Terms of Service

1. Acceptance of Terms

These Terms of Service ("Terms", "Agreement") constitute a legally binding agreement between you ("User", "you", or "your") and Xpani, Inc. ("Xpani", "we", "us", or "our") regarding your access to and use of the Xpani platform, including our website (www.xpani.ai), mobile applications, and related services (collectively, the "Service").

By clicking "Sign Up", "Create Account", or by accessing or using the Service, you acknowledge that you have read, understood, and agree to be bound by these Terms. If you do not agree to these Terms, you must not access or use the Service.

Your use of the Service is also governed by our Privacy Policy, Cookie Policy, and Refund Policy, which are incorporated into these Terms by reference.

2. Eligibility

You must meet the following requirements to use the Service:

• Minimum Age: You must be at least 16 years of age to use the Service. If you are under 18, you represent that you have obtained parental or guardian consent to use the Service.
• Legal Capacity: You must have the legal capacity to enter into a binding contract.
• Accurate Information: You must provide accurate, current, and complete information during registration and maintain the accuracy of such information.
• One Account: You may only create one account per person. Multiple accounts are prohibited unless you have a Family Plan.
• Real Identity: You must use your real name and information. Fake or impersonated accounts are prohibited.
• No Prior Restrictions: You have not been previously suspended or banned from using the Service.

3. Description of Service

Xpani is an AI-powered career development platform designed to help job seekers optimize their job applications and advance their careers. The Service includes:

• Job Matching: AI-powered matching between your profile and relevant job opportunities
• CV/Resume Optimization: AI-assisted improvements to your CV content, formatting, and keyword optimization
• Cover Letter Generation: AI-generated personalized cover letters tailored to specific job postings
• Career Insights: Analytics and recommendations based on your career profile and goals
• Application Tracking: Tools to organize and track your job applications
• Interview Preparation: Tips and guidance for interview success

We reserve the right to modify, suspend, or discontinue any aspect of the Service at any time, with or without notice, and without liability to you.

4. User Accounts

4.1 Account Creation

To access certain features of the Service, you must create an account. During registration, you agree to:

• Provide accurate, truthful, and complete information
• Maintain and promptly update your account information
• Keep your password secure and confidential
• Notify us immediately of any unauthorized access to your account
• Accept responsibility for all activities that occur under your account

4.2 Account Security

You are solely responsible for maintaining the confidentiality of your account credentials. We will not be liable for any loss or damage arising from your failure to comply with this security obligation. You agree to:

• Use a strong, unique password
• Not share your account credentials with anyone
• Not allow others to access your account
• Notify us immediately at support@xpani.com if you suspect unauthorized access

4.3 Account Suspension

We reserve the right to suspend or terminate your account if:

• You violate these Terms or our Acceptable Use Policy
• Your account is used for fraudulent or illegal activities
• Your payment method fails or you have outstanding fees
• You engage in abusive behavior toward other users or our staff
• We suspect your account has been compromised

5. Subscription Plans

5.1 Plan Tiers

Xpani offers the following subscription tiers:

5.2 Plan Features and Limits

Usage limits reset monthly on your subscription renewal date. Unused limits do not roll over to the next period. We reserve the right to modify plan features, limits, and pricing with 30 days' notice to existing subscribers.

5.3 Family Plan Terms

The Family Plan allows you to invite up to 5 family members. You, as the plan administrator, are responsible for:

• All charges incurred under the Family Plan
• Ensuring family members comply with these Terms
• Managing family member access and invitations
• Any actions taken by family members using the Service

Family members must reside in the same household. We may verify household membership and remove members who do not qualify.

6. Payment and Billing

6.1 Fees and Charges

Paid subscriptions require payment of applicable fees and taxes. All fees are:

• Non-refundable: Except as required by law or expressly stated in our Refund Policy
• Tax-inclusive: Prices include applicable VAT, GST, or sales tax
• Currency-based: Charged in your local currency based on your location
• Subject to change: We may adjust pricing with 30 days' notice to existing subscribers

6.2 Payment Processing

Payment processing is securely handled by Stripe, Inc. ("Stripe"). By providing payment information, you:

• Authorize us to charge your payment method for all fees
• Represent that you are authorized to use the payment method
• Agree to Stripe's terms and privacy policy
• Authorize us to store and use your payment method for future charges

6.3 Automatic Renewal

YOUR SUBSCRIPTION WILL AUTOMATICALLY RENEW UNLESS YOU CANCEL BEFORE THE RENEWAL DATE.

• Monthly subscriptions renew every month
• Annual subscriptions renew every year
• You will be charged at the beginning of each renewal period
• We will send renewal reminders 7 days before charging you
• To avoid charges, cancel before the renewal date

6.4 Failed Payments

If payment fails:

• We will attempt to charge your payment method multiple times
• We will notify you via email to update your payment method
• Your subscription may be suspended after repeated failures
• You remain responsible for all unpaid fees
• We may engage collection agencies for unpaid amounts

6.5 Taxes

You are responsible for all applicable taxes. Our prices are inclusive of VAT, GST, or sales tax where required by law. We calculate taxes based on:

• Your billing address
• Your IP address location
• Applicable tax laws in your jurisdiction

7. Cancellation and Refunds

7.1 Cancellation Process

You may cancel your subscription at any time through your account settings or by contacting support@xpani.com. Upon cancellation:

• Your subscription remains active until the end of the current billing period
• You retain access to paid features until the period ends
• You will not be charged for the next billing period
• Your account automatically reverts to the Free Tier
• No refunds are provided for partial billing periods

7.2 No Refund Policy

7.3 Exceptions

Refunds may be provided only in the following circumstances:

• Technical error resulting in duplicate charges (refund of duplicate only)
• Unauthorized charge due to fraud or security breach
• Service unavailability exceeding 7 consecutive days (pro-rated refund)
• As required by applicable consumer protection laws

8. Acceptable Use Policy

You agree to use the Service only for lawful purposes and in accordance with these Terms. You agree NOT to:

8.1 Prohibited Activities

• Illegal Use: Use the Service for any unlawful purpose or in violation of any laws
• Fraud: Provide false information, impersonate others, or engage in fraudulent activities
• Unauthorized Access: Attempt to gain unauthorized access to the Service, other accounts, or computer systems
• System Interference: Interfere with or disrupt the Service, servers, or networks
• Scraping: Use automated tools to extract data from the Service without permission
• Reverse Engineering: Reverse engineer, decompile, or disassemble the Service
• Competitive Use: Use the Service to build a competitive product or service
• Abuse: Harass, threaten, or abuse other users or our staff
• Spam: Send unsolicited messages or commercial content
• Malware: Upload or distribute viruses, malware, or harmful code
• Account Sharing: Share your account credentials or allow unauthorized access (except Family Plan members)
• Multiple Accounts: Create multiple accounts to circumvent usage limits

8.2 Content Restrictions

You may not upload, post, or transmit content that:

• Is illegal, harmful, threatening, abusive, or discriminatory
• Infringes intellectual property rights
• Contains false or misleading information
• Violates privacy rights of others
• Contains adult content or links to adult sites
• Promotes violence, terrorism, or illegal activities

8.3 Enforcement

We reserve the right to investigate violations and take action, including:

• Warning the user
• Removing prohibited content
• Suspending account access
• Terminating the account
• Reporting illegal activities to law enforcement
• Pursuing legal action

9. AI-Generated Content

9.1 Your Responsibility

You acknowledge and agree that:

• Review Required: You must review all AI-generated content before use
• Accuracy Not Guaranteed: AI suggestions may contain errors, inaccuracies, or inappropriate content
• Your Verification: You are responsible for verifying all information in AI-generated content
• Professional Judgment: You should apply your own professional judgment to all suggestions
• No Liability: We are not responsible for outcomes resulting from use of AI-generated content

9.2 AI Limitations

AI technology has inherent limitations:

• May produce factually incorrect information
• May reflect biases present in training data
• May generate inappropriate or irrelevant suggestions
• May not understand context or nuance
• Should not replace human judgment in important decisions

9.3 No Employment Guarantees

WE DO NOT GUARANTEE JOB PLACEMENT, INTERVIEWS, OR EMPLOYMENT OUTCOMES. The Service is a tool to assist your job search, but success depends on many factors beyond our control, including:

• Your qualifications and experience
• Market conditions and competition
• Employer preferences and requirements
• Economic factors and timing
• Your application and interview performance

10. Content Ownership and Licenses

10.1 Your Content

You retain ownership of all content you upload, create, or input into the Service ("Your Content"), including:

• CV/Resume content
• Cover letters
• Profile information
• Career goals and preferences
• Any other personal data or content

10.2 License to Xpani

By uploading Your Content, you grant us a limited, non-exclusive, worldwide, royalty-free license to:

• Store, process, and display Your Content to provide the Service
• Use Your Content to train and improve our AI models (in anonymized, aggregated form only)
• Create backups and copies for security and operational purposes
• Analyze usage patterns to improve the Service

This license ends when you delete Your Content or close your account, except for copies retained in backups (which will be deleted within 90 days).

10.3 Content Deletion

You may delete Your Content at any time through your account settings. Upon deletion:

• Content is removed from active systems immediately
• Backup copies are deleted within 90 days
• Anonymized data used for analytics may be retained
• We cannot delete content already shared with third parties (such as employers you applied to)

10.4 AI-Generated Output

For content generated by our AI based on Your Content:

• You own the AI-generated output
• We retain the right to the underlying AI model and technology
• Similar outputs may be generated for other users based on similar inputs
• You are responsible for ensuring AI-generated content does not infringe third-party rights

11. Intellectual Property Rights

11.1 Xpani's Rights

The Service and its original content, features, and functionality are owned by Xpani and are protected by international copyright, trademark, patent, trade secret, and other intellectual property laws. This includes:

• Software code and architecture
• AI models and algorithms
• User interface and design
• Xpani brand, logos, and trademarks
• Documentation and marketing materials
• Trade secrets and proprietary methods

11.2 Restrictions

You may not:

• Copy, modify, or create derivative works of the Service
• Reverse engineer or attempt to extract source code
• Remove or alter any copyright, trademark, or proprietary notices
• Use Xpani's trademarks without prior written permission
• Frame or mirror any part of the Service
• Use automated systems to access the Service except as explicitly permitted

11.3 Copyright Infringement

We respect intellectual property rights. If you believe content on the Service infringes your copyright, please contact us at legal@xpani.com with:

• Description of the copyrighted work
• Location of the infringing material
• Your contact information
• A statement of good faith belief
• A statement under penalty of perjury that the information is accurate
• Your physical or electronic signature

12. Data Protection and Privacy

Your privacy is important to us. Our collection, use, and protection of your personal data is governed by our Privacy Policy, which is incorporated into these Terms by reference.

We comply with applicable data protection laws, including:

• GDPR (General Data Protection Regulation) for EU users
• POPIA (Protection of Personal Information Act) for South African users
• CCPA (California Consumer Privacy Act) for California users
• Other applicable data protection laws in your jurisdiction

For information about your data rights, including access, deletion, and portability, please see our Privacy Policy and GDPR page.

13. Disclaimers of Warranties

Xpani and its affiliates, officers, employees, agents, partners, and licensors ("Xpani Entities") make no warranties or representations about:

• Service Availability: We do not guarantee uninterrupted, timely, secure, or error-free service
• Results: We do not guarantee any specific results, including job placement or interview opportunities
• Accuracy: We do not warrant the accuracy, completeness, or usefulness of any content
• AI Output: We do not guarantee the quality, accuracy, or suitability of AI-generated content
• Third-Party Content: We are not responsible for third-party content, including job listings
• Security: We do not guarantee that the Service is free from viruses or other harmful components
• Data Loss: We do not guarantee against data loss or corruption

Use at Your Own Risk: Your use of the Service, including reliance on any content or AI-generated suggestions, is at your sole risk. You are solely responsible for any damage to your computer system or loss of data that results from use of the Service.

Some jurisdictions do not allow the exclusion of certain warranties, so some of the above exclusions may not apply to you. You may have other legal rights that vary by jurisdiction.

14. Limitation of Liability

• Your access to or use of or inability to access or use the Service
• Any conduct or content of any third party on the Service
• Any content obtained from the Service
• Unauthorized access, use, or alteration of your transmissions or content
• Employment decisions made by third parties
• Reliance on AI-generated content or suggestions
• Loss of job opportunities or income
• Errors, mistakes, or inaccuracies in content
• Personal injury or property damage resulting from your use of the Service
• Any bugs, viruses, or harmful code transmitted through the Service

WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT XPANI HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE.

14.1 Maximum Liability

To the maximum extent permitted by law, Xpani's total liability to you for all claims arising from or related to the Service is limited to the lesser of:

• (a) The amount you paid to Xpani in the 12 months preceding the claim, or
• (b) US $100

Some jurisdictions do not allow the limitation or exclusion of liability for incidental or consequential damages, so the above limitations may not apply to you.

15. Indemnification

You agree to defend, indemnify, and hold harmless the Xpani Entities from and against any and all claims, damages, obligations, losses, liabilities, costs, or debt, and expenses (including but not limited to attorney's fees) arising from:

• Your use of and access to the Service
• Your violation of these Terms
• Your violation of any third-party right, including intellectual property, privacy, or publicity rights
• Any claim that Your Content caused damage to a third party
• Your violation of any law or regulation
• Any claim arising from actions of family members under your Family Plan

We reserve the right to assume the exclusive defense and control of any matter subject to indemnification by you, and you will cooperate with our defense of these claims.

16. Dispute Resolution

16.1 Informal Resolution

Before filing any claim, you agree to first contact us at legal@xpani.com to attempt to resolve the dispute informally. Please provide:

• A description of the dispute
• Your desired resolution
• Your contact information

We will attempt to resolve disputes within 30 days. If we cannot reach an informal resolution, either party may proceed with formal dispute resolution as described below.

16.2 Governing Law

These Terms and any dispute arising from or relating to the Service shall be governed by the laws of the State of Delaware, United States, without regard to its conflict of law provisions.

16.3 Jurisdiction

Subject to the Arbitration Agreement below, you agree that any judicial proceeding shall be brought exclusively in the federal or state courts located in San Francisco County, California, United States. You consent to the personal jurisdiction and venue of these courts.

17. Binding Arbitration and Class Action Waiver

17.1 Agreement to Arbitrate

You and Xpani agree to resolve any disputes through final and binding arbitration, except as specified below in "Exceptions to Arbitration."

This includes disputes arising out of or relating to:

• These Terms or any aspect of the relationship between you and Xpani
• Your use of the Service
• The interpretation or application of this Arbitration Agreement
• The enforceability or scope of this Arbitration Agreement

17.2 Arbitration Procedures

Arbitration will be conducted by the American Arbitration Association (AAA) under its Commercial Arbitration Rules and, if applicable, its Supplementary Procedures for Consumer Related Disputes.

• The arbitration will be conducted by a single arbitrator
• The arbitration will take place in San Francisco County, California, or another mutually agreeable location
• The arbitrator's decision will be final and binding
• Judgment on the award may be entered in any court of competent jurisdiction

17.3 Arbitration Costs

Payment of all filing, administration, and arbitrator fees will be governed by the AAA Rules, unless otherwise stated in this agreement. If you prevail in arbitration, we will reimburse you for any arbitration fees you paid.

17.4 Class Action Waiver

Unless both you and Xpani agree otherwise, the arbitrator may not consolidate more than one person's claims and may not otherwise preside over any form of representative or class proceeding.

17.5 Exceptions to Arbitration

Either party may bring a lawsuit in court for:

• Intellectual property disputes (copyright, trademark, patent, trade secret)
• Small claims court actions (if they qualify and remain in small claims court)
• Injunctive or equitable relief for unauthorized use of the Service

17.6 Opt-Out

You have the right to opt out of this Arbitration Agreement. To opt out, you must email legal@xpani.com within 30 days of first accepting these Terms with:

• Your full name
• Email address associated with your account
• A clear statement that you wish to opt out of the Arbitration Agreement

If you opt out, all other parts of these Terms will continue to apply. Opting out of this arbitration provision has no effect on any other arbitration agreements you may have with us.

18. Changes to These Terms

We reserve the right to modify these Terms at any time. If we make material changes, we will:

• Notify you via email at least 30 days before the changes take effect
• Display a notice on the Service
• Update the "Last Updated" date at the top of these Terms

Your continued use of the Service after changes become effective constitutes acceptance of the revised Terms. If you do not agree to the new Terms, you must stop using the Service and may cancel your subscription.

Changes to these Terms will not be retroactive. Changes affecting existing subscriptions will not go into effect until the next renewal date.

19. Termination

19.1 Termination by You

You may terminate your account at any time by:

• Accessing account settings and selecting "Delete Account"
• Emailing support@xpani.com with a deletion request

Upon termination, your right to use the Service ceases immediately. If you have a paid subscription, you will retain access until the end of the current billing period (no refunds for partial periods).

19.2 Termination by Xpani

We may suspend or terminate your account immediately, without prior notice or liability, for any reason, including:

• Violation of these Terms
• Fraudulent, abusive, or illegal activity
• Extended inactivity (12+ months)
• Non-payment of fees
• Conduct harmful to other users or the Service
• At our sole discretion for business reasons

19.3 Effect of Termination

Upon termination:

• Your right to access the Service ends immediately
• Your Content may be deleted (backup copies deleted within 90 days)
• We are not obligated to maintain or provide copies of Your Content
• No refunds will be provided except as required by law
• Provisions that should survive termination will continue to apply

19.4 Survival

The following sections survive termination: Content Ownership, Intellectual Property, Disclaimers, Limitation of Liability, Indemnification, Dispute Resolution, Arbitration, and Miscellaneous.

20. Miscellaneous

20.1 Entire Agreement

These Terms, together with our Privacy Policy, Cookie Policy, and Refund Policy, constitute the entire agreement between you and Xpani regarding the Service and supersede all prior agreements and understandings.

20.2 Severability

If any provision of these Terms is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary, and the remaining provisions will remain in full force and effect.

20.3 Waiver

Our failure to enforce any right or provision of these Terms will not be deemed a waiver of such right or provision. A waiver of any term will not be deemed a continuing waiver of that term or any other term.

20.4 Assignment

You may not assign or transfer these Terms or your account without our prior written consent. We may assign these Terms or any rights or obligations hereunder without restriction, including to any affiliate or in connection with a merger, acquisition, or sale of assets.

20.5 Force Majeure

We will not be liable for any failure or delay in performance due to circumstances beyond our reasonable control, including acts of God, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, pandemics, strikes, or shortages of transportation, facilities, fuel, energy, labor, or materials.

20.6 Export Controls

The Service may be subject to US export control laws and may be subject to import regulations in other countries. You agree not to export, re-export, or transfer the Service in violation of any applicable laws or regulations.

20.7 Third-Party Services

The Service may contain links to third-party websites or services that are not owned or controlled by Xpani. We have no control over, and assume no responsibility for, the content, privacy policies, or practices of any third-party services. You acknowledge and agree that Xpani shall not be responsible or liable for any damage or loss caused by your use of any third-party services.

20.8 Beta Features

We may offer beta, pilot, limited release, or experimental features ("Beta Features"). Beta Features are provided "as is" and may contain bugs or errors. We may discontinue Beta Features at any time without notice. Your use of Beta Features is voluntary and at your own risk.

20.9 US Government Rights

If you are a US government entity, the Service is a "commercial item" as that term is defined at 48 C.F.R. 2.101, and you have only those rights in the Service as are granted to all other end users under these Terms.

20.10 Language

These Terms are written in English. Any translated versions are provided for convenience only. In the event of any conflict, the English version prevails.

20.11 Notice to California Residents

Under California Civil Code Section 1789.3, California users are entitled to the following consumer rights notice: If you have a question or complaint regarding the Service, please email support@xpani.com. You may also contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by telephone at (800) 952-5210.

21. Contact Information

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