Terms of Service

These Terms govern your use of CXO, operated by Partial, Inc. ("CXO", "we", "us", "our"). By creating an account, connecting a third-party platform, or otherwise using the Services, you agree to these Terms. If you do not agree, do not use the Services.

Please read Section 18 carefully. It contains a binding arbitration agreement and a class-action waiver that affect your legal rights, including your right to bring a lawsuit in court or participate in a class action. You can opt out within 30 days of first creating your CXO account.

Defined terms used throughout: "Services" means the CXO product at cxo.ai and any related applications, APIs, and features. "Advertising Platform" means any third-party ad network or social platform on which CXO operates on your behalf, including but not limited to Meta (Facebook, Instagram, WhatsApp), TikTok, Google Ads, YouTube, LinkedIn, X (Twitter), Pinterest, Snapchat, and Reddit. "AI Output" means any image, video, audio, copy, code, or other content generated by the AI features of the Services. "Customer Data" means anything you upload, type, or otherwise submit to the Services, plus content collected on your behalf from connected platforms.

1. The Services

CXO is an AI-driven marketing tool that helps you generate creative, publish content, run ad campaigns, manage engagement, and conduct related marketing operations on the channels you connect. Features may evolve and we may add, change, or remove functionality at any time.

2. Your account

2.1 Eligibility

You must be at least eighteen (18) years old, or the age of majority in your jurisdiction (whichever is older), to enter into these Terms and use the Services. If you are accessing the Services on behalf of an organization, you confirm that you have authority to bind that organization to these Terms.

2.2 Credentials and account responsibility

• You're responsible for keeping your login credentials confidential and using strong, unique authentication.
• You're responsible for everything that happens under your account.
• One person or organization per account, unless we agree otherwise in writing.

2.3 Unauthorized access — your obligations and our disclaimer

You will notify CXO immediately at support@cxo.ai of any actual or suspected unauthorized access to, use of, or compromise of your account or credentials. You remain responsible for all activity occurring under your account until CXO receives such notification and has a reasonable opportunity to act on it.

UNDER NO CIRCUMSTANCES IS CXO RESPONSIBLE FOR ANY DAMAGE, LOSS, OR INJURY RESULTING FROM HACKING, TAMPERING, PHISHING, CREDENTIAL STUFFING, SOCIAL ENGINEERING, OR OTHER UNAUTHORIZED ACCESS TO OR USE OF YOUR ACCOUNT, THE SERVICES, OR ANY CONNECTED PLATFORM.

3. Connected platforms & your authorizations

When you connect a third-party platform — including any Advertising Platform — you authorize CXO to take actions on that platform on your behalf, within the permissions you've explicitly granted through the platform's official login flow.

By connecting a platform, you confirm that:

• You own the connected account or are authorized to manage it on behalf of its owner.
• The Customer Data and content CXO publishes on your behalf is content you have all rights to use.
• You will comply with the connected platform's terms of service, advertising policies, community guidelines, and acceptable-use rules — including Meta Platform Terms, Facebook Community Standards, Instagram Community Guidelines, Meta Advertising Standards, and the equivalent rules of any other Advertising Platform.
• You take final responsibility for what gets published, even when CXO drafts or posts it on your behalf.

3.1 Likeness, biometric, and identifiable-person warranties

For any image, video, audio, or other content you upload, link to, or otherwise provide to CXO that depicts an identifiable individual — including yourself, employees, customers, models, brand partners, or any other person — you represent and warrant that you have obtained all necessary written consents, releases, and permissions from each such individual to enable CXO to use that content as contemplated by these Terms, including for AI generation, transformation, derivative works, and publication on connected platforms. You agree to defend and indemnify CXO against any claim arising from a failure to obtain such rights, including claims of right of publicity, defamation, false light, invasion of privacy, or violation of biometric-privacy law.

3.2 Sensitive content you should not submit

You should not submit government identification numbers, payment-card data, classified information, controlled unclassified information, confidential proprietary information of third parties, or unlicensed copyrighted content through the Services. The Services are general-purpose AI marketing tools and are not designed to handle such categories of data with the elevated protections those laws or contracts may require.

Some Service features specifically use biometric data (such as voice clones or face-based video generation). When you choose to use those features, see Section 2.4 of our Privacy Policy for how the data is handled, retained, and deleted. Do not submit biometric data to any other part of the Services where it is not required by the feature.

3.3 Revocation

You can revoke our access at any time, either from the connected platform's own settings or from CXO's settings. Revocation is effective immediately and we stop calling that platform's APIs.

4. Acceptable use

You agree not to use the Services, or permit anyone using your account to use the Services, to:

4.1 General prohibitions

• Send spam, run inauthentic engagement, operate fake accounts, manipulate metrics, or violate any Advertising Platform's authenticity or integrity rules.
• Impersonate another person, business, or government entity, or misrepresent your affiliation with anyone.
• Publish content that is illegal, infringing, defamatory, harassing, threatening, hateful, or that violates the policies of any connected platform.
• Attempt to bypass rate limits, quotas, technical restrictions, or access controls in CXO or the platforms it connects to.
• Reverse-engineer, decompile, scrape, harvest, or republish the Services or their outputs outside their intended use.
• Develop, train, evaluate, fine-tune, distill, or improve any artificial-intelligence, machine-learning, or generative system that competes with CXO using the Services, AI Output, or any prompts or feedback you submit (see also Section 5.5).
• Scrape, monitor, harvest, or use the Services to benchmark, evaluate, or compete with CXO.

4.2 High-risk use

You agree not to use AI Output in high-risk or sensitive contexts — including medical decisions, legal advice, financial-product recommendations, employment decisions, credit decisions, government services, critical infrastructure, or any safety-critical situation — without independent review by a qualified professional in that field. The Services are built for marketing and creative work, not for situations where AI inaccuracy could cause physical, financial, legal, or reputational harm to a person who relies on it.

4.3 Sensitive-data prohibitions

• Protected Health Information (PHI). You may not upload, process, transmit, or store PHI as defined under the U.S. Health Insurance Portability and Accountability Act ("HIPAA") through the Services unless you and CXO have executed a Business Associate Agreement ("BAA") in advance. CXO is not a HIPAA-covered entity by default and the Services are not designed for use with PHI. Use of the Services with PHI in the absence of an executed BAA is a material breach of these Terms.
• Cardholder data. You may not upload, process, transmit, or store cardholder data — including primary account numbers (PANs), full track data, CAV2/CVC2/CVV2/CID, PINs, or PIN blocks — through the Services. CXO is not a PCI-DSS service provider for Customer-uploaded payment data; payment-card data flows must occur outside the Services through compliant payment processors.
• Government-restricted data. You may not submit classified information, controlled unclassified information (CUI), or any data subject to U.S. export controls under ITAR or EAR Category XVI (or equivalent foreign rules) without CXO's prior written consent.

4.4 Specific content prohibitions

You will not use the Services to create, generate, upload, or publish:

• Child sexual abuse material (CSAM), child sexualization, or content that exploits minors, whether or not any portion is AI-generated.
• Non-consensual intimate imagery, including AI-generated nudity or sexualized content depicting any identifiable person without their explicit, documented consent.
• Synthetic media or "deepfakes" that depict any real, identifiable person doing or saying something they did not do or say, without that person's documented consent (other than constitutionally protected satire or parody clearly marked as such).
• Political advertisements, election-related advertising, or content intended to influence the outcome of an election or referendum, unless you have separately verified the legality of such advertising in every jurisdiction it will be served and complied with all platform political-advertising rules.
• Public-health misinformation, including false or misleading claims about diseases, vaccines, treatments, public-health emergencies, or regulated medical products.
• Content designed to deceive users about whether content is AI-generated, where such disclosure is required by law (including the EU AI Act and applicable U.S. state laws).
• Content that infringes any copyright, trademark, patent, trade secret, right of publicity, or other intellectual-property or contractual right.

4.5 Catch-all backstop

You will not engage in any activity that CXO, in its sole and reasonable discretion, deems abusive, fraudulent, deceptive, harmful to other users, harmful to the integrity of the Services or any connected platform, or otherwise contrary to the spirit of these Terms or applicable law. The list of prohibitions in this Section 4 is illustrative, not exhaustive.

We may suspend or terminate your account if we reasonably believe you've broken these rules, sometimes immediately, in accordance with Section 8.

5. Customer Data, AI Output, and license

5.1 Ownership

As between you and CXO, the Customer Data you give us, the AI Output we generate from it, and the content you publish through the Services remain yours. We do not claim ownership of any of it. To the extent permitted by law and to the extent CXO has any, CXO hereby assigns to you all of CXO's right, title, and interest (if any) in and to AI Output created for your account. CXO makes no representation as to whether AI Output is protectable under copyright, patent, or any other intellectual-property regime.

5.2 License you grant to CXO

You grant CXO a worldwide, non-exclusive, royalty-free, sublicensable license to host, store, process, transmit, display, modify, and create derivative works of Customer Data — solely as needed to operate the Services, deliver the features you've activated, and act on your behalf on connected platforms.

You represent and warrant that you have all rights, licenses, consents, and permissions necessary to submit Customer Data to the Services and to grant CXO the licenses in this Section 5.2 — including without limitation any rights of publicity, trademark rights, and copyright in submitted brand assets, references, or example content.

We do not use Customer Data to train general-purpose AI models, and we do not share Customer Data with third parties beyond the sub-processors disclosed in our Privacy Policy.

We may, however, derive anonymized, aggregated, or de-identified data from Customer Data — in a form that does not identify you, your brand, or any individual — and use it for product improvement, internal benchmarking, service analytics, and aggregated marketing claims (for example, "campaigns run through CXO see X% better CTR"). Once de-identified, such data is no longer Customer Data.

5.3 AI Output — at your sole risk

Generative AI can produce inaccurate, biased, incomplete, infringing, or unexpected results. YOUR USE OF ANY AI OUTPUT FROM CXO IS AT YOUR SOLE RISK. YOU AGREE NOT TO RELY ON AI OUTPUT AS A SOURCE OF TRUTH. You are responsible for reviewing every AI-generated image, video, caption, ad creative, message, and any other AI Output before you publish it, send it, send it on your behalf, or otherwise use it in your business. CXO does not warrant the accuracy, originality, suitability, or legal compliance of any AI Output.

CXO does not warrant that AI Output will comply with any Advertising Platform's current or future content policies, advertising standards, or community guidelines. Any platform-policy strike, account flag, content takedown, demotion, or suspension arising from AI Output you authorize for publication is your responsibility.

5.4 AI Output may not be unique

AI Output may be similar or identical to content generated for other CXO users who submit similar prompts, references, or brand inputs. CXO does not warrant that any AI Output is unique to you, and we make no representation of exclusivity over content generated for your account. If exclusivity matters for a specific use, you should add your own creative review, customization, or trademark/copyright registration before publishing.

For clarity, the assignment in Section 5.1 does not and cannot convey to you ownership rights over AI Output that is identical or substantially similar to AI Output generated for other users from comparable inputs. Where exclusivity matters, you should apply your own creative review, differentiation, and where appropriate trademark or copyright registration before claiming exclusive rights over AI Output.

5.5 No use of CXO to train competing systems

You agree not to use CXO, any AI Output you receive from it, or any prompts or feedback you submit to develop, train, evaluate, fine-tune, distill, or improve any artificial-intelligence, machine-learning, or generative system that competes with CXO. This includes — but is not limited to — using AI Output as labeled training data, fine-tuning data, evaluation benchmarks, or distillation targets.

5.6 Feedback

If you send us feedback — bug reports, feature ideas, comments, suggestions, evaluations, or any other input about CXO — you grant us a worldwide, perpetual, irrevocable, royalty-free, fully paid, sublicensable, and transferable license to use, copy, modify, distribute, publish, and otherwise exploit that feedback for any purpose, without obligation or compensation to you. We have no obligation to keep feedback confidential.

5.7 Model versioning and deprecation

CXO may, at any time and without notice, change, replace, deprecate, retrain, or discontinue any underlying artificial-intelligence or machine-learning model that powers the Services, including swapping between models from different vendors. AI Output may differ between model versions, and CXO does not warrant that any output, capability, or behavior of an earlier model version will be available in any future version. Such changes do not constitute a breach of these Terms or a basis for any refund or other claim.

5.8 Auto-optimization performance disclaimer

All auto-optimization, recommendation, and AI-driven decision features — including autonomous bid adjustment, budget reallocation, audience targeting changes, and variant scaling — are provided AS IS and AS AVAILABLE. CXO makes no representation or warranty about the results, performance, accuracy, return on ad spend, conversion rates, or business outcomes of any campaign, ad set, creative, audience, or autonomous action managed through such features. Customer remains solely responsible for achieving the intended goals and results of Customer's marketing efforts.

6. Plans, billing, ad spend, and autonomous action

6.1 Subscriptions, trials, and CXO fees

• Paid plans renew automatically at the cadence shown when you subscribed, until you cancel.
• You can cancel anytime in account settings; cancellation takes effect at the end of the current billing period and we don't bill you for unused months going forward.
• Trials end automatically and don't roll into a paid plan unless you opt in.
• Fees are non-refundable except where required by law.
• We may change pricing on advance notice; price changes don't apply to the current billing period.
• You're responsible for any taxes associated with your purchase, except taxes based on our net income.

6.2 Ad-spend payment responsibility

You are solely and exclusively responsible for all charges, fees, taxes, surcharges, and other amounts billed by any Advertising Platform to your connected ad accounts. CXO facilitates campaign management on your behalf but is not a party to any transaction between you and any Advertising Platform. CXO does not collect, hold, route, or remit ad spend on your behalf. CXO is not liable for any charges, overages, refunds, chargebacks, or unexpected billing by any Advertising Platform, regardless of cause, including charges that result from autonomous actions taken by CXO under Section 6.3.

6.3 Autonomous action — your authorization, our disclaimer

You expressly authorize CXO to take autonomous actions within your connected accounts, including without limitation:

• Launching, pausing, resuming, or ending campaigns and ad sets;
• Adjusting bids, budgets, schedules, placements, and targeting parameters;
• Reallocating budget between campaigns, ad sets, and creative variants;
• Scaling ad spend up or down within configured limits;
• Generating, editing, and publishing ad creative, organic posts, comments, and direct messages;
• Engaging with comments and inbound messages on your behalf within the rules you set.

You acknowledge that autonomous actions are taken based on algorithmic analysis of incomplete and noisy real-world data. CXO MAKES NO WARRANTY as to the results, returns, or outcomes of any autonomous action. You are solely responsible for setting and monitoring all spend caps, daily limits, lifetime budgets, frequency caps, and any other campaign-level controls available to you in your connected accounts. CXO's liability for any autonomous action — whether arising from algorithmic error, software defect, race condition, model misbehavior, or otherwise — is subject to the limitation of liability in Section 15, which controls. CXO is in no event liable for any advertising spend charged by any Advertising Platform as a result of any autonomous action; advertising spend is excluded from the damages calculation under Section 15.3.

6.4 Billing dispute window

You must notify CXO in writing of any billing dispute — including disputes arising from autonomous ad spend actions, subscription charges, or charges from any Advertising Platform — within thirty (30) calendar days of the first invoice or charge event to which the dispute relates, or such longer period as is required by applicable consumer-protection law in your jurisdiction. Disputes not raised within this period are conclusively waived. Send notice to legal@cxo.ai with enough detail to identify the disputed charge.

6.5 Audit log retention

CXO maintains audit logs of autonomous actions taken in your connected accounts — including campaign launches, pauses, budget changes, and variant scaling — for a period of ninety (90) days. You may request an export of these logs by emailing legal@cxo.ai during the thirty-day billing dispute window described in Section 6.4. After ninety days, logs are purged in the ordinary course.

7. Service availability, beta features, third-party APIs & force majeure

7.1 Service availability — no SLA on free or beta

We try hard to keep CXO available, but we do not guarantee that the Services will be uninterrupted, timely, secure, or error-free. Maintenance, third-party platform changes, and unexpected outages may temporarily affect access. Where possible, we'll communicate planned downtime in advance.

No service-level agreement, uptime commitment, or availability guarantee applies to the Services unless separately set forth in a written order form or addendum signed by an authorized CXO representative. Free-tier accounts, trial accounts, and Beta features are explicitly excluded from any SLA. Absence of a separately agreed SLA means no availability commitment exists.

7.2 Beta and early-access features

From time to time we may offer features labeled "beta", "early access", "preview", or similar. Beta features are provided as-is and as-available, may be incomplete or unstable, may change, degrade, or be discontinued at any time without notice, and are not covered by any warranty, support commitment, or service-level guarantee in these Terms. Use of beta features is voluntary and at your own risk. To the fullest extent permitted by law, CXO has no liability arising out of or in connection with any beta or early-access feature.

7.3 Third-party API and platform changes

The Services depend on application programming interfaces ("APIs"), webhooks, data feeds, models, and functionality provided by Advertising Platforms and other third-party services that CXO does not control. These dependencies may change, degrade, become rate-limited, be deprecated, or be discontinued at any time, with or without notice. CXO may, at its sole discretion, modify, limit, suspend, or discontinue any feature or capability of the Services that depends on a third-party API or service in response to any such change, and CXO will not be liable to you or any third party for any loss, damage, or disruption arising from any such change.

7.4 Force majeure

Neither party is liable for any failure or delay in performance — except, on your part, the obligation to pay fees outstanding — caused by events beyond its reasonable control, including without limitation: acts of God, natural disasters, severe weather, fire, war, terrorism, civil unrest, pandemics, public-health emergencies, government actions, sanctions or embargoes, internet or telecommunications outages, data-center or cloud-provider failures (including but not limited to AWS, Vercel, Supabase, Anthropic, OpenAI, Google, FAL, or Meta API outages), API rate limiting, API deprecations, policy changes by any Advertising Platform, labor disputes, or any other force majeure event.

8. Suspension, termination, and data export

8.1 Termination by you

You can close your account at any time from settings or by emailing support@cxo.ai. Termination by you does not entitle you to a refund of fees already paid for the current billing period.

8.2 Tiered suspension and termination by CXO

CXO may suspend or terminate your access to the Services as follows:

• Immediately and without prior notice for violations of Section 4 (Acceptable Use), Section 10 (Export Controls), suspected fraud or money laundering, an Advertising Platform's request that we cease providing service to you, or any threat to the security or stability of the Services.
• On five (5) business days' written notice for non-payment of fees after the original due date.
• On ten (10) business days' written notice for any other material breach of these Terms that you have not cured during the notice period.

You may request informal review of any suspension or termination by emailing legal@cxo.ai within ten (10) business days of the event. CXO's determination on review is final.

8.3 Data export and deletion on termination

Upon termination, CXO will make Customer Data available for electronic retrieval for thirty (30) days. After this thirty-day window, Customer Data will be deleted in the ordinary course and CXO will have no further obligation to retain, restore, or provide access to that data. CXO may delete Customer Data immediately and without a retrieval window if termination results from a violation of Section 4 (Acceptable Use), Section 10 (Export Controls), suspected fraud, an Advertising Platform's request, or a determination that continued retention would expose CXO to legal liability.

Sections that survive termination are listed in Section 19.

9. DMCA & copyright

CXO respects intellectual property rights and complies with the U.S. Digital Millennium Copyright Act ("DMCA").

9.1 Notice of infringement

If you believe content created or published through CXO infringes your copyright, send a written notice to our designated DMCA agent at legal@cxo.ai (subject: "DMCA Notice") including:

1. Your physical or electronic signature.
2. Identification of the copyrighted work claimed to be infringed.
3. Identification of the allegedly infringing material with enough detail for us to locate it (URL, post ID, or screenshot).
4. Your contact information — full name, address, phone, and email.
5. A statement that you have a good-faith belief the use is unauthorized by the copyright owner, its agent, or the law.
6. A statement, under penalty of perjury, that the information in your notice is accurate and that you're the copyright owner or authorized to act on the owner's behalf.

9.2 Counter-notice

If you believe your content was wrongly removed in response to a DMCA notice, you can submit a counter-notice to legal@cxo.ai (subject: "DMCA Counter-Notice") including the elements required by 17 U.S.C. § 512(g)(3). We'll forward valid counter-notices to the original complainant; if they don't file a court action within 10–14 business days, we may reinstate the content.

9.3 Repeat infringers

We have a policy of terminating, in appropriate circumstances, the accounts of users we determine to be repeat infringers.

10. Export controls & sanctions

You confirm that:

• You're not located in, under the control of, or a national or resident of any country or region subject to U.S. embargo or comprehensive sanctions, including (as of the last-updated date above) Cuba, Iran, North Korea, Syria, and the Crimea, Donetsk, and Luhansk regions of Ukraine, plus any other country or region added to the U.S. sanctions list during the term of these Terms.
• You're not on any U.S. government list of restricted parties — including the U.S. Treasury Department's Specially Designated Nationals (SDN) list, the U.S. Commerce Department's Denied Persons List, Entity List, or Unverified List, or any equivalent list maintained by the EU or UK.
• You will not export, re-export, transfer, or otherwise make available the Services, AI Output, or any related technical data to any restricted country, region, party, or end-use prohibited by U.S. or other applicable export-control laws.

If we determine that your use of the Services violates these requirements, we may suspend or terminate your account immediately and report the violation to applicable authorities.

11. AI-generated content responsibility

All AI Output is provided for your review and approval before publication. You are solely responsible for:

• Reviewing AI Output before authorizing it to be published, sent, or otherwise distributed (whether the publication is performed by you manually or by CXO autonomously under Section 6.3).
• Ensuring AI Output complies with each applicable Advertising Platform's content policies, community guidelines, and advertising standards.
• Any platform-policy strikes, account flags, suspensions, content takedowns, demotions, or other restrictions arising from AI Output published through your account.
• Any third-party rights claims arising from AI Output, including copyright, trademark, right of publicity, or false-advertising claims.

CXO does not pre-screen AI Output for compliance with any platform's policies and does not warrant that AI Output will comply with any current or future platform rule.

12. Connected-platform suspension carve-out

CXO is not liable for the suspension, restriction, throttling, demonetization, banning, deactivation, or termination of your account on any Advertising Platform — including without limitation Meta (Facebook, Instagram, WhatsApp), TikTok, Google Ads, YouTube, LinkedIn, X (Twitter), Pinterest, or Snapchat — whether or not such action arises from your use of the Services. You are solely responsible for maintaining good standing on each connected platform, including continuing compliance with that platform's terms of service, advertising policies, community guidelines, and acceptable-use rules. You acknowledge that platforms may change rules unilaterally and that compliance with those rules is your continuing obligation, regardless of how CXO's auto-generation or autonomous features behave.

13. Content moderation

CXO has the right but not the obligation to monitor, review, or moderate any Customer Data, AI Output, or other content created, uploaded, generated, or published through the Services. CXO does not pre-screen content, and CXO has no duty to act on any complaint, report, or notice unless legally required to do so.

CXO reserves the right, in its sole discretion, to remove, refuse to publish, suspend, or otherwise restrict access to any content for any reason or no reason, with or without notice. CXO will not be liable to you or any third party for the removal of any content or for any failure to remove content.

14. Disclaimers

The Services are provided "as is" and "as available". To the fullest extent permitted by law, CXO disclaims all warranties — express, implied, or statutory — including merchantability, fitness for a particular purpose, title, and non-infringement.

CXO does not warrant that the Services will meet your requirements, perform uninterrupted, be error-free, be secure against every threat, or produce specific business outcomes. CXO does not warrant the accuracy, originality, completeness, or legal compliance of any AI Output, and CXO does not warrant that AI Output will be free of third-party rights claims, will comply with the policies of any Advertising Platform, or will be unique to you.

No advice or information, whether oral or written, obtained from CXO or through the Services, creates any warranty not expressly stated in these Terms.

15. Limitation of liability

15.1 Excluded damages

To the fullest extent permitted by law, neither CXO nor its officers, directors, employees, contractors, or affiliates will be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for lost profits, lost revenue, lost goodwill, lost data, business interruption, advertising spend, or substitute-service costs — even if we knew the loss was possible.

15.2 Aggregate cap

CXO's total cumulative liability for any and all claims arising out of or relating to these Terms, regardless of legal theory, is limited to the lesser of:

• The amount you paid CXO in the twelve (12) months before the event giving rise to the claim; or
• One hundred US dollars (USD $100).

MULTIPLE CLAIMS DO NOT ENLARGE THIS CAP. THE CAP APPLIES IN THE AGGREGATE ACROSS ALL CLAIMS, WHETHER ARISING IN CONTRACT, TORT, STATUTE, STRICT LIABILITY, OR ANY OTHER LEGAL THEORY.

15.3 No liability for advertising spend

For the avoidance of doubt: advertising spend charged by any Advertising Platform — including spend that results from autonomous actions taken by CXO under Section 6.3 — is excluded entirely from any damages calculation under these Terms. You bear the cost and risk of advertising spend regardless of cause.

15.4 Basis of the bargain; failure of essential purpose

EACH PROVISION OF THESE TERMS THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTY, OR EXCLUSION OF DAMAGES IS INTENDED TO ALLOCATE THE RISKS OF THESE TERMS BETWEEN THE PARTIES. THIS ALLOCATION IS REFLECTED IN THE PRICING OFFERED BY CXO TO CUSTOMER AND IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN. THE LIMITATIONS IN THIS SECTION 15 WILL APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY AND WILL SURVIVE TERMINATION OR EXPIRATION OF THESE TERMS INDEFINITELY.

15.5 Local-law floor

Some jurisdictions do not allow the limitation or exclusion of certain damages; in those jurisdictions our liability is limited to the smallest amount permitted by law.

16. Indemnification

You will defend, indemnify, and hold CXO and its officers, directors, employees, contractors, and affiliates harmless against any third-party claim, demand, loss, or expense (including reasonable attorneys' fees) arising out of:

• Your Customer Data, your AI Output, or any content you publish or authorize to be published through the Services;
• Any claim that your published content infringes third-party rights, is defamatory, violates a right of publicity, or violates law;
• Your use of the Services in violation of these Terms;
• Your violation of any law or third-party right;
• Your violation of Section 3.1 (likeness and identifiable-person warranties);
• Your violation of Section 4 (Acceptable Use), including Section 4.3 (sensitive data) and Section 4.4 (specific content prohibitions);
• Your violation of Section 10 (Export Controls);
• Your breach of any Advertising Platform's terms of service, advertising policies, or community guidelines;
• Your failure to review AI Output before authorizing publication;
• Any unauthorized or unlawful use of your connected accounts; and
• Any third-party claim relating to ad spend, ad performance, or platform-account suspension.

We'll give you prompt notice of any indemnified claim, allow you to control the defense (with counsel reasonably acceptable to us), and reasonably cooperate at your expense. You may not settle any claim that imposes obligations on us — financial or otherwise — without our written consent.

16.2 CXO IP indemnification (platform only)

Subject to the limitations in this Section 16.2, CXO will defend you against any third-party claim that the CXO platform itself — meaning the authentication, account-management, conversation, dashboard, and API surfaces operated by CXO at cxo.ai, excluding AI Output, Customer Data, content you publish through the Services, and any Advertising Platform's content — directly infringes a US-issued patent, copyright, or registered trademark, and will pay amounts finally awarded by a court or agreed in settlement that are directly attributable to such a claim.

This indemnification does NOT apply to:

• AI Output, which is governed by Sections 5.3–5.4 and is at your sole risk;
• Customer Data, including any brand inputs, references, or content you submit;
• Any content you publish or authorize to be published through the Services;
• Any modification of the Services not authorized by CXO;
• Combination of the Services with non-CXO software, data, or processes where the claim would not have arisen from the Services standalone;
• Compliance with your specifications, configurations, or instructions;
• Use of a deprecated version of the Services where a non-infringing replacement was offered to you; or
• Any Advertising Platform's terms of service, advertising policies, or community guidelines.

Our total cumulative liability under this Section 16.2 is subject to the limitation of liability cap in Section 15. This is your sole and exclusive remedy for any claim that the Services infringe third-party intellectual property.

17. Government and law-enforcement requests

17.1 Required legal process by data category

CXO requires the following minimum legal process from US government and law-enforcement authorities to compel disclosure, consistent with the Stored Communications Act (18 U.S.C. § 2701 et seq.):

• Customer Content (chat conversations, brand inputs, AI Output, generated creative) — disclosed only in response to a search warrant issued by a court of competent jurisdiction upon a showing of probable cause.
• Account metadata not classified as content (account name, email, signup IP, login timestamps, billing identity) — disclosed in response to a subpoena, court order, or search warrant.
• Basic subscriber information (whether an account exists for a given identifier) — disclosed in response to a subpoena.
• Connected Advertising Platform data and tokens — disclosed only in response to a search warrant; CXO will, where permitted, defer to the issuing authority to seek the same data directly from the underlying platform.

17.2 Customer notification

Where permitted by law, CXO will provide you with prior notice and a reasonable opportunity to seek a protective order before disclosing. CXO will not voluntarily disclose Customer Content without first attempting to notify you, except where notice is prohibited by law, court order, or where CXO reasonably believes notice would create a risk of injury, fraud destruction or alteration of evidence, or obstruction of a legitimate investigation.

17.3 Emergency disclosures

CXO may disclose information without prior process or customer notice if CXO believes in good faith that the disclosure is necessary to address an imminent risk of death or serious physical injury, consistent with 18 U.S.C. § 2702(b)(8).

17.4 Foreign requests

For requests from non-US authorities, CXO requires that the request be transmitted through a Mutual Legal Assistance Treaty (MLAT), letter rogatory, or other recognized international legal process, except where the foreign law-enforcement request relates to an account associated with that jurisdiction and where compliance is permitted under US law.

17.5 Transparency report

Beginning in 2027, CXO will publish an annual transparency report at cxo.ai/legal/transparency summarizing the number of legal-process requests received, by type and jurisdiction, and the number where any data was produced. We will also publish a one-page Law Enforcement Data Request Policy summarizing the requirements above.

18. Disputes & arbitration

PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO BRING A LAWSUIT IN COURT OR PARTICIPATE IN A CLASS ACTION.

18.1 Informal resolution

Before filing any formal dispute, both parties agree to try in good faith to resolve the issue informally for at least 60 days. Send a notice describing the dispute and requested resolution to legal@cxo.ai (or, for us, to the email on your account).

18.2 Mandatory binding arbitration

If informal resolution fails, all disputes, claims, or controversies arising out of or relating to these Terms, the Services, or your relationship with CXO will be resolved exclusively through final and binding individual arbitration administered by JAMS (jamsadr.com) under its Streamlined Arbitration Rules then in effect. The arbitration will be held in Delaware or, at your option, by phone or video conference. The arbitrator's decision is final and binding and may be entered as a judgment in any court of competent jurisdiction.

18.3 Class action waiver

YOU AND CXO AGREE THAT EACH PARTY MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING. The arbitrator may not consolidate more than one person's claims and may not preside over any form of class or representative proceeding. If this class-action waiver is found unenforceable, the remainder of Section 18 will also be unenforceable, and the dispute will be resolved in court under Section 18.6.

18.4 30-day right to opt out

You can opt out of the arbitration agreement and class-action waiver in Sections 18.2 and 18.3 by emailing legal@cxo.ai within 30 days of first creating your CXO account, with subject "Arbitration Opt-Out" and including the email on your account. Opting out does not affect any other section of these Terms.

18.5 Exceptions

Either party may bring an individual claim in small-claims court for any dispute eligible there, and either party may seek temporary or preliminary injunctive relief in court for intellectual-property infringement, breach of confidentiality, or violation of Section 10 (Export Controls). Those claims do not waive arbitration of other claims.

18.6 Governing law & courts

These Terms, and any dispute arising from them, are governed by the laws of the State of Delaware, without regard to conflict-of-laws rules. For disputes not subject to arbitration under this Section 18, you and CXO consent to the exclusive jurisdiction of the state and federal courts located in Delaware. Where local consumer-protection law gives you stronger rights, those continue to apply.

19. Survival

The following sections survive any expiration or termination of these Terms: Section 5 (Customer Data, AI Output, and license) with respect to licenses already granted; Section 6 (Plans, billing, ad spend, and autonomous action) with respect to fees and ad spend outstanding; Section 8 (Suspension, termination, and data export); Section 9 (DMCA & copyright); Section 10 (Export controls & sanctions); Section 11 (AI-generated content responsibility); Section 12 (Connected-platform suspension carve-out); Section 13 (Content moderation); Section 14 (Disclaimers); Section 15 (Limitation of liability) — which survives indefinitely; Section 16 (Indemnification); Section 17 (Government requests); Section 18 (Disputes & arbitration); this Section 19; and Section 20 (General provisions).

20. General provisions

20.1 Assignment

You may not assign or transfer these Terms or any rights or obligations under them — by operation of law or otherwise — without our prior written consent, and any attempted assignment without consent is void. We may assign or transfer these Terms in whole or in part, including in connection with a merger, acquisition, sale of assets, or financing, without notice to you or your consent.

20.2 Severability

If any part of these Terms is held to be unenforceable or invalid, that part will be limited or eliminated to the minimum extent necessary, and the remaining Terms will continue in full force and effect.

20.3 No waiver

Our failure or delay in enforcing any provision of these Terms is not a waiver of that provision or any other. Any waiver must be in writing and signed by us to be effective.

20.4 Entire agreement

These Terms, together with our Privacy Policy, our Data Deletion page, any applicable order form, and any documents incorporated by reference (including the CXO API Addendum if you use the API), constitute the entire agreement between you and CXO with respect to the Services and supersede any prior or contemporaneous agreements, communications, or understandings on the same subject.

20.5 No third-party beneficiaries

These Terms create no rights or remedies enforceable by anyone who is not a party to them.

20.6 No employment, agency, partnership, or fiduciary relationship

Nothing in these Terms creates an employment, agency, partnership, joint-venture, franchise, or fiduciary relationship between you and CXO. Each party is an independent contractor. CXO is not your fiduciary, advisor, or trustee, even when CXO takes autonomous action on your behalf under Section 6.3. CXO does not owe you any duty of care, loyalty, or impartiality beyond the express obligations stated in these Terms.

20.7 API additional terms

Use of any CXO application programming interface ("API") is subject to these Terms together with any CXO API Addendum we publish. In the event of any conflict between these Terms and the CXO API Addendum, the API Addendum controls with respect to API usage. CXO may rate-limit, throttle, modify, or revoke API access at any time without notice if usage threatens platform stability, violates these Terms, or violates any published API guidelines.

20.8 Headings

Section headings are for convenience only and do not affect the interpretation of these Terms.

20.9 Notices

We may give notices to you by email to the address on your account, by in-product notification, or by posting on cxo.ai. You may give notices to us by email to legal@cxo.ai.

20.10 Construction

The word "including" means "including without limitation". Examples in these Terms are illustrative, not exhaustive. Defined terms are capitalized when used as such.

21. EU AI Act and other AI-specific regulation

To the extent the Services are subject to the EU AI Act, the UK's emerging AI framework, or similar AI-specific regulation in any jurisdiction, CXO will make required compliance disclosures and materials available upon request to legal@cxo.ai. Customer is responsible for its own obligations under the EU AI Act and any other applicable AI-specific regulation in its use of the Services, including obligations applicable to deployers of AI systems and any disclosure obligations in jurisdictions where Customer operates.

22. Changes to these Terms

We may update these Terms. Material changes will be communicated by email to the address on your account and posted at cxo.ai/terms before they take effect. Continued use of the Services after the update is acceptance of the revised Terms.

23. Contact

Questions about these Terms: legal@cxo.ai. Security concerns: support@cxo.ai. Privacy questions: privacy@cxo.ai.