Terms and Conditions

Last updated: September 2025

1. Introduction

Welcome to XFACTORAI LLC ("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

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.

Account registration

Some features may require creating an account. You must provide accurate and complete information and keep it updated.

Account security

You are responsible for maintaining the confidentiality of your login credentials and for all activity under your account.

Single account policy

One account per user: Each individual user is permitted to maintain only one active account with XFactorAi. Creating multiple accounts to circumvent subscription limits, fair usage policies, or other restrictions is strictly prohibited.

Prohibited activities:

• Creating multiple accounts for the same individual or entity
• Using multiple accounts to exceed token usage limits or fair usage policies
• Sharing account credentials to allow others to bypass account restrictions
• Creating accounts using false, misleading, or fraudulent information
• Transferring or selling accounts to third parties

Consequences of violation:

• Immediate suspension or termination of all associated accounts
• Forfeiture of any unused subscription time or credits
• Potential legal action for fraudulent use
• Permanent ban from the Services

Exceptions:

• Enterprise accounts with explicit multi-user licensing agreements
• Accounts created for legitimate business entities (separate from personal accounts)
• Accounts approved in writing by XFactorAi support

If you need multiple accounts for legitimate business purposes, please contact support@xfactorai.com to discuss enterprise licensing options.

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.

Regulated contexts

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

Permitted use

You may use the Services only in accordance with these Terms, our Privacy Policy, and all applicable laws and regulations.

Prohibited use

You may not:

• Break or violate any applicable law (including data protection, privacy, intellectual property, recording, or wiretap laws).
• Submit or process content you do not have the rights or consent to use.
• Attempt to reverse engineer, copy, resell, or exploit the Services.
• Interfere with the security, availability, or integrity of the Services.
• Create multiple accounts to circumvent usage limits or restrictions.
• Use automated systems, bots, or scripts to generate excessive requests or abuse the Services.
• Attempt to manipulate, game, or exploit token usage tracking or billing systems.

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:

• GDPR (EU/UK residents)
• CCPA/CPRA (California residents)
• Local privacy, recording, or communication laws

Outputs

The Services may generate AI-produced outputs (including text, analyses, rewrites, or negotiation suggestions). These outputs:

• Are provided for informational purposes only.
• Must not be used as legal, financial, medical, or other professional advice.
• Must be independently verified by you before use.
• 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. Token Usage & Fair Usage Policy

Token usage tracking

XFactorAi tracks token usage (input and output tokens) for all Services. Token usage is measured and displayed in your account dashboard and may be stored in Office roaming settings (for Outlook Add-in users).

Subscription limits

Each subscription plan includes specific token usage limits as described at the time of purchase. Token usage limits are enforced to ensure fair access to Services for all users.

Fair usage policy

Even "unlimited" plans have fair usage limits: To ensure service quality and prevent abuse, all subscription plans, including those marketed as "unlimited," are subject to fair usage policies.

Standard fair usage limits:

• Unlimited plans: Typically include a fair usage limit of approximately 3 million tokens per billing period (monthly or annual, as applicable).
• Other plans: Fair usage limits are specified in your subscription plan details.

Fair usage is designed to:

• Prevent abuse and ensure equitable access for all users
• Maintain service quality and performance
• Protect against automated or excessive usage that could degrade the service
• Ensure compliance with third-party API provider terms

Exceeding fair usage limits:

If you exceed your plan's fair usage limit:

1. Automatic throttling: Your requests may be rate-limited or queued
2. Notification: You will be notified via email and in-app messaging
3. Temporary suspension: Service may be temporarily suspended until the next billing period
4. Upgrade required: You may be required to upgrade to a higher-tier plan

Expanding fair usage limits:

If you have a legitimate business need that requires exceeding the standard fair usage limit:

• Contact support: Reach out to support@xfactorai.com with your request
• Provide justification: Explain your use case and expected usage patterns
• Review process: We will review your request and may approve expanded limits based on:
  • Legitimate business needs
  • Account history and compliance
  • Service capacity and availability
  • Additional fees or plan adjustments may apply

Fair usage violations:

The following activities may be considered violations of fair usage:

• Automated or scripted usage designed to maximize token consumption
• Attempting to circumvent usage limits through technical means
• Sharing account credentials to distribute usage across multiple users
• Using the Services for purposes inconsistent with normal business use
• Any activity that degrades service quality for other users

Consequences of fair usage violations:

• Immediate suspension of service
• Account review and potential termination
• Forfeiture of subscription fees
• Permanent ban from the Services

Token usage accuracy

While we strive for accuracy, token counts are estimates based on standard tokenization methods. Actual token usage may vary slightly. Discrepancies in token counting do not constitute a breach of these Terms.

Token usage disputes

If you believe there is an error in your token usage tracking:

• Contact support@xfactorai.com within 30 days of the disputed usage
• Provide detailed information about the discrepancy
• We will investigate and respond within 10 business days

5. Data & Content

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.

Your responsibility

By submitting User Content, you confirm that:

• You have the legal right and authority to use and share it.
• You have obtained any required consent from third parties.
• Your use complies with applicable laws, including GDPR, CCPA/CPRA, and recording/communication laws.

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.

Controller vs. Processor

You (or your organization) are the Data Controller. XFactorAi is the Data Processor, acting strictly on your instructions.

6. Consent & Compliance

Your responsibility for legality

You are solely responsible for ensuring that your use of the Services complies with all applicable laws.

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.

No unlawful interception

You may not use the Services to intercept or record communications in violation of applicable law.

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.

Third-party integrations

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.

7. Privacy & Data Protection

Processor role

XFACTORAI LLC 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.

Default storage

By default, all User Content is automatically stored in our secure backend database. All data goes through our backend and is persisted - there are no temporary sessions. User Content is retained until you delete it or close your account, unless retention is required by law (e.g., fraud monitoring, audit purposes).

Data retention

All conversations, messages, and User Content are stored by default and retained until you delete them or close your account. You remain fully responsible for the legality of retaining such data.

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.

Operational logs

We may retain limited non-content metadata (such as timestamps, request size, and status codes) for security, auditing, and performance monitoring.

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.

Cross-border transfers

If you use the Services from outside the United States, your data may be processed in other countries. Where required, safeguards such as Standard Contractual Clauses (SCCs) or equivalent mechanisms will apply.

Privacy rights

Depending on your location, you may have rights under GDPR, UK GDPR, or CCPA/CPRA, including:

• Access to your personal data
• Correction of inaccurate data
• Deletion ("right to be forgotten")
• Restriction of processing in certain cases
• Data portability
• Right to object to certain processing
• Right to withdraw consent where applicable

To exercise these rights, contact us at: contact@xfactorai.com

8. Intellectual Property

Our IP

All rights in and to the Services, including software, modules, designs, algorithms, features, and branding, belong to XFACTORAI LLC and its licensors.

Your IP

You retain ownership of all User Content you provide.

Limited license

You grant us a limited, revocable, non-exclusive license to process your User Content solely to provide the Services to you.

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.

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.

9. Output Disclaimer

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.

Informational use only

Outputs are provided for informational purposes only and do not constitute legal, financial, medical, or professional advice.

Restricted reliance

You may not use outputs in regulated contexts (including legal, financial, or healthcare decisions).

Your responsibility

You are solely responsible for evaluating, verifying, and deciding how to use outputs.

No guarantees

We make no warranties that outputs will be reliable, accurate, error-free, or suitable for any particular purpose.

10. Third-Party Services

Integrations

The Services may rely on or integrate with third-party platforms (such as OpenAI APIs, cloud hosting providers, Gmail, or Outlook).

Independent terms

Third-party services are governed by their own terms and privacy policies. XFactorAi is not responsible for third-party practices.

Your authorization

By enabling an integration, you authorize us to access and process your data as needed to connect with that service.

No endorsement

Inclusion of a third-party integration does not imply endorsement, guarantee, or responsibility for that provider.

11. Payment & Subscription

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).

Billing

You authorize us (and our payment processors) to charge your selected payment method on a recurring basis, where applicable.

Renewals

Subscriptions automatically renew at the end of each billing period unless you cancel through your account settings.

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.

Refunds

Refund requests are handled on a case-by-case basis. Generally:

• Subscription fees are non-refundable after the service period has begun
• Refunds may be provided for unused portions in exceptional circumstances
• Processing fees may apply to refunds
• Contact support@xfactorai.com for refund inquiries

Taxes

You are responsible for paying any applicable taxes, duties, or charges arising from your subscription.

Resellers

If you purchase through an authorized reseller, their billing terms may apply in addition to ours.

Price changes

We reserve the right to modify pricing at any time. Price changes will not affect your current billing period but will apply to renewals. We will provide at least 30 days' notice of price increases.

Payment failures

If payment fails:

• We will attempt to notify you via email
• Service may be suspended until payment is resolved
• You remain responsible for all fees incurred
• Multiple payment failures may result in account termination

12. Limitation of Liability

As-is service

The Services are provided "as is" and "as available," without warranties of any kind.

Exclusions

To the maximum extent permitted by law, we disclaim all warranties, including merchantability, fitness for a particular purpose, accuracy, and non-infringement.

No liability for certain damages

XFACTORAI LLC, its officers, employees, and affiliates will not be liable for any:

• Indirect, incidental, or consequential damages;
• Loss of profits, revenues, or data;
• Business interruption, reputational harm, or opportunity loss;
• Errors, omissions, or delays in outputs or Services.

even if we were advised of the possibility of such damages.

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.

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.

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.

Your obligation includes covering any fines, penalties, or enforcement actions imposed by regulators due to your use of the Services.

13. Indemnification

Your obligation

You agree to indemnify, defend, and hold harmless XFACTORAI LLC, its officers, employees, and affiliates from any claims, damages, liabilities, costs, or expenses (including reasonable legal fees) arising out of or related to:

• Your use of the Services;
• Your User Content (including claims it violates others' rights or the law);
• Your violation of these Terms;
• Your violation of any applicable law;
• Your creation or use of multiple accounts in violation of these Terms;
• Your violation of fair usage policies.

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.

14. Termination & Suspension

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:

• Violated these Terms;
• Misused the Services;
• Engaged in unlawful or harmful activity;
• Created multiple accounts in violation of these Terms;
• Violated fair usage policies;
• Attempted to circumvent usage limits or restrictions.

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.

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.

Data handling

All User Content is stored by default in our secure backend database (see Section 7). 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.

Suspension vs. termination

• Suspension: Temporary restriction of access, typically for policy violations or payment issues
• Termination: Permanent closure of account and access to Services
• Suspended accounts may be restored upon resolution of the underlying issue
• Terminated accounts cannot be restored

15. Service Availability & Modifications

Service availability

We strive to maintain high availability but do not guarantee uninterrupted access. The Services may be unavailable due to:

• Scheduled maintenance
• Unscheduled maintenance or repairs
• Technical issues or failures
• Third-party service outages
• Force majeure events

Service modifications

We reserve the right to:

• Modify, update, or discontinue features at any time
• Change service functionality or interfaces
• Implement new features or remove existing ones
• Adjust token usage limits or fair usage policies
• Modify pricing or subscription terms (with notice)

No guarantee of features

We do not guarantee that any specific feature will remain available indefinitely. Features may be modified, replaced, or removed as we improve the Services.

16. Governing Law & Dispute Resolution

Governing law

These Terms are governed by the laws of the State of Florida, United States, without regard to conflict-of-law rules.

Arbitration

Any dispute, claim, or controversy will be resolved by binding arbitration administered in Orlando, Florida, under the rules of the American Arbitration Association. The arbitration award will be final and binding.

Class action waiver

All disputes must be resolved individually. You agree not to bring or participate in any class, collective, or representative action.

Costs

You agree to bear all arbitration costs, including your own legal fees and your share of tribunal expenses.

Equitable relief

Either party may seek injunctive or equitable relief in court for unauthorized use of intellectual property or breach of confidentiality.

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).

17. Changes to Terms

Right to update

We may update or modify these Terms at any time.

Notice

• Material changes → we will notify you (via the Services or email).
• Minor changes → effective immediately once posted online.

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.

18. 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;
• Third-party API provider outages or limitations.

During such events, our obligations will be suspended for the duration of the disruption.

19. 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.

20. 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.

21. Contact Information

If you have questions, concerns, or requests regarding these Terms, please contact us:

XFACTORAI LLC
Email: contact@xfactorai.com
Support: support@xfactorai.com
STE 210 - OFFICE 4812
7345 W SAND LAKE RD
Orlando, Florida 32819