Xpherium
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Terms of Service

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Terms of Service

Last updated: 09/28/2025

XPHERIUM – TERMS OF SERVICE

Effective Date: 09/28/2025

Legal Entity: XPHERIUM, LLC ("Xpherium," "we," "us," "our")

Address: 4275 Executive Square, Suite 200 #1047, San Diego, CA 92037

Contact: support@xpherium.com

1) Quick Summary (non-binding)

  • You upload data (from your CRM or spreadsheets); we analyze it and show insights.
  • You own your data; we can process it to run and improve the service.
  • Pricing is customized to your use case, number of users, and company type as agreed by both parties.
  • Don’t upload illegal or highly sensitive data unless we’ve agreed in writing.
  • We limit liability to fees paid in the last 12 months.
  • Disputes go to arbitration under California law.

The rest of these Terms are the binding agreement.

2) Agreement & Scope

These Terms govern your access to and use of Xpherium products, websites, APIs, and related services (the "Service"). If you’re using the Service on behalf of an organization, you represent that you have authority to bind that organization and that "Customer" refers to it.

3) Accounts & Eligibility

You must be at least 18 years old and able to form a contract. Keep credentials confidential; you’re responsible for actions under your account. We may refuse, suspend, or terminate accounts that violate these Terms.

4) Subscriptions, Trials & Billing

  • Plans & Fees. Pricing is customized to your use case, number of users, and company type as agreed by both parties (each, an "Order"). Fees are billed in advance per the Order and are non‑refundable except where required by law.
  • Trials. If offered, trials convert to paid unless you cancel before the trial ends.
  • Taxes. Fees exclude taxes; you’re responsible for applicable taxes.
  • Changes. We may adjust pricing on renewal or for expanded usage with prior notice and mutual agreement.

5) Your Content & Data

  • Customer Data. You retain ownership of data you upload or connect (e.g., CRM records, CSV/Excel files) ("Customer Data"). You grant Xpherium a worldwide, non‑exclusive, royalty‑free license to host, copy, process, transmit, and display Customer Data solely to provide and improve the Service.
  • Aggregated/De‑identified Data. We may create and use aggregated or de‑identified data that does not identify you or your customers for analytics, benchmarking, and improving the Service.
  • Data Responsibilities. You are responsible for (a) the accuracy and legality of Customer Data, (b) obtaining all necessary rights and consents, and (c) ensuring your use complies with laws.
  • Sensitive Data. Unless we agree in writing, do not upload special categories of data (e.g., health, PCI, government IDs, children’s data, biometric templates, or data subject to HIPAA/GLBA).

6) Privacy & Security

Our Privacy Policy explains how we collect and use personal information. We implement reasonable technical and organizational measures to protect Customer Data. No system is 100% secure; you acknowledge inherent risks of internet transmission.

Data Processing Addendum (DPA). If required by law, we will enter into a DPA with you. Where we act as a processor/service provider, you are the controller/business.

7) Acceptable Use

  • Do not violate laws; infringe IP or privacy rights;
  • Do not upload malware or attempt to breach security;
  • Do not use the Service to generate or send spam or unlawful messages;
  • Do not reverse engineer or circumvent technical limits;
  • Do not resell or offer the Service on a stand‑alone basis without our consent.

We may rate‑limit or suspend accounts that degrade performance or abuse APIs.

8) Third‑Party Services & Integrations

The Service may connect to third‑party tools (e.g., HubSpot, Salesforce, QuickBooks, Google reCAPTCHA, email/SMS providers). Your use of third‑party services is governed by their terms, and we’re not responsible for their actions or outages.

9) Features: Beta, AI, and Recommendations

Some features may be labeled Beta or Preview and are provided “as is,” may change, and may be subject to additional terms. Insights and recommendations are decision support, not professional advice; you remain responsible for outcomes.

AI-Generated Output Disclosure

Parts of the Service use artificial intelligence and machine-learning models to produce insights, summaries, scores, and recommendations. These outputs may contain errors, omissions, or inconsistencies and should be treated as decision support—not facts. You are responsible for reviewing, validating, and independently verifying outputs before relying on them and for any decisions you make based on them. We do not warrant the accuracy, completeness, or fitness of AI-generated outputs.

10) Service Availability & Support

We aim for high availability but do not guarantee uninterrupted service. We’ll provide support per your plan. We may modify features, impose limits, or discontinue parts of the Service with reasonable notice where practical.

11) Intellectual Property

  • Xpherium IP. We own the Service, software, models, templates, UX, and documentation. No rights are granted except as stated here.
  • License to You. For the term of your subscription, we grant you a limited, non‑exclusive, non‑transferable license to access and use the Service for your internal business purposes.
  • Feedback. If you provide suggestions, you grant us a perpetual, royalty‑free license to use them without restriction.

12) Confidentiality

“Confidential Information” includes non‑public information disclosed by either party. The receiving party will protect the other party’s Confidential Information using reasonable care and use it only to perform under these Terms. Exceptions apply for information that is public, independently developed, or rightfully obtained.

13) Compliance, Email & Anti‑Spam

If you use our messaging features, you must comply with anti‑spam laws (e.g., CAN‑SPAM, CASL). Obtain consent where required, include opt‑outs, and honor suppression lists. You’re responsible for your sending reputation and list hygiene.

14) Term & Termination

  • Term. These Terms start when you first use the Service and continue while you have an account or subscription.
  • Termination by You. You may cancel at any time; your subscription continues until the end of the current term.
  • Termination by Us. We may suspend or terminate for material breach, unlawful use, or risk to the Service.
  • Effect. Upon termination, your access ends. We’ll allow reasonable export of Customer Data if requested within 30 days of termination, unless prohibited by law.

15) Warranties & Disclaimers

EXCEPT AS EXPRESSLY STATED, THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE.” WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON‑INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICE WILL BE ERROR‑FREE OR UNINTERRUPTED OR THAT RESULTS WILL BE ACCURATE OR RELIABLE.

16) Limitation of Liability

  • No Indirect Damages. NEITHER PARTY IS LIABLE FOR ANY LOST PROFITS, LOST REVENUE, LOST DATA, OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES.
  • Cap. EACH PARTY’S TOTAL LIABILITY UNDER THESE TERMS IS LIMITED TO THE AMOUNTS PAID OR PAYABLE BY YOU TO XPHERIUM IN THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO LIABILITY.

These limits do not apply to (a) your payment obligations, (b) breach of Section 12 (Confidentiality) or Section 7 (Acceptable Use/Abuse), or (c) your indemnities.

17) Indemnification

You will defend, indemnify, and hold Xpherium harmless from claims, losses, and expenses (including reasonable attorneys’ fees) arising from your: (a) Customer Data; (b) breach of these Terms; or (c) use of the Service in violation of law or third‑party rights.

18) Export & Sanctions

You represent you are not located in a restricted country nor on any government sanctions list. You will comply with U.S. export control and sanctions laws.

19) Government Use

If used by or for the U.S. government, the Service is “commercial computer software” subject to restricted rights under applicable regulations.

20) Changes to the Terms

We may update these Terms occasionally. If changes are material, we’ll notify you (e.g., email or in‑app). Changes take effect on posting or at the stated effective date. Continued use after the effective date constitutes acceptance.

21) Governing Law; Dispute Resolution

  • Law & Venue. These Terms are governed by the laws of California, without regard to conflicts principles.
  • Arbitration. Any dispute will be resolved by binding arbitration in San Diego County, California, under the rules of JAMS by a single arbitrator. Either party may seek injunctive relief in court to protect IP or Confidential Information. YOU WAIVE CLASS ACTIONS AND JURY TRIALS.

22) Miscellaneous

  • Entire Agreement. These Terms, the Order(s), Privacy Policy, and (if applicable) DPA constitute the entire agreement.
  • Assignment. You may not assign without our consent, except to a successor in a merger or sale of substantially all assets with notice to us.
  • Severability; Waiver. If a provision is unenforceable, the rest remains in effect. Failure to enforce is not a waiver.
  • Notices. We may notify you via email or the Service. Legal notices to us at: support@xpherium.com.

Refund Policy

Refunds apply to subscription charges within 14 days of initial purchase when the service has not delivered as described. Usage-based charges are evaluated case-by-case.

To request a refund, contact support with your account email, invoice number, and a brief description of the issue. Approved refunds are issued to the original payment method within 5–10 business days.

  • Exclusions: third‑party fees, professional services, and charges older than 60 days.