Xorventa LLC Terms of Service

1. Business Use

The Service is intended for lawful business use only. You may not use the Service for personal, household, illegal, harmful, deceptive, abusive, regulated, or unauthorized purposes.

2. Account Registration

You must provide accurate account, billing, company, and contact information and keep it current. You are responsible for maintaining the confidentiality of your account credentials and for all activity under your account, including activity by employees, contractors, administrators, website visitors, and anyone using your credentials, deployment keys, embed keys, API keys, or account access.

3. Authority to Bind Customer

If you create an account, accept these Terms, submit payment information, or use the Service on behalf of a company or organization, you represent that you are authorized to bind that company or organization. The company or organization is responsible for all obligations under these Terms.

4. Plans and Services

Available plans, features, usage limits, support levels, and pricing are described on Xorventa’s website, order flow, customer portal, plan documentation, or written order. We may modify, add, remove, suspend, replace, or discontinue features at any time.

5. Payment Authorization

By submitting payment information, you authorize Xorventa and its payment processor to charge all fees, taxes, renewals, overages, support-request fees, usage-based charges, and other amounts due under your selected plan or order.

6. Automatic Renewal

Subscriptions renew automatically unless cancelled before the renewal date. Monthly plans renew monthly. Annual plans renew annually. You are responsible for reviewing renewal dates and cancelling before renewal if you do not want continued service.

7. Free Trials

If Xorventa expressly offers a free trial, the trial terms presented during signup or in the applicable order flow will apply. Unless otherwise stated, a valid payment method may be required, and the subscription will convert to a paid plan at the end of the trial unless cancelled before the trial ends. Trials may be limited to one per customer, account, company, or payment method. Xorventa may refuse, modify, shorten, or terminate trials at its discretion. Failed payment at trial conversion is governed by these Terms.

8. Price Changes

We may increase prices, change plan packaging, change included usage, add fees, or modify billing terms with at least 60 days’ notice before the change applies to your next renewal or billing period. Continued use after the effective date means you accept the change. If you do not agree, your sole remedy is to cancel before the change takes effect.

9. Taxes

Prices are exclusive of taxes unless stated otherwise. You are responsible for all applicable sales, use, VAT, GST, withholding, excise, and similar taxes. We may charge taxes where required.

10. Failed Payments

If payment fails, we may suspend, downgrade, limit, or terminate the Service. You remain responsible for all amounts due, including fees incurred before suspension or termination.

11. Payment Disputes and Chargebacks

If you believe a charge is incorrect, you must contact Xorventa within 30 days of the charge. Initiating an improper chargeback or payment reversal may result in suspension or termination. You remain responsible for valid charges, collection costs, chargeback fees, and fees incurred before cancellation or termination.

12. Cancellation and Refunds

You may cancel through the customer portal or another method we provide. Cancellation takes effect at the end of the current paid period unless stated otherwise. Fees are non-refundable except where required by law or expressly stated in writing. Annual plans are prepaid and non-refundable unless required by law.

13. Customer Content

"Customer Content" means content, data, documents, website text, files, URLs, business information, logos, avatars, brand assets, prompts, visitor inputs, chat transcripts, configuration settings, and other materials provided to or processed by the Service.

14. Rights to Customer Content

You retain ownership of Customer Content. You grant Xorventa a worldwide, non-exclusive, royalty-free license to host, copy, process, transmit, display, modify, analyze, scan, embed, index, and use Customer Content as needed to provide, secure, support, improve, and operate the Service.

15. Customer Responsibility for Content

You represent and warrant that you have all rights, permissions, licenses, consents, and authority needed to provide Customer Content and allow us to process it. You are responsible for the accuracy, legality, quality, and completeness of Customer Content.

16. Website Scanning

If you request or enable website scanning, crawling, scraping, ingestion, indexing, or retrieval, you represent that you own or control the website or have permission to authorize Xorventa to access and process its content.

17. Brand Assets

You are responsible for ensuring that logos, avatars, names, images, trademarks, trade names, slogans, and other brand assets you upload or provide do not infringe third-party rights and do not mislead visitors.

18. Visitor Data and Customer Notices

You are responsible for your own website privacy policy, cookie notices, AI disclosures, visitor consents, accessibility obligations, and legal compliance related to your use of the chat window or Service on your website.

19. Regulated and Sensitive Data

Do not submit protected health information, payment card data, financial account data, government identifiers, children’s data, biometric data, highly sensitive personal data, confidential third-party data, or regulated data unless Xorventa has expressly agreed in writing and appropriate legal agreements are in place.

20. Personal Data

If Customer Content includes Personal Data, you are responsible for ensuring that you have a lawful basis, required notices, consents, contracts, and permissions for submitting and processing that Personal Data through the Service.

21. Data Processing Addendum

Where applicable law requires a Data Processing Addendum or similar agreement, Xorventa will make a DPA available or execute one upon written request. You are responsible for determining whether your use of the Service requires a DPA or other privacy documentation.

22. International Transfers

If Customer Content or Personal Data is transferred across borders, the parties will rely on legally recognized transfer mechanisms where required, such as Standard Contractual Clauses, the UK International Data Transfer Addendum, or other applicable mechanisms.

23. Subprocessors

Xorventa may use third-party subprocessors and service providers to deliver the Service, including cloud hosting, database, AI model, voice infrastructure, payment processing, email, observability, security, and support providers. Xorventa remains responsible for subprocessors as required by applicable law and written agreements. A current list of material subprocessors is available upon request to support@xorventa.ai.

24. AI Service Disclaimer

The Service uses artificial intelligence. AI outputs may be inaccurate, incomplete, delayed, offensive, duplicated, unsuitable, unavailable, or inconsistent. Outputs are not legal, medical, financial, tax, safety, emergency, or other professional advice.

25. Human Review

You are solely responsible for reviewing, validating, and deciding whether to rely on any output. You may not use outputs as the sole or determinative basis for decisions with legal, financial, medical, employment, housing, insurance, credit, safety, immigration, criminal-justice, child-welfare, or other material impacts on a person.

26. No Guarantee of Answers

The Service may decline to answer, answer incorrectly, fail to retrieve relevant content, or provide information that does not reflect your intent. We do not guarantee that the Service will prevent all inaccurate, unsupported, undesired, or harmful outputs.

27. High-Risk AI Use Prohibition

The Service is not designed for use where failure, delay, or inaccurate output could cause death, personal injury, severe environmental harm, material property damage, emergency-response failure, or legally significant automated decisions. You may not use the Service for those purposes without Xorventa’s express written approval and appropriate safeguards.

28. Usage Limits and Fair Use

Plans may include limits on conversations, messages, documents, storage, voice usage, bandwidth, domains, users, chat windows, API requests, or other resources. We may enforce, change, throttle, suspend, or charge for usage above limits. Automated, abusive, unusually heavy, or infrastructure-intensive use may require custom pricing.

29. API Access and Rate Limits

Programmatic access to the Service is subject to documented and undocumented rate limits, usage caps, fair-use policies, and provider-side constraints. We may modify API surfaces, deprecate endpoints, change rate limits, change authentication methods, suspend API access, or make emergency changes for security, stability, legal, or operational reasons.

30. Prohibited Uses

You may not misuse the Service, interfere with security, bypass limits, reverse engineer, decompile, scrape, resell, sublicense, benchmark publicly without permission, use the Service to build competing AI systems, submit malware, infringe rights, impersonate others, violate laws, or use the Service for deceptive, harmful, abusive, discriminatory, or high-risk purposes.

31. Acceptable Use Policy

Any Acceptable Use Policy we publish is incorporated into these Terms. We may update it to address abuse, security, legal, provider, or operational requirements.

32. Third-Party Providers

The Service may rely on third-party providers, including cloud, payment, AI, voice, analytics, security, and infrastructure vendors. We are not responsible for third-party failures, outages, changes, terms, acts, omissions, or provider-side limitations beyond our reasonable control.

33. Security

We use commercially reasonable safeguards designed to protect the Service. No system is guaranteed secure. You are responsible for securing your accounts, credentials, domains, devices, websites, users, administrators, and access permissions.

34. Account Security

You are responsible for safeguarding all credentials and authentication factors associated with your account, including passwords, magic-link tokens, recovery codes, multi-factor authentication factors, service keys, embed keys, API keys, and session cookies. Notify Xorventa at security@xorventa.ai immediately of any suspected compromise. Xorventa is not liable for losses arising from credential compromise outside its reasonable control.

35. Security Incident Notice

If Xorventa determines that a security incident involving Customer Content requires notice under applicable law, Xorventa will provide notice as required by law or applicable written agreement.

36. Support

Support availability depends on your plan. We may provide support by email, portal, or other channels. Support does not include legal advice, compliance advice, emergency response, custom development, or third-party system administration unless separately agreed.

37. Service Availability

The Service may be unavailable, interrupted, delayed, degraded, modified, or discontinued. We do not guarantee uptime unless a written service-level agreement signed by Xorventa says otherwise.

38. Beta and Preview Features

Features designated "Beta," "Preview," "Early Access," "Experimental," or similar are provided as is, without warranty, and may change, degrade, or be discontinued at any time without notice. SLA coverage, refunds, credits, and remedies do not apply to Beta features unless expressly stated in writing.

39. Suspension

We may suspend or limit access immediately if we believe your use creates legal risk, security risk, provider risk, payment risk, reputational risk, abuse risk, excessive usage, operational risk, or violation of these Terms.

40. Termination

We may terminate your account or Service for breach, nonpayment, risk, abuse, legal compliance, provider restrictions, business reasons, or discontinuation of the Service. You remain responsible for fees incurred before termination.

41. Effect of Termination

Upon termination, your right to use the Service ends. We will delete active Customer Content within 30 days from the cancellation effective date (end of paid period), except where retention is required by law, court order, legal hold, fraud-prevention process, security process, backup-rotation schedules, or ordinary business records. Logs, billing records, security records, backups, audit records, and abuse records may be retained under their own retention schedules.

42. Customer Data Export and Deletion

During an active subscription and for 30 days after termination, you may request export of your Customer Content through export tools we make available or by written request to support@xorventa.ai. Export is provided in commercially reasonable formats. You are responsible for exporting data you wish to preserve before the export window closes.

43. Xorventa Intellectual Property

Xorventa owns all rights in the Service, software, systems, designs, workflows, models, prompts, documentation, know-how, trademarks, trade names, technology, and platform improvements, except Customer Content. No rights are granted except the limited right to use the Service during an active subscription.

44. Feedback

If you provide feedback, suggestions, ideas, or requests, we may use them without restriction, compensation, attribution, or obligation.

45. Publicity

Unless you opt out in writing, we may identify you as a customer using your name and logo in customer lists, websites, and marketing materials. We will stop new use after a reasonable period if you request removal.

46. Confidentiality

Each party may receive confidential business or technical information. The receiving party will use reasonable care to protect it and use it only for purposes related to the Service, except where disclosure is required by law, already public through no fault of the receiving party, independently developed, or rightfully received from another source.

47. AI Training Restrictions

We will not use your Customer Content to train, fine-tune, or improve generally available AI models offered to other customers without your express written consent. We may use anonymized, aggregated, or de-identified operational metrics, such as latency, error rates, usage volumes, and reliability data, to operate, secure, debug, and improve the Service.

48. Open Source Components

The Service may incorporate open-source software components subject to their own license terms. Xorventa will comply with applicable open-source license obligations. A list of material open-source components and licenses is available upon request to support@xorventa.ai.

49. Accessibility

Xorventa endeavors to make the Service reasonably accessible. Customer is responsible for the accessibility of its own website, content, branded assets, and visitor-facing surfaces, including compliance with the Americans with Disabilities Act, Section 508, WCAG, and applicable accessibility laws.

50. Children and Minors

The Service is not directed to, marketed to, or intended for use by children under 13 years of age, or the applicable minimum age in your jurisdiction. You must not knowingly collect, store, process, transmit, or expose children’s Personal Data through the Service. Customer is responsible for compliance with COPPA, GDPR-K, and equivalent laws governing minors’ data.

51. DMCA / Copyright Infringement

If you believe material hosted through the Service infringes your copyright, submit a notice to support@xorventa.ai containing: identification of the copyrighted work, identification of the allegedly infringing material, your contact information, a good-faith statement, a statement under penalty of perjury that the information is accurate and you are authorized to act, and your physical or electronic signature. We may remove or disable access to allegedly infringing material upon receipt of a valid notice.

52. Marketing and Operational Communications

Operational and transactional communications, including account confirmations, billing notices, security alerts, service notices, password or magic-link emails, terms-update notices, and support replies, are sent as needed and cannot be opted out of while you maintain an active account. Marketing communications may be opted out through unsubscribe links or written request.

53. Electronic Communications and Signatures

You consent to receive notices, agreements, disclosures, billing communications, security alerts, support messages, and other communications electronically. You agree that electronic signatures, click-through acceptance, account actions, and electronic records have the same legal effect as handwritten signatures and paper records.

54. Warranty Disclaimer

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE." TO THE MAXIMUM EXTENT PERMITTED BY LAW, XORVENTA DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ACCURACY, AVAILABILITY, SECURITY, RELIABILITY, AND ERROR-FREE OPERATION.

55. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, XORVENTA WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, PUNITIVE, LOST PROFIT, LOST REVENUE, LOST DATA, BUSINESS INTERRUPTION, REPUTATIONAL, GOODWILL, COVER, OR SUBSTITUTE SERVICE DAMAGES.

56. Liability Cap

TO THE MAXIMUM EXTENT PERMITTED BY LAW, XORVENTA’S TOTAL LIABILITY FOR ALL CLAIMS WILL NOT EXCEED THE GREATER OF: (A) AMOUNTS YOU PAID TO XORVENTA FOR THE SERVICE GIVING RISE TO THE CLAIM DURING THE 3 MONTHS BEFORE THE EVENT GIVING RISE TO LIABILITY; OR (B) $100.

57. Exceptions Required by Law

Some jurisdictions do not allow certain warranty disclaimers, liability exclusions, or liability limitations. In those jurisdictions, the disclaimers, exclusions, and limitations apply to the maximum extent permitted by law.

58. Customer Indemnity

You will defend, indemnify, and hold harmless Xorventa, its owners, officers, employees, contractors, affiliates, providers, licensors, and agents from claims, damages, losses, liabilities, costs, and expenses, including attorneys’ fees, arising from Customer Content, your website, your visitors, your use of the Service, your breach of these Terms, your violation of law, your infringement of third-party rights, or your failure to provide required notices or obtain required consents.

59. Anti-Bribery and Sanctions

You will comply with applicable anti-corruption, anti-bribery, sanctions, and trade-control laws, including the U.S. Foreign Corrupt Practices Act, the UK Bribery Act, U.S. OFAC sanctions, U.S. BIS export controls, EU sanctions, UK sanctions, and UN sanctions. You represent that you are not located in a sanctioned jurisdiction, not on a denied-party list, and will not use the Service for prohibited transactions.

60. Export Controls

You may not use, export, re-export, transfer, or make available the Service or its outputs in violation of export-control, sanctions, or trade laws, or for prohibited end uses.

61. Changes to Terms

We may update these Terms at any time. We will provide notice of material changes by email, account notice, website posting, customer portal notice, or other reasonable means. Unless a longer period is stated, changes become effective when posted. For material changes affecting paid subscriptions, we will use reasonable efforts to provide at least 30 days’ notice. Continued use after the effective date means you accept the updated Terms. If you do not agree, your sole remedy is to stop using the Service and cancel before the effective date.

62. Changes Required by Law or Providers

We may make immediate changes to these Terms, policies, pricing, features, or Service behavior if needed for legal compliance, security, abuse prevention, provider requirements, operational protection, or platform stability.

63. Order of Precedence

If there is a conflict among documents, the following order controls unless a document expressly states otherwise: signed written order or agreement, Data Processing Addendum, these Terms, plan-specific terms or order flow, Acceptable Use Policy, Privacy Policy, and support documentation.

64. Disputes

Before filing a claim, each party agrees to try to resolve disputes informally by written notice and 30 days for resolution, unless immediate injunctive or equitable relief is needed.

65. Governing Law and Venue

These Terms are governed by the laws of the State of Florida, excluding conflict-of-law rules. The state and federal courts located in Palm Beach County, Florida will have exclusive jurisdiction over any dispute not subject to arbitration under Section 66. Each party consents to personal jurisdiction and venue in those courts and waives any objection to such venue.

66. Arbitration and Class Waiver

Any dispute will be resolved by binding individual arbitration administered in Palm Beach County, Florida under the Commercial Arbitration Rules of the American Arbitration Association, or successor rules, except for small claims and claims seeking injunctive relief for unauthorized use, infringement, security abuse, confidentiality breach, or harm to the Service. Disputes may not be brought as class, collective, consolidated, private attorney general, or representative actions. Each party waives the right to a jury trial to the fullest extent permitted by law. Judgment on the arbitration award may be entered in any court of competent jurisdiction.

67. Injunctive Relief

Xorventa may seek immediate injunctive or equitable relief to stop unauthorized use, security abuse, IP misuse, confidentiality breaches, nonpayment-related access abuse, provider-risk conduct, or harm to the Service.

68. Time Limit for Claims

To the maximum extent permitted by law, any claim arising out of or relating to the Service or these Terms must be filed within one year after the event giving rise to the claim, or it is permanently barred.

69. Notices

We may send notices to the email, billing contact, administrator contact, or account contact you provide. You must send legal notices to support@xorventa.ai and any physical notice address we publish.

70. Assignment

You may not assign these Terms without our written consent. We may assign these Terms to an affiliate, successor, acquirer, or as part of a merger, reorganization, asset sale, equity sale, financing, or business transfer.

71. Force Majeure

We are not liable for delays or failures caused by events beyond our reasonable control, including outages, provider failures, cyberattacks, labor disputes, disasters, war, terrorism, civil unrest, government action, pandemic-related disruption, power failure, network failure, or internet disruption.

72. Survival

Sections that by their nature should survive termination will survive, including payment obligations, Customer Content responsibilities, AI disclaimers, prohibited-use obligations, confidentiality, intellectual property, warranty disclaimers, liability limits, indemnity, dispute provisions, export and sanctions obligations, and provisions concerning interpretation and enforcement.

73. Severability

If any provision is unenforceable, the remaining provisions remain effective, and the unenforceable provision will be modified to the minimum extent necessary to make it enforceable.

74. Independent Contractors

Nothing in these Terms creates a partnership, joint venture, franchise, agency, employment, fiduciary, or exclusive relationship between the parties. Each party is an independent contractor.

75. Construction

These Terms will be interpreted according to their plain meaning and will not be construed against either party solely because one party drafted them. Section headings are for convenience only and do not affect interpretation. "Including" means "including without limitation."

76. Entire Agreement

These Terms, the Privacy Policy, Acceptable Use Policy, order flow, plan terms, any written order accepted by Xorventa, and any Data Processing Addendum executed between the parties form the entire agreement and supersede prior agreements about the Service.

77. Definitions

"Service" has the meaning set forth in the preamble. "Customer Content" has the meaning in Section 13. "Customer," "you," and "your" mean the entity or person accepting these Terms. "Xorventa," "we," "us," and "our" mean Xorventa LLC, doing business as Xorventa.ai. "Personal Data" means information relating to an identified or identifiable natural person processed by the Service. "Subprocessor" means a third party engaged by Xorventa to process Customer Content on its behalf. "Confidential Information" means non-public information disclosed by either party that should reasonably be understood to be confidential.

78. Contact

Questions about these Terms may be sent to support@xorventa.ai.

support@xorventa.ai