CXOps 1. Agreement to Terms
These Terms of Service ("Terms") constitute a legally binding agreement between you ("Customer," "you," or "your") and Ambient Cortex, LLC ("we," "us," or "our") governing your access to and use of the CXOps Cloud platform and all related services, features, and software (collectively, the "Service").
By creating an account, clicking to accept, or otherwise accessing or using the Service, you agree to be bound by these Terms. If you are agreeing on behalf of a company or other legal entity, you represent that you have authority to bind that entity. If you do not have such authority, or do not agree to these Terms, do not use the Service.
2. Description of Service
The Service is a SaaS platform that provides AI-powered content strategy and optimization capabilities, including but not limited to: content draft creation and optimization, brand guideline management, signal intelligence, analytics integration, and autonomous publishing tools.
We reserve the right to modify, suspend, or discontinue any aspect of the Service at any time with reasonable notice, except where required by law or contract.
3. Accounts and Registration
3.1 Account Creation
To access the Service, you must create an account and provide accurate, complete, and current information. You are responsible for maintaining the accuracy of your account information.
3.2 Account Security
You are responsible for safeguarding your login credentials and for all activity that occurs under your account. You must notify us immediately at legal@cxops.cloud if you suspect unauthorized access. We are not liable for any loss or damage arising from your failure to maintain account security.
3.3 Account Eligibility
The Service is intended for users who are at least 18 years of age and are using the Service for business or commercial purposes. By using the Service, you represent and warrant that you meet these requirements.
4. Subscriptions and Payment
4.1 Subscription Plans
Access to the Service requires a paid subscription. Available plans, features, and pricing are described at cxops.cloud/pricing, which may be updated from time to time. Plan features are determined by the tier you have subscribed to.
4.2 Free Trial
We may offer a limited-time free trial. At the end of the trial period, your account will require a paid subscription to continue access. We reserve the right to modify or discontinue trial offers at any time.
4.3 Billing
Subscriptions are billed in advance on a monthly or annual basis depending on your selected plan. You authorize us to charge your payment method on file for all fees associated with your subscription. All fees are stated in US dollars.
4.4 Taxes
You are responsible for all applicable taxes, levies, or duties imposed by taxing authorities in connection with your purchase. We will collect applicable taxes where required by law.
4.5 Payment Failure
If payment fails, we may suspend access to the Service until outstanding amounts are paid. We will provide reasonable notice before suspension.
4.6 Refunds
All fees are non-refundable except as required by applicable law or as explicitly stated in writing by us. Cancellation of a subscription stops future billing but does not entitle you to a refund for the current billing period.
4.7 Price Changes
We may change subscription pricing with at least 30 days notice. Continued use of the Service after the effective date of a price change constitutes acceptance of the new pricing.
5. Acceptable Use
5.1 Permitted Use
You may use the Service solely for your internal business purposes in accordance with these Terms and applicable law.
5.2 Prohibited Conduct
You may not:
- Use the Service to generate, distribute, or promote illegal, harmful, defamatory, or infringing content.
- Attempt to gain unauthorized access to any part of the Service or its infrastructure.
- Reverse engineer, decompile, disassemble, or attempt to derive the source code of the Service.
- Resell, sublicense, or make the Service available to third parties outside your organization without our prior written consent.
- Use the Service to send spam, unsolicited communications, or engage in deceptive marketing practices.
- Circumvent, disable, or interfere with security-related features of the Service.
- Use automated scripts, bots, or crawlers to access or interact with the Service except through approved APIs.
- Upload or transmit malware, viruses, or any malicious code.
- Violate any applicable law or regulation in connection with your use of the Service.
6. Content and Data
6.1 Your Content
You retain ownership of all content, data, and materials you submit to the Service ("Customer Content"). By submitting Customer Content, you grant us a limited, non-exclusive, royalty-free license to use, process, and store your Customer Content solely to provide the Service to you.
6.2 Content Responsibility
You are solely responsible for the accuracy, legality, and appropriateness of your Customer Content. We do not review Customer Content for legal compliance and are not liable for any Customer Content.
6.3 AI-Generated Content
The Service may generate content using AI models. AI-generated outputs are provided as-is. You are responsible for reviewing, editing, and approving any AI-generated content before use, publication, or distribution. We make no warranty regarding the accuracy, originality, or fitness of AI-generated content for any particular purpose.
6.4 Third-Party Data
If you connect third-party services or upload third-party data, you represent that you have all necessary rights and permissions to share that data with us and to use it within the Service.
6.5 Feedback
If you submit feedback, suggestions, or ideas about the Service, you grant us a perpetual, irrevocable, royalty-free license to use that feedback without obligation or restriction.
7. Intellectual Property
The Service, including all software, technology, design, trademarks, and content created by us, is owned by CXOps.Cloud and is protected by intellectual property laws. These Terms do not grant you any ownership interest in the Service.
Nothing in these Terms limits our right to use or disclose aggregated, de-identified data derived from use of the Service for any lawful purpose, including product improvement and research.
8. Confidentiality
Each party agrees to maintain the confidentiality of the other party's non-public information disclosed in connection with the Service and to use it only to fulfill obligations under these Terms. This obligation does not apply to information that is or becomes publicly available without breach, independently developed, or required to be disclosed by law.
9. Warranties and Disclaimers
THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE OF HARMFUL COMPONENTS. WE DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF ANY AI-GENERATED CONTENT OR INSIGHTS.
10. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL CXOPS.CLOUD BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, DATA, BUSINESS, OR GOODWILL, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR YOUR USE OF THE SERVICE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
OUR TOTAL CUMULATIVE LIABILITY TO YOU FOR ANY AND ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE SHALL NOT EXCEED THE GREATER OF (A) THE AMOUNTS PAID BY YOU TO US IN THE TWELVE MONTHS PRECEDING THE CLAIM OR (B) ONE HUNDRED US DOLLARS ($100).
11. Indemnification
You agree to indemnify, defend, and hold harmless CXOps.Cloud and its officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) your use of the Service; (b) your Customer Content; (c) your violation of these Terms; or (d) your violation of any third-party rights.
12. Term and Termination
12.1 Term
These Terms remain in effect for the duration of your subscription and any renewal periods.
12.2 Termination by You
You may cancel your subscription at any time through your account settings or by contacting us. Cancellation takes effect at the end of the current billing period.
12.3 Termination by Us
We may suspend or terminate your access to the Service immediately if: (a) you materially breach these Terms and fail to cure within 10 days of notice; (b) you fail to pay amounts due; (c) we determine continued access poses a security or legal risk; or (d) we are required to do so by law.
12.4 Effect of Termination
Upon termination, your right to access the Service ceases immediately. We will retain your Customer Content for 90 days following termination, during which you may request an export. After that period, we will delete your data in accordance with our Privacy Policy.
13. Governing Law and Dispute Resolution
These Terms are governed by the laws of the State of Kansas, without regard to conflict of law principles. Any dispute arising under or relating to these Terms or the Service shall be resolved exclusively in the state or federal courts located in Kansas, and each party consents to the personal jurisdiction of those courts.
Before initiating litigation, the parties agree to attempt to resolve disputes through good-faith negotiation for at least 30 days after written notice of the dispute.
14. General Provisions
14.1 Entire Agreement
These Terms, together with the Privacy Policy and any order forms or subscription agreements, constitute the entire agreement between the parties regarding the Service and supersede all prior agreements.
14.2 Modifications
We may update these Terms from time to time. We will provide at least 30 days notice of material changes. Continued use of the Service after the effective date constitutes acceptance of the updated Terms.
14.3 Severability
If any provision of these Terms is found unenforceable, that provision will be modified to the minimum extent necessary to make it enforceable, and the remaining provisions will continue in full force.
14.4 Waiver
Our failure to enforce any right or provision of these Terms will not be considered a waiver of that right or provision.
14.5 Assignment
You may not assign or transfer these Terms or any rights hereunder without our prior written consent. We may assign these Terms in connection with a merger, acquisition, or sale of assets without your consent.
14.6 Force Majeure
We will not be liable for any failure or delay in performance resulting from causes beyond our reasonable control, including but not limited to acts of God, war, terrorism, government actions, internet or infrastructure failures, or third-party service disruptions.
15. Contact Us
For questions regarding these Terms, contact us at:
Ambient Cortex, LLC
Email: legal@cxops.cloud
Website: https://cxops.cloud