TERMS OF SERVICE

XFACTOR COMMAND (operating as XFACTOR VERIFIED)

Document Control

Field	Detail
Document Title	Terms of Service
Version	1.1
Effective Date	April 16, 2026
Last Reviewed	June 16, 2026
Legal Entity	XFACTOR COMMAND, registered in British Columbia, Canada
Operating / Brand Name	XFACTOR VERIFIED
Governing Jurisdiction	Province of British Columbia, Canada

IMPORTANT NOTICE: PLEASE READ THESE TERMS OF SERVICE CAREFULLY BEFORE ACCESSING OR USING THE XFACTOR COMMAND PLATFORM. BY ACCESSING OR USING ANY PART OF THE PLATFORM, YOU AGREE TO BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE TO ALL TERMS AND CONDITIONS, YOU MAY NOT ACCESS OR USE THE PLATFORM.

1. ACCEPTANCE OF TERMS

1.1 Agreement to Terms

These Terms of Service (the "Terms") constitute a legally binding agreement between you ("User," "you," or "your") and XFACTOR COMMAND, a business registered under the laws of the Province of British Columbia, Canada, operating as XFACTOR VERIFIED (the "Company," "XFACTOR," "we," "us," or "our"), governing your access to and use of the XFACTOR VERIFIED platform, including all associated software, applications, websites, application programming interfaces, tools, data, content, reports, and services (collectively, the "Platform").

1.2 Binding Nature of Continued Use

By accessing the Platform, clicking "I Agree," creating an account, or otherwise using any portion of the Platform, you acknowledge that you have read, understood, and agree to be bound by these Terms and our Privacy Policy, which is incorporated herein by reference. Your continued use of the Platform following any posted amendments to these Terms constitutes your acceptance of such amendments.

1.3 Eligibility

You represent and warrant that:

(a) you are at least eighteen (18) years of age;

(b) you have the legal capacity to enter into a binding contract;

(c) you are duly authorized to act on behalf of the organization, employer, or legal entity for which you are accessing the Platform ("Organization"), and your Organization has independently agreed to be bound by these Terms; and

(d) your use of the Platform does not violate any applicable law, regulation, or obligation to any third party.

If you are accessing the Platform on behalf of an Organization, "you" and "your" shall refer to both you and that Organization jointly and severally. The Organization shall be responsible for all acts and omissions of its authorized users.

1.4 Authority to Bind Organization

If you accept these Terms on behalf of an Organization, you represent that you have the authority to bind that Organization to these Terms. If you lack such authority, neither you nor your Organization may use the Platform.

2. ACCOUNT REGISTRATION AND SECURITY

2.1 Account Creation

To access the Platform's features, you must register for an account by providing accurate, current, and complete information as requested during the registration process. You agree to maintain and promptly update your account information to keep it accurate, current, and complete.

2.2 Credentials and Security

You are solely and entirely responsible for:

(a) maintaining the confidentiality and security of your login credentials, including your username and password;

(b) all activities that occur under your account, whether or not authorized by you;

(c) any and all access to the Platform using your credentials, regardless of whether such access was authorized or unauthorized.

2.3 Temporary Passwords

Upon initial account creation or following a password reset, you will be issued a temporary password. You are required to change this temporary password upon your first login. XFACTOR accepts no liability for any loss or damage arising from your failure to change a temporary password in a timely manner.

Your account is personal and non-transferable. You shall not share your login credentials with any other person or entity. Each individual authorized user within your Organization must maintain a separate, individual account. Sharing of accounts or credentials constitutes a material breach of these Terms and may result in immediate account suspension or termination.

2.5 Notification of Unauthorized Access

You agree to notify XFACTOR immediately — and in any event no later than twenty-four (24) hours — upon becoming aware of any actual or suspected:

(a) unauthorized use of your account or login credentials;

(b) security breach, data compromise, or unauthorized access involving the Platform;

Notice must be provided by email to security@xfactorverified.com. XFACTOR shall not be liable for any loss, damage, or harm arising from your failure to comply with this notification obligation.

2.6 Account Suspension

XFACTOR reserves the right, at its sole discretion, to suspend or disable any account at any time and for any reason, including but not limited to suspected unauthorized access, violation of these Terms, or suspected fraudulent or harmful activity. XFACTOR will make commercially reasonable efforts to provide notice of suspension where practicable.

3. PERMITTED USE

3.1 Purpose of the Platform

The Platform is designed and licensed exclusively for supply chain security assessment, compliance verification, risk intelligence, and related services as offered by XFACTOR from time to time. Access to the Platform is granted solely for these purposes.

3.2 Authorized Uses

Subject to these Terms, Users are authorized to:

(a) access and use the Platform features made available to them under their applicable subscription tier;

(b) complete, submit, and review supply chain security assessments;

(c) access, view, and download reports and assessments pertaining to their own data or to the data of their registered suppliers, as applicable to their account role;

(d) use the Platform's analytical and reporting tools in connection with their own legitimate supply chain security and compliance programs; and

(e) interact with the Platform's AI-assisted features for the purpose of completing authorized assessments.

3.3 Client Access to Supplier Data

Client users are authorized to access only the data of suppliers who have been registered under their account and who have consented to the sharing of their assessment data with the applicable client. No client user may access, view, download, or otherwise use the data of any supplier registered under another client's account. This restriction is absolute and non-waivable by any party other than XFACTOR.

3.4 Scope of License

Any access or use of the Platform beyond the express scope of Section 3.2 and 3.3 requires the prior written consent of XFACTOR.

4. PROHIBITED CONDUCT

4.1 General Prohibitions

You agree that you shall not, and shall not permit any third party to, directly or indirectly:

(a) Reverse Engineering and Decompilation: Reverse engineer, decompile, disassemble, decode, or otherwise attempt to derive or gain access to the source code, object code, underlying algorithms, trade secrets, or proprietary methodologies of the Platform or any component thereof, except and only to the extent that applicable law expressly permits such activity notwithstanding this restriction;

(b) Scraping and Unauthorized Extraction: Scrape, crawl, spider, harvest, or otherwise extract data from the Platform by automated means, including but not limited to web scraping tools, data mining tools, or custom software, except as expressly authorized by XFACTOR's published API documentation and applicable API terms;

(c) Automated Access: Access the Platform through any automated means, bot, script, or process, except through XFACTOR's officially sanctioned API channels and only in accordance with any rate limits, usage restrictions, and API terms applicable thereto;

(d) Security Circumvention: Circumvent, disable, defeat, or otherwise interfere with any security feature, access control, authentication mechanism, digital rights management system, or other protective technology incorporated into the Platform;

(e) Credential Sharing: Share, transfer, sell, or otherwise provide your login credentials to any other person or entity;

(f) Unauthorized Data Access: Access, view, download, copy, or use any data, account, report, or assessment belonging to any other user or Organization, whether through technical means, exploitation of system vulnerabilities, credential misuse, or any other method;

(g) Competitive Intelligence: Use the Platform, or any data, information, outputs, or reports derived therefrom, for the purpose of building a competing product or service, gathering competitive intelligence about XFACTOR or XFACTOR's products, or reverse engineering XFACTOR's assessment methodologies, scoring frameworks, or proprietary processes for any purpose outside your authorized use;

(h) Resale and Redistribution: Resell, sublicense, redistribute, share, transfer, or otherwise make available to any third party any access to the Platform or any content, reports, assessments, or outputs generated by the Platform, except for the internal use of authorized users within your Organization or as otherwise expressly permitted in writing by XFACTOR;

(i) Malware and Harmful Code: Upload, transmit, or introduce any virus, worm, trojan horse, ransomware, spyware, adware, or other malicious, harmful, or disruptive code, script, or content to the Platform or to XFACTOR's systems or infrastructure;

(j) Interference with Platform Operations: Interfere with, disrupt, impair, or overload the Platform's servers, networks, or infrastructure, including by conducting denial-of-service attacks, load testing without authorization, or transmitting unsolicited or unauthorized communications;

(k) AI-Assisted Assessment Completion: Use any artificial intelligence system, large language model, automated script, bot, or any other non-human process to complete, respond to, or otherwise influence your answers within any supply chain security assessment. Assessment responses must reflect the genuine, first-hand knowledge, practices, and representations of the individual authorized to complete the assessment on behalf of the supplier or client. Automated completion of assessments fundamentally defeats the behavioral analysis and verification purpose of the Platform and constitutes a material misrepresentation to XFACTOR and to any relying client;

(l) False or Misleading Information: Submit any false, misleading, inaccurate, or fraudulent information, representations, or documentation to the Platform, including during any assessment, onboarding, or verification process;

(m) Unlawful Use: Use the Platform in any manner that violates any applicable federal, provincial, municipal, or international law, regulation, rule, or code; and

(n) Facilitating Prohibited Use: Assist, encourage, or facilitate any other person or entity in engaging in any activity prohibited under these Terms.

4.2 Consequences of Prohibited Conduct

Any breach of this Section 4 may result in immediate suspension or termination of your account without notice, legal action, and liability for all damages caused to XFACTOR and to affected third parties.

5. INTELLECTUAL PROPERTY

5.1 Ownership

All right, title, and interest in and to the Platform, and in and to all content, features, functionality, and materials forming part of or delivered through the Platform — including but not limited to all software, source code, object code, algorithms, scoring methodologies, assessment question banks, scenario libraries, report templates, data analytics frameworks, compiled benchmarks, trade names, trademarks, service marks, logos, branding, user interface design, user experience design, visual design elements, written content, audio-visual works, databases, and data compilations — are and shall remain the sole and exclusive property of XFACTOR COMMAND or its licensors.

5.2 Statutory Protections

XFACTOR's intellectual property is protected by and under, without limitation:

(a) the Copyright Act, R.S.C., 1985, c. C-42, and all amendments thereto;

(b) the Trade-marks Act, R.S.C., 1985, c. T-13, and all amendments thereto (now continued under the Trademarks Act, S.C. 2014, c. 32);

(d) the Agreement on Trade-Related Aspects of Intellectual Property Rights (TRIPS); and

(e) all other applicable Canadian, provincial, and international intellectual property laws and treaties.

5.3 Limited License Grant

Subject to your compliance with these Terms and the payment of applicable subscription fees, XFACTOR grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Platform solely for the Permitted Uses described in Section 3 during the term of your active subscription. This license does not include any right to:

(a) copy, reproduce, store, or archive the Platform or any portion thereof, except as technically necessary for ordinary use through a standard web browser;

(b) modify, adapt, translate, or create derivative works of the Platform or any content thereof;

(c) distribute, sell, lease, rent, license, sublicense, or otherwise transfer the Platform or any content thereof to any third party;

(d) publicly display or publicly perform the Platform or any content thereof;

(e) use XFACTOR's trade names, trademarks, service marks, or logos without XFACTOR's prior express written consent; or

(f) remove, alter, or obscure any copyright notice, trademark notice, or other proprietary rights notice appearing in or on the Platform.

5.4 Trade Secret Protection

XFACTOR's assessment methodologies, scoring frameworks, question banks, scenario libraries, and risk intelligence algorithms constitute proprietary trade secrets that have been developed through more than ten (10) years of specialized supply chain security expertise, originating from XFACTOR's predecessor operations under GlobalMLX. These trade secrets are protected under Canadian common law and by reasonable measures taken by XFACTOR to maintain their confidentiality. You acknowledge that you will necessarily be exposed to certain elements of these proprietary methodologies through your use of the Platform, and you agree to maintain the strictest confidentiality with respect to any such information.

5.5 No Implied License

Nothing in these Terms shall be construed as granting, by implication, estoppel, or otherwise, any license or right not expressly stated herein. All rights not expressly granted to you are reserved by XFACTOR.

5.6 Feedback

If you provide XFACTOR with any suggestions, comments, feedback, or ideas regarding the Platform or XFACTOR's products or services (collectively, "Feedback"), you hereby assign to XFACTOR all right, title, and interest in and to such Feedback, and XFACTOR shall be free to use and exploit such Feedback in any manner without restriction, compensation, or obligation to you.

6. USER-GENERATED CONTENT AND SUPPLIER DATA

6.1 Ownership of Supplier Responses

All data, information, representations, and documents submitted by a supplier through the Platform in connection with an assessment ("Supplier Assessment Data") remain the property of the submitting supplier. XFACTOR does not claim ownership of Supplier Assessment Data.

6.2 License to Process Supplier Assessment Data

By submitting Supplier Assessment Data to the Platform, each supplier grants XFACTOR a limited, non-exclusive, worldwide license to process, store, analyze, use, and disclose such data solely for the following purposes:

(a) performing the supply chain security assessment for which the data was submitted;

(b) generating assessment reports and scores for authorized clients of the supplier;

(c) maintaining and improving the Platform's assessment accuracy and functionality, using anonymized and aggregated data only; and

(d) generating industry-level benchmarks and analytics using anonymized and aggregated data in which no individual supplier is identifiable.

6.3 No Cross-Client Disclosure

XFACTOR shall not share, disclose, sell, or otherwise make available any individual supplier's identifiable Supplier Assessment Data to any other client or third party without the express written consent of the applicable supplier, except as required by applicable law or court order. This restriction is absolute. Anonymized, aggregated, and non-identifiable data are not subject to this restriction.

6.4 Accuracy of Submissions

You represent and warrant that all data and information submitted to the Platform are accurate, truthful, complete, and not misleading, and that you have all necessary rights and authorizations to submit such data. You acknowledge that your assessment results depend in material part upon the accuracy of your submissions.

7. AI-POWERED ASSESSMENT DISCLOSURE

7.1 Use of Artificial Intelligence

The Platform incorporates artificial intelligence and machine learning technologies, including but not limited to AI systems provided by third-party providers such as Anthropic, PBC (provider of "Claude"), to assist in the processing, analysis, and scoring of supply chain security assessments.

7.2 AI as Assistive Technology

You acknowledge and agree that:

(a) AI technology on the Platform is used in an assistive capacity and does not autonomously make final compliance determinations, certifications, or security clearances without human review processes embedded in the Platform's design;

(b) AI outputs are subject to inherent limitations, including the potential for errors, biases, hallucinations, and inaccuracies, particularly where submitted data is incomplete, ambiguous, or contradictory;

(c) XFACTOR does not guarantee the accuracy, completeness, or fitness for any particular purpose of any AI-generated assessment output; and

(d) you are responsible for reviewing assessment results and exercising your own independent judgment in making business, compliance, or procurement decisions.

7.3 Not Legal Advice

The Platform, its outputs, reports, assessments, scores, findings, and recommendations are provided for informational and advisory purposes only and do not constitute legal advice, legal opinions, regulatory guidance, or certification of compliance with any law, regulation, or standard. XFACTOR COMMAND is not a law firm. You should obtain qualified legal counsel with respect to any regulatory compliance obligations specific to your business and jurisdiction.

7.4 No Guarantee Against Breaches

Assessment results obtained through the Platform do not constitute a guarantee, warranty, or assurance that a supplier is free from risk or that any security breach will not occur. Supply chain security is an evolving domain and no assessment tool can eliminate risk entirely.

8. DISCLAIMER OF WARRANTIES

8.1 "As Is" and "As Available"

THE PLATFORM IS PROVIDED TO YOU STRICTLY ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT ANY REPRESENTATION, WARRANTY, OR CONDITION OF ANY KIND. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, XFACTOR COMMAND AND ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, LICENSORS, AND SERVICE PROVIDERS EXPRESSLY DISCLAIM ALL WARRANTIES, REPRESENTATIONS, AND CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO:

(a) IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE;

(b) IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, AND QUIET ENJOYMENT;

(c) WARRANTIES OF ACCURACY, RELIABILITY, COMPLETENESS, CURRENCY, OR USEFULNESS OF ANY INFORMATION, DATA, OR CONTENT ON THE PLATFORM;

(d) WARRANTIES THAT THE PLATFORM WILL MEET YOUR REQUIREMENTS OR THAT ITS OPERATION WILL BE UNINTERRUPTED, ERROR-FREE, TIMELY, SECURE, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS;

(e) WARRANTIES AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE PLATFORM; AND

(f) WARRANTIES THAT DEFECTS IN THE PLATFORM WILL BE CORRECTED.

8.2 No Warranty of Prevention

XFACTOR EXPRESSLY DOES NOT WARRANT, REPRESENT, OR GUARANTEE THAT:

(a) the use of the Platform, or reliance upon any assessment results or reports, will prevent actual security breaches, supply chain disruptions, regulatory violations, fraud, or any other harm to your business; or

(b) the Platform's security assessments will identify all risks, vulnerabilities, or compliance deficiencies in any assessed supplier or supply chain.

8.3 Jurisdiction-Specific Rights

Some jurisdictions do not permit the exclusion of implied warranties, and as a result some of the above exclusions may not apply to you. In such jurisdictions, XFACTOR's warranties are limited to the minimum extent permitted by applicable law.

9. LIMITATION OF LIABILITY

9.1 Exclusion of Consequential and Other Damages

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL XFACTOR COMMAND OR ANY OF ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, PARTNERS, LICENSORS, OR SERVICE PROVIDERS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY OF THE FOLLOWING, REGARDLESS OF THE THEORY OF LIABILITY (WHETHER IN CONTRACT, TORT INCLUDING NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE) AND REGARDLESS OF WHETHER XFACTOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES:

(a) INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES;

(b) LOSS OF PROFITS, REVENUES, SALES, OR BUSINESS OPPORTUNITIES;

(d) LOSS OF GOODWILL OR BUSINESS REPUTATION;

(e) COST OF SUBSTITUTE GOODS OR SERVICES;

(f) BUSINESS INTERRUPTION OR DOWNTIME;

(g) REGULATORY FINES, PENALTIES, SANCTIONS, OR OTHER ENFORCEMENT ACTIONS IMPOSED UPON YOU BY ANY GOVERNMENTAL AUTHORITY AS A RESULT OF YOUR RELIANCE ON THE PLATFORM OR ITS OUTPUTS; OR

(h) ANY OTHER INTANGIBLE LOSSES.

9.2 Cap on Total Liability

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, XFACTOR'S TOTAL AGGREGATE LIABILITY TO YOU ARISING OUT OF OR RELATING TO THESE TERMS OR YOUR USE OF OR INABILITY TO USE THE PLATFORM, REGARDLESS OF THE FORM OF ACTION AND REGARDLESS OF THE THEORY OF LIABILITY, SHALL NOT EXCEED THE TOTAL FEES ACTUALLY PAID BY YOU TO XFACTOR IN THE TWELVE (12) CALENDAR MONTHS IMMEDIATELY PRECEDING THE DATE OF THE CLAIM OR CAUSE OF ACTION GIVING RISE TO SUCH LIABILITY.

9.3 Basis of the Bargain

YOU ACKNOWLEDGE THAT THE LIMITATIONS OF LIABILITY IN THIS SECTION 9 REFLECT A REASONABLE AND FAIR ALLOCATION OF RISK BETWEEN THE PARTIES AND ARE AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN XFACTOR AND YOU. XFACTOR WOULD NOT HAVE ENTERED INTO THESE TERMS OR MADE THE PLATFORM AVAILABLE TO YOU ABSENT THESE LIMITATIONS.

9.4 Jurisdiction

Some jurisdictions do not permit the exclusion or limitation of liability for certain categories of damages, and some of the above limitations may therefore not apply to you. In such jurisdictions, XFACTOR's liability shall be limited to the fullest extent permitted by applicable law.

10. INDEMNIFICATION

10.1 User Indemnification Obligation

You agree to indemnify, defend (at XFACTOR's option), and hold harmless XFACTOR COMMAND and its affiliates, and each of their respective officers, directors, employees, agents, successors, and assigns (collectively, "XFACTOR Indemnitees") from and against any and all claims, actions, demands, proceedings, losses, damages, liabilities, costs, and expenses (including reasonable legal fees and disbursements on a solicitor-client basis) arising out of or in connection with:

(a) your violation of or failure to comply with any provision of these Terms;

(b) your access to or use of the Platform in any manner;

(d) your violation of any applicable law, regulation, rule, or order of any governmental authority;

(e) your infringement or alleged infringement of any intellectual property, privacy, or other right of any third party; or

(f) any misrepresentation made by you to XFACTOR or to any third party in connection with the Platform.

10.2 Indemnification Procedure

XFACTOR shall notify you promptly of any claim for which it seeks indemnification. You shall have the right to assume sole control of the defense and settlement of any such claim at your expense, provided that: (a) XFACTOR shall have the right to participate in the defense at its own expense; and (b) you shall not settle any claim that imposes any obligation, restriction, or liability on XFACTOR or admits any wrongdoing by XFACTOR without XFACTOR's prior written consent.

11. DATA OWNERSHIP AND CLIENT DATA

11.1 Client Data Ownership

As between XFACTOR and the client, the client retains all right, title, and interest in and to the data, information, and documents submitted by or on behalf of the client and its registered suppliers through the Platform ("Client Data"). Nothing in these Terms shall be construed as transferring ownership of Client Data to XFACTOR.

11.2 XFACTOR as Data Processor

With respect to any Client Data that constitutes personal information within the meaning of applicable Canadian privacy legislation, including the Personal Information Protection and Electronic Documents Act (S.C. 2000, c. 5) ("PIPEDA") and applicable provincial privacy legislation, XFACTOR acts as a data processor on behalf of the client as data controller. XFACTOR shall process such personal information only in accordance with the client's documented instructions and as necessary for the performance of the Platform's services, unless otherwise required by applicable law.

11.3 Data Export Upon Termination

Following the termination or expiry of a subscription for any reason, the client may request a complete export of all Client Data within thirty (30) calendar days of the effective termination date. XFACTOR will make Client Data available for export in a commercially reasonable format upon receipt of a written export request submitted to privacy@xfactorverified.com.

11.4 Data Deletion

Following the expiry of the thirty (30) day export window described in Section 11.3, or at such earlier time as the client confirms in writing that it does not wish to export its data, XFACTOR will permanently delete all identifiable Client Data from its active systems in accordance with its then-current data retention and deletion policy.

11.5 Retention of Anonymized Data

Notwithstanding Section 11.4, XFACTOR retains the right to retain, use, and disclose anonymized and aggregated data derived from Client Data — in which no individual, supplier, or client is identifiable — for the purposes of improving the Platform, generating industry benchmarks, conducting research, and for other lawful purposes.

12. SUBSCRIPTION, FEES, AND PAYMENT

12.1 Subscription Tiers

Access to the Platform is available on a subscription basis, with fees determined by the applicable subscription tier, as set out in XFACTOR's current pricing schedule published on the Platform. Different tiers provide different levels of access, features, and usage limits.

12.2 Fees

You agree to pay all fees applicable to your selected subscription tier in accordance with the payment terms presented at the time of subscription. All fees are quoted in Canadian dollars unless otherwise stated and are subject to applicable taxes.

12.3 Automatic Renewal

Unless you provide written notice of cancellation to XFACTOR at least thirty (30) calendar days prior to the end of your then-current subscription term, your subscription will automatically renew for successive periods of equal duration at XFACTOR's then-current pricing. Notice of cancellation must be submitted to billing@xfactorverified.com.

12.4 Non-Refundable Fees

All fees paid are non-refundable except as expressly required by applicable law, including as may be required under applicable consumer protection legislation in the Province of British Columbia. XFACTOR will not provide refunds or credits for partial subscription periods, unused features, or early termination.

12.5 Price Changes

XFACTOR reserves the right to change its subscription fees at any time. XFACTOR will provide you with at least thirty (30) calendar days prior written notice of any fee increase, delivered to the email address associated with your account. Your continued use of the Platform following the effective date of a price change constitutes your acceptance of the new fees.

12.6 Non-Payment

XFACTOR reserves the right to suspend or terminate your access to the Platform if payment is not received by the applicable due date, subject to applicable notice requirements.

13. TERMINATION

13.1 Termination by Either Party

Either party may terminate a subscription to the Platform upon thirty (30) calendar days' prior written notice to the other party, delivered as set out in Section 16.

13.2 Termination by XFACTOR for Cause

Notwithstanding Section 13.1, XFACTOR may terminate your account and your access to the Platform immediately, without notice and without liability, upon the occurrence of any of the following:

(a) a material breach of these Terms by you that is incapable of cure;

(b) a material breach of these Terms by you that is capable of cure but that you have failed to cure within five (5) business days of receiving written notice from XFACTOR specifying the breach;

(c) XFACTOR's reasonable determination that your use of the Platform poses a security risk to the Platform or to other users;

(d) your insolvency, bankruptcy, or the assignment of your assets for the benefit of creditors; or

(e) as required by applicable law or order of any court or governmental authority.

13.3 Effect of Termination

Upon termination or expiry of these Terms for any reason:

(a) all licenses granted to you under these Terms are immediately and automatically revoked;

(b) you must immediately cease all access to and use of the Platform;

(d) all provisions of these Terms that by their nature should survive termination shall survive, including without limitation Sections 5 (Intellectual Property), 8 (Disclaimer of Warranties), 9 (Limitation of Liability), 10 (Indemnification), 11 (Data Ownership), 14 (Governing Law), and this Section 13.3.

13.4 No Liability for Termination

XFACTOR shall not be liable to you or to any third party for any termination of your account or access to the Platform in accordance with these Terms.

14. GOVERNING LAW AND DISPUTE RESOLUTION

14.1 Governing Law

These Terms and any dispute, claim, or controversy arising out of or in connection with these Terms, the Platform, or your relationship with XFACTOR (whether based in contract, tort, statute, equity, or otherwise) shall be governed by and construed in accordance with the laws of the Province of British Columbia and the federal laws of Canada applicable therein, without giving effect to any conflict of laws rules or principles that would cause the application of the laws of any other jurisdiction.

14.2 Negotiation

In the event of any dispute, claim, or controversy between the parties arising out of or relating to these Terms or the Platform ("Dispute"), the parties shall first attempt to resolve the Dispute through good-faith negotiation. Either party may initiate the negotiation process by providing written notice to the other party identifying the Dispute in reasonable detail. The parties shall negotiate in good faith for a period of thirty (30) calendar days following delivery of such notice (or such longer period as the parties may mutually agree) before proceeding to mediation.

14.3 Mediation

If the Dispute is not resolved through negotiation within the period set out in Section 14.2, either party may submit the Dispute to non-binding mediation to be conducted in Victoria, British Columbia, Canada, before a single mediator agreed upon by the parties. The costs of mediation shall be shared equally between the parties. The parties shall participate in mediation in good faith.

14.4 Binding Arbitration

If the Dispute is not resolved through mediation within thirty (30) calendar days of the commencement of mediation (or such longer period as the parties may agree), the Dispute shall be finally resolved by binding arbitration in accordance with the Arbitration Act, S.N.B. 1992, c. A-10.1, as amended. The arbitration shall:

(a) be conducted in the English language in Victoria, British Columbia, Canada;

(b) be before a single arbitrator agreed upon by the parties, or in the absence of agreement, appointed in accordance with the applicable arbitration rules;

(d) produce a final and binding award, which may be entered as a judgment in any court of competent jurisdiction.

14.5 Class Action Waiver

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU WAIVE ANY RIGHT TO COMMENCE, PARTICIPATE IN, OR SEEK RELIEF THROUGH ANY CLASS ACTION, COLLECTIVE ACTION, OR REPRESENTATIVE ACTION AGAINST XFACTOR. ALL CLAIMS MUST BE BROUGHT ON AN INDIVIDUAL BASIS ONLY.

14.6 Injunctive Relief

Nothing in this Section 14 shall prevent XFACTOR from seeking urgent or interim injunctive or equitable relief from any court of competent jurisdiction to protect its intellectual property rights, confidential information, or trade secrets pending the resolution of any Dispute.

15. GENERAL PROVISIONS

15.1 Severability

If any provision or portion of these Terms is held by a court or arbitrator of competent jurisdiction to be invalid, illegal, void, or unenforceable under applicable law, such provision shall be deemed severed from these Terms, and the remainder of these Terms shall continue in full force and effect. The parties agree that the severed provision shall be modified to the minimum extent necessary to render it valid and enforceable while preserving the original intent of the parties to the greatest extent possible.

15.2 Entire Agreement

These Terms, together with the Privacy Policy and any additional terms and conditions incorporated herein by reference, constitute the entire and complete agreement between you and XFACTOR with respect to the subject matter hereof and supersede and replace all prior and contemporaneous negotiations, representations, warranties, understandings, proposals, and agreements, whether written or oral, between the parties with respect to such subject matter.

15.3 Amendments

XFACTOR reserves the right to amend, modify, or update these Terms at any time, in its sole discretion. XFACTOR will notify you of material amendments by:

(a) posting a notice on the Platform;

(b) sending an email to the address associated with your account; or

Unless otherwise specified in XFACTOR's notice, amendments will take effect thirty (30) calendar days after notice is given. Your continued access to or use of the Platform following the effective date of any amendment constitutes your acceptance of the amended Terms.

15.4 Waiver

XFACTOR's failure to enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. No waiver by XFACTOR of any breach or default shall be deemed a waiver of any subsequent breach or default.

15.5 Assignment

You may not assign, transfer, delegate, or sublicense any of your rights or obligations under these Terms without XFACTOR's prior written consent. Any purported assignment in violation of this provision is null and void. XFACTOR may freely assign these Terms and any of its rights and obligations hereunder without restriction and without notice to you.

15.6 Force Majeure

XFACTOR shall not be liable for any delay or failure to perform any obligation under these Terms to the extent such delay or failure is caused by circumstances beyond XFACTOR's reasonable control, including but not limited to acts of God, natural disasters, pandemic, epidemic, governmental actions, cyberattacks on third-party infrastructure, power failures, or failure of third-party service providers.

15.7 Language

The parties have requested and agreed that these Terms be drafted in the English language. Les parties ont demandé et convenu que la présente convention soit rédigée en langue anglaise.

16. CONTACT INFORMATION

For questions, notices, or concerns regarding these Terms, your account, or the Platform, please contact XFACTOR COMMAND at:

Purpose	Contact
General Legal Inquiries	legal@xfactorverified.com
Privacy and Data Requests	privacy@xfactorverified.com
Security Incidents	security@xfactorverified.com
Billing and Subscriptions	billing@xfactorverified.com
General Platform Support	support@xfactorverified.com

XFACTOR COMMAND Province of British Columbia, Canada

These Terms of Service were last reviewed and updated on April 16, 2026.

XFACTOR COMMAND is not a law firm. This document does not constitute legal advice. All users are encouraged to obtain independent legal counsel to review these Terms in the context of their specific business circumstances and applicable regulatory obligations.

BILLING, PAYMENT AND ACCESS

No Refunds (All Sales Final). All fees paid to XFACTOR COMMAND are non-refundable. By completing payment you agree that no refund, credit, or reversal will be issued for any reason, including early termination, unused access periods, or dissatisfaction with the Service. XFACTOR COMMAND may, at its sole discretion, offer a credit or partial remedy in exceptional circumstances; any such remedy is a courtesy, not an obligation.

Monthly Subscriptions: Auto-Renewal and Due Dates. Monthly subscriptions renew automatically on the same calendar day each month as the date you first subscribed (the "Anniversary Date"). Payment is due on the Anniversary Date and the payment method on file is charged automatically; you are responsible for keeping it current and funded. If the Anniversary Date does not exist in a given month (e.g. the 31st), payment is due on that month's last day. You may cancel any time via support; cancellation takes effect at the end of the current paid period, with no refund for the remainder.

Provisional Access. Access is provisional until payment fully clears and funds are confirmed received. During settlement (typically 1 to 5 business days for wire/EFT), a limited Foundation section is available; full access unlocks automatically once payment is confirmed. Wire, EFT, and card payments are subject to reversal. If a payment is reversed, charged back, or fails to clear, access is suspended immediately until paid in full.

Suspension of Access. XFACTOR COMMAND may suspend or terminate access immediately and without notice upon: (a) payment reversal or chargeback; (b) failed renewal on the Anniversary Date; or (c) fraud or suspected fraud. During suspension you cannot access the platform, your data, or stored files. Access may be reinstated on full payment of outstanding amounts, at XFACTOR COMMAND's discretion.

Relationship to Existing Remedies. Nothing in this section limits XFACTOR COMMAND's right to pursue any other remedy at law or in equity for non-payment, including collection plus interest at 1.5% per month on overdue balances.

Questions about billing: customercare@xfactorverified.com