Last Updated: September 2025

THIS AGREEMENT CONTAINS A MANDATORY ARBITRATION CLAUSE AND A CLASS ACTION WAIVER THAT WAIVES YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION. YOU MUST REVIEW THIS DOCUMENT IN ITS ENTIRETY, INCLUDING THE DISPUTE RESOLUTION SECTION BELOW, BEFORE USING THE PLATFORM.

THESE TERMS OF SERVICE GOVERN YOUR SUBSCRIPTION TO AND USE OF THE PLATFORM AND SERVICES. PLEASE READ THESE TERMS OF SERVICE CAREFULLY. CAPITALIZED TERMS HAVE THE DEFINITIONS SET FORTH HEREIN. BY COMPLETING THE REGISTRATION PROCESS, CREATING AN ACCOUNT OR ACCESSING OR USING ANY OF THE PLATFORM AND/OR SERVICES, YOU REPRESENT THAT (1) YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THESE TERMS OF SERVICE, (2) YOU ARE OF LEGAL AGE TO FORM A BINDING CONTRACT WITH XPROJECT, (3) THE INFORMATION YOU PROVIDED IN CONNECTION WITH YOUR REGISTRATION FOR THE PLATFORM/SERVICES IS TRUE, ACCURATE AND COMPLETE, AND (4) YOU HAVE THE AUTHORITY TO ENTER INTO THESE TERMS OF SERVICE PERSONALLY OR ON BEHALF OF THE BUSINESS ENTITY YOU HAVE NAMED AS THE USER, AND TO BIND THAT BUSINESS ENTITY TO THE AGREEMENT. CERTAIN PORTIONS OF THE PLATFORM MAY BE SUBJECT TO “OPEN SOURCE” OR “FREE SOFTWARE LICENSES”. SUCH COMPONENTS WILL BE GOVERNED BY THE TERMS OF THEIR RESPECTIVE TERMS OF USE AND NOT BY THESE TERMS.

ONCE ACCEPTED, THESE TERMS OF SERVICE, IN COMBINATION WITH OUR PRIVACY POLICY, DATA PROCESSING AGREEMENT, AND AFFILIATE AGREEMENT (WHEREVER APPLICABLE) (COLLECTIVELY THE “TERMS”), BECOME A BINDING LEGAL COMMITMENT BETWEEN YOU (OR THE BUSINESS ENTITY THAT YOU REPRESENT) AND XPROJECT INC. AND ITS RESPECTIVE OFFICERS, DIRECTORS, BUSINESS AFFILIATES, SUCCESSORS AND ASSIGNS (HEREINAFTER REFERRED TO AS “XPROJECT,” “WE” OR “US”) AND WILL GOVERN YOUR ACCESS TO AND USE OF THE PLATFORM AND ALL OTHER INTERACTIONS WITH XPROJECT RELATED TO THE PLATFORM.

IF YOU DO NOT AGREE TO THESE TERMS, DO NOT ACCEPT THEM AND/OR CREATE A PLATFORM ACCOUNT, AND/OR USE OR ACCESS THE PLATFORM. YOU SHALL BE DEEMED TO HAVE ACCEPTED AND CONSENTED TO THESE TERMS IF YOU DO ANY ONE OR MORE OF THE FOREGOING ACTS. IN THE EVENT OF A CONFLICT BETWEEN THESE TERMS OF SERVICE AND THE ADDITIONAL AGREEMENTS INCORPORATED HEREIN BY REFERENCE, THESE TERMS OF SERVICE SHALL PREVAIL.

XProject reserves the right to make changes to these Terms at any time. All changes are effective immediately when posted. Your continued use of the Platform following the posting of any revised Terms constitutes your acceptance and agreement to the updated Terms.

XProject is only providing the Platform for your business use without any promise of exclusivity. XProject’s customers, users, entrepreneurs, affiliate marketers, experts, and partners are not XProject’s employees, contractors, or representatives. XProject is not responsible for any interactions between you and your customers, other than providing access to the Platform. XProject is in no way liable for any disputes, claims, losses, injuries, or damages arising from your relationship with your customers, including their reliance upon any information or content you provide. You agree and acknowledge that you are responsible for implementing your own terms of service to govern the relationship between you and your customers.

You should consult a lawyer for legal advice to ensure your use of the Platform complies with these Terms and applicable law.

1. Use of the Platform.

Restrictions. You must be at least 18 years old to use the Platform. By accepting these Terms, creating a Platform Account, or using the Platform, you represent that you are at least 18 years old. You may not use the Platform or the Services if You are an employee, partner, or director of our Competitors or intend to gain access to the Platform in order to compete with the Platform.

Platform Account Ownership. Your use of the Platform is conditioned on your provision of complete, current, and accurate information when registering for a Platform Account. The Platform is intended for business use or in connection with an individual’s trade, craft, or profession. As the individual who accepts these Terms, You are the owner of the Platform Account unless You are acting on behalf of a business entity, in which case, the business entity is the owner of the Platform Account. If You accept these Terms on behalf of a business entity, You represent and warrant that you have the authority to bind the business entity to these terms. In the event of a dispute regarding the ownership of a Platform Account, XProject reserves the right to request documentation to determine the rightful owner. XProject is not obligated to act as an arbiter or adjudicator of such disputes. Our determination, made in our sole discretion, will be final and binding on all parties. In resolving an ownership dispute, XProject may consider, without limitation, the following factors: (a) The identity of the individual or entity that has consistently paid the Fees for the Platform Account via the credit card or other payment method on file; (b) The identity of the individual who created the Platform Account; (c) Verifiable, government-issued documentation demonstrating ownership of the underlying business entity associated with the Platform Account (e.g., articles of incorporation, business license, partnership agreement); (d) a court order or other binding legal settlement agreement; and (e) Any other documentation or evidence XProject deems relevant to the dispute. XProject reserves the right to disregard any documentation it believes, in its sole discretion, to be fraudulent, tampered with, or otherwise unreliable. If a rightful owner cannot be reasonably determined by XProject, or if the disputing parties fail to provide a resolution, XProject reserves the right to suspend or terminate the Platform Account until the parties have reached a mutual written agreement or a court of competent jurisdiction has issued an order resolving the dispute. You agree to defend, indemnify, and hold XProject harmless from any and all claims, liabilities, and expenses (including reasonable attorneys’ fees) arising out of or related to XProject’s resolution of any ownership dispute. By agreeing to these Terms, you waive any claims against XProject arising from our management of your Platform Account and our resolution of any ownership disputes.

3. Payment and Taxes

Fees and Auto-Renewal. You agree to provide us with accurate and complete billing information (name, address, credit card information, and phone number) and notify us of any changes within 10 days of the change. Your use of the Platform is subject to the timely payment of your and your customers’ Fees. Fees may include, but are not limited to: subscription fees, Communication Surcharges, add-on service fees, or other usage-based or subscription-based Fees offered by XProject as incurred by you and your customers. Fee rates and amounts may change from time to time. Fees for subscription services will be billed in advance of Services on a monthly or annual basis, depending on your subscription plan until cancelled.

By agreeing to these terms, you acknowledge that your subscription will automatically renew and your payment method will be charged the then-current rates without further authorization from You.

Wallets and Rebilling. Your Platform Account contains a “wallet” where you can pre-load funds to purchase Services through the Platform or to support rebilling of your customers’ Fees. If you are on the $297 or $497 plan, You are automatically enrolled in our rebilling feature and will need to update your settings in your Platform Account if You want to turn off the rebilling feature or change the automatic re-load amount. This wallet system is used for all usage-based Fees, including but not limited to Communication Surcharges, which are deducted from your wallet balance in real-time as they are incurred. When your wallet balance falls below the designated threshold of $10 USD, we will automatically charge the payment method on file to replenish your wallet to your pre-defined amount. Products purchased with wallet funds are generally subject to taxes in many jurisdictions. XProject calculates taxes on wallet spending after the end of each calendar month and will collect taxes from customer wallet balances at that time. It is possible that taxes collected from the wallet balance result in a negative balance. In the event you have a negative wallet balance, we will automatically charge the credit card we have on file to cover the negative balance and add funds to avoid any overdrafts. You provide your consent for XProject to charge your credit card to avoid any overdrafts. By using the wallet feature, You authorize XProject to make these automatic deductions and charges to maintain a positive wallet balance.

Late Payments and Payment Disputes. If, for any reason, your credit card company declines or otherwise refuses to pay the amount owed for the Services you have purchased, we will re-attempt to charge the card on file for a period of 7 business days. If, after re-attempting to charge your card, we are still unable to process the transaction, your Platform Account may be force-cancelled for non-payment in XProject’s sole discretion. Additionally, we may require you to pay any overdue Fees and other amounts incurred (including any third-party chargeback fees or penalties) by other means acceptable to us. In the event legal action is necessary to collect on balances due, you agree to reimburse us for all expenses incurred to recover sums due, including attorney fees and other legal expenses. In the event that you dispute any charges , You must notify us in writing within thirty (30) days of the invoice date. You must pay all invoiced Fees and charges while the dispute is pending or you waive the right to pursue the dispute. Where you are disputing any Fees or charges, you must act reasonably and in good faith and cooperate diligently with us to resolve the dispute. All XProject determinations regarding your obligation to pay invoiced Fees and charges are final.

Cancellations. You may cancel your subscription through your Platform Account, by submitting a support ticket, or by calling our support team at (888) 732-4197 (Toll free). You are solely responsible for the cancellation of Services associated with your account, and, subject to other provisions of these Terms, you will be responsible for all Fees incurred until such cancellation occurs. No refunds will be provided for your failure to properly cancel the Services associated with your account.

Mark-ups. You may not mark-up or increase any XProject Fees that you pass through to Your customers or third parties unless you are enrolled in our $497 tier plan. You are solely responsible for all customer pass-through Fees and related expenses, including but not limited to refunds and chargebacks of such pass-through Fees. XProject is not responsible for resolving issues or disputes between You and Your customers regarding pass-through Fees. You are solely responsible for all financial transactions you and your customers engage in on the Platform or while using the Services, including transactions conducted using billing tools enabled by the Services. You are exclusively responsible for all chargebacks related to activities of you and your customers, regardless of the reason for the chargeback. You are solely responsible for collecting and remitting to government authorities any taxes and government assessments related to Your resale or markup of the Services.

Refunds.

Nonrefundable Fees. All Fees assessed by XProject are non-refundable, including subscription Fees, Communication Surcharges, and XProject’s resale of Third Party Services, regardless of whether you actually accessed or used the Platform Account or Services during your subscription period. You are solely responsible for any excess Fees incurred by You as a result of an error or omission made by You or a third party. XProject does not provide Fee refunds or credits for such errors or omissions, or for partially used or unused Platform or Services subscriptions. Except as may be required by law, XProject reserves the right to issue or deny a refund or credit in its sole and absolute discretion, at any time, for any reason, and XProject’s determination of if and when to issue or deny a refund or credit is final.

Pre-paid and Minimum Commitment Subscriptions. XProject resells some Services and Third Party Services that require pre-payment (including but not limited to ad-buying and other services). Unused or cancelled pre-paid services are non-refundable. XProject may, in its sole discretion, issue account credits for future services in the event that You elect to cancel any pre-paid services before the services are fully performed. Some subscriptions for Services require a non-cancellable minimum subscription commitment which cannot be canceled until the commitment is fulfilled. Fees for such non-cancellable minimum subscription commitments will continue to be automatically applied to your bill until the minimum commitment has been achieved. Some add-on services or products cannot be canceled or refunded once XProject has technically enabled such products and/or services on your Platform Account, including but not limited to the HIPAA package. Furthermore, your Business Associate Agreement (“BAA”) with XProject is contingent upon your active and fully paid subscription to the HIPAA compliance package. In the event of non-payment or payment failure for this package, any BAA entered into between you and XProject shall be immediately and automatically terminated and considered null and void without further notice. Upon such termination, XProject shall no longer be considered a Business Associate under HIPAA with respect to your account, and you are solely responsible for ensuring the compliant handling of any Protected Health Information (PHI) within the Platform.

Wallet Credit Refunds. When Your Services are canceled, terminated or expired, it is Your sole obligation to request XProject to refund any amounts remaining in your account’s “wallet”. Any amounts remaining in the “wallet” for over thirty (30) days after expiration, termination or cancellation of your Platform Account, will automatically become the property of XProject. Any unused free promotional credits added to your wallet by XProject have no cash value, are nonrefundable, and automatically expire after 90 days if not used.

Taxes and Government Assessments. All Fees are exclusive of any sales, VAT, GST and use taxes, levies, fees, duties, interest, penalties and other governmental assessments (“Taxes”) unless mentioned otherwise in these Terms. Business entities with a valid VAT or GST identification number should provide XProject with their VAT or GST identification number. You hereby confirm that XProject can rely on the VAT or GST number provided. Where applicable by law, XProject will shift the liability to pay VAT/GST on the Fees to you due to the application of a VAT/GST reverse charge mechanism. You are exclusively responsible for Taxes associated with your use of the Platform, including all Taxes associated with transactions you conduct with your customers. XProject reserves the right to calculate and add applicable Taxes, including but not limited to sales, VAT, GST, and other applicable taxes, to your invoice or wallet as legally required or as XProject deems appropriate, and all XProject determinations regarding what Taxes to collect are final. Failure to provide XProject with a valid VAT or GST identification number may result in VAT or GST being assessed by XProject. If you provide a valid VAT or GST identification number after a Fee has been paid, the VAT and GST taxes charged may not be refunded. XProject may recalculate and collect additional Taxes from you if it determines at any point that they are due. You will indemnify XProject for all Claims related to Taxes that are associated with your activities on the Platform, including any Taxes related to your transactions with your customers as further described above. Taxes are nonrefundable. You hereby confirm that XProject can rely on the name and address that You provide to XProject and You agree that the billing address you provide to XProject can be considered the place of supply for Tax purposes where You have established Your business. You agree to the fees in connection with your payment method, if applicable. Without limiting the generality of this Section 3.7, if any amount payable by You to XProject is subject to any withholding or similar taxes, You shall pay for all withholding taxes without any reduction in the Fees and Taxes charged above.