Terms of Service

1. Eligibility

You must be at least 18 years of age and capable of forming a binding contract to use our Services. By using the Services, you represent and warrant that:

• You meet the age requirement and have the legal capacity to enter into these Terms.
• If acting on behalf of an organization, you have the authority to bind that organization to these Terms.
• Your use of the Services does not violate any applicable law or regulation.
• All information you provide to us is truthful, accurate, and complete.

2. Account Registration

To access certain features of the Services, you may be required to create an account. When you do, you agree to:

• Provide accurate, current, and complete registration information.
• Maintain and promptly update your information to keep it accurate and complete.
• Maintain the security and confidentiality of your login credentials.
• Accept responsibility for all activities that occur under your account.
• Notify us immediately of any unauthorized use of your account.

We reserve the right to suspend or terminate your account if any information provided is found to be inaccurate, incomplete, or in violation of these Terms.

3. Description of Services

XenoDATA™ provides data governance software (the "Data Workbench") and advisory services, including fractional Chief Data Officer engagements, data strategy consulting, and governance enablement. Our Services are designed for business-to-business use by organizations seeking to improve their data management practices.

We reserve the right to modify, suspend, or discontinue any part of the Services at any time, with or without notice. We will use commercially reasonable efforts to notify you of material changes that affect your use of the platform.

4. Fees and Payment

Certain Services may require payment of fees. If applicable:

• Fees are as set forth in your order form, subscription agreement, or statement of work.
• All fees are quoted in U.S. dollars and are non-refundable unless otherwise stated in writing.
• You are responsible for paying all applicable taxes, levies, and duties.
• We may update pricing with at least 30 days' written notice before the start of your next billing cycle.
• Late payments may accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law.

5. Acceptable Use

You agree to use the Services only for lawful purposes and in accordance with these Terms. You shall:

• Comply with all applicable local, state, national, and international laws and regulations.
• Use the Services only for their intended business purposes.
• Respect the rights and privacy of other users.
• Not interfere with or disrupt the integrity or performance of the Services.
• Not attempt to gain unauthorized access to any part of the Services, other accounts, or connected systems.

6. Prohibited Activities

You may not use the Services to:

• Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the platform.
• Copy, modify, distribute, sell, or lease any part of the Services or included software.
• Use automated systems (bots, scrapers, crawlers) to access the Services without our written permission.
• Upload or transmit viruses, malware, or other malicious code.
• Circumvent, disable, or interfere with any security features of the Services.
• Impersonate any person or entity, or falsely state or misrepresent your affiliation with a person or entity.
• Use the Services for any unlawful, harmful, or fraudulent purpose.
• Harvest or collect personal information of other users without their consent.
• Resell, sublicense, or provide access to the Services to any third party without our prior written consent.

7. Intellectual Property

The Services, including all content, features, functionality, software, designs, text, graphics, logos, icons, and trademarks, are and shall remain the exclusive property of XenoDATA LLC and its licensors. The Services are protected by copyright, trademark, trade secret, and other intellectual property laws of the United States and international jurisdictions.

The XenoDATA™ name, logo, and all related names, logos, product and service names, designs, and slogans are trademarks of XenoDATA LLC. You may not use such marks without our prior written permission.

Subject to these Terms, we grant you a limited, non-exclusive, non-transferable, revocable license to access and use the Services for your internal business purposes during the term of your subscription or engagement.

8. User Content and Data

You retain all ownership rights in the data and content you upload, submit, or input into the Services ("User Content"). By using the Services, you grant us a limited, non-exclusive license to host, store, process, and display your User Content solely as necessary to provide the Services to you.

You represent and warrant that you own or have the necessary rights and permissions to upload your User Content and that it does not infringe the intellectual property, privacy, or other rights of any third party.

We may use aggregated, anonymized, and de-identified data derived from your use of the Services for analytics, benchmarking, and service improvement purposes, provided such data cannot reasonably be used to identify you or your organization.

9. Confidentiality

Each party agrees to maintain in confidence all non-public information disclosed by the other party that is designated as confidential or that reasonably should be understood to be confidential ("Confidential Information"). Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was known to the receiving party prior to disclosure; (c) is independently developed without use of the disclosing party's Confidential Information; or (d) is rightfully received from a third party without restriction.

Your User Content stored within the Data Workbench is treated as your Confidential Information. We will not access, use, or disclose it except as necessary to provide the Services or as required by law.

10. Third-Party Services and Links

The Services may contain links to third-party websites, services, or resources that are not owned or controlled by XenoDATA™. We are not responsible for the content, privacy policies, or practices of any third-party services. You acknowledge and agree that XenoDATA™ shall not be liable for any damage or loss caused by your use of or reliance on any third-party content, goods, or services.

11. Disclaimer of Warranties

THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED.

To the fullest extent permitted by applicable law, XenoDATA™ disclaims all warranties, express or implied, including but not limited to implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement. We do not warrant that:

• The Services will be uninterrupted, timely, secure, or error-free.
• The results obtained from using the Services will be accurate or reliable.
• Any defects in the Services will be corrected.
• The Services will meet your specific requirements or expectations.

Any advisory services, recommendations, or guidance provided by XenoDATA™ are for informational purposes only and do not constitute legal, financial, or regulatory advice. You should consult with qualified professionals before making business decisions based on our advisory services.

12. Limitation of Liability

To the maximum extent permitted by applicable law:

• No consequential damages. In no event shall XenoDATA™, its officers, directors, employees, agents, or affiliates be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, data, revenue, goodwill, or business opportunity, regardless of the cause of action or theory of liability, even if advised of the possibility of such damages.
• Aggregate cap. Our total cumulative liability arising out of or related to these Terms or the Services shall not exceed the greater of (a) the total amounts paid by you to XenoDATA™ during the twelve (12) months preceding the claim, or (b) one hundred U.S. dollars ($100.00).

Some jurisdictions do not allow the exclusion or limitation of certain damages. In such jurisdictions, our liability shall be limited to the fullest extent permitted by law.

13. Indemnification

You agree to indemnify, defend, and hold harmless XenoDATA LLC, its officers, directors, employees, agents, affiliates, and licensors from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) your use of the Services; (b) your violation of these Terms; (c) your violation of any rights of a third party, including intellectual property, privacy, or publicity rights; (d) your User Content; or (e) any misrepresentation made by you. This indemnification obligation shall survive the termination of these Terms and your use of the Services.

14. Termination

We may suspend or terminate your access to the Services, in whole or in part, at any time and for any reason, including but not limited to:

• Breach of these Terms or any applicable policies.
• Failure to pay fees when due.
• Conduct that we reasonably believe is harmful to other users, us, or third parties.
• Extended periods of inactivity.
• At your request.

Upon termination, your right to use the Services will cease immediately. We will make commercially reasonable efforts to allow you to retrieve your User Content for a period of thirty (30) days following termination. After that period, we may delete your data in accordance with our data retention policies.

All provisions of these Terms that by their nature should survive termination shall survive, including but not limited to intellectual property provisions, warranty disclaimers, indemnification, and limitations of liability.

15. Governing Law

These Terms and any disputes arising out of or relating to them shall be governed by and construed in accordance with the laws of the State of New Jersey, United States, without regard to its conflict of laws principles. You agree that any legal action or proceeding arising under these Terms shall be brought exclusively in the state or federal courts located in Hudson County, New Jersey, and you consent to the personal jurisdiction of such courts.

16. Dispute Resolution

Informal Resolution

Before initiating any formal legal proceeding, you agree to first attempt to resolve any dispute, claim, or controversy arising out of or relating to these Terms informally by contacting us at support@xenodata.com. We will attempt to resolve the dispute through good-faith negotiations for a period of at least sixty (60) days.

Binding Arbitration

If the dispute cannot be resolved informally, you and XenoDATA™ agree that any remaining dispute shall be resolved through binding arbitration administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules. The arbitration shall be conducted by a single arbitrator in Hudson County, New Jersey. The arbitrator's decision shall be final and binding, and judgment on the award may be entered in any court of competent jurisdiction.

Class Action Waiver

You agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated, or representative action. You expressly waive any right to participate in a class action lawsuit or class-wide arbitration against XenoDATA™.

17. Miscellaneous

• Entire Agreement. These Terms, together with the Privacy Policy and any applicable order forms or statements of work, constitute the entire agreement between you and XenoDATA™ with respect to the Services and supersede all prior or contemporaneous agreements, understandings, or representations.
• Severability. If any provision of these Terms is found to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect.
• Waiver. Our failure to enforce any right or provision of these Terms shall not constitute a waiver of such right or provision.
• Assignment. You may not assign or transfer these Terms or your rights hereunder without our prior written consent. We may assign these Terms without restriction.
• Force Majeure. XenoDATA™ shall not be liable for any failure or delay in performance resulting from causes beyond our reasonable control, including but not limited to natural disasters, war, terrorism, labor disputes, government actions, internet or telecommunications failures, or pandemic.
• Notices. We may provide notices to you via email, posting on the Services, or other reasonable means. Notices to us must be sent to support@xenodata.com or to our mailing address.
• Electronic Communications. By using the Services, you consent to receiving electronic communications from us. You agree that all agreements, notices, disclosures, and other communications that we provide electronically satisfy any legal requirement that such communications be in writing.
• Export Compliance. You agree to comply with all applicable U.S. export control laws and regulations. You shall not export or re-export the Services to any country, person, or entity prohibited by such laws.
• U.S. Government Rights. If the Services are acquired by or on behalf of the U.S. Government, they are provided as "commercial computer software" and "commercial computer software documentation" as defined in applicable federal acquisition regulations.

18. Contact Us

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