Xyplix Terms of Service

1. Eligibility and Authority

You must be at least 18 years old and legally capable of entering into a binding agreement to use our services.

If you use an Xyplix service on behalf of a company, organization, or other legal entity, you represent that you have authority to bind that entity to these Terms. In that case, “you” includes both you and the entity you represent.

Our services are intended primarily for business and professional use.

2. Xyplix Services

Xyplix provides technology services that may include:

Website design and development;

• Custom software and application development;
• Internal business systems and client portals;
• Business process automation;
• Custom CRM development;
• Cybersecurity assessments and services;
• Secure software-development guidance;
• Infrastructure configuration and hardening;
• Hosting and system maintenance;
• Monitoring and technical support;
• Technology consulting; and
• Other related services.

Descriptions of services on our website are provided for general informational purposes. They do not constitute a binding proposal, project scope, service-level commitment, warranty, or offer to perform work on specific terms.

Xyplix may add, modify, suspend, or discontinue website features at any time.

3. Separate Client Agreements

Paid professional services are governed by one or more separate written agreements, which may include:

A Master Services Agreement;

• Statement of Work;
• Proposal;
• Order form;
• Hosting or support agreement;
• Data Processing Addendum;
• Security addendum;
• Non-disclosure agreement; or
• Other written agreement accepted by Xyplix and the client.

Those agreements may address project scope, pricing, payment schedules, deliverables, intellectual-property ownership, confidentiality, warranties, data protection, support, security responsibilities, and liability.

If these Terms conflict with a signed agreement covering a particular service, the signed agreement controls with respect to that service.

Information submitted through a contact form, discovery call, email, or proposal request does not create a client relationship or obligate Xyplix to provide services.

4. Accounts and Client Portal Access

Certain services may require an account.

You agree to:

Provide accurate and current account information;

• Keep your login credentials confidential;
• Use strong and unique passwords;
• Complete multifactor authentication when required;
• Restrict account access to authorized users;
• Promptly update inaccurate account information; and
• Notify Xyplix promptly of suspected unauthorized access or account compromise.

You may not sell, transfer, sublicense, or share an individual account except where expressly authorized by Xyplix.

You are responsible for activity conducted through your account to the extent that activity results from your actions, authorization, or failure to use reasonable account-security practices.

Xyplix may use authentication records, audit logs, access logs, and related technical information to operate and protect its services.

We may temporarily restrict access when reasonably necessary to investigate suspicious activity, protect data, comply with law, perform maintenance, or prevent harm.

5. Acceptable Use

You may use Xyplix websites and online services only for lawful and authorized purposes.

You may not:

Violate any applicable law or regulation;

• Access an account, system, network, or data without authorization;
• Attempt to bypass authentication or security controls;
• Conduct vulnerability scanning, penetration testing, security testing, or similar activity without prior written authorization;
• Introduce malware, ransomware, viruses, malicious code, or harmful files;
• Interfere with the availability, integrity, or operation of a service;
• Overload or disrupt systems through automated requests or abusive traffic;
• Use scraping, crawling, or data-extraction tools in a manner that materially burdens our systems;
• Impersonate another person or organization;
• Misrepresent your identity, authority, or affiliation;
• Use the services to send spam, phishing messages, or abusive communications;
• Upload content that is unlawful, defamatory, fraudulent, infringing, threatening, or malicious;
• Use an Xyplix service to attack, compromise, monitor, or interfere with a third party;
• Reverse engineer, decompile, disassemble, or attempt to derive source code except where applicable law expressly permits it;
• Remove copyright, trademark, attribution, or proprietary notices;
• Resell or commercially exploit an online service unless authorized in writing;
• Access the services to build a competing product through unauthorized copying;
• Disclose security findings in a way that creates an unreasonable risk of harm; or
• Assist another person in engaging in prohibited conduct.

Authorization to receive cybersecurity services does not create permission to test any system outside the written scope of the applicable engagement.

6. User and Client Content

“User Content” means information, files, text, images, records, documents, code, configurations, messages, or other material you submit through an Xyplix website or online service.

You retain ownership of your User Content, subject to any separate client agreement.

You grant Xyplix a limited, non-exclusive right to host, copy, process, transmit, display, back up, and otherwise use User Content only as reasonably necessary to:

Operate the applicable service;

• Provide requested support;
• Perform contracted services;
• Protect the service and its users;
• Comply with legal obligations; and
• Enforce applicable agreements.

You represent that:

You have the right and authority to provide the User Content;

• Its submission and use as contemplated will not violate law or third-party rights;
• You have provided any required notices and obtained any necessary permissions; and
• The User Content does not contain malicious code or intentionally harmful material.

You should not submit regulated, highly sensitive, or confidential information through a general website form unless Xyplix has specifically instructed you to do so through an approved method.

Xyplix may remove, isolate, restrict, or preserve User Content when reasonably necessary to address unlawful activity, a security threat, an alleged rights violation, a contractual requirement, or a legal obligation.

7. Client Data

When Xyplix processes data on behalf of a client, that processing may be governed by a separate services agreement or Data Processing Addendum.

Clients are responsible for:

Determining whether they are legally permitted to provide data to Xyplix;

• Providing required privacy notices;
• Obtaining required consents and authorizations;
• Giving lawful processing instructions;
• Properly classifying sensitive or regulated information;
• Identifying contractual or regulatory requirements before work begins; and
• Limiting Xyplix’s access to information reasonably necessary for the engagement.

Unless otherwise agreed in writing, Xyplix does not independently determine the purposes for which client-controlled personal information is processed.

8. Xyplix Intellectual Property

Except for User Content and materials governed by a separate client agreement, Xyplix and its licensors retain all rights in and to:

The Xyplix name, logos, and trademarks;

• Website designs and layouts;
• Text, graphics, icons, and visual materials;
• Software and source code;
• Client-portal interfaces;
• Documentation;
• Templates;
• Processes and methodologies;
• Reusable libraries, frameworks, and components;
• Internal tools; and
• Other proprietary materials.

Subject to these Terms, Xyplix grants you a limited, revocable, non-exclusive, non-transferable right to access and use its public website and authorized online services for their intended purposes.

No ownership rights are transferred under these Terms.

Ownership and licensing of custom project deliverables are determined by the applicable written client agreement.

“Xyplix,” associated logos, and related brand elements may not be used without prior written permission.

9. Feedback

You may voluntarily provide suggestions, comments, ideas, or other feedback regarding Xyplix services.

You grant Xyplix the right to use that feedback for lawful business purposes without restriction or compensation. Xyplix will not publicly identify you as the source of feedback without permission, except where permitted by law.

This section does not grant Xyplix ownership of confidential client information, project materials, source code, or business data submitted in connection with a paid engagement.

10. Discovery Calls, Estimates, and Proposals

Discovery calls and preliminary communications are intended to help Xyplix understand a potential project.

Unless otherwise stated in writing:

Preliminary discussions are not binding;

• Estimates are not guaranteed final prices;
• Proposed schedules are not guaranteed start or completion dates;
• Availability may change;
• Project work does not begin until the required agreement is accepted; and
• Xyplix may decline a project at its discretion.

A proposal is binding only to the extent expressly stated in the proposal and after any required acceptance, signature, and payment conditions are satisfied.

11. Fees and Payments

Fees for professional services are governed by the applicable proposal, order form, invoice, or client agreement.

Unless otherwise agreed in writing:

Fees are stated in U.S. dollars;

• You are responsible for applicable taxes other than taxes imposed on Xyplix’s net income;
• Payments must be made through an approved payment method;
• Payment-processing providers may apply their own terms;
• Xyplix may suspend unpaid services after providing any notice required by the applicable agreement or law; and
• Outstanding payment obligations survive suspension or termination.

Deposits, project payments, prepaid hours, recurring services, refunds, late fees, and cancellation rights are governed by the applicable client agreement.

Xyplix will disclose mandatory charges before a customer enters into an online purchase or subscription.

12. Recurring Services

This section applies only where you enroll in a recurring service through an Xyplix website or order process.

Before enrollment, Xyplix will disclose material recurring-service terms, including:

The amount and frequency of charges;

• Whether the service renews automatically;
• The applicable billing interval;
• Any trial or promotional period;
• How to cancel; and
• When cancellation becomes effective.

You authorize Xyplix or its payment processor to charge the selected payment method according to those disclosed terms.

Where required by law, Xyplix will provide an online cancellation method for subscriptions entered into online. New York authorities have emphasized that many customers who enroll online must be able to cancel online, and consumer cancellation processes should not be designed to unreasonably obstruct termination.

Project-based services do not automatically renew unless expressly stated in the applicable agreement.

13. Third-Party Services and Integrations

Xyplix services may link to, depend on, or integrate with third-party products and providers, including cloud platforms, hosting providers, payment processors, authentication providers, software repositories, analytics tools, scheduling platforms, and communications services.

Your use of a third-party service may be governed by that provider’s terms and privacy notice.

Xyplix does not control third-party services and is not responsible for independent actions, content, security practices, changes, outages, or discontinuation by a third-party provider, except to the extent responsibility is expressly assumed in a written client agreement or required by law.

You are responsible for maintaining licenses and permissions for third-party products you direct Xyplix to use, unless the applicable agreement states otherwise.

14. Open-Source and Third-Party Software

Xyplix services and deliverables may use open-source or third-party software.

Such software may be governed by separate license terms. Those applicable license terms control your use of the corresponding component.

Use of an open-source component does not transfer ownership of Xyplix’s proprietary materials or other custom work unless provided in a separate written agreement.

15. Beta and Preview Features

Xyplix may make beta, trial, preview, demonstration, or experimental features available.

These features may:

Be incomplete;

• Contain errors;
• Change without notice;
• Experience interruptions;
• Have limited support;
• Be subject to additional restrictions; or
• Be discontinued.

Unless Xyplix expressly agrees otherwise in writing, beta and preview features should not be used for safety-critical, business-critical, regulated, or production purposes.

16. Website Availability and Maintenance

Xyplix may perform scheduled or emergency maintenance and may modify or temporarily restrict website functionality.

We do not guarantee that the public website or every online feature will be uninterrupted, error-free, or continuously available.

Any uptime, recovery, support-response, backup, or service-credit commitment must be contained in a separate written service-level or client agreement.

17. Security

Xyplix uses safeguards designed to protect its systems and information. However, no website, network, software system, storage method, or electronic transmission can be guaranteed to be completely secure.

You are responsible for:

Protecting your credentials and devices;

• Using supported software and reasonable security practices;
• Maintaining appropriate backups of information under your control;
• Promptly installing relevant updates when required;
• Properly configuring systems under your responsibility; and
• Reporting suspected unauthorized activity.

A cybersecurity assessment, vulnerability review, code review, penetration test, or other security service provides information based on the agreed scope, methods, systems, and testing period. It does not guarantee that a system is free of vulnerabilities, will not experience an incident, or will satisfy every legal or regulatory requirement.

Cybersecurity testing requires express written authorization and a defined scope.

18. Vulnerability Reporting

Researchers who believe they have identified a vulnerability in an Xyplix-operated system should report it to:

Email: [[email protected]]

Reports should include sufficient information to understand and reproduce the issue.

Unless expressly authorized in writing, you must not:

Access or modify another person’s data;

• Download unnecessary information;
• Disrupt a service;
• Perform denial-of-service testing;
• Use social engineering;
• Install malware;
• Demand payment as a condition of withholding disclosure; or
• Publicly disclose an unresolved vulnerability in a manner likely to create harm.

Submitting a report does not create an employment, contractor, or client relationship and does not guarantee compensation.

19. Privacy

Xyplix’s handling of personal information is described in its Privacy Policy.

By using the website or an online service, you acknowledge that information may be processed as described in the Privacy Policy and any applicable client agreement.

If a client agreement contains additional privacy or security obligations, that agreement controls for the applicable client data.

20. Confidential Information

Information submitted through a general inquiry or discovery form is not automatically subject to a confidentiality obligation.

Do not submit trade secrets, credentials, regulated information, or highly sensitive materials through a public form.

Confidentiality obligations relating to potential or active projects must be established through a written non-disclosure agreement, services agreement, or other written commitment.

Xyplix may nevertheless handle nonpublic inquiry information using reasonable care and in accordance with its Privacy Policy.

21. No Professional Advice Through Website Content

General content made available on Xyplix’s public website is for informational purposes only.

It does not constitute:

Legal advice;

• Tax advice;
• Accounting advice;
• Insurance advice;
• Regulatory certification;
• A formal cybersecurity assessment;
• A compliance determination; or
• A guarantee that a particular technology or security approach is appropriate for your organization.

You should consult appropriately qualified advisers when making legal, regulatory, financial, insurance, or compliance decisions.

This section does not disclaim professional obligations that Xyplix expressly accepts under a signed client agreement.

22. Disclaimer of Warranties

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE PUBLIC WEBSITE AND ONLINE CONTENT ARE PROVIDED “AS IS” AND “AS AVAILABLE.”

XYPLIX DISCLAIMS IMPLIED WARRANTIES RELATING TO THE PUBLIC WEBSITE, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

XYPLIX DOES NOT WARRANT THAT:

THE PUBLIC WEBSITE WILL ALWAYS BE AVAILABLE;

• CONTENT WILL BE ERROR-FREE OR COMPLETE;
• EVERY DEFECT WILL BE CORRECTED;
• THE WEBSITE WILL BE FREE OF HARMFUL COMPONENTS; OR
• GENERAL WEBSITE INFORMATION WILL MEET YOUR PARTICULAR NEEDS.

This disclaimer does not replace warranties expressly provided in a signed client agreement and does not exclude rights that cannot lawfully be waived.

23. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, XYPLIX AND ITS MEMBERS, MANAGERS, EMPLOYEES, CONTRACTORS, AND AGENTS WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES ARISING FROM USE OF THE PUBLIC WEBSITE, INCLUDING LOSS OF PROFITS, REVENUE, DATA, GOODWILL, OR BUSINESS OPPORTUNITY.

To the maximum extent permitted by law, Xyplix’s total liability arising solely from your use of the public website and not from a separate paid-service agreement will not exceed the greater of:

The amount you paid Xyplix specifically for the website service giving rise to the claim during the preceding six months; or

• One hundred U.S. dollars.

These limitations do not apply to liability that cannot lawfully be limited or excluded.

Liability relating to paid professional services is governed by the applicable signed client agreement.

24. Indemnification

To the maximum extent permitted by law, you agree to defend, indemnify, and hold harmless Xyplix and its members, managers, employees, contractors, and agents from third-party claims, damages, liabilities, judgments, costs, and reasonable attorneys’ fees arising from:

Your unlawful use of an Xyplix service;

• User Content you provide;
• Your material violation of these Terms;
• Your infringement of a third party’s rights; or
• Your unauthorized security testing or interference with a system.

This section does not require you to indemnify Xyplix for Xyplix’s own fraud, willful misconduct, or liability that cannot lawfully be shifted.

Xyplix may control the defense of a covered claim, provided it acts reasonably and does not agree to a settlement imposing a non-monetary obligation on you without your consent.

25. Suspension and Termination

Xyplix may suspend or terminate access to an online service when reasonably necessary because of:

A material violation of these Terms;

• Suspected fraud or unlawful activity;
• A security risk;
• Unauthorized access;
• Harm to Xyplix, a client, another user, or a third party;
• Nonpayment under an applicable agreement;
• A legal or regulatory requirement;
• Discontinuation of the service; or
• Repeated conduct that materially disrupts the service.

Where reasonably practicable, Xyplix will provide notice and an opportunity to address the issue before terminating access, unless immediate action is needed to protect systems, information, or persons.

After termination:

Your right to use the affected service ends;

• Outstanding payment obligations remain due;
• Data may be retained or deleted according to the Privacy Policy and applicable client agreement; and
• Provisions that by their nature should survive will remain effective.

26. Copyright Complaints

Xyplix respects intellectual-property rights.

A copyright owner or authorized agent who believes material available through an Xyplix-operated service infringes copyright may send a written notice containing:

Identification of the copyrighted work;

• Identification and location of the allegedly infringing material;
• The complaining party’s contact information;
• A statement of good-faith belief that use is unauthorized;
• A statement, under penalty of perjury, that the notice is accurate and the sender is authorized to act; and
• A physical or electronic signature.

Notices may be sent to:

This section does not represent that Xyplix has registered a DMCA designated agent. A provider seeking certain DMCA safe-harbor protections must separately designate and maintain an agent with the U.S. Copyright Office; merely publishing a clause in the Terms is not enough.

27. Reviews and Public Feedback

Nothing in these Terms prohibits you from providing an honest review or assessment of Xyplix’s products, services, or conduct.

You may not use a review or public statement to:

Disclose legally protected confidential information;

• Publish content you know to be false;
• Impersonate another person;
• Make unlawful threats;
• Harass individuals; or
• Violate another person’s rights.

Federal law generally prohibits standardized consumer-contract provisions that restrict or penalize honest reviews.

28. Governing Law and Venue

These Terms are governed by the laws of the State of New York, without regard to conflict-of-law principles.

Before filing a legal action, you and Xyplix agree to make a good-faith effort to resolve the dispute informally. A party initiating a dispute should provide written notice describing the issue and requested resolution. The parties will have 30 days from receipt of notice to attempt an informal resolution.

Unless applicable law requires otherwise, any legal action arising from these Terms or use of the public website must be brought in the state or federal courts located in [Erie County, New York, or other selected county], and each party consents to those courts’ jurisdiction.

This section does not prevent either party from seeking emergency injunctive relief where reasonably necessary to protect systems, confidential information, intellectual property, or legal rights.

Paid client engagements may be subject to different dispute terms under a signed agreement.

29. Changes to These Terms

Xyplix may update these Terms to reflect changes in its services, business practices, technology, or legal obligations.

The updated version will be posted with a revised “Last Updated” date.

For material changes affecting registered users, Xyplix may provide additional notice through email, an account notification, or another reasonable method. Where required, Xyplix may request renewed acceptance.

Changes will apply prospectively unless applicable law or an accepted agreement permits otherwise. The FTC has cautioned that quietly changing online terms to materially expand data use can be unfair or deceptive, which is why material changes should not be treated as invisible or retroactive.

30. Electronic Communications

You consent to receive agreements, notices, disclosures, and other communications electronically where legally permitted.

Electronic communications may be delivered through:

Email;

• The client portal;
• Website notices;
• Account notifications; or
• Other electronic methods associated with the service.

You are responsible for keeping your contact information current.

31. Assignment

You may not assign or transfer your rights under these Terms without Xyplix’s prior written consent.

Xyplix may assign these Terms in connection with a merger, acquisition, reorganization, sale of assets, financing, or transfer of the applicable business or service.

32. Force Majeure

Xyplix will not be responsible for delay or failure caused by circumstances beyond its reasonable control, including natural disasters, severe weather, war, terrorism, civil unrest, labor disruptions, internet or utility failures, government action, widespread cyberattacks, third-party infrastructure failures, or public-health emergencies.

This section does not excuse payment obligations already incurred.

33. General Provisions

These Terms, together with the Privacy Policy and any additional terms applicable to a particular online service, constitute the agreement governing your use of the public website and applicable online services.

If a provision is held unenforceable, it will be modified to the minimum extent necessary or severed, and the remaining provisions will remain effective.

A failure to enforce a provision is not a waiver.

Headings are provided for convenience and do not affect interpretation.

No agency, partnership, joint venture, franchise, fiduciary, employment, or client relationship is created solely through use of the public website.