XAVVI HOLDINGS — Terms of Service (Legally Binding)

Last updated: October 2, 2025

1. The Agreement

These Terms of Service (the “Agreement”) govern access to and use of the Services (defined below) provided by XAVVI HOLDINGS (“Xavvi,” “we,” “us”). By executing an order form, creating a workspace, or using the Services, the person or entity identified as the customer (“Customer”) agrees to be bound by this Agreement. If you are entering into this Agreement on behalf of an organization, you represent that you have authority to bind that organization.

2. Services; Documentation

“Services” means Xavvi’s software, self‑hosted Postiz instance, websites, and related services that enable management of social accounts, messaging, advertising, analytics, automations, and AI‑assisted functionality, including any APIs and connectors. “Documentation” means user guides and policies made available by Xavvi.

3. Access grant; restrictions

3.1 Grant. Subject to this Agreement and payment of applicable fees, Xavvi grants Customer a non‑exclusive, non‑transferable, non‑sublicensable right for Customer’s authorized users to access and use the Services during the Term for Customer’s internal business purposes.

3.2 Restrictions. Customer shall not (and shall not permit any third party to): (a) reverse engineer, decompile, or attempt to derive source code from the Services; (b) circumvent technical limits or Platform rate limits; (c) access the Services to build a competing product; (d) use non‑official or prohibited methods to access Platforms; (e) remove proprietary notices; or (f) use the Services in violation of law or Platform terms.

4. Customer responsibilities

Customer is responsible for: (a) configuration of roles/permissions; (b) obtaining and maintaining all rights and consents to connect accounts, upload content, process messages, and run ads; (c) complying with message window/tagging rules (e.g., IG/Messenger 24‑hour rules) and WhatsApp template/opt‑in policies; (d) complying with advertising and content policies; and (e) maintaining the security of Customer credentials and secrets.

5. Third‑Party Platforms and services

Features may depend on third‑party Platforms. Xavvi does not control Platform availability, scope, or policies. If a Platform changes or restricts APIs, scopes, rate limits, or rules, related features may degrade or cease. Xavvi is not liable for losses caused by Platform changes, outages, or enforcement actions. Customer remains responsible for the acts and omissions of its users and accounts on each Platform.

6. Beta and free features

Xavvi may make beta or free features available at no charge. Such features are provided “AS IS,” may be modified or discontinued at any time, and are excluded from any service level commitments.

7. Automations and AI features

7.1 Automations. Customer may enable automations (auto‑reply, routing, moderation, best‑time scheduling, rule‑based campaigns, anomaly alerts). Customer is responsible for configuration and outputs.

7.2 AI/LLM. The Services may provide AI‑assisted generation, editing, and analytics. Customer authorizes Xavvi and its subprocessors to process Customer inputs/outputs to provide AI features and to monitor for abuse and safety. Unless expressly agreed in writing, Xavvi does not use Customer data to train foundation or frontier AI models. Xavvi may allow optional customer‑scoped tuning that applies only to Customer’s workspace. Customer must review automated content/messages before publishing or sending.

8. Security; data protection

Xavvi will implement safeguards described in the Privacy Policy. Where Xavvi processes personal data on Customer’s behalf, the DPA available from Xavvi governs such processing and is incorporated by reference. Customer acknowledges that data may be transferred and processed outside its region subject to lawful transfer mechanisms.

9. Fees and taxes

Fees and billing terms are set forth in an order form or admin settings. Fees are exclusive of taxes; Customer is responsible for all taxes other than taxes based on Xavvi’s net income. Unpaid amounts may be subject to late charges or suspension after notice.

10. Confidentiality

Each party will protect the other party’s confidential information with the same degree of care it uses to protect its own similar information (and at least reasonable care) and will use such information only to perform this Agreement. This Section does not restrict disclosures required by law with reasonable notice.

11. Warranties; disclaimers

11.1 Limited warranty. Xavvi warrants that the Services will materially conform to the Documentation. Customer’s exclusive remedy for breach of this warranty is re‑performance or, if Xavvi cannot cure, a pro‑rata refund of prepaid fees for the affected period.

11.2 Disclaimers. EXCEPT AS EXPRESSLY PROVIDED, THE SERVICES ARE PROVIDED “AS IS”. XAVVI DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON‑INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE. AI/LLM OUTPUTS MAY CONTAIN ERRORS; CUSTOMER IS RESPONSIBLE FOR REVIEWING AUTOMATED CONTENT AND MESSAGES BEFORE PUBLICATION OR SEND.

12. Indemnification

12.1 By Xavvi. Xavvi will defend Customer against third‑party claims alleging that the Services, as provided by Xavvi and used in accordance with this Agreement, directly infringe a US patent, copyright, or trade secret, and will pay resulting damages and reasonable attorneys’ fees finally awarded. Xavvi may (at its option) procure rights, modify the Services, or terminate the affected feature with a pro‑rata refund. Xavvi has no obligation for claims arising from Customer content, combinations not provided by Xavvi, or use contrary to Documentation.

12.2 By Customer. Customer will defend Xavvi against third‑party claims arising from (a) Customer content or instructions, (b) Customer’s violation of law or Platform terms, or (c) Customer’s misuse of the Services, and will pay resulting damages and reasonable attorneys’ fees finally awarded.

12.3 Procedure. The indemnified party must promptly notify the indemnifying party, provide reasonable cooperation, and grant control of the defense; failure to do so relieves the indemnifying party only to the extent prejudiced.

13. Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY IS LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, GOODWILL, OR DATA, EVEN IF ADVISED OF THE POSSIBILITY. EXCEPT FOR (A) CUSTOMER’S PAYMENT OBLIGATIONS; (B) A PARTY’S BREACH OF SECTION 10 (CONFIDENTIALITY) OR VIOLATION OF THE OTHER PARTY’S INTELLECTUAL PROPERTY RIGHTS; OR (C) A PARTY’S INDEMNIFICATION OBLIGATIONS UNDER SECTION 12, EACH PARTY’S TOTAL LIABILITY IN THE AGGREGATE IS LIMITED TO THE AMOUNTS PAID OR PAYABLE BY CUSTOMER TO XAVVI FOR THE SERVICES IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

14. Suspension; termination; data export

Xavvi may suspend access for material breach, abuse, or security risk upon notice. Either party may terminate for material breach not cured within thirty (30) days after written notice. Upon termination, Customer may export its content and data for thirty (30) days (except where prohibited by law or Platform terms); Xavvi will then delete or pseudonymize Platform Data pursuant to the Privacy Policy and any DPA.

15. Assignment; subcontracting

Neither party may assign this Agreement without the other’s consent, except to an affiliate or in connection with a merger, reorganization, or sale of substantially all assets, provided the assignee assumes all obligations. Xavvi may use subprocessors and remains responsible for their performance.

16. Government, export, and sanctions

Customer represents that it and its end users are not on any sanctions lists and will comply with applicable export control and sanctions laws.

17. Governing law; venue; injunctive relief

This Agreement is governed by the laws of the State of California, USA, without regard to conflicts rules. The parties submit to the exclusive jurisdiction of the state and federal courts located in Los Angeles County, California. Either party may seek injunctive relief for actual or threatened misuse of confidential information or intellectual property.

18. Notices

Legal notices must be sent to legal@xavvi.com with a copy to 801 S FIGUEROA ST STE 500, LOS ANGELES, CA 90017, USA. Privacy requests: privacy@xavvi.com. Security: security@xavvi.com.

19. Order of precedence; entire agreement; severability; force majeure

This Agreement, any Order(s), the Privacy Policy, and any DPA constitute the entire agreement and supersede prior agreements on the subject. In the event of conflict, the following order controls: (1) Order, (2) DPA, (3) this Agreement, (4) Privacy Policy and Documentation. If any provision is held unenforceable, it will be modified to achieve the intent while remaining enforceable. Neither party is liable for delays due to causes beyond its reasonable control.

20. Platform terms addendum

This Agreement covers Customer’s use of all official APIs of Platforms enabled by Customer, including but not limited to: Meta (Graph, Threads, Messenger, WhatsApp, Marketing/Ads, Conversions, Business Manager/Assets, Catalog/Commerce, Audience Network, Webhooks, Login for Business); TikTok (Content Posting/Direct Post, Login Kit, Marketing API/Business Center, Commercial Content Library, Comment/Inbox, Live, Webhooks); X (v2 read/write/media, Ads, Webhooks); YouTube/Google (Data API v3, Analytics, Live Streaming); Discord (OAuth2, Bot, Interactions, Gateway with privileged intents if approved, Webhooks); Telegram (Bot, Webhooks, Login/Widgets); and Xiaohongshu/RED (official/partner APIs where available). Customer must comply with each Platform’s applicable terms and policies.