Terms of Use

Last Updated: June 8, 2024

Acceptance of Terms of Service

These Terms of Service (this "Agreement") are between you and Mavenvik Consulting Pvt Ltd ("we", "us", "our", "Company") govern your access to and use of XpandrAI Platform Technology and its corresponding services ("XpandrAI or "the product"), developed and hosted by Mavenvik Consulting Pvt Ltd. "You" refers to the person or entity that uses XpandrAI, regardless of whether they are a frequent user or a visitor of the product. If you are accessing the product on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind that entity to these Terms of Use, and "User" (or "you" and "your" as the context may require) will refer to that entity. By accessing or using any portion of XpandrAI, you represent and warrant that (i) you have read and understood this Agreement and (ii) you confirm your agreement to be bound by the terms of this Agreement. If you do not agree to this Agreement, you may not access or use the product. Company may immediately withdraw, discontinue, amend, or terminate your use of the product or any portion thereof, at any time for any reason, at its sole discretion without notice. This agreement contains (1) an arbitration provision; and (2) a waiver of rights to bring a class action lawsuit against us, to the greatest extent permitted by applicable law. By using XpandrAI, you agree to these provisions.

Description of the Product:

XpandrAI is a generative marketing Product which leverages the power of AI and Integrations built over several upstream and downstream marketing applications in the marketing value chain to automate marketing processes and bring in efficiencies, improvements in our customers marketing journey.

Product offerings and Usage:

XpandrAI offers multiple solutions including generation of content using AI, automated social media postings, emailing, SMS, etc., In our quest for continuous improvement, we make all efforts in improving our product offerings. In view of this, our product or service offerings or features are subject to change without any prior intimation or notice. We encourage you to refer to our customer communications and website for regular updates, if any. You also agree to use our Product or Services only for the purposes defined in our 'user agreement' and shall not engage in any prohibited activity as defined here or as per applicable laws.

Changes to our Services; Changes to the Agreement:

Features of XpandrAI are subject to change. Company may remove or add functionalities or features from the product at any time. Company reserves the right to amend this Agreement at any time. All changes are effective immediately once posted to our website at https://www.xpandrai.com/, and we will use reasonable efforts to alert you about any changes by updating the "Last Updated" date of this Agreement. By continuing to use XpandrAI after the date such revised Agreement is posted, you will be subject to, and be deemed to have accepted, the changes therein.

Responsibilities of Customer:

a. Customer Account:

Customer may need to register for an Account in order to place orders or access or receive the Services. Customer agrees to keep its Account information current, accurate and complete so that XpandrAI may send notices, statements and other information to Customer via email or through its Account, which notifications will be subject to this Agreement and the Privacy Notice. Customer will be responsible for maintaining the confidentiality of User login information and credentials for accessing the Services and will notify XpandrAI promptly of any loss, misuse, or unauthorized disclosure of such login information and/or credentials of which Customer becomes aware. XpandrAI and its Affiliates will not be liable for any damage or loss that may result from Customer's breach of the foregoing obligations. You may not register an account if you are under the age of 18. You are fully responsible for the activity on your account.

b. Use Restrictions.

Customer may only use the Services in accordance with the Documentation, subject to the use limitations indicated in any Service Order Form pursuant to which Customer subscribes to the Product/Services, and the terms of this Agreement. Customer agrees to comply with the XpandrAI Terms of Use Policy (as defined below) which is hereby incorporated into this Agreement. Customer further agrees not to use the XpandrAI Platform (as defined below) to: (i) process data on behalf of any third party other than Customer's Users and End Users; (ii) use the Service or XpandrAI Technology in violation of applicable law (iii) store or transmit any content that infringes upon our or any third party's intellectual property rights; or (iv) for competitive intelligence or performance benchmarking purposes.

c. In addition, Customer will not:

(v) license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share or otherwise commercially exploit or make the XpandrAI Technology available to any third party other than Users and End Users, and then only in furtherance of its permitted business purposes as expressly permitted by this Agreement; (vi) falsely imply any sponsorship or association with XpandrAI; (vii) decompile, reverse engineer, disassemble, reproduce, or copy or otherwise access or discover the source code or underlying program of any portion of XpandrAI Technology.

d. By using the product, you acknowledge that:

you have only a limited, non-exclusive, non-transferable license to use the product. Any distribution or reproduction of any content from XpandrAI other than what is expressly permitted in this Agreement is prohibited. You are solely responsible for obtaining subscriptions, email addresses/phone numbers, Internet or data network access etc., necessary to use the product and any updates thereto. We do not guarantee that the product, or any portion thereof, will function on any particular hardware or device or that use of the product will be uninterrupted or free from delays or malfunctions.

Customer Data:

a.

The Company collects, processes and uses certain data about You, including but not limited to, email addresses, first and last names, avatars, queries, Authentication metrics, heatmaps or analytics of our website. The Company does not store, collect or otherwise use passwords. We encourage you to read the Company's Privacy Policy for specific information pertaining to your rights with respect to our collection, use, and disclosure of such data.

b. Use of Customer Data:

As between the parties, Customer and its licensors retain all right, title and interest (including any and all intellectual property rights) in and to the Customer Data and any modifications made thereto in the course of the operation of the XpandrAI platform. Subject to the terms of this Agreement, Customer hereby grants to XpandrAI and its Affiliates a non-exclusive, worldwide, royalty-free right to process the Customer Data solely to the extent necessary to provide, maintain, and improve the XpandrAI Technology and perform all related obligations owed to Customer under this Agreement, or as may be required by law. Customer is solely responsible for the accuracy, content and legality of all Customer Data. Customer warrants that Customer has and will have sufficient rights in the Customer Data to grant the rights to XpandrAI under this Agreement.

c. Data Security:

The parties will comply with the terms of this Agreement by this reference, with respect to the provision and processing of Personal Data as defined in the DPA. XpandrAI will use appropriate technical and organizational measures in the Services to protect the Customer Data from unauthorized access, processing, loss, or disclosure. XpandrAI measures are designed to provide a level of security appropriate to the risk of processing the Customer Data within the Services. Customer understands that XpandrAI and its Affiliates will process Customer Data in accordance with applicable data protection laws, this Agreement, and the Privacy Policy.

d. Hosted Data:

Some of our Services include processing data on behalf of our Customers (You) in relation to applications, tools or software that we provide ("Hosted Data"). Save for the limited circumstances set out in use if XpandrAI, we are not the data controller of this Hosted Data as we do not determine the purposes or the means of the processing. You would indemnify us of all claims, penalties or fees arising out of any litigations that might arise out of processing such "Hosted Data" and shall agree that you will take all measures applicable by relevant jurisdictions and laws applicable on such Data and will also take up responsibility and ownership for any failure to comply with such laws or regulations.

Fees and Purchase Terms:

Payment:

If you subscribe to XpandrAI or make any other purchases within the product, you acknowledge and agree: (a) to pay all fees or charges in accordance with any and all applicable terms stated therein; (b) to provide accurate, current and complete payment information; (c) that Company or its payment processor(s) (as applicable) may retain any such payment information, including, but not limited to all debit and credit card information; and (d) that you will be charged for all fees and charges due and payable hereunder and that no additional notice or consent is required to use the payment information you provide. You agree to keep your payment information up to date.

Refund & Cancellation Policy:

At XpandrAI, we are committed to providing high-quality AI-powered solutions tailored to support your business goals. To help you evaluate our product and ensure it aligns with your requirements, we offer a $14-day free trial with full access to all core features, without requiring any upfront payment. We strongly encourage all users to take advantage of this trial period to explore the platform, assess its value, and determine its suitability for their business needs. Once a subscription is purchased and the billing cycle begins, we do not offer refunds—either in full or in part. This policy applies to all plans and billing terms. Given the nature of our service as a digital, usage-based product with immediate access upon activation, it is not feasible to process refunds post-purchase. We believe in transparency and fairness, and our team is available to assist you during your trial period to ensure you have all the information you need to make an informed decision. If you have any questions or concerns regarding this policy, please feel free to contact us at support@xpandrai.com.

Late Payments:

If undisputed Fees are more than thirty (30) days overdue, then, following written notification from us, we may suspend Customer's access to the XpandrAI Technology, including, without limitation, Customer's Account, until such unpaid Fees are paid in full.

Service Subscription Fees:

You will be responsible for payment of the applicable fee for XpandrAI (each, a "Service Subscription Fee"), if any at the time you create your Account and select your monthly or annual subscription package (each, a "Service Commencement Date"). Except as set forth in the Agreement or where prohibited by law, all fees for XpandrAI are non-refundable. No contract will exist between you and Company for the product until Company accepts your order by a confirmatory e-mail or other appropriate means of communication.

Applicable Taxes:

The Fees do not include any taxes, levies, duties, or similar governmental assessments, including value-added, sales, use or withholding taxes assessable by any local, state, provincial or foreign jurisdiction (collectively "Taxes"). Customer agrees to pay applicable direct or indirect Taxes associated with its purchases hereunder, which, to the extent XpandrAI is legally required to collect the same, will be itemized on the XpandrAI invoice. If Customer has an obligation to withhold any amounts under any law or tax regime, Customer will gross up the payments so that XpandrAI receives the amount actually quoted and invoiced. If XpandrAI has the legal obligation to pay or collect Taxes for which Customer is responsible under this section, the appropriate amount will be invoiced and paid by the Customer, unless, prior to the invoice date, the Customer provides XpandrAI with a valid tax exemption certificate authorized by the appropriate taxing authority.

Term, Termination and Suspension

a. Term.

This Agreement is effective as of the Effective Date (or, for online Customers, the date of sign up on the Website) and will continue through the then-current Subscription Term. Service Plans commence on the start date specified in the relevant SOF (or, for online Customers, the date of sign up on the Website) and continue for the Subscription Term specified therein.

b. Renewal.

Unless a party gives written notice of non-renewal at least sixty (60) days prior to the expiration of the relevant Subscription Term, Service Plans will automatically renew at the same number of subscriptions and at the same Service Plan, for a period equal to the previous Subscription Term. We reserves the right to increase the Fees at the beginning of each Subscription Term, including any automatically renewed term. Any Fees for a renewed Subscription Term are due upon the date of renewal.

c. Suspension.

We may suspend Customer's access to the Services, Software, Mobile Apps and/or Customer's Account, on the following grounds: (i) late payment/non-payment of undisputed Fees, per the process noted here; (ii) non-renewal of the Services by Customer; (iii) Customer's or its Users' breach of Use Restrictions defined here; or (iv) in the event suspension is deemed necessary by us to prevent or address the introduction of Malicious Software, a security incident, or other harm to Customer, us, or XpandrAI's other customers. W will notify Customer of any such suspension. XpandrAI will use diligent efforts to attempt to limit, where commercially feasible, the suspension to affected Users or XpandrAI Technology, and will immediately restore the availability of the same as soon as the issues leading to the suspension are resolved. Such suspension will in no way affect Customer's other obligations under this Agreement.

d. Termination for Cause.

Either party may terminate this Agreement by written notice to the other party in the event that (i) such other party materially breaches this Agreement and does not cure such breach within thirty (30) days of such notice, or (ii) immediately in the event the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors.

e. Free Trial Customers:

Upon the expiration of the Customer's free trial, if any, XpandrAI may immediately suspend Customer's access to the Services, in case you choose not to extend or purchase our subscription. In such case, Customer must export Customer Data before the end of the free trial or Customer Data will be permanently deleted. Notwithstanding anything to the contrary in this Agreement XpandrAI will have no obligation to maintain, store or otherwise retain Customer Data beyond the end of the free trial period.

Third Party Payment Processors:

Company may use any third-party service provider for payment services (e.g., card acceptance, merchant settlement, and related services), which may change from time to time. By subscribing to XpandrAI, you agree to be bound by the relevant third party's terms and conditions at the time of use, and hereby consent and authorize the 'Third Party" to share any information and payment instructions you provide with one or more third party service provider(s) to the minimum extent required to complete your transactions.

Third-Party Responsibility:

XpandrAI may contain links to other websites and online services operated by third parties. These links are not an endorsement of, or representation that we are affiliated with, any third party. In addition, our content may be included on web pages or online services that are not associated with us. We do not control any third-party websites or online services, and we are not responsible for their actions. Other websites and services follow different rules regarding the collection, use, and sharing of your Personal Information. We encourage you to read the privacy policies and terms of service of the other websites and online services you use. You acknowledge that XpandrAI uses publicly available artificial-intelligence algorithms to generate content for you and that such algorithms may create content that is offensive or incorrect. XpandrAI's output cannot be cleared for public use and may be similar, or identical, to existing published content. Company takes no responsibility, and disclaims all liability, for the content output by XpandrAI.

XpandrAI's Intellectual Property Rights:

XpandrAI and its logos, designs, trade dress, trademarks, slogans, original content, features, and functionality, including but not limited to, XpandrAI's "look and feel" and all information, inventions, algorithms, source code, computer software, methods, text, displays, images, artwork, graphics, Prompts, video and audio, and the design, implementation, selection, and arrangement thereof contained in the product (collectively, "Company IP") are owned by Company or its licensors and are protected by copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws. Accordingly, you agree not to: (i) reproduce, reformat, distribute, modify, create derivative works of, publicly display, publicly perform, promote, publish, download, store, license, sublicense, or transmit any Company IP to a third party except as allowed by law or as necessary to use the product for their intended purposes in compliance with this Agreement, (ii) attempt to decompile, reverse engineer, or read-out any Company IP, (iii) or delete or alter any copyright, trademark or other proprietary rights notices from any Company IP. Except for the limited license granted herein, neither this Agreement nor your use of the product convey or grant to you any right, title, or interest: (i) to any Company IP in or related to the product or (ii) to use or reference in any manner Company's company names, logos, product and service names, trademarks or services marks or those of Company's licensors. All rights not expressly granted are reserved by Company.

Prohibited Activities:

By using XpandrAI, you represent, warrant, and agree that you will abide by all of the terms of this Agreement, applicable state, and federal laws. This includes refraining from prohibited activities such as:

• Taking any action that infringes upon or violates the rights of anyone else, including Company ;
• Impersonating a third party or business;
• Violating applicable laws;
• Activity that is harmful, fraudulent, deceptive, threatening, harassing, defamatory, obscene, or otherwise objectionable;
• Actions that may jeopardize the security of your account or others' accounts;
• Violating the security of any computer network, internet connection, encrypted data, or the like;
• Modifying, adapting, hacking or emulating the product;
• Circumventing or attempting to circumvent any filtering, security measures or other features designed to protect the product, or third parties;
• Using XpandrAI to distribute deceptive or false source-identifying information or any virus, trojan horse, time bomb, or other malicious code or technologies that may damage, interfere with, harm, or attempt to damage XpandrAI, Company, or any of its users; or
• Decompiling, reverse engineering, or otherwise attempting to obtain the source code or underlying ideas or information of or relating to the product.
• Generating, posting or circulating, processing of any kind of illegal, harmful, offensive, defamatory, obscene, harmful or objectionable content as applicable in relevant jurisdictions using XpandrAI or its services.

Failure to refrain from any prohibited activities may result in your account being suspended or terminated.

Disclaimer of Warranties, Limitation of Liability, and Indemnification:

Your use of XpandrAI Is at your sole risk. XpandrAI And all associated services are provided on an "as is" and "as available" basis. Company disclaims all representations, conditions, guarantees, or warranties of any kind, express or implied, including, without limitation, the warranties of merchantability, fitness for a particular purpose, and non-infringement. Company does not represent or warrant that XpandrAI Or other services will be available error-free, virus-free, secure, or without interruption. XpandrAI may be subject to limitations, delays, and other problems inherent in the use of the internet and electronic communications and company is not responsible for any delay, delivery failures, or other damage resulting from such problems.

In no event shall company, its affiliates, licensors, service providers, employees, directors, officers, shareholders, or agents be liable to you or any third party, whether in contract, warranty, tort (including negligence) or otherwise, for any indirect, special, incidental, consequential, exemplary, liquidated, or punitive damages, including but not limited to loss of profit, revenue, or business, arising in whole or in part from your access to, or use of XpandrAI, Or for any loss or damage caused by your reliance on information obtained on or through XpandrAI, even if company has been advised of the possibility of such damage. Except as expressly stated above, company's liability to you for any cause whatsoever and regardless of the form of the action will at all times be limited to one hundred dollars usd ($100 usd).

You agree to defend, indemnify, and hold company, its affiliates, licensors, service providers, employees, directors, officers, shareholders, or agents harmless from any claims, losses, liability costs, and expenses (including but not limited to attorney's fees) arising from (i) your violation of any third party's rights, (ii) your use of XpandrAI, or (iii) your breach or violation of this agreement.

Termination of Service

You may terminate this Agreement at any time by terminating your account with XpandrAI. So long as you continue to access XpandrAI, this Agreement is still in effect. Company may immediately terminate this Agreement at any time and for any reason (and therefore, your right to access and use the product) by terminating your access to XpandrAI.

Arbitration Clause and Class Action Waiver:

To the maximum extent permitted under applicable law, any claim, dispute, or controversy of whatever nature arising out of or relating to this agreement and/or the website must be resolved by final and binding arbitration under the indian jurisdiction rules for arbitration of consumer-related disputes. To the maximum extent permitted under applicable law, you are giving up the right to litigate (or participate in as a party or class member) all disputes in court before a judge or jury.

By agreeing to this agreement, arbitration clause & class action waiver, you and company are giving up the right to participate as a class representative or class member on any class claim that either side may have against the other, including any right to class arbitration or any consolidation of individual arbitrations. Any provision of applicable law notwithstanding, the arbitrator will not have authority to award damages, remedies, or awards that conflict with this Agreement. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of, related to or connected with the use of XpandrAI or this Agreement must be filed within one (1) year after such claim of action arose or be forever banned. Unless you and Company agree otherwise, any arbitration hearings between you and Company will take place in Telangana, India.

If any portion of this arbitration clause is found to be unenforceable or unlawful for any reason: (1) the unenforceable or unlawful provision shall be severed from this Agreement (2) severance of the unenforceable or unlawful provision shall have no impact whatsoever on the remainder of this arbitration clause or the parties' ability to compel arbitration of any remaining claims on an individual basis pursuant to the arbitration clause; and (3) to the extent that any claims must therefore proceed on a class, collective, consolidated, or representative basis, such claims must be litigated in a civil court of competent jurisdiction and not in arbitration, and the parties agree that litigation of those claims shall be stayed pending the outcome of any individual claims in arbitration.

This arbitration agreement will survive the termination of your relationship with the Company.

Governing Law and Forum for Disputes:

This Agreement shall be governed and construed in accordance with the laws of India, without regard to conflict of law provisions. You and Company consent to personal jurisdiction in Indian courts. Any dispute with Company, or its officers, directors, employees, agents, or affiliates, arising under or in relation to this Agreement shall be resolved exclusively as specified in the ARBITRATION CLAUSE & CLASS ACTION WAIVER clause above, except with respect to imminent harm requiring temporary or preliminary injunctive relief in which case Company may seek such relief in any court with jurisdiction over the parties.

Miscellaneous

Notices:

By accepting this Agreement or using the product, you consent to the receipt of electronic communications.

Severability:

If any portion of this Agreement is determined to be null and void, the remaining provisions of the Agreement will remain in full force and effect.

Force Majeure.

Neither party shall (you or Company) be held liable for inadequate performance of this Agreement to the extent caused by a condition that was beyond the parties' reasonable control (including but not limited to a natural disaster, governmental action, riot, or an act of war or terrorism).

Relationship Between the Parties:

Nothing in this Agreement should be interpreted to create an agency, partnership, or joint venture relationship between the parties. There are no intended third-party beneficiaries to this Agreement.

Waiver of Rights:

Any failure by Company to exercise or enforce any legal right or remedy which is contained in this Agreement shall not be construed as a waiver of Company's rights, and those rights and remedies shall still be available to Company .

Limitation of Liability:

In no event shall Your total liability for all claims related to the product or services offered by us exceed the total amount paid by you for the product or services during the six (6) months immediately preceding the claim. For clarity, the maximum liability will be calculated only on the amount paid for the particular product feature/component or service offered that is subject to litigation and not on the total amount paid by you in the last 6 months.

Entire Agreement:

This Agreement is our entire agreement and understanding related to the use of XpandrAI and other services provided.