Terms and Conditions

1. Introduction and Acceptance

Welcome to XSurge.ai's AI-powered Customer Relationship Management (CRM) platform (the "Service"). These Terms and Conditions ("Terms") constitute a legally binding agreement between you (the "User," "you," or "your") and XSurge.ai (the "Company," "we," "us," or "our") governing your access to and use of the Service.

XSurge.ai is a product and registered brand of Grey Matterz Inc. ("Grey Matterz," the "Company"), a Private Company incorporated in the United States.

By accessing, registering for, 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.

These Terms apply to all users worldwide, including but not limited to visitors, registered users, business accounts, and any person or entity accessing the Service in any capacity.

2. Account Registration and Security

2.1 Account Creation

To access certain features of the Service, you must register for an account. You agree to:

• Provide accurate, current, and complete information during registration
• Maintain and promptly update your account information
• Be at least 18 years of age or the age of majority in your jurisdiction
• Have the legal authority to enter into binding contracts
• Use the Service only for lawful purposes

2.2 Account Security

You are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account. You agree to:

• Use strong, unique passwords
• Not share your account credentials with any third party
• Immediately notify us of any unauthorized access or security breach
• Accept responsibility for all activities conducted through your account

2.3 Account Suspension and Termination

We reserve the right to suspend or terminate your account at any time, with or without notice, for violations of these Terms, fraudulent activity, or any other reason we deem appropriate.

3. Service Description and Availability

3.1 Service Offering

Our Service provides a comprehensive CRM platform including but not limited to:

• Contact and customer management
• Campaign creation and management
• Communication channels (Email, WhatsApp, Voice, SMS)
• AI-powered agents and automation
• Analytics and reporting
• Integration with third-party services
• Calendar and scheduling features
• Workflow automation

3.2 Service Modifications

We reserve the right to modify, suspend, or discontinue any part of the Service at any time, with or without notice. We are not liable to you or any third party for any modification, suspension, or discontinuation of the Service.

3.3 Service Level and Uptime

While we strive to provide reliable service with minimal downtime, we do not guarantee uninterrupted access. Scheduled maintenance, updates, and unforeseen technical issues may result in temporary service interruptions.

4. Subscription Plans, Pricing, and Payment

4.1 Subscription Plans

The Service is offered on a subscription basis with various pricing tiers. Each plan includes different features, usage limits, and pricing structures as detailed on our website.

4.2 Payment Terms

• Subscription fees are billed in advance on a recurring basis (monthly, annually, or as otherwise specified)
• You authorize us to charge your payment method automatically
• All fees are non-refundable except as expressly stated in these Terms or required by law
• Prices are subject to change with advance notice
• You are responsible for all applicable taxes

4.3 Free Trials and Promotions

We may offer free trials or promotional periods. Upon expiration, your subscription will automatically convert to a paid plan unless cancelled. Trial terms and conditions will be provided at the time of signup.

4.4 Refund Policy

Refunds are provided only in exceptional circumstances and at our sole discretion. If you believe you are entitled to a refund, please contact our support team within 14 days of the charge.

5. Data Protection, Privacy, and GDPR Compliance

5.1 Data Collection and Use

We collect, process, and store personal data as described in our Privacy Policy. By using the Service, you consent to such collection and use in accordance with applicable data protection laws, including the General Data Protection Regulation (GDPR) for users in the European Union.

5.2 Data Ownership

You retain all ownership rights to the data you upload, create, or store in the Service ("Customer Data"). You grant us a limited license to use, store, and process Customer Data solely for the purpose of providing the Service to you.

5.3 Data Security

We implement industry-standard security measures to protect your data. However, no method of transmission or storage is 100% secure. You acknowledge that you provide data at your own risk.

5.4 Data Portability and Deletion

You have the right to:

• Export your Customer Data in a commonly used format
• Request deletion of your personal data
• Access and correct your personal information
• Object to processing of your data

5.5 International Data Transfers

As our Service is available globally, your data may be transferred to and stored in countries other than your country of residence. We ensure appropriate safeguards are in place for such transfers in compliance with applicable laws.

6. Acceptable Use Policy and User Responsibilities

6.1 Permitted Use

You agree to use the Service only for lawful business purposes consistent with these Terms and all applicable laws and regulations.

6.2 Prohibited Activities

You must not:

• Send spam, unsolicited messages, or engage in mass messaging without proper consent
• Violate any applicable anti-spam laws (CAN-SPAM, GDPR, CASL, etc.)
• Upload, transmit, or distribute malware, viruses, or harmful code
• Attempt to gain unauthorized access to the Service or other users' accounts
• Interfere with or disrupt the Service or servers
• Use the Service for illegal activities, fraud, or deception
• Violate intellectual property rights of others
• Scrape, harvest, or collect user data without authorization
• Impersonate any person or entity
• Use the Service to harass, abuse, or harm others
• Resell or redistribute the Service without permission
• Reverse engineer, decompile, or attempt to extract source code

6.3 Content Compliance

You are solely responsible for all content you create, upload, or transmit through the Service. You must ensure that your content:

• Does not violate any applicable laws or regulations
• Does not infringe on intellectual property rights
• Does not contain defamatory, obscene, or offensive material
• Complies with all marketing and communication laws in your jurisdiction

6.4 API Usage and Rate Limits

If you use our API, you must comply with our API documentation and rate limits. Excessive use that degrades service performance may result in throttling or account suspension.

6.5 CAN-SPAM Act Compliance (Email Marketing)

If you use our Service to send commercial email messages to US recipients, you must comply with the CAN-SPAM Act of 2003. You agree to:

• Not use false or misleading header information
• Not use deceptive subject lines
• Identify messages as advertisements when appropriate
• Include your valid physical postal address in all emails
• Provide a clear and conspicuous opt-out mechanism
• Honor opt-out requests within 10 business days
• Monitor and ensure third parties comply if acting on your behalf

Violation of CAN-SPAM Act may result in immediate account termination and significant legal penalties per violation, as determined by applicable law and regulatory authorities.

6.6 TCPA Compliance (Telephone and SMS Communications)

If you use our Service to make voice calls (including IVR/automated calls), send SMS messages, or contact US phone numbers, you must comply with the Telephone Consumer Protection Act (TCPA) and related FCC regulations. You agree to:

• Obtain express written consent before making autodialed or prerecorded calls to cell phones
• Obtain prior express written consent for telemarketing calls, including clear disclosure of consent to receive calls
• Maintain records of all consent for a minimum of 4 years
• Check numbers against the National Do Not Call (DNC) Registry before making telemarketing calls
• Honor internal Do Not Call requests immediately
• Provide clear opt-out instructions in every automated message
• Include your business name and contact information in all calls/messages
• Only call between 8 AM and 9 PM recipient's local time

Important: TCPA violations can result in statutory damages, class action lawsuits, and criminal penalties as prescribed by law. You are solely responsible for ensuring TCPA compliance when using our voice, SMS, or automated calling features.

We provide tools to help you maintain compliance, but you remain ultimately responsible for obtaining proper consent, maintaining records, and honoring opt-out requests.

6.7 Consent and Opt-Out Management

You are responsible for:

• Obtaining and documenting all necessary consents before contacting individuals via email, SMS, WhatsApp, or voice calls
• Maintaining a suppression list of individuals who have opted out
• Processing opt-out requests promptly (within 10 business days for email, immediately for calls/SMS)
• Ensuring all marketing communications include clear identification and opt-out mechanisms

7. Compliance and Legal Responsibilities

Users are solely responsible for ensuring their use of the Platform complies with all applicable laws and regulations, including but not limited to the CAN-SPAM Act, Telephone Consumer Protection Act (TCPA), GDPR, and other data protection and marketing compliance laws. Violations of these regulations may result in substantial statutory penalties, civil liability, and criminal prosecution. Users agree to indemnify and hold XSurge.ai harmless from any claims, damages, or penalties arising from their non-compliant use of the Platform.

8. Intellectual Property Rights

8.1 Our Intellectual Property

The Service, including all software, designs, text, graphics, logos, and other content (excluding Customer Data), is owned by us or our licensors and is protected by copyright, trademark, and other intellectual property laws.

8.2 License to Use

Subject to these Terms and your subscription, we grant you a limited, non-exclusive, non-transferable, revocable license to access and use the Service for your internal business purposes.

8.3 Trademark Usage

You may not use our trademarks, logos, or brand names without our prior written consent.

9. Third-Party Integrations and Services

9.1 Integration Services

The Service may integrate with third-party services (e.g., email providers, WhatsApp, payment processors, calendar services). Your use of such third-party services is subject to their respective terms and conditions and privacy policies.

9.2 WhatsApp Business Policy Compliance

If you use our WhatsApp integration features, you must comply with WhatsApp's Business Policy and Commerce Policy. You agree to:

• Obtain opt-in consent before sending WhatsApp messages
• Only message users who have initiated contact or explicitly consented
• Not send spam, promotional content, or automated messages without proper authorization
• Comply with WhatsApp's 24-hour messaging window for promotional content
• Maintain accurate business profile information

Violations of WhatsApp policies may result in your WhatsApp Business account being restricted or banned, which is outside our control.

9.3 No Endorsement

We do not endorse, warrant, or assume responsibility for any third-party services. Any issues with third-party services should be directed to the respective service provider.

9.4 External Links

The Service may contain links to external websites. We are not responsible for the content, accuracy, or practices of external sites.

10. Disclaimers and Limitation of Liability

10.1 Service "As Is"

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

10.2 Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, DATA, OR USE, ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICE.

10.3 Liability Cap

OUR TOTAL LIABILITY TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICE SHALL NOT EXCEED THE AMOUNT YOU PAID US IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

10.4 Jurisdictional Limitations

Some jurisdictions do not allow certain warranty disclaimers or limitations of liability. In such jurisdictions, our liability will be limited to the maximum extent permitted by law.

11. Indemnification

You agree to indemnify, defend, and hold harmless the Company, its affiliates, officers, directors, employees, agents, and licensors from and against any claims, liabilities, damages, losses, costs, or expenses (including reasonable attorneys' fees) arising out of or related to:

• Your use or misuse of the Service
• Your violation of these Terms
• Your violation of any rights of a third party
• Your Customer Data or content
• Your violation of any applicable laws or regulations
• Your violations of CAN-SPAM, TCPA, or other US telecommunications and marketing laws, including but not limited to class action lawsuits, regulatory fines, penalties, and claims arising from unsolicited communications sent through our Service
• Your failure to obtain proper consent before contacting individuals via email, SMS, WhatsApp, or voice calls

This indemnification obligation will survive termination of these Terms and your use of the Service.

12. Termination and Cancellation

12.1 Termination by You

You may cancel your subscription at any time through your account settings. Cancellation will be effective at the end of your current billing period. No refunds will be provided for the remaining subscription period.

12.2 Termination by Us

We may suspend or terminate your access to the Service immediately, with or without notice, for:

• Violation of these Terms
• Non-payment of fees
• Fraudulent or illegal activity
• Any reason at our sole discretion

12.3 Effect of Termination

Upon termination:

• Your right to access and use the Service will cease immediately
• We may delete your account and Customer Data after a reasonable period
• You remain liable for all charges incurred before termination
• Provisions that by their nature should survive will continue to apply

12.4 Data Retrieval

Upon termination, you should export your Customer Data immediately. We will retain your data for a limited period (typically 30 days) after termination, after which it may be permanently deleted.

13. Governing Law and Dispute Resolution

13.1 Governing Law

These Terms 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 law principles.

13.2 Dispute Resolution

Any disputes arising out of or related to these Terms or the Service shall be resolved through:

1. Informal Negotiation: The parties will first attempt to resolve disputes through good-faith negotiation
2. Mediation: If negotiation fails, disputes may be submitted to mediation
3. Arbitration or Litigation: Unresolved disputes will be subject to binding arbitration or litigation in the courts of New Jersey, United States

13.3 Class Action Waiver

To the extent permitted by law, you agree that disputes will be resolved on an individual basis and you waive any right to bring claims as a class action or collective proceeding.

14. Changes to These Terms

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

• Update the "Last Updated" date at the top of this document
• Notify you via email or through the Service
• Provide you with reasonable notice before the changes take effect

Your continued use of the Service after changes become effective constitutes acceptance of the revised Terms. If you do not agree to the changes, you must cancel your account.

15. General Provisions

15.1 Entire Agreement

These Terms, together with our Privacy Policy and any other policies referenced herein, constitute the entire agreement between you and us regarding the Service.

15.2 Severability

If any provision of these Terms is found to be invalid or unenforceable, that provision will be enforced to the maximum extent possible, and the remaining provisions will remain in full force and effect.

15.3 Waiver

Our failure to enforce any provision of these Terms does not constitute a waiver of that provision or any other provision.

15.4 Assignment

You may not assign or transfer these Terms or your rights under them without our prior written consent. We may assign these Terms at any time without notice.

15.5 Force Majeure

We are not liable for any failure or delay in performance due to circumstances beyond our reasonable control, including but not limited to acts of God, war, terrorism, natural disasters, or government actions.

15.6 No Agency

Nothing in these Terms creates any agency, partnership, joint venture, or employment relationship between you and us.

16. Contact Information

If you have questions about these Terms or need to contact us regarding the Service, please reach out through:

17. Acknowledgment and Acceptance

BY ACCESSING OR USING THE SERVICE, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS. IF YOU DO NOT AGREE TO THESE TERMS, YOU MUST NOT USE THE SERVICE.