XFactorAi — Terms & Conditions

Last updated: September 2025

1. Introduction
Welcome to XFACTORAI INC (Vanuatu) (“XFactorAi,” “we,” “us”). These Terms & Conditions (“Terms”) govern your use of the XFactorAi platform, services, software, applications, and related websites (the “Services”).

By accessing or using the Services, you agree to be bound by:
• These Terms, and
• Our Privacy Policy (incorporated by reference).
If you do not agree, you must not use the Services.

We may update these Terms from time to time:
• Material changes → we will provide notice (e.g., through the Services or by email).
• Minor changes → will take effect immediately when posted online.
Continued use of the Services after changes are posted means you accept the updated Terms.

2. Eligibility & Accounts
1. Age requirement — You must be at least 18 years old (or the age of majority in your jurisdiction) to use the Services. The Services are not intended for children or minors. Submission of data relating to children is prohibited, and if you do so, you are solely responsible for all legal consequences.
2. Account registration — Some features may require creating an account. You must provide accurate and complete information and keep it updated.
3. Account security — You are responsible for maintaining the confidentiality of your login credentials and for all activity under your account.
4. Authority — If you use the Services on behalf of a company or other entity, you represent and warrant that you have the authority to bind that entity to these Terms.

You may not use outputs in regulated contexts (e.g., contracts, finance, employment, medical, compliance filings). If you do so, you accept full responsibility and liability. XFactorAi disclaims all responsibility for such use.

3. Use of Services
1. Permitted use — You may use the Services only in accordance with these Terms, our Privacy Policy, and all applicable laws and regulations.
2. Prohibited use — You may not:
o Break or violate any applicable law (including data protection, privacy, intellectual property, recording, or wiretap laws).
o Submit or process content you do not have the rights or consent to use.
o Attempt to reverse engineer, copy, resell, or exploit the Services.
o Interfere with the security, availability, or integrity of the Services.
3. Compliance reminder — Because our Services are available worldwide, you are responsible for ensuring your own compliance with the laws of your jurisdiction, including but not limited to:
o GDPR (EU/UK residents)
o CCPA/CPRA (California residents)
o Local privacy, recording, or communication laws
4. Outputs — The Services may generate AI-produced outputs (including text, analyses, rewrites, or negotiation suggestions). These outputs:
o Are provided for informational purposes only.
o Must not be used as legal, financial, medical, or other professional advice.
o Must be independently verified by you before use.
o Are your responsibility — you are solely accountable for your actions or decisions based on outputs.
If you upload third-party personal data without valid consent or lawful basis, you are solely liable for any resulting claims, fines, or penalties. XFactorAi disclaims all responsibility.

4. Data & Content
1. Your content — You may submit emails, documents, recordings, messages, or other materials (“User Content”) into the Services. You retain all ownership of your User Content.
2. Your responsibility — By submitting User Content, you confirm that:
o You have the legal right and authority to use and share it.
o You have obtained any required consent from third parties.
o Your use complies with applicable laws, including GDPR, CCPA/CPRA, and recording/communication laws.
3. License to operate — You grant XFactorAi a limited license to process your User Content solely to provide the Services to you. We do not sell, repurpose, or share your User Content for advertising or unrelated purposes.
4. Controller vs. Processor — You (or your organization) are the Data Controller. XFactorAi is the Data Processor, acting strictly on your instructions.

5. Consent & Compliance
1. Your responsibility for legality — You are solely responsible for ensuring that your use of the Services complies with all applicable laws.
2. Third-party content — If you upload or process content involving another person, you confirm you have obtained valid consent or have another lawful basis to do so.
3. No unlawful interception — You may not use the Services to intercept or record communications in violation of applicable law.
4. Check your laws — Because our Services are available worldwide, you must determine what your local law requires. If you are unsure, you should seek independent legal advice before using the Services.ChatGPT said:

We may send anonymized or hashed telemetry data to third-party systems you configure (e.g., Salesforce, Slack, Zapier) via signed webhooks. These integrations are fully under your control.
Section 2 — Privacy, Intellectual Property, Outputs, Third-Party Services, Payments

6. Privacy & Data Protection
1. Processor role — XFACTORAI INC acts solely as a Data Processor of User Content. You (or your organization) remain the Data Controller. We process User Content only on your documented instructions.
2. Default deletion — By default, User Content is deleted at the end of each session unless retention is required by law (e.g., fraud monitoring, audit purposes).
3. User-controlled retention — If you enable thread history or storage, XFactorAi will retain User Content only at your request, and until you delete it or close your account. You remain fully responsible for the legality of retaining such data.
4. Deletion & anonymization — You may delete stored User Content at any time. If deletion is not immediately possible (e.g., due to technical or legal constraints), we will anonymize data where feasible to remove personal identifiers.
5. Operational logs — We may retain limited non-content metadata (such as timestamps, request size, and status codes) for security, auditing, and performance monitoring.
6. Sub-processors — We may use trusted sub-processors (such as OpenAI API providers, cloud hosting services, or analytics vendors). All sub-processors must maintain strong privacy and security standards.
7. Cross-border transfers — If you use the Services from outside Vanuatu, your data may be processed in other countries, including the U.S. Where required, safeguards such as Standard Contractual Clauses (SCCs) or equivalent mechanisms will apply.
8. Privacy rights — Depending on your location, you may have rights under GDPR, UK GDPR, or CCPA/CPRA, including:
o Access to your personal data
o Correction of inaccurate data
o Deletion (“right to be forgotten”)
o Restriction of processing in certain cases
o Data portability
o Right to object to certain processing
o Right to withdraw consent where applicable
To exercise these rights, contact us at: compliance@xfactorai.com

7. Intellectual Property
1. Our IP — All rights in and to the Services, including software, modules, designs, algorithms, features, and branding, belong to XFACTORAI INC (Vanuatu) and its licensors.
2. Your IP — You retain ownership of all User Content you provide.
3. Limited license — You grant us a limited, revocable, non-exclusive license to process your User Content solely to provide the Services to you.
4. Restrictions — You may not copy, modify, reverse engineer, or create derivative works of the Services, nor use our trademarks or logos without prior written permission.
5. Feedback — If you provide suggestions, improvements, or feedback, you grant us a worldwide, royalty-free license to use them to improve the Services, without obligation to you.

8. Output Disclaimer
1. AI-generated outputs — The Services may generate outputs (including text, analyses, rewrites, or negotiation suggestions) using artificial intelligence. These outputs may not always be accurate, complete, or up to date.
2. Informational use only — Outputs are provided for informational purposes only and do not constitute legal, financial, medical, or professional advice.
3. Restricted reliance — You may not use outputs in regulated contexts (including legal, financial, or healthcare decisions).
4. Your responsibility — You are solely responsible for evaluating, verifying, and deciding how to use outputs.
5. No guarantees — We make no warranties that outputs will be reliable, accurate, error-free, or suitable for any particular purpose.

9. Third-Party Services
1. Integrations — The Services may rely on or integrate with third-party platforms (such as OpenAI APIs, cloud hosting providers, Gmail, or Outlook).
2. Independent terms — Third-party services are governed by their own terms and privacy policies. XFactorAi is not responsible for third-party practices.
3. Your authorization — By enabling an integration, you authorize us to access and process your data as needed to connect with that service.
4. No endorsement — Inclusion of a third-party integration does not imply endorsement, guarantee, or responsibility for that provider.

10. Payment & Subscription
1. Fees — Certain features may require payment of fees. Pricing is communicated at the time of purchase or subscription and is expressed in U.S. Dollars (USD).
2. Billing — You authorize us (and our payment processors) to charge your selected payment method on a recurring basis, where applicable.
3. Renewals — Subscriptions automatically renew at the end of each billing period unless you cancel through your account settings.
4. Cancellations — You may cancel at any time. Fees already paid are non-refundable except where required by law.
Your obligation includes covering any fines, penalties, or enforcement actions imposed by regulators due to your use of the Services.
5. Taxes — You are responsible for paying any applicable taxes, duties, or charges arising from your subscription.
Our total liability for any claim related to the Services will not exceed the amount you paid to us in the 12 months before the claim arose. In no event shall we be liable for regulatory fines, penalties, or damages arising from your unlawful use of the Services.
6. Resellers — If you purchase through an authorized reseller, their billing terms may apply in addition to ours.

Section 3 — Liability, Indemnification, Termination, Governing Law

11. Limitation of Liability
1. As-is service — The Services are provided “as is” and “as available,” without warranties of any kind.
2. Exclusions — To the maximum extent permitted by law, we disclaim all warranties, including merchantability, fitness for a particular purpose, accuracy, and non-infringement.
3. No liability for certain damages — XFACTORAI INC (Vanuatu), its officers, employees, and affiliates will not be liable for any:
o Indirect, incidental, or consequential damages;
o Loss of profits, revenues, or data;
o Business interruption, reputational harm, or opportunity loss;
Your obligation includes covering any fines, penalties, or enforcement actions imposed by regulators due to your use of the Services.
o Errors, omissions, or delays in outputs or Services.
— even if we were advised of the possibility of such damages.
4. Cap on liability — Our total liability for any claim related to the Services will not exceed the amount you paid to us in the 12 months before the claim arose.
5. Mandatory rights preserved — Some jurisdictions do not allow limitations on liability. In such cases, our liability is limited to the maximum extent permitted by law.
6. User responsibility — You are solely responsible for verifying outputs, securing your data, and ensuring lawful use. We are not liable for harm resulting from your use, misuse, or reliance on the Services or outputs.

12. Indemnification
1. Your obligation — You agree to indemnify, defend, and hold harmless XFACTORAI INC (Vanuatu), its officers, employees, and affiliates from any claims, damages, liabilities, costs, or expenses (including reasonable legal fees) arising out of or related to:
o Your use of the Services;
o Your User Content (including claims it violates others’ rights or the law);
o Your violation of these Terms;
o Your violation of any applicable law.
2. Our right to defend — We may, at our expense, assume exclusive defense and control of any matter subject to indemnification. You agree to cooperate with us in good faith.

13. Termination & Suspension
1. Our rights — We may suspend or terminate your access to the Services at any time, with or without cause, and without prior notice. This includes, but is not limited to, if we reasonably believe you:
o Violated these Terms;
o Misused the Services; or
o Engaged in unlawful or harmful activity.
2. Your rights — You may stop using the Services at any time. If you cancel a subscription, you remain responsible for all fees incurred before cancellation.
3. Effect of termination — Upon termination, your right to use the Services ends immediately. Provisions relating to intellectual property, liability, indemnification, dispute resolution, and governing law will survive termination.
4. Data handling — User Content is deleted at the end of each session unless you have enabled thread storage (see Section 6). If you close your account, we will delete or anonymize stored content within a reasonable time, subject to legal retention obligations. You will not have a right to retrieve data before deletion.

14. Governing Law & Dispute Resolution
1. Governing law — These Terms are governed by the laws of the Republic of Vanuatu, without regard to conflict-of-law rules.
2. Arbitration — Any dispute, claim, or controversy will be resolved by binding arbitration administered in Port Vila, Vanuatu, under the rules of the Vanuatu International Arbitration Centre. The arbitration award will be final and binding.
3. Class action waiver — All disputes must be resolved individually. You agree not to bring or participate in any class, collective, or representative action.
4. Costs — You agree to bear all arbitration costs, including your own legal fees and your share of tribunal expenses.
5. Equitable relief — Either party may seek injunctive or equitable relief in court for unauthorized use of intellectual property or breach of confidentiality.
6. Compliance signal — Nothing in this section limits our commitment to apply appropriate safeguards for users located in the U.S. (California residents’ rights under CCPA/CPRA) or EU/UK (GDPR/UK GDPR).

Section 4 — Changes, Force Majeure, Severability, Entire Agreement, Contact

15. Changes to Terms
1. Right to update — We may update or modify these Terms at any time.
2. Notice —
o Material changes → we will notify you (via the Services or email).
o Minor changes → effective immediately once posted online.
3. Acceptance — Continued use of the Services after changes take effect means you accept the updated Terms. If you do not agree, you must stop using the Services.

16. Force Majeure
We are not responsible for any failure or delay in performance caused by events outside our reasonable control, including but not limited to:
• Natural disasters, fire, flood, or earthquake;
• War, terrorism, or civil unrest;
• Government restrictions, sanctions, or regulatory orders;
• Internet outages, power failures, or service provider interruptions;
• Strikes, labor disputes, or supply chain failures.
During such events, our obligations will be suspended for the duration of the disruption.

17. Severability
If any provision of these Terms is found to be invalid, illegal, or unenforceable by a competent authority, the remaining provisions will continue in full force and effect.

18. Entire Agreement
These Terms, together with our Privacy Policy, constitute the entire agreement between you and XFactorAi regarding the Services and supersede any prior written or oral agreements, promises, or understandings.

19. Contact Information
If you have questions, concerns, or requests regarding these Terms, please contact us:
XFACTORAI INC (Vanuatu)
contact@xfactorai.com