Terms and Conditions

These Terms and Conditions (“Terms”) govern access to and use of XPM360, including its websites, applications, client portals, APIs, and related services (collectively, the “Services”). The Services are provided by Hexadot Solutions LLC (“XPM360,” “we,” “us,” or “our”).

“You” and “Customer” mean the individual or legal entity accepting these Terms. “Authorized Users” means individuals permitted by the Customer to access the Services, including employees, contractors, consultants, and invited clients.

By accepting these Terms electronically, purchasing a subscription that references these Terms, or otherwise expressly agreeing to them, you enter into a binding agreement with Hexadot Solutions LLC. If you accept on behalf of an organization, you represent that you have authority to bind that organization.

1. Scope of the Agreement

These Terms, the XPM360 Acceptable Use Policy, and any applicable subscription order or separately executed service agreement govern your use of the Services.

An “Order” means an accepted order form or checkout confirmation identifying the subscription, fees, billing period, and other commercial terms.

If provisions conflict, a separately executed agreement takes precedence over an Order, and an Order takes precedence over these Terms, but only to the extent of the conflict. A data processing agreement, where executed, controls matters specifically addressed by that agreement.

Our Privacy Policy describes how we handle personal information in connection with the Services.

2. Eligibility and Account Registration

The Services are intended for business use. Individuals accepting these Terms must be at least 18 years old and legally able to enter into a binding agreement.

You must provide accurate registration and billing information and keep that information current. You are responsible for maintaining a valid contact address for account, billing, and service notices.

You must protect account credentials and promptly notify us of suspected unauthorized access. You must not register accounts using false information, impersonate another party, or access an organization’s workspace without permission.

3. Organization Administration

The Customer controls its organization workspace and is responsible for assigning permissions, reviewing access, and removing Authorized Users when access is no longer appropriate.

Organization administrators may manage accounts, projects, records, and content within the permissions available to them. Authorized Users acknowledge that information submitted to an organization workspace may be accessible to that organization and its administrators.

The Customer is responsible for activity performed by its Authorized Users and for ensuring that they comply with this agreement. The Customer is also responsible for obtaining any notices, permissions, or consents required for its administration of User accounts and business records.

4. Access Rights and Permitted Use

During the applicable subscription term, we grant the Customer a limited, nonexclusive, nontransferable right to access and use the Services for its business operations, including collaboration with Authorized Users, subject to this agreement.

Your access is limited to the modules, storage, features, and usage allowances included in your subscription or Order. Purchasing access does not transfer ownership of the Services or any underlying software.

You must comply with the Acceptable Use Policy. Except as permitted by applicable law or expressly authorized in writing, you must not copy, resell, sublicense, reverse engineer, or create derivative works of the Services; bypass subscription restrictions; or use the Services to access information without authorization.

5. Plans, Modules, Storage, and Trials

Available functionality depends on your selected plan, enabled modules, purchased add-ons, and applicable service documentation.

Storage allowances and additional capacity are governed by your subscription or Order. You are responsible for managing your usage. If you exceed an applicable limit, we may restrict additional usage until you reduce consumption or purchase additional capacity. Where practicable, we will notify you before imposing a restriction.

The price and effective date of a plan change, module purchase, or storage adjustment will be disclosed when the change is requested. Any applicable prorated charges or credits will also be disclosed.

Trial and promotional access is subject to the terms presented when you enroll. A trial will convert to a paid subscription only where the conversion terms have been disclosed and you have authorized the recurring charges. Otherwise, access may end when the trial expires.

6. Fees, Billing, and Taxes

You agree to pay the fees disclosed in your Order or subsequently authorized subscription changes. Unless otherwise stated, subscription fees are payable in advance for the applicable billing period.

You authorize us and our payment providers to charge your selected payment method for agreed fees, applicable taxes, and authorized purchases. You must maintain accurate payment information and have authority to use the payment method provided.

Fees exclude applicable taxes unless expressly stated otherwise. You are responsible for taxes associated with your purchase, excluding taxes based on our net income.

If a payment fails, we may notify you, retry the payment as permitted, and request updated payment information. Continued nonpayment may result in suspension after notice and a reasonable opportunity to resolve the issue.

Report suspected billing errors promptly through our published support channels. Nothing in these Terms limits payment dispute rights that cannot lawfully be waived.

7. Automatic Renewal and Price Changes

Where automatic renewal is disclosed and authorized at enrollment, your subscription renews for successive periods matching the selected billing cycle until canceled.

The renewal frequency, charges or basis for calculating charges, and cancellation method will be disclosed before you authorize recurring billing.

We will provide advance notice of changes to recurring subscription prices before they take effect, allowing you to cancel before the affected renewal. Any additional consent or notice required by applicable law will be obtained or provided.

A price change will not alter fees already paid for the current subscription period unless you authorize a subscription change.

8. Cancellation and Refunds

You may cancel automatic renewal using the cancellation method provided in your account or through our published support channels if account cancellation is unavailable. Cancellation must be submitted before the next renewal charge to avoid renewal.

Unless your Order states otherwise, cancellation takes effect at the end of the current paid subscription period, and access continues until that date. Canceling a subscription does not automatically delete your account or Customer Content.

Except as stated in your Order, expressly provided in these Terms, or required by law, fees are nonrefundable, and we do not provide credits for partial subscription periods or unused features.

If we discontinue a paid Service during a prepaid period without providing a materially equivalent replacement, or terminate your paid subscription for convenience, we will refund the prepaid fees attributable to the unused portion of the affected Service.

9. Customer Content and Ownership

“Customer Content” means information, files, records, messages, and other materials submitted to or created within the Services by the Customer or its Authorized Users.

As between the parties, the Customer retains its rights in Customer Content. You grant us permission to host, process, transmit, display, and otherwise use Customer Content only as reasonably necessary to provide, maintain, secure, and support the Services, comply with law, or carry out your documented instructions.

This permission extends to service providers acting on our behalf under appropriate confidentiality and data protection obligations. It does not transfer ownership of Customer Content.

You represent that you have the rights and lawful authority needed to submit Customer Content and permit its processing under this agreement. You are responsible for its accuracy, legality, and appropriate sharing.

10. Privacy, Security, and Confidentiality

Each party will comply with data protection laws applicable to its activities under this agreement. Where a separate data processing agreement is required for the intended use, the parties must establish that agreement before the relevant processing begins.

We will maintain reasonable administrative, technical, and organizational measures designed to protect Customer Content against unauthorized access, use, or disclosure. No system can guarantee absolute security.

You are responsible for securing your devices, managing credentials and permissions, and determining whether the Services are appropriate for the information you intend to process. Do not submit information requiring specialized protections unless the Services and applicable agreement expressly support that use.

Each party will protect the other party’s nonpublic business information using reasonable care and use it only to perform or exercise rights under this agreement. Disclosure is permitted to personnel and service providers who need access and are subject to confidentiality obligations, or when required by law.

These confidentiality obligations do not apply to information that is publicly available without breach, already lawfully known, independently developed, or lawfully received from another source without restriction.

11. Financial Features and Third-Party Services

The Services may support integrations with payment processors, accounting systems, financial data providers, storage providers, and other third parties.

You authorize data exchanges necessary for integrations you enable and are responsible for maintaining appropriate permissions. Third-party services remain subject to their own agreements, availability, fees, and restrictions.

XPM360 is not a bank, escrow agent, lender, or payment network. Unless expressly agreed otherwise, payment processing is performed by the applicable third-party provider. Connecting a financial service does not authorize XPM360 to move funds beyond instructions and permissions you expressly provide.

You remain responsible for reviewing transactions, invoices, reconciliations, and imported information. We are not responsible for third-party services except to the extent a failure results from our breach of this agreement or applicable law.

12. Business Decisions and Professional Responsibilities

XPM360 provides tools to organize information and support business workflows. The Services do not provide legal, accounting, tax, engineering, architectural, or other licensed professional advice.

You are responsible for verifying calculations, estimates, schedules, reports, and other outputs before relying on them. You remain responsible for contractual commitments, payments, employment decisions, permits, inspections, regulatory obligations, and project execution.

The Services do not replace site supervision, construction safety procedures, emergency systems, or qualified professional judgment. Recording an approval or completion status in XPM360 does not independently establish that work meets contractual, safety, or regulatory requirements.

13. Service Availability, Support, and Changes

We will use reasonable efforts to maintain the Services. Availability may be affected by maintenance, security events, network conditions, third-party outages, and circumstances beyond our reasonable control.

Support scope, response commitments, uptime guarantees, and service credits apply only where expressly included in your plan or a separate written agreement.

We may update the Services to improve functionality, address security concerns, or comply with legal requirements. Where reasonably practicable, we will provide advance notice of changes that materially reduce the core functionality of a paid subscription.

If a change materially reduces that functionality during a prepaid term and we cannot provide a reasonable alternative, you may terminate the affected Service and receive a proportionate refund for its unused prepaid period.

Features identified as beta, preview, or experimental may change or be withdrawn and should be evaluated before use in critical workflows.

14. Intellectual Property and Feedback

XPM360 and its licensors retain all rights in the Services, including software, interfaces, designs, documentation, trademarks, and related intellectual property, excluding Customer Content.

You may not remove proprietary notices or use our names, logos, or trademarks in a manner that suggests endorsement without permission.

If you voluntarily submit suggestions or feedback, you grant us a nonexclusive, worldwide, perpetual, royalty-free right to use that feedback to develop and improve the Services. This does not grant us ownership of Customer Content or permission to disclose your confidential information.

15. Suspension and Termination

We may restrict or suspend access where reasonably necessary to address a security threat, unlawful activity, a material violation of this agreement, or overdue payment.

Where practicable, we will provide notice, explain the issue, and allow a reasonable opportunity to resolve it. Immediate action may be taken when delay could cause harm, expose information, disrupt the Services, or violate law.

Either party may terminate this agreement for a material breach that remains uncured for 30 days after written notice. A serious breach that cannot reasonably be cured may justify immediate termination.

Suspension or termination does not eliminate payment obligations properly incurred before its effective date.

16. Data Export and Account Closure

You should export or otherwise retain copies of records needed for your business before your subscription ends.

Upon request made before termination, or within 30 days afterward, we will provide a reasonable opportunity to retrieve Customer Content using available export functions or another reasonably available method, unless prohibited by law or necessary security restrictions. Any fee for custom extraction work must be agreed in advance.

After that period, we may delete Customer Content in accordance with applicable law, our retention practices, and any separate agreement. Limited copies may remain in backups, security records, or records retained to meet legal obligations, subject to continuing protections.

Account closure does not require deletion of information that we are legally required or permitted to retain. We do not promise indefinite storage or recovery after deletion.

17. Warranties and Disclaimers

Each party represents that it has authority to enter into this agreement.

We will provide the Services with reasonable care and skill. Except for express commitments in this agreement, and to the fullest extent permitted by law, the Services are provided “as is” and “as available.”

We disclaim implied warranties of merchantability, fitness for a particular purpose, and noninfringement to the extent those warranties may lawfully be excluded.

We do not warrant uninterrupted or error-free operation, compatibility with every third-party system, or any particular commercial, financial, or project outcome.

Nothing in these Terms excludes warranties or rights that applicable law does not permit us to exclude.

18. Limitation of Liability

To the fullest extent permitted by law, neither party will be liable under this agreement for indirect, incidental, special, consequential, exemplary, or punitive damages, including lost profits, lost business opportunities, or business interruption.

Each party’s total aggregate liability arising out of or relating to this agreement will not exceed the fees paid or payable by the Customer for the Services during the 12 months immediately preceding the first event giving rise to the claim. For a Customer using only free Services, the aggregate limit is US $100.

These exclusions and limits do not apply to fraud, willful misconduct, gross negligence, the Customer’s obligation to pay properly incurred fees, or liability that applicable law prohibits limiting or excluding.

These limitations apply regardless of the legal basis of a claim, to the extent permitted by law.

19. Third-Party Claims

The Customer will defend and indemnify Hexadot Solutions LLC against third-party claims arising from Customer Content that infringes another party’s rights, or from the Customer’s unlawful use of the Services, including resulting damages and reasonable legal costs finally awarded by a court or agreed in an approved settlement.

This obligation does not apply to the extent a claim results from our breach of this agreement, negligence, or willful misconduct.

We must promptly notify you of the claim, provide reasonable cooperation at your expense, and allow you to control the defense with competent counsel. You may not agree to a settlement that admits fault by us, imposes nonmonetary obligations on us, or fails to release us from the claim without our prior written consent, which will not be unreasonably withheld.

20. Governing Law and Disputes

These Terms are governed by the laws of the State of New Jersey, excluding its conflict of laws rules.

Unless mandatory law requires otherwise, disputes arising out of this agreement will be brought in the state or federal courts located in New Jersey, and each party consents to their jurisdiction.

Before commencing proceedings, the parties will make a good-faith effort to resolve the dispute through written notice and discussion. This does not prevent either party from seeking urgent relief or taking action necessary to preserve a legal claim.

Nothing in these Terms removes mandatory protections or dispute rights available under applicable law.

21. Updates to These Terms

We may update these Terms to reflect changes in the Services, business operations, or legal requirements.

We will provide reasonable advance notice of material changes through an account notice or the contact information associated with your account, except where an immediate change is necessary to comply with law or address an urgent security issue.

Material changes will generally apply from your next renewal or upon your earlier express acceptance. Changes will not retroactively alter accrued rights or previously incurred charges. Where applicable law requires additional consent, we will obtain it.

The effective date displayed with the published Terms identifies the applicable version.

22. General Provisions

Notices. We may send contractual notices to the email address associated with your account or through the Services. You may direct notices to us through our published contact or support channels, clearly identifying the notice as contractual or legal correspondence, unless your Order specifies another method.

Assignment. Neither party may assign this agreement without the other party’s consent, except to an affiliate or as part of a merger, reorganization, or sale of substantially all relevant assets, provided the successor assumes the agreement and the assignment does not materially reduce the other party’s rights.

Events beyond reasonable control. Neither party is responsible for delays caused by circumstances beyond its reasonable control, provided it takes reasonable steps to reduce their impact. This does not excuse payment obligations already incurred.

Severability and waiver. If a provision is unenforceable, the remaining provisions remain effective to the extent permitted by law. A failure to enforce a provision does not waive the right to enforce it later.

Relationship. The parties are independent contractors. This agreement does not create a partnership, joint venture, employment, or agency relationship.

Entire agreement. This agreement constitutes the entire agreement regarding the Services and supersedes prior discussions on the same subject. Customer purchase order terms do not modify it unless we expressly accept them in writing.

Survival. Provisions concerning accrued payments, ownership, confidentiality, liability, dispute resolution, and other matters that by their nature should continue will survive termination.

23. Contact

XPM360 is operated by Hexadot Solutions LLC.

For questions about these Terms, billing, account administration, or contractual notices, contact us through the support or contact options published on the XPM360 website or available within your account.