Terms of Use

The working agreement that works

Most terms of service read like they were written by lawyers for lawyers—and frankly, that's because they usually are. But here's the thing: you shouldn't need a law degree to understand what you're agreeing to when you use Xperius. This document spells out the partnership between us and you in straightforward terms. We'll protect your data with industry-standard security, give you full ownership of what you create, and maintain availability so you can focus on what matters—turning research into impact. In return, we ask that you use our platform responsibly and pay your bills on time.

The bottom line: We built Xperius to solve real problems for UX researchers who are tired of tools that promise everything and deliver confusion. These terms reflect that philosophy: clear expectations, mutual respect, and a shared commitment to making user research actually useful. No fine print designed to trip you up; just the legal framework that lets us deliver the platform you need to bridge the gap between insights and action.

Version 1.0

1. Introduction

These Terms of Use (the "Terms" of “Terms of Use”) constitute a binding contract between Xperius, LLC ("Company", "we", "us", "our") and any individual or entity that establishes a an account with us ("Customer"), receives an invitation to access an account ("User Account" or "User"), or accesses the portal containing published content by Users ("Portal User"). These Terms govern the use of our cloud-based user research data management and analysis platform, opportunity tracking tools, browser-based applications, portal publication services, and any other product or service we offer now or may offer in the future (collectively, the "Services"). The Terms also encompasses usage of Services and products available through our website located at http://xperius.io (the "Website"). Users invited by a Customer to access a user account under that Customer shall receive access to the Services in accordance with the terms established by the Customer for their respective account. While these Terms of Use will govern your use of the Services and the Website, we may have other terms and licenses that are more tailored for each of the individual products we offer. You agree to be bound by all of those collective terms and conditions.

2. Acceptance of Terms

The Services and Website are provided subject to your acceptance and compliance with these Terms and our Privacy Policy http://xperius.io/privacy without modification. When creating an account, you must actively click "I have read and accept the Terms of Use and Privacy Policy" to proceed. Account creation without this explicit acceptance is prohibited. IF YOU DO NOT AGREE TO THESE TERMS AND PRIVACY POLICY IN THEIR ENTIRETY, YOU ARE PROHIBITED FROM USING OUR SERVICES. These Terms govern your access to and use of the Services made available to you.

3. License Grant and Restrictions

For all subscription plans, you are granted a limited, personal, non-exclusive, non-transferable license to access and use our Services. Your usage rights are subject to all terms and conditions specified in these Terms. As a licensed user, you agree not to engage in, nor permit others to engage in, the following prohibited activities:

Modify, copy, distribute, reproduce, translate, enhance, decompile, disassemble, decrypt, reverse engineer, or create derivative works of any component of the Services or Website;
Rent, lease, sell, sublicense, or otherwise transfer access to any portion of our Services;
Display, transmit, publish, broadcast, publicize, or present any aspect of our Services without our express written authorization;
Cause any of our intellectual property to be framed or embedded within another website without our explicit permission;
Transfer the Services to third parties or mirror the Services in any manner;
Circumvent, disable, or interfere with any security features or technological measures of our Services;
Remove, alter, circumvent measures to protect, or obscure any proprietary notices (including copyright or trademark notices) of Xperius LLC or its affiliates, partners, suppliers, or licensors;
Create derivative works based on any part of the Services or the Services as a whole; or
Utilize the Services for competitive analysis or for the development of competing products.

When you join a Customer’s account, such Customer will have executed a separate written agreement with us (the "Service Agreement") that authorized the Customer to create and configure the account for access by you and other users (each individual granted access to the Services, including you, is an "Authorized User"). The Service Agreement contains our commitments regarding delivery of the Services to the Customer. When an Authorized User (including you) submits content or information to the Services, including messages, information, data, or files ("Customer Data"), you acknowledge and agree that the Customer Data is owned by the Customer and subject to our use pursuant to the Terms and our Privacy Policy, and the Service Agreement may provide the Customer with choices and control over such Customer Data.

Except for your pre-existing rights and the license granted herein, we and our licensors retain all right, title, and interest in and to our Services, the Website, and related intellectual property rights. Our Services and those of our licensors are protected by applicable intellectual property laws, including United States copyright law and international treaties.

4. Account Registration, Fees, and Payment Terms

You agree to pay all fees associated with each service you purchase or utilize (including any applicable additional charges based on usage), in accordance with the pricing and payment terms presented to you for such services at http://xperius.io/pricing. All subscription plans include our pricing, billing frequency, renewal terms, and cancellation policies. We will make all attempts to provide you advance notice of any price changes affecting your renewal. If you do not receive advance notice, it will be your responsibility to review our pricing terms prior to your renewal.

Where applicable, billing will be processed using your selected payment method. If you elect to pay fees by credit card, you represent and warrant that the credit card information provided is accurate and current, and you will promptly notify us of any changes to such information. Your account shall remain active until the conclusion of the agreed contractual term. Monthly and annual subscriptions will be automatically renewed for the same period unless either party terminates your account in accordance with the notice requirements specified herein. Fees paid by you are non-refundable, except as provided in these Terms or as required by applicable law.

You may cancel your subscription at any time through the same method used to sign up (for example, your online account dashboard if you signed up online or your phone if you signed up by phone). Cancellation is effective at the end of the current billing period for all plans. Accounts will retain use of the Services through the end of their current billing period. No additional steps, confirmation calls, or retention offers are required.

In the event of payment default, we reserve the right to immediately suspend access to your account. You shall remain obligated to pay any outstanding unpaid amounts even though you will not have access to the Services. We reserve the right to pursue additional damages upon your default if the default is material enough to warrant additional damages.

All plans include a trial period ("Trial Account") for Services at no charge for the duration specified at http://xperius.io/pricing. Any trial period (and the features available during such period) may be modified at any time without notice. Upon expiration of the trial period, if payment information has not been provided, we reserve the right to delete the account and any associated Customer data.

Account registration is required to access our Services. You may register through the Website, directly with our sales team, through a third-party provider, or by using an invitation link provided by a Customer. You must provide accurate and complete information during the registration process, except where indicated otherwise on the registration form (such as optional fields). Xperius, LLC shall not be liable for any acts or omissions by you, including any damages resulting from such acts or omissions. The registration process and conclusion of the Service Agreement is complete only upon our activation of your account following your registration request. Upon approval, you will receive email notification of account activation. We are not obligated to enter into a Service Agreement with you or to activate any account or user license. We may decline registration requests at any time without notice or reason, resulting in non-activation of your account. In cases where we refuse account activation, all Customer Data you have provided will be deleted and any fees paid will be fully refunded.

5. Acceptable Use Policy

5.1. Responsibility for User Content

We accept no responsibility for the validity of any information or content in the Services and the Website or fitness for purpose of content uploaded by you or other Users ("User Content") to the Services. We do not examine whether uploaded content is appropriate and inoffensive, complies with the Terms specified in section 5.4, or is free from viruses, worms, trojan horses, ransomware, malware, adware, or other security vulnerabilities. You may encounter content that you find offensive, indecent, incorrect, or objectionable. We cannot guarantee the accurate identity of any User. YOU INTERACT WITH USERS AND UTILIZE USER CONTENT AVAILABLE THROUGH OUR SERVICES AT YOUR OWN RISK AND IN ACCORDANCE WITH GUIDANCE AND POLICIES ESATBLISHED BY THE CUSTOMER.

5.2. Account Security

You are responsible for maintaining the confidentiality of your account password. This responsibility includes not sharing your password with others, not permitting third parties to obtain your password, and taking all necessary steps to ensure its confidentiality. You, not Xperius, are responsible for all activity occurring in your account, whether conducted by you or any third party.

Information that could be used to infer a person’s identity, behavior, location, access technology, or is otherwise considered sensitive to the individual is considered “Personal Information”. This Personal Information can include name, user name, password, email address, phone number, physical address, date of birth, social security number, IP address, device ID, coordinates from a smartphone, financial information and accounts.

Please note that we will never request Personal Information via email, text message, or chat except to initially validate your identity on support and service calls that you initiate. WE WILL NEVER REQUEST YOUR PASSWORD THROUGH ANY COMMUNICATION CHANNEL FOR ANY REASON.

5.3. Third-Party Services and Integrations

Through the Services, you may be able to display, include, or make available third-party content (including data, information, applications, and other products or services) or provide links to third-party websites or services. As these are beyond our control, we are not responsible for third-party services regarding their accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality, or any other aspect. We do not assume and shall not have any liability or responsibility to you or any other person or entity regarding any third-party services. You must comply with applicable third-party terms of agreement when using them in connection with our Services. Third-party services and links are provided solely for your convenience, and you access and use them entirely at your own risk.

5.4. Prohibited Uses

When using the Services or Website, you shall comply with all applicable laws and legal provisions. You represent and warrant that any information you provide in connection with your use of the Services and Website is true, accurate, and complete to the best of your knowledge, and you will not upload or provide any information or content (including, but not limited to, documents, pictures, videos, graphics, files, texts) that is:

Unlawful or promotes unlawful activities;
Defamatory, discriminatory, obscene, or mean-spirited, or that harasses, abuses, threatens, or incites violence toward any individual or group based on religion, gender, sexual orientation, race, ethnicity, age, or disability;
Pornographic in nature;
Spam, machine-generated, randomly generated, or that constitutes unauthorized or unsolicited advertising, chain letters, any other form of unauthorized solicitation;
Any form of lottery or gambling;
Designed or intended to disrupt, damage, or limit the functionality of any software, hardware, or telecommunications equipment (such as viruses, worms, malware, adware, Trojan horses, hacking attempts, brute-force attacks, denial-of-service attacks) or to obtain unauthorized access to any data or information of any third party;
An infringement upon any proprietary right of any party, including patent, trademark, trade secret, copyright, right of publicity, or other rights;
An impersonation of any person or entity, including any of our employees or representatives; or
A violation of the privacy of any third party.

We reserve the right, but are under no obligation, to determine whether any content is appropriate and complies with these Terms in our sole discretion. We are entitled to refuse to display, remove, prevent access to, make amendments to, reformat, edit, or change any content we believe violates the law or these Terms without prior notice. If you violate these provisions, we may also limit, suspend, or revoke your access to the Services. Should any content be made unavailable or different in any ways we may need to retain copies of the original content for purposes of legal review or to satisfy a court order. We will retain this original content for a period of six (6) months.

Users may flag content that violates these Terms or that they find objectionable through the reporting mechanisms provided in the Services. We review flagged content and may remove, restrict access to, or take other appropriate action regarding content that violates these Terms or applicable law.

5.5. Age Restrictions

INDIVIDUALS UNDER THE AGE OF 17 ARE PROHIBITED FROM USING ANY OF THE SERVICES OR WEBSITE. We do not solicit nor knowingly collect Personal Information from individuals under the age of 17. You represent that you are over the age of 17 if you are an Authorized User or are an intended recipient of a Customer's invitation to the Services. If Xperius determines that you are under the age of 17 it reserves the right to immediately close your account and refuse you access to the Services. If you believe that we have unknowingly collected Personal Information from someone under the age of 17, please contact us immediately at legal@xperius.io. We will immediately verify these claims and, if proven accurate, take action to ensure such Personal Information is deleted in accordance with applicable laws.

6. Account Suspension and Termination

Your account will remain active unless and until you cancel it or we terminate it in accordance with these Terms.

If choosing not to renew, Customers with paid accounts must cancel their account and terminate these Terms no later than thirty (30) days' notice before the contractual term expires. You may cancel in your account dashboard, or by contacting us at accounts@xperius.io or 1-888-572-4609. Otherwise, we will charge the fees associated with your paid account to the credit card or debit card you provided during or after registration (or to another specified credit or debit card if you modify your settings). Once payment is processed, we will not provide refunds associated with renewal.

If you cancel your account during a billing cycle, you will not receive a refund except for the following reasons: (a) Xperius, LLC has materially breached these Terms and failed to cure that breach within thirty (30) days after you have notified us in writing; (b) a refund is required by law; or (c) we, in our sole discretion, determine a refund is appropriate.

You may cancel your trial or beta period at any time, but if you do not provide payment information before the period expires, your account will be terminated.

Upon termination, you will be able to access your data in read-only mode and download it. The data will be available for at least two (2) weeks after termination before we completely delete your account and all associated data, after which any data you have not saved elsewhere will be permanently lost.

We may limit, suspend, or terminate your Account and access to the Services at any time for any of the following reasons: (a) you have materially breached these Terms and failed to cure that breach within thirty (30) days after we have notified you in writing; (b) you fail to pay fees promptly and in accordance with the agreed Service Agreement terms; (c) if you use the Service in a manner that creates legal liability for us or disrupts others' use of the Service; (d) we must investigate suspected misconduct by you, your representatives, or any Authorized Users you have enabled; or (e) Xperius, LLC, or its successor, ceases operations.

Termination of these Terms will not limit any of our rights or remedies at law or in equity in case of breach by you during the term of the Service Agreement.

7. Service Provision Agreement

7.1. Modifications and Updates

We reserve the right to modify; suspend; or discontinue, temporarily or permanently; the Services with or without notice. Although we will do our best to provide notification of any planned modification, suspension, or discontinuation to you at least forty-eight (48) hours prior to it occurring. Modifications may include enhancements or improvements to features and functionality of the Service as well as performance and security improvements, bug fixes, updates, and upgrades.

In the process of modifying, suspending, or discontinuing, existing features and functionality in the Services may no longer operate as previously configured and may not be backwards compatible with legacy data. We make no guarantees regarding the continued provision of any features and functionality. We have no obligation to provide updates on specific features and functionality or the Service as a whole, except where obligated in our Service Agreement or by law. There are no options to utilize previous versions of the Service after updates are implemented. The Customer hereby agrees and acknowledges that its acceptance of these updates as a component of the Services is a prerequisite to these Terms and use of the Services.

We will endeavor, regardless of updates, suspension, or discontinuation, to ensure you have access to data in some form and will work with you to extract data in an appropriate format should the need arise.

You agree that we may collect and utilize technical information through the Services, Website, or other business operations provided to you. Data captured in this manner will only be used to improve the Services, Website, and Our other business operations.

7.2. Security Measures

We will store, transmit, and otherwise protect the security, confidentiality, and integrity of your Customer Data and account information in a manner consistent with applicable industry security standards for sensitive data. We will ensure Customer Data is encrypted in transit and at rest and that all Customer Data is securely associated with an Organization ID to ensure data is properly segregated from other organizations. While we employ industry-standard security measures to protect Customer Data, the Customer and all Authorized Users are also responsible for maintaining their own security measures as specified in sections 5.1, 5.2, and 5.3.

If you suspect any unauthorized access or security breach to your account, you must notify us immediately via email at support@xperius.io. Our team will cooperate with you to handle any investigations related to the incident.

7.3. Service Availability and Maintenance

We will make reasonable efforts to maintain Service availability. We are not responsible for downtime due to technical or other issues beyond our reasonable control (e.g., force majeure events, third-party negligence, etc.). We reserve the right to interrupt Service availability for maintenance and other technical procedures. We will attempt to notify Customers and Authorized Users with advance notice regarding interruptions and maintenance procedures estimated to last longer than ten (10) minutes.

7.4. Data Portability

You have the right to export your data from the Service in a structured, commonly used, and machine-readable format. We provide data export functionality through your account dashboard, allowing you to download your data in multiple formats including, but not limited to, JSON and CSV as appropriate for different data types.

Data export requests are processed within thirty (30) days of request submission. For large datasets, we may provide the data in multiple files or through secure transfer methods. Export includes all Customer Data as defined in Section 8.1, but excludes proprietary Service algorithms, methodologies, and system-generated analytics frameworks used to generate any derivatives of the data.

Upon reasonable request and with appropriate notice, we will provide technical assistance to facilitate data migration to alternative Services, including documentation of data formats and structures to ensure successful transfer.

7.5. Artificial Intelligence and Automated Decision-Making

The Services incorporate artificial intelligence and machine learning technologies to provide enhanced research capabilities, including but not limited to: intelligent data search and querying functionality, automated pattern recognition within collected research data, algorithmic recommendations for research insights and strategic opportunities, and content organization systems for stakeholder portal configuration. These AI capabilities are designed to assist and enhance human decision-making, not replace it.

Our AI systems are trained and operated solely to improve the functionality of Services and provide research analysis tools. AI processing may include analysis of aggregated, anonymized data patterns to enhance service quality and develop new features.

While we implement measures to minimize algorithmic bias, no AI system is perfect. All significant research decisions and conclusions should be validated through human review. We strongly recommend that Users apply professional judgment and domain expertise when interpreting AI-generated insights and recommendations.

The Services do not make final research conclusions or business decisions automatically. All research findings, strategic recommendations, and opportunity identifications are generated as suggestions that require human review and validation. Users retain full control over all research conclusions and business decisions based on Service analysis.

AI Disclaimer: AI-generated insights and recommendations are provided for informational purposes only and should not be considered as professional advice. Users are responsible for validating all AI-generated content and conclusions through appropriate human review and professional judgment. AI is constantly changing and evolving, as a result, there may be some situations where AI results do not accurately reflect the outputs expected. It is imperative that you do not rely solely on any AI generated contact without human review and application of judgement.

8. Crisis Response Protocols

8.1. Crisis Definition and Response Framework

A "crisis" includes any event that significantly impacts Services operation, Customer Data security, regulatory compliance, or business continuity, including but not limited to: data security breaches, extended service outages exceeding SLA commitments, regulatory investigations or enforcement actions, significant legal claims or litigation, key personnel unavailability, and force majeure events affecting service delivery.

We maintain a crisis response team including designated roles for technical leadership, legal counsel, customer communications, and executive decision-making. Our crisis response team is available 24/7 for critical incidents affecting data security or service availability.

8.2. Service Continuity and Data Protection

We maintain backup systems, alternative operational procedures, and recovery protocols designed to minimize service disruption during crisis events. Our business continuity plan includes provisions for key personnel succession and alternative service delivery methods.

In the event of any crisis affecting data security, we will immediately implement containment measures, preserve forensic evidence as legally required, and cooperate with law enforcement investigations while protecting customer confidentiality to the maximum extent legally permissible.

9. Intellectual Property Rights

9.1. Customer Data Ownership

Customers retain all rights to the data they upload, input, create, design, or manipulate using the Services. We claim no right, title, or interest in Customer Data from Customers or Authorized Users. Trial Accounts and accounts in the Beta program also retain the same rights to the data they upload, input, create, design, or manipulate ("Trial Data"). Free Accounts do not retain these rights unless and until they upgrade to a Customer Account. These rights remain in effect even after a Customer Account has been terminated. For the purpose of making the Services available to the User, the User grants Xperius, LLC and its affiliates a worldwide, non-exclusive, royalty-free license to host, use, reproduce, transmit, and display the Trial Data and any Customer Data.

9.2. Services Ownership

All intellectual property developed, adapted, modified, or created by us, our managers, officers, employees, contractors, affiliates, and agents, including but not limited to our Services, the Website, and all other materials will at all times vest, or remain vested, in us. This includes software, databases, equipment, or other materials developed or provided, such as analyses, designs, documentation, reports, templates, proposals, as well as preparatory materials. You further acknowledge and agree that the Services, Website, and all other materials in their entirety, including all right, title, and interest, are the intellectual property of Xperius, LLC. We retain all rights not expressly granted in these Terms.

Any rights granted to a Customer or User shall always be non-exclusive and non-transferable to third parties.

9.3. Additional Intellectual Property Rights

All content of the Website, newsletters, documentation, Services (excluding Customer Data), and other technologies will be solely and independently subject to the intellectual property rights and copyright registration of Xperius, LLC.

Users shall not remove or modify any designation concerning the confidential nature or concerning copyrights, trademarks, business names, or other intellectual property rights of the Services and Website. Users shall notify Xperius, LLC by contacting legal@xperius.io as soon as practicable after they become aware of:

Any actual, threatened, or suspected infringement of any intellectual property, any related material, or of any breach of confidence regarding any of the foregoing; or
Any claim brought against themselves alleging that their use of the Services, the Website, any related material, any intellectual property, or other rights belonging to or alleged to belong to a claimant.

10. Confidentiality

If any confidential information and trade secrets are disclosed by either Party during the course of using the Services, such information should be treated with strict confidentiality and that Party will not disclose such information to any other Party without the prior written consent of the other Party. Confidential Information includes without limitation:

Your Customer Data;
Information relating to your technology, customers, business plans, promotional and marketing activities, finances, and other business affairs; and
Third-party information that you are obligated to keep confidential.

However, information is not regarded as confidential if such information was

Already in the public domain;
Documented in the files of the non-disclosing Party at the time of disclosure, or which subsequently became available to the public without any breach of these Terms, except for disclosures permitted in these Terms;
Independently developed or acquired by us without the use of or reference to any Confidential Information; or
Disclosed given your direct, written approval for disclosure.

Each Party will take reasonable precautions, including, without limitation, all precautions it takes to protect its own confidential information, to prevent any disclosure of the other's confidential information. We may disclose your confidential information when required by law or legal process, but only after we, if permitted by law, use commercially reasonable efforts to notify you to give you the opportunity to challenge the requirements to disclose at your sole cost and expense.

11. Governing Law

These Terms shall be governed and construed in accordance with the laws of North Carolina. Both parties irrevocably consent that the courts of North Carolina in the United States shall have exclusive jurisdiction to resolve any dispute which may arise in connection with these Terms.

12. Dispute Resolution and Jurisdiction

12.1. Dispute Resolution Process

We prefer to address your concerns before entering into formal legal proceedings. Before either Party files a claim against the other Party, the Parties agree to attempt to resolve the dispute informally via email or telephone communication.

If both Xperius, LLC and Users ("Parties") involved in a dispute are unable to resolve a dispute through informal negotiations (after no fewer than fifteen (15) working days from the cause of action), the dispute (except those disputes expressly excluded below) will be finally and exclusively resolved by binding arbitration. The dispute may be referred by either Party by providing written notice to the other Party. YOU UNDERSTAND THAT WITHOUT THIS PROVISION, YOU WOULD HAVE THE RIGHT TO SUE IN COURT AND HAVE A JURY TRIAL. The arbitration shall be commenced and conducted under the Commercial Arbitration Rules of the American Arbitration Association ("AAA") and, where appropriate, the AAA's Supplementary Procedures for Consumer Related Disputes ("AAA Consumer Rules"), both of which are available at the American Arbitration Association (AAA) website. The language of the arbitration will be English. The number of arbitrators shall be one (1). Your arbitration fees and your share of arbitrator compensation shall be covered by the AAA Consumer Rules and, where appropriate, limited by the AAA Consumer Rules. If such costs are determined by the arbitrator to be excessive, we will pay all arbitration fees and expenses. The arbitration may be conducted in person, through the submission of documents, by phone, or online. The arbitrator will make a decision in writing but need not provide a statement of reasons unless requested by either Party. The arbitrator must follow applicable law, and any award may be challenged if the arbitrator fails to do so. Except where otherwise required by the applicable AAA rules or applicable law, the arbitration will take place in Wake County, North Carolina. Except as otherwise provided herein, the Parties may litigate in court to compel arbitration, stay proceedings pending arbitration, or to confirm, modify, vacate, or enter judgment on the award entered by the arbitrator.

If for any reason, a dispute proceeds in court rather than arbitration, the dispute shall be commenced or prosecuted in the state and federal courts located in Wake County, North Carolina, and the Parties hereby consent to, and waive all defenses of lack of personal jurisdiction and forum non conveniens with respect to venue and jurisdiction in such state and federal courts. Application of the United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transaction Act (UCITA) are excluded from these Terms.

In no event shall any dispute brought by either Party related in any way to the Services be commenced more than two (2) years after the cause of action arose. For claims involving hidden defects or issues not reasonably discoverable through ordinary use, the limitation period begins when the defect is discovered or reasonably should have been discovered.

12.2. Arbitration Restrictions

The parties agree that any arbitration shall be limited to the dispute between the parties individually. To the full extent permitted by law:

No arbitration shall be joined with any other proceeding;
There is no right or authority for any dispute to be arbitrated on a class-action basis or to utilize class action procedures; and
There is no right or authority for any dispute to be brought in a purported representative capacity on behalf of the general public or any other persons.

12.3. Exceptions to Arbitration

The parties agree that the following disputes are not subject to the above provisions concerning binding arbitration:

Any disputes seeking to enforce or protect, or concerning the validity of, any of the intellectual property rights of a Party;
Any dispute related to, or arising from, allegations of theft, piracy, invasion of privacy, or unauthorized use; or
Any claim for injunctive relief.

13. General Provisions

13.1. Waiver

No failure or delay by either Party in exercising any right under these Terms will constitute a waiver of that right. No waiver under these Terms will be effective unless made in writing by an authorized representative of the Party being deemed to have granted the waiver.

13.2. Severability

These Terms will be enforced to the fullest extent permitted under applicable law. If any provision of these Terms is held to be void, invalid, illegal, or unenforceable in a final, non-appealable order, that provision (or that part of the provision) will be severed from the Terms and the remaining provisions of the Terms will remain in effect. If a court finds any liability limitation unenforceable, the court should modify such limitation to the maximum extent permitted by law rather than invalidating it entirely. The parties will make good faith efforts to substitute any unenforceable provision with one that is enforceable and aligns closely with the intention of the original provision.

13.3. Assignment

You may not assign any of your rights or delegate your obligations under these Terms without our prior written consent. We may assign our rights under these Terms to any of our affiliates or subsidiaries, or to any successor in interest of any business associated with the Services without your consent in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of our assets. These Terms will be binding upon and will inure to the benefit of the Parties, their successors, and permitted assignees.

13.4. Survival

Sections 3, 4, 5, 7, 8, 9, 11, and 12 will survive any termination or expiration of these Terms. These obligations will last for the time stated in each section, or if no time is given, they will continue indefinitely until fully satisfied. Both Parties understand that breaching these remaining obligations could lead to legal action, such as claims for damages or a court order to enforce them. If there is any ambiguity about these Terms, they will be interpreted to best reflect the original intent, ensuring these important obligations are protected and enforced.

13.5. Feedback and Suggestions

Any feedback, suggestions, ideas, or other information or materials (collectively, "Feedback") that you provide us in connection with the Service, Website, or any form of communication or interaction between you and Xperius, LLC shall be the exclusive property of Xperius, LLC. By providing such Feedback, you irrevocably assign to Xperius, LLC all rights, title, and interest in and to the Feedback, including any intellectual property rights, without any obligation of compensation or attribution. Xperius, LLC shall have the unlimited, unrestricted, and perpetual right to use, modify, exploit, sub-license, transfer, and incorporate the Feedback into its Service, Website, and business operations. You waive any moral rights you may have in the Feedback to the fullest extent permitted by law.

13.6. Marketing and Publicity

You grant us the right to use your company's name and logo as a reference for marketing, educational, or promotional purposes on the Website and in other public or private communications with our existing or potential customers. If you do not wish to be used as a reference, send an email to legal@xperius.io stating your preferences regarding the use of your company's name and logo, and we will make appropriate changes to our communications within fourteen (14) days.

13.7. Entire Agreement

These Terms contain the entire agreement between the Parties and supersede all prior and contemporaneous agreements, proposals, or representations, written or oral, concerning its subject matter. To the extent of any conflict or inconsistency between the provisions in these Terms and any pages referenced in these Terms, the terms of these Terms will first prevail; provided, however, that if there is a conflict or inconsistency between the Service Agreement and these Terms, the terms of the Service Agreement will first prevail, followed by the provisions in these Terms, and then followed by the pages referenced in these Terms (e.g., the Privacy Policy). Customers will be responsible for notifying Authorized Users of those conflicts or inconsistencies, and until such time the terms set forth herein will be binding.

13.8. Modifications to Terms of Use

We reserve the right to modify the Privacy Policy and our Terms of Use at any time. Changes to these Terms will apply only to account renewals and new accounts created after the effective date of the changes. Existing customers may complete their current Contract term under the original terms that were in effect when they signed up.

We will notify you by email of any material changes to these Terms at least thirty (30) days before the changes take effect. For significant changes affecting liability, pricing, or core service features, we will also provide notice through the Services interface.

Changes to these Terms will not apply retroactively to disputes or claims arising before the effective date of the changes. Any disputes arising before the effective date will be governed by the Terms in effect at the time the dispute arose.

Your continued use of the Service after receiving notice of changes (but not before the effective date) will constitute acceptance of the modified Terms only for new contract periods or renewals.

13.9. Contact Information

If you have questions or concerns about the Terms stated herein, please contact us at:

legal@xperius.io