Platform Terms

1. Definitions

• Authorized User — an individual who accesses the Platform under Customer’s account, including Customer’s employees, contractors, and agents.
• Customer Data — any data, content, information, or materials Customer or its Authorized Users submit to or generate through the Platform, including brand inputs, contact lists, financial information, drafts, and outputs.
• Aggregated Data — data that has been de-identified and combined with data from other customers such that it cannot reasonably be used to identify Customer, any Authorized User, or any individual or entity referenced in the data.
• Confidential Information — non-public information disclosed by one party to the other that is identified as confidential or that a reasonable person would understand to be confidential given its nature and the circumstances of disclosure. Customer Data is Confidential Information of Customer.
• Sub-processor — a third-party service provider engaged by Vixul to process Customer Data in connection with delivering the Platform.

2. Account and Access

To use the Platform, Customer must create an account and designate one or more Authorized Users. Customer is responsible for: (a) maintaining the confidentiality of account credentials; (b) the actions of its Authorized Users; (c) ensuring Authorized Users comply with these Terms; and (d) promptly notifying Vixul of any unauthorized account access.

If you accept these Terms on behalf of an entity, you represent that you have authority to bind that entity, and references to “Customer” mean that entity. Customer is bound by use of the Platform regardless of which Authorized User accepted these Terms.

The Platform is intended for business use by individuals 18 years of age or older. The Platform is not directed to children.

3. Customer Data

Ownership

As between Customer and Vixul, Customer owns all right, title, and interest in and to Customer Data. Customer grants Vixul a limited, non-exclusive, worldwide, royalty-free license to host, process, transmit, display, and otherwise use Customer Data solely as necessary to provide the Platform, deliver the services Customer requests, and comply with applicable law.

Authority to Submit Data

Customer represents and warrants that it has all rights, consents, and authority necessary to submit Customer Data to the Platform and to grant Vixul the license above. Without limiting the foregoing, Customer represents that any contact lists, connection data, or other information about third-party individuals it uploads complies with applicable law (including data protection, anti-spam, and unfair-competition laws) and the terms of any third-party platform from which the data was obtained. Customer will indemnify Vixul against any claim arising from Customer’s breach of this representation.

Confidentiality

Vixul will treat Customer Data as Customer’s Confidential Information. Vixul will not disclose Customer Data to any third party except: (a) Sub-processors under written terms requiring confidentiality and security commitments at least as protective as these Terms; (b) as Customer instructs; (c) as required by law, subpoena, or court order, with notice to Customer where legally permitted; or (d) to Vixul’s own legal, financial, and tax advisors under confidentiality. Vixul’s confidentiality obligations under this Section survive termination of these Terms.

Sub-processors and AI Services

Vixul uses Sub-processors to deliver the Platform. As of the effective date of these Terms, Vixul’s Sub-processors include Amazon Web Services (hosting and infrastructure), Anthropic (AI text generation), and OpenAI (AI image generation). Vixul will maintain a current list of material Sub-processors and provide Customer with at least thirty (30) days’ advance notice of material changes via email or in-Platform notice.

Sub-processors’ processing of Customer Data is governed by their respective terms of service.

Aggregated Data

Vixul may create Aggregated Data from Customer Data and Platform usage. Aggregated Data is not Customer Data and is not Confidential Information. Vixul may use Aggregated Data for any lawful purpose, including operating, improving, securing, and marketing the Platform; producing benchmarks, research, and industry reports; and publishing aggregated insights externally. Vixul’s rights to Aggregated Data survive termination of these Terms.

Feedback

If Customer or any Authorized User provides Vixul with feedback, suggestions, or ideas about the Platform, Vixul may use that feedback for any purpose without restriction or compensation.

4. Acceptable Use

Customer and its Authorized Users will not, and will not allow any third party to:

• Use the Platform in violation of any applicable law or regulation;
• Submit Customer Data that Customer does not have the right to submit, including third-party personal information collected without lawful basis;
• Submit content that is unlawful, defamatory, infringing, harassing, hateful, or that violates a third party’s rights;
• Attempt to gain unauthorized access to the Platform, other customers’ data, or any underlying system;
• Reverse engineer, decompile, or attempt to derive the source code of the Platform, except to the extent permitted by applicable law;
• Use automated tools to scrape, harvest, or otherwise extract data from the Platform without Vixul’s prior written permission;
• Use the Platform to develop or train a competing product or service;
• Resell, sublicense, or make the Platform available to third parties outside of Customer’s authorized use;
• Interfere with or disrupt the integrity, performance, or availability of the Platform; or
• Use the Platform to generate content that is intended to deceive, defraud, or impersonate any person or entity.

Vixul may suspend or terminate access for violations of this Section.

5. Security

Vixul will maintain administrative, technical, and physical safeguards designed to protect Customer Data against unauthorized access, use, alteration, or disclosure. These measures include encryption in transit and at rest, access controls, and logging. No security measures are perfect, and Vixul does not warrant that the Platform will be free from unauthorized access.

If Vixul becomes aware of a confirmed unauthorized access to or disclosure of Customer Data, Vixul will notify Customer without undue delay and provide reasonably available information about the incident.

6. Data Retention and Deletion

Vixul retains Customer Data while Customer’s account is active. On termination of these Terms or Customer’s account, Customer may export Customer Data within thirty (30) days following termination. After that period, Vixul will delete Customer Data from active systems within ninety (90) days, subject to the following:

• Customer Data residing in routine backups will be deleted on the normal backup rotation cycle;
• Vixul may retain Customer Data as required by law, regulation, or legal process, or to enforce these Terms;
• Sub-processors may retain Customer Data for limited periods (typically up to thirty days) for abuse monitoring under their own terms; and
• Aggregated Data, having been de-identified, is not subject to deletion under this Section.

7. Privacy Rights

Vixul’s collection and use of personal information is described in our Privacy Policy. Individuals with privacy rights under applicable law — including rights of access, correction, deletion, portability, objection, and the right to opt out of automated decision-making producing legal or similarly significant effects — may exercise those rights by contacting privacy@vixul.com. Vixul will verify the requester’s identity and respond within the timeframe required by applicable law.

Vixul does not engage in automated decision-making, including profiling, that produces legal or similarly significant effects on individuals.

8. Intellectual Property

Vixul owns all right, title, and interest in and to the Platform, including all underlying software, models, prompts, templates, designs, and documentation, together with all related intellectual property rights. Customer receives only the limited, non-transferable right to access and use the Platform as described in these Terms.

As between Customer and Vixul, Customer owns the content the Platform generates specifically for Customer based on Customer’s inputs (“Outputs”), subject to: (a) Vixul’s ownership of the Platform itself; (b) the terms of Vixul’s AI Sub-processors, which may apply to AI-generated Outputs; and (c) third-party rights that may exist in elements of the Outputs (for example, where the Output reflects publicly available material). Customer is responsible for reviewing Outputs before relying on or publishing them.

Customer acknowledges that AI systems may produce similar or identical Outputs in response to similar inputs from different users, and that Outputs are not guaranteed to be unique.

9. No Warranty

THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTY OF ANY KIND. TO THE FULLEST EXTENT PERMITTED BY LAW, VIXUL DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ACCURACY, AND QUIET ENJOYMENT.

WITHOUT LIMITING THE FOREGOING, VIXUL MAKES NO WARRANTY THAT THE PLATFORM WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE; THAT DEFECTS WILL BE CORRECTED; OR THAT OUTPUTS GENERATED BY THE PLATFORM WILL BE ACCURATE, ORIGINAL, NON-INFRINGING, OR FIT FOR ANY PURPOSE. CUSTOMER USES THE PLATFORM AND ANY OUTPUTS AT ITS OWN RISK AND IS RESPONSIBLE FOR REVIEWING OUTPUTS BEFORE RELYING ON OR PUBLISHING THEM.

VIXUL PROVIDES NO SERVICE-LEVEL COMMITMENT AND NO SUPPORT OBLIGATION UNDER THESE TERMS. VIXUL MAY MODIFY, SUSPEND, OR DISCONTINUE ANY PORTION OF THE PLATFORM AT ANY TIME WITHOUT NOTICE OR LIABILITY.

Service-level commitments and support obligations, if any, are governed exclusively by Customer’s Services Agreement, where one exists.

10. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL VIXUL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, BUSINESS OPPORTUNITIES, GOODWILL, OR DATA, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR THE PLATFORM, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY.

VIXUL’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS OR THE PLATFORM WILL NOT EXCEED THE GREATER OF (a) THE FEES PAID BY CUSTOMER TO VIXUL FOR THE PLATFORM IN THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (b) ONE HUNDRED U.S. DOLLARS ($100).

The limitations in this Section do not apply to liability that cannot be limited under applicable law, including liability for gross negligence, willful misconduct, or fraud, or to obligations under a Services Agreement that the Services Agreement makes super-cap or uncapped.

11. Indemnification by Customer

Customer will defend, indemnify, and hold harmless Vixul, its affiliates, and their respective officers, directors, employees, and agents from any third-party claim, demand, suit, or proceeding, and pay any damages, judgments, and reasonable attorneys’ fees finally awarded against any of them, arising out of or related to: (a) Customer Data, including any claim that Customer Data infringes a third party’s rights or was submitted without lawful authority; (b) Customer’s or any Authorized User’s breach of these Terms, including the Acceptable Use restrictions; or (c) Customer’s use of the Platform or any Outputs in violation of law.

Vixul will provide prompt written notice of any such claim, reasonable cooperation in the defense at Customer’s expense, and sole control of the defense and settlement, except that Customer may not settle any claim that imposes any obligation on Vixul without Vixul’s prior written consent.

12. Term and Termination

These Terms apply from the date Customer first accesses the Platform and continue until terminated. Customer may terminate by closing its account. Vixul may suspend or terminate access at any time, with or without cause and with or without notice, including for violation of these Terms or non-payment under a Services Agreement.

The following provisions survive termination: Sections 1 (Definitions), 3 (Customer Data) with respect to confidentiality, Aggregated Data, and Feedback, 8 (Intellectual Property), 9 (No Warranty), 10 (Limitation of Liability), 11 (Indemnification), 13 (Relationship to Services Agreement), and 15 (General).

13. Relationship to Services Agreement

These Terms apply to all use of the Platform. If Customer has a Services Agreement with Vixul, the Services Agreement governs the commercial terms of the engagement, including fees, scope of services, term, payment, service-level commitments, support, and any negotiated warranty or indemnification provisions, and supplements these Terms.

In the event of a conflict between these Terms and a Services Agreement, the Services Agreement controls, except that the following provisions of these Terms apply uniformly to every customer regardless of any conflicting Services Agreement provision and may not be overridden by a Services Agreement: Section 3 (Customer Data), Section 4 (Acceptable Use), Section 5 (Security), and the portions of Section 8 (Intellectual Property) addressing Vixul’s ownership of the Platform. Any Services Agreement provision that conflicts with one of these uniform provisions is void to the extent of the conflict.

14. Changes to These Terms

Vixul may update these Terms from time to time. When we make material changes we will provide notice by email to the address associated with Customer’s account or by in-Platform notice at least thirty (30) days before the changes take effect. Continued use of the Platform after the effective date constitutes acceptance of the updated Terms. Customer’s sole remedy for an unacceptable change is to stop using the Platform and close the account.

15. General

Governing law and venue. These Terms are governed by the laws of the State of Texas, without regard to conflict-of-laws principles. The exclusive venue for any action arising out of these Terms is the state or federal courts located in Austin, Texas, and each party submits to the exclusive jurisdiction of those courts.

Notices. Notices to Vixul must be sent to legal@vixul.com or to Vixul Inc, 3571 Far West Blvd #3623, Austin, TX 78731. Notices to Customer will be sent to the email address associated with Customer’s account.

Assignment. Customer may not assign these Terms without Vixul’s prior written consent. Vixul may assign these Terms to an affiliate or to a successor in connection with a merger, acquisition, or sale of substantially all of its assets.

Independent contractors. The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency, or employment relationship.

Force majeure. Neither party is liable for any failure or delay in performance to the extent caused by events beyond its reasonable control, including acts of God, natural disasters, pandemics, war, terrorism, civil unrest, internet or utility outages, or third-party service failures.

No waiver. Failure to enforce any provision is not a waiver of the right to enforce it later. Any waiver must be in writing.

Severability. If any provision is held unenforceable, the remaining provisions remain in effect, and the unenforceable provision will be reformed to the minimum extent necessary to make it enforceable.

Entire agreement. These Terms, together with any Services Agreement and the documents they incorporate, are the entire agreement between the parties regarding the Platform and supersede all prior or contemporaneous understandings.

Electronic acceptance. Customer’s electronic acceptance of these Terms, including by clicking “I agree” or by accessing the Platform, has the same legal effect as a handwritten signature.

16. Contact

Questions about these Terms should be sent to legal@vixul.com. Questions about privacy or data handling should be sent to privacy@vixul.com.