Subscription Agreement

XOi Terms of Use Overview

These Terms of Use govern access to and use of the XOi platform, applications, and related services. By executing an order or using the XOi platform, customers agree to comply with the terms outlined in the agreement.

The agreement applies to:

• The XOi cloud platform
• Mobile applications
• APIs and integrations
• Professional services
• Support and training services

Key Definitions

The agreement defines several important terms used throughout the document.

Customer Data

Customer-owned information, documents, media, and electronic files uploaded or accessed through the XOi platform.

Resultant Data

Aggregated, anonymized, or de-identified information derived from platform usage and analytics.

Users

Authorized employees, contractors, consultants, or agents permitted to access the platform on behalf of a customer organization.

XOi Platform

XOi’s proprietary cloud-hosted platform, including related mobile applications, APIs, tools, updates, and associated technologies.

Services and Subscription Access

XOi grants customers a limited, non-exclusive, non-transferable license to access and use the platform for internal business purposes only.

Services may include:

• Platform access
• Hosting and infrastructure
• Training and onboarding
• Customer support
• Professional services
• Updates and enhancements

The agreement also notes that:

• Professional services are generally non-refundable
• XOi may utilize subcontractors to perform services
• Third-party integrations may be governed by separate terms

Platform Support and Service Levels

XOi provides support during standard business hours:

• Monday through Friday
• 8:00 AM – 5:00 PM Central Time

The company also maintains uptime and support commitments through its Service Level Agreement (SLA).

Uptime Commitment

XOi commits to maintaining:

• 99.0% quarterly uptime availability

If uptime falls below the agreed threshold, customers may receive:

• Service credits
• Refunds in certain situations
• Termination rights for severe outages

Support Priority Levels

Support requests are categorized by severity:

• Priority 1: Business Critical
• Priority 2: Degraded Service
• Priority 3: General Issues
• Priority 4: Low Priority

Response times range from:

• Within 2 hours for critical issues
• Up to 24 hours for low-priority requests

Intellectual Property and Ownership

Customer Ownership

Customers retain ownership of all Customer Data uploaded to the platform.

XOi Ownership

XOi retains ownership of:

• The platform
• Documentation
• APIs
• Platform functionality
• Intellectual property
• Resultant Data
• Platform analytics and derived technologies

Restrictions on Platform Usage

Customers and users may not:

• Copy or reverse engineer the platform
• Create derivative works
• Resell or sublicense the services
• Circumvent security protections
• Upload malicious software or harmful code
• Use the platform outside the permitted scope of the agreement

Violations may result in suspension or termination of services.

Subscription Fees and Billing

Subscription fees and contract durations are defined within customer order forms.

Billing terms may include:

• Monthly billing
• Quarterly billing
• Annual billing
• Credit card or ACH payments

The agreement also allows XOi to validate customer asset counts when pricing is tied to Assets Under Management (AUM).

Term and Renewal

Unless terminated earlier:

• Agreements automatically renew annually
• Customers must provide at least 30 days’ notice before renewal to cancel

Annual renewal increases for existing services are capped at:

• 10% unless otherwise agreed in writing

Termination Rights

Either party may terminate the agreement for:

• Material breach
• Insolvency
• Violations of the Acceptable Use Policy

Following termination:

• Platform access immediately ends
• Unpaid fees may accelerate
• Customers may request export of Customer Data within 30 days

After the 30-day period, XOi may permanently delete Customer Data unless legally required to retain it.

Confidentiality

Both parties agree to protect confidential information shared during the relationship.

Confidential information may only be used for purposes related to the agreement and must be protected using reasonable care. These obligations survive termination for three years, except for trade secrets, which remain protected indefinitely while qualifying as trade secrets under applicable law.

Data Privacy and Security

The agreement incorporates a Data Processing Addendum (DPA) covering:

• Privacy obligations
• Data security requirements
• Subprocessor usage
• Security breach procedures
• Compliance with applicable privacy laws

Security Measures

XOi states it maintains:

• Administrative safeguards
• Technical protections
• Organizational security controls
• SOC 2 Type II aligned security practices
• Disaster recovery and business continuity procedures

Security Breach Notifications

XOi agrees to notify customers of qualifying security breaches within:

• 72 hours of discovery

Acceptable Use Policy

The Terms of Use include an Acceptable Use Policy outlining prohibited behavior.

Users may not:

• Upload unlawful or harmful content
• Share obscene or offensive materials
• Misrepresent affiliations
• Build competing services
• Interfere with platform functionality
• Attempt unauthorized access

Accounts violating these restrictions may be suspended or terminated immediately.

Marketing and Promotional Rights

Customers agree that XOi may publicly identify them as customers and use:

• Company names
• Logos
• Testimonials
• Case studies
• Marketing materials

In accordance with customer branding guidelines where applicable.

Warranty Disclaimer and Limitation of Liability

Except as specifically stated in the agreement:

• Services are provided “as is”
• XOi disclaims implied warranties, including merchantability and fitness for a particular purpose

The agreement also limits liability for:

• Lost profits
• Indirect damages
• Consequential damages
• Punitive damages

Total liability is generally capped at fees paid during the preceding 12-month period.

Governing Law

The agreement is governed by the laws of the State of Tennessee.

Any disputes must be resolved in courts located in:

• Davidson County, Tennessee

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