Xylor Terms & Conditions

1) Definitions

• “Account” means the Customer account and workspace created to use the Service.

• “Workspace” means a logical instance of the Service configured for Customer use.

• “Authorized Users” means Customer’s employees/contractors authorized to access the Service.

• “External Users” means non-seat individuals whose records are created, messaged, invited, or otherwise engaged via the Service (as further defined in the Order Form or Fair Use Policy).

• “Customer Content” means all data, text, files, images, contact records, messages, and other materials submitted to or processed through the Service by Customer or its users.

• “Order Form” means a written or electronic order (including in-app purchase) specifying plan, fees, limits, and term.

• “Documentation” means user guides, onboarding materials, and help content we provide.

2) The Service

Xylor provides a workflow management platform that may include CRM/pipeline, task/project management, process/workflow orchestration, document/file management, communications features, and AI-assisted features as described in the Documentation and the applicable Order Form.

We may update or modify the Service over time. If a change materially reduces core functionality of a paid plan, we will provide reasonable notice.

3) Eligibility, Account Security, and Access

You must provide accurate registration information and keep it current. You are responsible for:

• maintaining the confidentiality of credentials,

• all activity under your Account,

• ensuring your Authorized Users comply with these Terms.

You must promptly notify us of any suspected unauthorized access.

4) Acceptable Use

You may not (and may not allow others to):

1. use the Service in violation of applicable law or regulation;

2. send spam or unlawful communications using any messaging/email capability;

3. upload malware or attempt to disrupt, overload, probe, scan, or test vulnerabilities of the Service;

4. reverse engineer, decompile, or attempt to extract source code (except to the extent prohibited by law);

5. access the Service to build a competing product;

6. bypass or circumvent limits (including by creating multiple Workspaces to avoid caps);

7. use the Service as a service bureau/resale platform for third parties unless expressly permitted in writing.

We may suspend access if we reasonably believe a violation occurred.

5) Plans, Limits, and Fair Use

Your plan, limits, and entitlements are described in the Order Form and/or within the Service.

If your plan is marketed as “Unlimited”, it remains subject to our Fair Use Policy, including hard caps and monthly allowances. The Fair Use Policy is incorporated into these Terms by reference.

Hard caps (Unlimited plan):

• up to 70 Authorized Users per Workspace, and

• up to 10,000 External Users per month per Workspace,
  unless a signed Order Form states otherwise.

If you exceed caps or allowances, certain features may stop until the next billing cycle or until you purchase additional capacity, as described in the Fair Use Policy.

6) Fees, Billing, and Taxes

6.1 Subscription fees

You agree to pay all fees specified in your Order Form. Fees are typically billed in advance on a monthly (1st Tuesday of each month) or annual basis, on the 1st Tuesday of January (as selected).

6.2 Usage-based charges (Global Calling)

The Global Calling System is billed on a per-usage basis. Applicable rates will be disclosed during onboarding and/or within your Workspace settings. Usage-based charges are billed in arrears unless otherwise stated.

6.3 No set-off; late payments

You may not withhold or set off fees. If payment is overdue, we may suspend access after notice and may charge interest to the extent permitted by law.

6.4 Taxes

Fees exclude taxes (VAT/GST/sales taxes), which you are responsible for, except taxes based on Xylor’s net income.

7) Term, Renewal, and Cancellation

7.1 Term

These Terms begin when you first use the Service and continue until your subscription ends.

7.2 Renewal

Subscriptions renew automatically for the same term unless either party gives notice of non-renewal at least [15 days] before the renewal date (or as stated in the Order Form).

7.3 Cancellation

You may cancel renewal via the billing portal or by contacting us, subject to the notice period above. Cancellation stops future renewals but does not retroactively refund prepaid fees unless required by law or explicitly stated in the Order Form.

8) Onboarding, Professional Services, and Support

If we provide onboarding, configuration, data mapping, training, or other services (“Services”), the scope (and whether included or paid) will be described in the Order Form or onboarding plan.

Support channels and response targets are described in the Documentation or Order Form. Unless an SLA is purchased, uptime and response times are provided on a commercially reasonable basis.

9) Customer Content, Data Responsibility, and Permissions

9.1 Customer Content ownership

Customer retains all rights in Customer Content. You grant Xylor a worldwide, non-exclusive license to host, process, transmit, and display Customer Content solely to provide, secure, and improve the Service and as otherwise permitted by these Terms.

9.2 Customer responsibility for content and legality

You are responsible for:

• the accuracy, quality, and legality of Customer Content,

• obtaining all permissions/consents required to collect, use, and upload Customer Content (including any personal data),

• ensuring your use does not violate third-party rights or law.

Important clarification: Xylor does not provide third-party enrichment data for your business (“no data brokerage”). However, the Service may store Customer Content that includes personal data if you upload it.

9.3 Data security

We implement technical and organizational measures designed to protect Customer Content, including encryption in transit and at rest (where supported), access controls, and secure cloud infrastructure. No method of transmission or storage is 100% secure, so we cannot guarantee absolute security.

9.4 Data retention and deletion

Upon termination, we will make Customer Content available for export for [15 days] and then delete it from production systems within a commercially reasonable period, except where retention is required by law or for security/fraud prevention, backups, and dispute resolution.

10) AI Features

The Service may include AI-assisted features. You acknowledge:

• AI outputs may be inaccurate, incomplete, or inappropriate in some contexts.

• You are responsible for reviewing AI outputs before relying on them.

• You will not use AI features for high-risk decisions where errors could cause harm (e.g., medical diagnosis, legal advice, safety-critical systems) unless you have appropriate human review and controls.

We may use third-party AI providers to deliver AI features. Where applicable, your use of AI features is subject to the Fair Use Policy token limits and/or your Order Form.

11) Third-Party Services and Integrations

The Service may interoperate with third-party services (e.g., cloud hosting, email providers, AI providers, telephony providers). Third-party services are governed by their own terms. Xylor is not responsible for third-party outages or acts/omissions, but we will take reasonable steps to restore interoperability where feasible.

12) Intellectual Property

Xylor retains all rights, title, and interest in and to:

• the Service, software, models, workflows, templates (unless explicitly created and assigned to Customer in writing), Documentation, and all improvements.

You may not remove proprietary notices.

Feedback you provide may be used by Xylor without restriction or obligation.

13) Confidentiality

Each party may receive the other party’s confidential information. The receiving party will:

• protect it using at least reasonable care,

• use it only to perform under these Terms,

• not disclose it to third parties except as needed with contractors bound by confidentiality.

Confidentiality obligations do not apply to information that is public, independently developed, or rightfully received without confidentiality obligations.

14) Warranties and Disclaimers

To the maximum extent permitted by law:

• The Service is provided “as is” and “as available.”

• We disclaim all warranties, including merchantability, fitness for a particular purpose, and non-infringement.

• We do not warrant the Service will be uninterrupted, error-free, or that AI outputs will be accurate.

Some jurisdictions do not allow certain disclaimers, so some may not apply to you.

15) Limitation of Liability

To the maximum extent permitted by law:

• Neither party is liable for indirect, incidental, special, consequential, or punitive damages, or loss of profits, revenue, data, or goodwill.

• Xylor’s total liability for all claims in any 12-month period is limited to the fees paid (or payable) by Customer to Xylor for the Service in the 12 months preceding the event giving rise to the claim, unless the Order Form states otherwise.

Nothing in these Terms limits liability for fraud, willful misconduct, or other liabilities that cannot be limited under applicable law.

16) Indemnification

16.1 By Customer

Customer will indemnify and defend Xylor against third-party claims arising from:

• Customer Content,

• Customer’s breach of these Terms,

• Customer’s use of the Service in violation of law.

16.2 By Xylor (IP infringement)

Xylor will defend Customer against third-party claims that the Service infringes intellectual property rights, and will indemnify Customer for resulting damages and costs, provided Customer:

• promptly notifies Xylor,

• allows Xylor control of defense/settlement,

• cooperates reasonably.

If infringement is likely, we may modify the Service, procure rights, or terminate and refund unused prepaid fees for the affected portion, as Customer’s exclusive remedy.

17) Suspension and Termination

We may suspend access (with notice where reasonable) if:

• required by law,

• necessary to protect the platform or other customers,

• you materially breach these Terms,

• payment is overdue.

Either party may terminate for material breach not cured within [60 days] after written notice.

Upon termination, access stops and outstanding amounts become due immediately.

18) Governing Law and Dispute Resolution

These Terms are governed by the laws of United States jurisdiction, excluding conflict of law rules. Courts located in Wyoming, United States of America will have exclusive jurisdiction, unless the parties agree to arbitration in writing.

19) Miscellaneous

• Assignment: Customer may not assign these Terms without Xylor’s written consent, except to an affiliate or in connection with a merger/acquisition with notice.

• Force majeure: Neither party is liable for delays beyond reasonable control.

• Notices: Notices must be sent to support@xylor.ai (and for Customer, to the email in your Account).

• Order of precedence: Order Form → Fair Use Policy → these Terms → Documentation (unless stated otherwise).

• Severability: Invalid provisions are adjusted to be enforceable; remainder stays effective.

• Entire agreement: These Terms plus Order Forms are the full agreement on the Service.