xulari

Terms & Conditions

Last updated: November 1, 2026

Operator: Veridlex Technologies LLC ("Xulari," "we," "us"). Contact: hello@xulari.com.

Applies to: xulari.com, xulari.ai, shop.xulari.app, the Xulari shop application, public repair-status tracker links, and the public website widget (together, the "Services").

1. Acceptance; Who May Use the Services

By creating an account, clicking "I agree," signing an order form, or using the Services, you agree to these Terms. If you accept on behalf of a business (a "Shop"), you represent that you have authority to bind it, and "you" means the Shop. You must be at least 18. Xulari is not for use by anyone under 18. By creating an account you confirm you are at least 18 and authorized to bind your shop. The Services are offered only to businesses for commercial use, not to consumers for personal, family, or household purposes. You represent that you are acquiring the Services for business use. These Terms are a negotiated business-to-business agreement, and you have had the opportunity to consult counsel. If a signed order form conflicts with these Terms, the order form controls.

2. Definitions

"Shop Data" means data that a Shop or its users submit to the Services or collect through them, including End Customer information, vehicle data, and messages. "End Customer" means a Shop's customer or a vehicle owner. "Authorized Users" means the staff a Shop allows to use its account. "AI Output" means content generated by the Services' automated drafting or document-reading features.

3. Role of Xulari: Software Provider Only

Xulari provides software tools. We do not perform, inspect, price, warrant, or guarantee any vehicle repair or service. We are not a party to, agent for, or guarantor of any agreement between a Shop and an End Customer. Each Shop alone is responsible for:

(a) its services, workmanship, pricing, warranties, and customer service;

(b) compliance with laws that apply to it, including auto-repair, consumer-protection, licensing, privacy, messaging, and tax laws;

(c) the accuracy of everything it sends to End Customers;

(d) obtaining all notices, consents, and authorizations it needs from End Customers.

End Customers should take questions about a repair to the Shop.

4. Accounts, Roles, and Security

Shops create user accounts with roles such as owner, manager, advisor, and technician. You are responsible for all activity under your account. You must keep your credentials confidential, assign appropriate roles, promptly remove departing staff, and notify us at hello@xulari.com of any unauthorized access. Multi-factor authentication may be offered, and we strongly recommend using it when it is available. Xulari platform administrators may access accounts only for support, security, legal compliance, or as the Shop instructs.

5. License to Use the Services

While your subscription is in effect and you comply with these Terms, Xulari grants you a limited, non-exclusive, non-transferable, non-sublicensable license for your Authorized Users to access and use the Services for your internal business operations at the licensed locations. Each location requires its own subscription.

6. Xulari Intellectual Property

Xulari and its licensors own the Services, software, designs, trademarks, documentation, and all improvements to them. All rights not expressly granted are reserved. You may not remove proprietary notices.

6A. Trademarks; Shop Branding

"Xulari" and the related logos are trademarks of Veridlex Technologies LLC. You may not use our marks without prior written permission, except to refer to the Services accurately. You grant Xulari a limited license to display your Shop name and logo within the Services and in messages and tracker pages sent for you. Xulari may identify you as a customer in marketing only with your prior consent, which you may withdraw at any time.

7. Shop Data and User Content

7.1 Ownership. As between the parties, the Shop owns Shop Data.

7.2 License to Xulari. The Shop grants Xulari a worldwide, non-exclusive, royalty-free license to host, copy, process, transmit, and display Shop Data only as needed to provide, secure, support, and improve the Services, to comply with law, and as the Shop instructs. This license can be sublicensed to our subprocessors only for those purposes.

7.3 Aggregated data. We may create de-identified, aggregated data that does not identify any Shop, person, or vehicle. We may use it to operate, secure, and improve the Services. We do not use Shop Data to train publicly available or third-party AI models. Xulari may collect technical and diagnostic data about devices and browsers used to access the Service (excluding Customer Data by design) to operate, support, secure and improve the Service, and may enable time-limited enhanced diagnostics for support. Customer is responsible for informing its personnel that such data is collected.

7.4 Your responsibilities. You represent that you have all the rights, notices, and consents needed to submit Shop Data, including End Customer phone numbers, photos, and documents, and to let us process it.

7.5 Improving Xulari. The Shop authorizes Xulari to use Shop Data, including transcripts and the corrections staff make to them, to develop and improve Xulari's own features and AI models. Xulari never uses Shop Data to train public or third-party models. Xulari uses voice audio for training only if the Shop owner turns that setting on (it is off by default) and the staff member whose voice is recorded gives written consent first. Audio used for training is deleted when it is no longer needed for that purpose, and no later than one year after. The Shop is responsible for collecting that consent through the Services.

8. ID and Insurance Card Data

The Services let Shops scan driver's licenses, insurance cards, VINs and plates to fill in details. Scanned images are not stored; only the details the Shop confirms are saved. Some details, such as a driver's license number, are sensitive personal information. The Shop decides whether to record them, who may see them and how long they are kept. Xulari is not responsible for a Shop's decision to record or keep such details. Shops should record only what they need. As controller, the Shop will: (a) give End Customers any required privacy notice before collecting details; (b) get any consent the law requires for sensitive data (for example, under TDPSA § 541.101(b)(4)); (c) collect only what is reasonably necessary, and redact or skip unneeded fields; (d) restrict access to Authorized Users with a business need; (e) set and apply a retention period and delete details when it ends; (f) respond to End Customer rights requests; and (g) handle its own breach notices to individuals and regulators, with Xulari's assistance as described in Section 32. The Shop represents that it has a lawful basis for each detail it records.

9. AI Features and AI Output Disclaimer

Some features use automated tools, including an AI model that we host, to read text from scanned images (such as VIN, plate or card scans), which we don't store, and to draft summaries and customer messages. AI Output may be inaccurate, incomplete, or inappropriate. It is a draft only and is not professional, legal, mechanical, or diagnostic advice. A human Authorized User must review and approve each AI Output before relying on it or sending it. The Shop is solely responsible for any AI Output it uses. When an Authorized User approves or sends AI Output, that user represents that they have reviewed it for accuracy. The Services may log that approval. The Shop must not configure workflows that send AI Output without human review. AI features are not designed for diagnosing vehicle safety, making legal determinations, or making eligibility decisions, and must not be used for them. We do not train public or third-party models on Shop Data.

10. End Customer Messaging (SMS and Email); TCPA, CTIA, and CAN-SPAM

10.1 Shop as sender. Messages sent through the Services are sent by and on behalf of the Shop. The Shop is the "sender" and the party that initiates them, and it is responsible for legal compliance.

10.2 Consent. The Shop must obtain and record the End Customer's consent before sending texts. Consent to transactional or service messages (for example, repair status) is separate from consent to marketing messages. Marketing texts require prior express written consent, and that consent may not be required as a condition of service. Consent checkboxes must not be pre-checked.

10.3 Opt-out and help. Recipients may reply STOP or BAJA to opt out, START or ALTA to opt back in, and HELP or AYUDA for help. Opt-outs are honored automatically and promptly. The Shop must not override them and must honor opt-outs received by other reasonable means.

10.4 Quiet hours and frequency. By default the Services do not send texts between 9:00 p.m. and 8:00 a.m. in the recipient's local time, and they apply a monthly message cap. Shops may not disable these protections in a way that violates law, including stricter state rules such as Texas Bus. & Com. Code ch. 304 and Fla. Stat. § 501.059.

10.5 Disclosures. Program messages must identify the Shop. Message and data rates may apply, and message frequency varies.

10.6 Carrier registration. Texting may require carrier (10DLC) registration of the Shop's brand and campaign. Carriers are not liable for delayed or undelivered messages.

10.7 Email. Commercial email sent by a Shop must include accurate header information, a non-deceptive subject line, the sender's physical address, and a working unsubscribe link that is honored within 10 business days.

10.8 Sender of record. For every message sent through the Services, the Shop is the sender of record, the "initiator" under CAN-SPAM, and the party that "makes" or "initiates" the call or text under the TCPA. Xulari only transmits messages at the Shop's direction and does not choose recipients, content, or timing beyond the protective defaults in 10.4. The Shop must keep consent records (who consented, when, how, to which disclosure, and in which language) for at least 5 years, and must give them to Xulari within 5 business days of a request.

10.9 Messaging indemnity. The Shop's indemnity in Section 24 expressly covers claims, fines, carrier penalties, and statutory damages under the TCPA, CAN-SPAM, state telemarketing and mini-TCPA laws, and carrier or CTIA rules that arise from messages sent from the Shop's account.

10.10 Status of SMS. Text messaging may not be live for all accounts.

11. Public Tracker Links and Public Widget

The Services can generate a unique link (for example, /t/{code}) that lets an End Customer view repair status without logging in. Anyone who has the link may be able to view the status information it shows. Shops should share links only with the intended recipient and should limit what the tracker displays. Links may expire or be revoked. A public website widget may let visitors interact with a Shop. The Shop is responsible for the content shown through it.

12. Repair Management: Job Cards, Inspections, Estimates, Approvals, and Invoices

When these features are available:

12.1 Tools only. The Services may provide job cards, digital vehicle inspections, itemized estimates that End Customers can approve or decline item by item, and invoices. These are tools. The Shop sets all prices, descriptions, labor, parts, fees, and terms and is responsible for their accuracy.

12.2 Written estimates and authorization laws. Many states require auto repair shops to give a written estimate, get the customer's authorization before work begins, and get new authorization before exceeding the estimate. Some also require itemized invoices, return of replaced parts, registration, and record retention. Examples include California's Automotive Repair Act (Cal. Bus. & Prof. Code § 9884 et seq., including § 9884.9, administered by the Bureau of Automotive Repair) and similar laws in other states. The Shop alone is responsible for complying with these laws. Templates or defaults in the Services are not legal advice and may not satisfy every jurisdiction's requirements.

12.3 Texas. Shops serving Texas consumers must avoid false, misleading, or deceptive acts. These include failing to disclose material information and representing that work was performed or needed when it was not.

12.4 Electronic approvals and signatures. Electronic approvals of estimates and line items, and electronic signatures, captured through the Services are intended to be valid electronic records and signatures. The Shop is responsible for (a) obtaining any consumer consent to electronic records that law requires; (b) providing paper copies on request where required; and (c) confirming that electronic authorization is allowed for the transaction in its state. The Services may log the time, approver contact point, IP address, and line items approved as an audit trail.

12.5 No legal advice; sole responsibility. Xulari does not monitor or advise on any state's auto-repair requirements. Xulari makes no representation that any estimate, authorization, invoice format, disclosure, or workflow in the Services complies with any law. The Shop alone decides what to present and when to begin work. THE SHOP IS SOLELY RESPONSIBLE FOR WRITTEN-ESTIMATE, AUTHORIZATION, INVOICE, PARTS-RETURN, REGISTRATION, AND RECORD-KEEPING REQUIREMENTS. It will not begin or bill for work without the authorization the law requires.

12.6 Records. The Shop is responsible for retaining repair records for legally required periods. It should export them before closing its account.

13. Payments for Shop Customers

When these features are available:

13.1 Third-party processor. End Customer payments may be processed by a third-party payment processor. Xulari is not a bank, money transmitter, or payment processor, and it does not hold End Customer funds.

13.2 Processor terms. Before a Shop turns on payments, it must accept the payment processor's own terms, which we show in the payments setup screen, and complete the processor's identity verification. The Shop authorizes Xulari to exchange information about the Shop and its transactions with the processor.

13.3 Merchant of record. The Shop is the merchant of record and the seller. It is responsible for its pricing, receipts, refunds, returns, warranties, and customer disputes.

13.4 Refunds and chargebacks. The Shop handles refunds and is responsible for all chargebacks, reversals, disputes, fines, and processor fees on its transactions. If Xulari incurs these amounts, the Shop must reimburse Xulari, and Xulari may offset them against amounts it owes the Shop where permitted.

13.5 Platform fees. Any Xulari fees on payments will be disclosed in advance.

13.6 Not a money transmitter. Xulari does not receive, hold, or transmit End Customer funds. Funds move between the End Customer, the payment processor, and the Shop's connected account. Where Xulari collects fees, it does so as an application fee deducted by the processor. To the extent Xulari is ever treated as receiving payment, it does so only as the Shop's limited agent to accept payment for the Shop's goods and services. Payment to Xulari or the processor then satisfies the End Customer's obligation to the Shop, just as if the End Customer had paid the Shop directly.

13.7 Processor decisions. The processor alone decides whether to onboard, hold, delay, reserve, or terminate a connected account. Xulari is not liable for those decisions.

13.8 Card data. Card data is collected directly by the processor. Xulari does not currently store full card numbers. The Shop must comply with PCI DSS for any card data it handles outside the Services.

14. Taxes

Fees do not include taxes. You must pay applicable sales, use, VAT, and similar taxes on your subscription. In Texas, SaaS is generally taxed as a data processing service, with 20% of the charge exempt. Each Shop alone is responsible for calculating, collecting, reporting, and remitting all sales and other taxes on its own repair services, parts, and transactions with End Customers, including amounts on estimates and invoices it creates with the Services. Tax-calculation aids in the Services are provided as-is.

15. Subscriptions, Trials, Fees, and Billing

15.1 Plans. Pricing is set in an order form or quote that you agree with us. Subscriptions are per location.

15.2 Trials. We may offer a free trial. When the trial ends, the account becomes read-only until a paid subscription starts. Trials do not convert to paid subscriptions automatically unless your order form says they do.

15.3 Billing. Fees are invoiced in advance at the frequency in your order form. Invoices are due within 30 days. We may use a payment processor to collect fees.

15.4 Late payment. Overdue amounts may accrue interest at the lesser of 1.5% per month or the maximum lawful rate. If you do not pay, we may change your account to past-due status and then suspend or pause it after 10 days' notice.

15.5 Changes to pricing and plans. We may change our prices, fees and plans, including adding, removing, renaming or moving features between plans, or retiring a plan, from time to time. We will give you notice by email at least 30 days before a price increase or a plan change that reduces your features takes effect, or the longer period any applicable law requires. The change applies from your next billing period after that date. If you don't agree, you can cancel under Section 16.2 before the change takes effect, and you won't be charged the new price. Continuing to use the Services after the effective date means you accept the change. Your data and history stay available to export on every plan.

16. Automatic Renewal and Cancellation

16.1 Auto-renewal. Unless your order form says otherwise, your subscription renews automatically for successive terms equal to the initial term. Fees are charged at the then-current rate until you cancel.

16.2 How to cancel. You can cancel at any time by emailing hello@xulari.com with "Cancel" in the subject line; no reason or other information is needed, and we will confirm by email. If your account's Billing page offers online cancellation, you can also cancel there in one step, with no reason asked. Either way, cancellation takes effect at the end of the current paid term.

16.3 After cancellation. After the term ends, the account becomes read-only for 30 days during which you can view and export data. Then we delete Shop Data after a grace period (chosen by the owner when cancelling; otherwise 30 days), no later than 90 days after the read-only period ends (see Section 19). Backup copies are overwritten on our regular backup schedule.

16.4 Renewal terms. Your order form shows the price per billing period, the renewal term and how to cancel, and you agree to automatic renewal separately when you sign it. You keep a copy of the signed order form.

17. Refunds

Except where required by law or stated in your order form, fees are non-refundable, and partial periods are not credited. If we end your subscription without cause under Section 25(b), or you terminate for our uncured material breach under Section 25(e), we will refund your prepaid, unused fees on a prorated basis.

18. Feedback

If you give us suggestions or feedback, we may use them without restriction or compensation, and you assign to us any rights you have in them. Feedback does not include Shop Data.

19. Data Export, Retention, and Deletion

Shop Data is kept while the account exists, subject to retention settings the Shop configures (for example, for documents and photos). Shops can export their data at any time while the account is active or read-only. After an account is closed, we delete Shop Data after a grace period (chosen by the owner when cancelling; otherwise 30 days), no later than 90 days after the read-only period ends. Backup copies are overwritten on our regular backup schedule. We may keep data longer where the law requires it or while it is needed for a legal claim. Cancelling a subscription is self-serve (Section 16.2). To close an account, email hello@xulari.com.

20. Third-Party Services

The Services rely on and may connect to third-party services, such as email, SMS, hosting, storage, and payment providers. Those providers' terms govern their services, and Xulari is not responsible for them.

21. Confidentiality

Each party will protect the other's non-public information with reasonable care. It will use that information only to perform under these Terms and will disclose it only to personnel and contractors who need to know it and are bound by similar obligations. Disclosure is permitted where the law requires it, with notice where lawful.

21A. Texas DTPA Waiver (Business Customers)

I WAIVE MY RIGHTS UNDER THE DECEPTIVE TRADE PRACTICES-CONSUMER PROTECTION ACT, SECTION 17.41 ET SEQ., BUSINESS & COMMERCE CODE, A LAW THAT GIVES CONSUMERS SPECIAL RIGHTS AND PROTECTIONS. AFTER CONSULTATION WITH AN ATTORNEY OF MY OWN SELECTION, I VOLUNTARILY CONSENT TO THIS WAIVER. This waiver is effective only where Tex. Bus. & Com. Code § 17.42 allows it: the Shop is not in a significantly disparate bargaining position, and the Shop is represented by legal counsel in signing (for example, through a signed order form). Separately, the DTPA may not apply at all to business consumers with assets of $25 million or more (§ 17.45(4)) or to large written transactions (§ 17.49(f)–(g)).

22. Disclaimers; Accuracy

THE SERVICES, AI OUTPUT, TRACKER LINKS, AND ALL CONTENT ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITH ALL FAULTS. XULARI DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, AND UNINTERRUPTED OR ERROR-FREE OPERATION. WE DO NOT WARRANT THAT THE SERVICES WILL MEET ANY LEGAL REQUIREMENT APPLICABLE TO YOUR SHOP, THAT MESSAGES WILL BE DELIVERED, OR THAT ESTIMATES, REPORTS, OR CALCULATIONS WILL BE ACCURATE. SOME JURISDICTIONS DO NOT ALLOW CERTAIN DISCLAIMERS, SO THEY MAY NOT APPLY TO YOU.

23. Limitation of Liability

23.1 Excluded damages. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, DATA, OR GOODWILL, EVEN IF ADVISED OF THEIR POSSIBILITY.

23.2 Cap. XULARI'S TOTAL LIABILITY ARISING OUT OF OR RELATING TO THE SERVICES OR THESE TERMS WILL NOT EXCEED THE GREATER OF (A) THE FEES YOU PAID OR OWE XULARI IN THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM, OR (B) US $100.

23.2A Negligence. THE EXCLUSIONS AND CAP IN THIS SECTION 23 APPLY TO ALL CLAIMS, INCLUDING CLAIMS BASED ON THE NEGLIGENCE (SOLE, JOINT, OR CONCURRENT), STRICT LIABILITY, OR OTHER FAULT OF XULARI, AND WHETHER IN CONTRACT, TORT, OR ANY OTHER THEORY.

23.3 Exceptions. These limits do not apply to your payment obligations, your indemnity obligations, your breach of the AUP, or liability that cannot be limited by law, such as liability for fraud, gross negligence, or willful misconduct.

24. Indemnification (Conspicuous – Includes Xulari's Own Negligence)

YOU WILL DEFEND, INDEMNIFY, AND HOLD HARMLESS XULARI AND ITS AFFILIATES, MEMBERS, MANAGERS, EMPLOYEES, AND AGENTS (THE "XULARI PARTIES") FROM ALL THIRD-PARTY CLAIMS, AND RESULTING LOSSES, FINES, PENALTIES, DAMAGES, AND COSTS (INCLUDING REASONABLE ATTORNEYS' FEES), ARISING OUT OF OR RELATING TO: (a) your repair services or your dealings with End Customers, including estimates, authorizations, workmanship, warranties, pricing, refunds, chargebacks, and taxes; (b) Shop Data, including ID and insurance card details, and its collection, retention, and disclosure; (c) messages sent from your account, including claims under the TCPA, CAN-SPAM, state messaging laws, and carrier rules; (d) your use of AI Output; (e) payments you accept through the Services; or (f) your violation of law, these Terms, or the AUP.

THIS INDEMNITY APPLIES EVEN IF THE CLAIM ARISES IN PART FROM THE NEGLIGENCE (WHETHER SOLE, JOINT, CONCURRENT, OR COMPARATIVE), STRICT LIABILITY, OR OTHER FAULT OF ANY XULARI PARTY. IT EXCLUDES ONLY THE PORTION OF A LOSS FINALLY ADJUDICATED TO RESULT FROM A XULARI PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR FRAUD.

Procedure: we will give you prompt notice (a delay excuses your obligation only to the extent it prejudices you), reasonable cooperation at your expense, and control of the defense. We may participate with our own counsel. You may not settle a claim in a way that admits fault for a Xulari Party or imposes obligations on one without its consent.

25. Suspension, termination and bans

(a) For cause. We may suspend your account, or any user's access, immediately, and terminate it as described below, if we reasonably believe you or your users: breach these Terms or the Acceptable Use Policy; don't pay amounts due after 10 days' notice; use the Services for fraud, illegal activity, or to harm customers, other shops or Xulari; misuse customer data or violate privacy law; attempt to breach security, reverse engineer, scrape or resell the Services; abuse or threaten our staff; or create risk or legal exposure for us. Before we terminate for cause, we will send you a written notice describing the problem and give you 30 days to cure it, and the termination takes effect only if it is not cured by the date in the notice. We do not give a cure period, and may terminate immediately, where the cause is fraud, illegal activity or a security threat (including attempts to breach security, reverse engineer, scrape or resell the Services). We suspend for nonpayment only after the 10 days' notice described above.

(b) Without cause. We may end your subscription for any reason with 30 days' notice and a prorated refund of prepaid, unused fees.

(c) Bans. If we terminate for cause, we may ban you, your business and its owners from creating new accounts, and any account created to get around a ban may be closed without refund.

(d) Effect. On termination you lose access to the Services. Except where termination is for fraud, illegal activity or a security threat, the account owner will have 30 days of read-only access to view and export your data, starting on the termination date, before we delete it under our Privacy Policy. There is no export period when termination is for fraud, illegal activity or a security threat. Fees already paid are non-refundable when termination is for cause. Termination does not relieve you of fees that have accrued. Sections 6, 7.3, 13.4, 14, 17–19 and 21–31, and any other terms that by their nature should survive, survive termination.

(e) Your right to terminate. You may terminate if we materially breach these Terms and do not cure the breach within 30 days after your written notice; we will refund prepaid, unused fees (Section 17).

26. Changes to the Services and Terms

We may update the Services and change features. We will not materially reduce core functionality during a paid term. We may modify these Terms by posting the updated version and, for material changes, giving notice by email or in-app notice. Material changes take effect on the effective date stated in the notice, at least 30 days after the notice; continued use after that date is acceptance. Changes apply going forward. Changes to Section 28 (Arbitration) will not apply to disputes already pending or notified.

27. Governing Law; Venue

These Terms are governed by the laws of the State of Texas, excluding its conflict-of-laws rules, and by the Federal Arbitration Act. For any matter not subject to arbitration, the parties consent to exclusive jurisdiction in the state and federal courts located in Harris County, Texas. The UN Convention on Contracts for the International Sale of Goods does not apply.

28. Dispute Resolution: Binding Individual Arbitration, Class Waiver, and Jury Waiver

PLEASE READ CAREFULLY. THIS SECTION AFFECTS YOUR LEGAL RIGHTS.

28.1 Informal resolution. Before filing, the party with the claim must send written notice to the other party (to us at hello@xulari.com). The parties will try in good faith to resolve the dispute for 30 days.

28.2 Arbitration. Any dispute arising out of or relating to these Terms or the Services will be resolved by final and binding arbitration administered by the American Arbitration Association (AAA) before a single arbitrator. The AAA Commercial Arbitration Rules apply, or the Consumer Arbitration Rules if the AAA determines they apply. The seat of arbitration is Harris County, Texas. Hearings may be held by video. The arbitrator decides questions of arbitrability, except that a court decides questions about the class waiver in Section 28.4. Judgment may be entered in any court with jurisdiction.

28.3 Small-claims carve-out. Either party may bring an individual claim in small-claims court (justice court in Texas) if the claim qualifies there. Either party may also seek injunctive relief in court for infringement or misuse of intellectual property or for violation of the AUP.

28.4 Class action waiver. CLAIMS MAY BE BROUGHT ONLY ON AN INDIVIDUAL BASIS, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING. The arbitrator may not consolidate claims. If this waiver is found unenforceable for a particular claim, that claim must be heard in court, not in arbitration.

28.5 Jury waiver. TO THE EXTENT PERMITTED BY LAW, EACH PARTY WAIVES ITS RIGHT TO A JURY TRIAL.

28.6 Mass filings. If 25 or more similar claims are filed by or with the same counsel, they may be administered in batches under the AAA Mass Arbitration Supplementary Rules.

28.7 30-day opt-out. You may opt out of this Section 28 by sending written notice to hello@xulari.com within 30 days after you first accept these Terms. The notice must include your name, Shop name, and account email and must clearly state that you opt out of arbitration. Opting out does not affect the other terms.

28.8 Time to bring claims. Any claim must be brought within the period set by applicable law, and in no event less than two (2) years after it accrues.

28.9 Fees. AAA fees are paid according to its rules. For claims that the AAA Consumer Rules govern, Xulari pays the fees that rules require of the business.

29. DMCA / Copyright Complaints

If you believe content on the Services infringes your copyright, send a notice under 17 U.S.C. § 512(c)(3) to our Designated Agent at Veridlex Technologies LLC, hello@xulari.com. We may remove material, notify the user, and act on counter-notices. We terminate repeat infringers in appropriate circumstances.

30. Export; Government Use; Notices

You will comply with U.S. export and sanctions laws. Notices to us must go to hello@xulari.com. Notices to you go to your account email.

30A. Order of Precedence; Signed Order Forms

In a conflict, documents control in this order: (1) a signed order form, but only for terms it expressly identifies as overriding; (2) Section 32 (Data Processing) as to personal data; (3) these Terms; (4) the AUP; (5) documentation. Online policies incorporated by reference may change only as described in Section 26.

31. General

These Terms, together with any order form, the Privacy Policy, the AUP, and the Data Processing section, are the entire agreement. You may not assign these Terms without our consent. We may assign them in connection with a merger, acquisition, or sale of assets. Neither party is liable for events beyond its reasonable control. If any provision is found unenforceable, it will be modified to the minimum extent necessary and the rest will remain in effect. A waiver is effective only if it is in writing. The parties are independent contractors. There are no third-party beneficiaries.

32. Data Processing Terms (DPA-Style Section)

32.1 Roles. For personal data in Shop Data, the Shop is the controller (or "business"), and Xulari is the processor (or "service provider"/"contractor"). For account, billing, and website data about Shop staff and visitors, Xulari acts as an independent controller.

32.2 Instructions. Xulari processes Shop personal data only on the Shop's documented instructions. These Terms and the Shop's configuration of the Services are those instructions. Xulari processes it only to provide the Services and for the purposes in Section 7.5. Xulari will not sell or share it (for cross-context behavioral advertising), will not retain, use, or disclose it outside the direct business relationship, and will not combine it with other data except as the law permits. Xulari will notify the Shop if it can no longer meet these obligations.

32.3 Confidentiality. Personnel with access to Shop personal data are bound by confidentiality obligations.

32.4 Security. Xulari maintains reasonable administrative, technical, and physical safeguards appropriate to the risk, including encryption in transit, access controls, and logging.

32.5 Subprocessors. The Shop authorizes the subprocessor categories listed in Privacy Policy Section 6. Xulari binds subprocessors to written terms that are at least as protective. It will give notice of new subprocessors, and the Shop may object on reasonable grounds.

32.6 Assistance. Xulari will reasonably assist the Shop with consumer rights requests, data protection assessments, and breach notifications, taking into account the nature of the processing.

32.7 Breach notice. Xulari will notify the Shop without undue delay after confirming a security breach that affects Shop personal data, so that the Shop can meet its own notice duties.

32.8 Return and deletion. At the end of the Services, Xulari will delete or return Shop personal data according to Section 19, unless the law requires it to retain the data.

32.9 Audits. On reasonable request, no more than once a year, Xulari will make available the information needed to demonstrate compliance.

32.10 International. We store Customer Data primarily in the United States. Some service providers we use, such as content-delivery, network-security and email providers, operate global infrastructure and may process data in transit or temporarily outside the United States. Where personal data from the EU or UK is transferred outside those areas, we rely on Standard Contractual Clauses or another lawful transfer mechanism. Where we rely on consent, you can withdraw it at any time. Retention periods are in Privacy Policy section P10. Contact hello@xulari.com.

Changes 2026-11-01

This version makes the following changes to the Terms and the Privacy Policy. It also includes the changes listed under Changes 2026-10-28 below.

Under Section 26, these changes take effect on the date stated in our notice, at least 30 days after we give notice of them by email or in-app notice.

Changes 2026-10-28

This version makes the following changes to the Terms and the Privacy Policy, as one update:

Under Section 26, these changes take effect on the date stated in our notice, at least 30 days after we give notice of them by email or in-app notice.

Changes 2026-10-27

Eligibility (§1): clarified that Xulari is not for anyone under 18 and that creating an account confirms you are at least 18 and authorized to bind your shop. Privacy (P16): if we learn a user is under 13, we delete their personal information.