No indemnity covers liability the law forbids shifting or losses attributable to a Protected Party's own fraud, willful misconduct, gross negligence, or other non-excludable responsibility.

21. Disputes, individual arbitration, and opt-out

21.1 Initial notice.

Either party may send the other a written dispute notice describing the account, issue, facts, and requested relief. Send yours to the email address in Appendix A; we will use your account email. The parties will attempt good-faith informal resolution for 30 days after receipt. This is not a bar to urgent relief, a regulator complaint, small claims, or a filing needed to preserve rights. Applicable limitation periods are tolled during a mutually undertaken informal process to the extent permitted by law.

21.2 Arbitration agreement.

Except for the exclusions below and a timely opt-out, disputes between you and XAPPX arising from the Services or these Terms will be resolved by one neutral arbitrator administered by the American Arbitration Association (AAA). Its Consumer Arbitration Rules and consumer safeguards apply to covered consumer disputes; its Commercial Arbitration Rules apply to genuine business disputes that are not consumer matters. Applicable AAA mass-arbitration procedures apply where relevant; this clause adds no special batching delay. The Federal Arbitration Act governs the arbitration agreement.

21.3 Preserved matters.

Either party may use an eligible small-claims court while the matter remains there, seek temporary judicial relief to preserve the status quo, and communicate or cooperate with government agencies. A claim or remedy that cannot lawfully be subjected to pre-dispute arbitration or waiver, including public injunctive relief where applicable, remains available in court. A court, rather than the arbitrator, decides formation and enforceability of this arbitration agreement and its class waiver.

21.4 Individual proceedings.

You and XAPPX agree to individual, not class or representative, arbitration to the extent permitted by law. Arbitration generally replaces a court trial and jury for covered disputes.

The arbitrator may award all relief available for an individual claim under applicable law. There is no agreement to class arbitration. Non-waivable collective or representative remedies are preserved; if a restriction cannot lawfully apply to a particular claim, that claim may proceed in an appropriate court rather than invalidating all other lawful provisions.

21.5 Location, fees, and award.

Consumer proceedings will be conducted remotely, on documents, or in a location reasonably convenient to the consumer as AAA rules and law require. Business hearings may be held in Las Vegas, Nevada, unless the parties or applicable rules provide otherwise. Consumer costs are governed by AAA consumer safeguards and law, not an equal split of arbitrator fees; XAPPX pays the business-assigned costs. Fee waivers, mandatory fee-shifting, and statutory remedies remain available. The arbitrator must give a reasoned award. Judgment may be entered by a court with jurisdiction. Use Appendix A to request copies of the applicable AAA rules and filing instructions without charge. You may also obtain them directly from AAA. Commencing an arbitration requires filing with the administering body; emailing XAPPX alone does not commence that proceeding.

21.6 Opt-out.

You may reject Section 21's arbitration agreement and associated class waiver by emailing the address in Appendix A within 30 days of first accepting it, subject "Arbitration Opt-Out." Include your name, account email, and a clear statement that you opt out. This does not affect access to the Services or the rest of the Terms. We will not retroactively apply a material dispute-clause amendment to a dispute of which we already have notice; a newly added arbitration agreement requires appropriate assent and an opt-out opportunity.

21.7 Unavailable forum.

If AAA cannot administer a case, the parties may agree on another appropriate administrator. If they cannot, either may proceed in court under Section 22. If AAA declines because XAPPX fails to comply with its requirements, the consumer may proceed in court without being forced into a replacement administrator. This agreement does not shorten an otherwise applicable statutory claim period.

22. Governing law and court proceedings

Nevada law governs these Terms, without applying conflict-of-law rules that displace the mandatory protections of another applicable jurisdiction. Federal law governs where required. Subject to Section 21 and any non-waivable venue rights, courts of competent jurisdiction in Clark County, Nevada, and the United States District Court for the District of Nevada have jurisdiction over permitted court proceedings. Consumer small-claims, mandatory local venues, and non-waivable remedies are not displaced. No separate blanket court jury waiver is imposed by this section.

23. General provisions and changes

23.1 Notices and electronic records.

We may deliver operational notices electronically through the Service or account email and provide electronic copies of agreed terms. Keep your contact information current. Any legally required consent to electronic delivery must be obtained separately where necessary. Marketing choices do not prevent essential account, security, or legal notices.

23.2 Changes.

We may update these Terms for legal, operational, or service reasons. Material changes require reasonable advance notice where practicable and any fresh assent required by law. Urgent security or legal changes may take effect sooner with appropriate notice. New terms are not retroactive authorization for undisclosed personal-information use or a unilateral alteration of accrued claims.

23.3 Assignment and independent parties.

You may not transfer the agreement or restricted access without written authorization, except as a controlling agreement or law permits. XAPPX may assign it with a lawful business transfer, subject to applicable notice and privacy obligations. No partnership, employment, fiduciary, or agency relationship is created between you and XAPPX merely by using the Services. A configured AI agent's authority comes from specific permitted instructions, not unlimited authority under this clause.

23.4 Force majeure.

Neither party is responsible for delay caused by events reasonably beyond its control, to the extent law permits, but this does not excuse accrued payment obligations, required safeguards, or other non-waivable duties. Affected performance should resume as reasonably practicable; applicable termination and refund rights remain intact.

23.5 Construction and severability.

Failure to enforce a right is not a waiver. If a provision is unenforceable, the remaining lawful provisions continue, subject to Section 21's specific treatment. The agreement includes the documents identified in Section 1, not an AI's informal response or an unapproved sales statement. Protected Parties are intended beneficiaries of lawful protections expressly granted to them; otherwise no third-party beneficiary rights are created. A controlling signed agreement is not silently superseded.

24. Contact and notices

Appendix A — Contact & Resources provides the designated email address and request-routing information for legal, privacy, support, billing, security, copyright and account matters. Suggested subjects help routing but are not mandatory wording for a valid request.

Include enough information to identify your account or matter. Do not include raw API keys, passwords, seed phrases, prohibited sensitive documents or unnecessary third-party information. The directory does not override any legally required method of service of legal process or other non-waivable procedure.

Appendix A — Contact & Resources

Use this email address for all service inquiries, notices, privacy choices and resource requests. The subjects below are suggestions only; a valid request does not require special wording.

Ready-to-send cancellation email

Message: Please cancel automatic renewal of all XAPPX subscriptions associated with this sending account email address, effective when received, and confirm by email.

What to include

Describe the request and identify the account or relevant item if it cannot be identified from your email. For an appeal, identify the original request. For arbitration opt-out, follow the 30-day period and content requirements in Section 21. Do not send passwords, API secrets, seed phrases or unnecessary sensitive content.

Available resources

Request copies of the Terms, Privacy Policy, applicable purchase or points-program terms, payment disclosures, provider and processing information, voice/avatar disclosures, tracking information, and applicable AAA rules and filing instructions. Resource requests do not replace disclosures required before purchase or processing, and do not delay the exercise of a legal right.