These Terms of Service (“Terms”) are entered into between you or the entity you represent (“Customer,” “you,” or “your”) and Xpertly.ai, Inc., a Delaware corporation doing business as Rocksalt (“Rocksalt,” “Company,” “we,” “our,” or “us”).

These Terms govern Customer’s access to and use of Rocksalt’s websites, applications, software, products, features, and related services (collectively, the “Services”).

If you are accepting these Terms on behalf of an organization, you represent and warrant that you have authority to bind that organization to these Terms.

1. Agreement and Service Agreements

These Terms, together with any statement of work, order form, pilot agreement, or other written agreement between Customer and Rocksalt that specifies the Services to be provided, applicable fees, or other commercial terms (each, a “Service Agreement”), and, where applicable, Rocksalt’s Data Processing Addendum (“DPA”), constitute the agreement between Customer and Rocksalt regarding the Services (the “Agreement”). Rocksalt’s Privacy Policy describes how Rocksalt handles personal information in connection with the Services.

A Service Agreement may specify additional terms relating to the Services, including scope, fees, subscription term, usage limits, deliverables, or other commercial terms.

A Service Agreement may specify additional terms relating to the Services, including scope, fees, subscription term, usage limits, deliverables, or other commercial terms.

If there is a conflict between a Service Agreement and these Terms, the Service Agreement will control with respect to the Services covered by that Service Agreement. If there is a conflict between the DPA and these Terms regarding the processing of Customer Personal Data, the DPA will control.

2. Access to and Use of the Services

Subject to Customer’s compliance with this Agreement and payment of applicable fees, Rocksalt grants Customer a limited, non-exclusive, non-transferable, and non-sublicensable right during the applicable subscription or service term to access and use the Services for Customer’s internal business purposes.

Customer may authorize its employees, contractors, and other individuals working on its behalf (“Authorized Users”) to access the Services. Customer is responsible for its Authorized Users’ compliance with this Agreement and for activity occurring under its accounts.

Customer will provide accurate and complete account information and will maintain the confidentiality of its login credentials. Customer will promptly notify Rocksalt if it becomes aware of unauthorized access to its account or any other security breach relating to the Services.

3. Customer Data

“Customer Data” means information, content, documents, transcripts, files, data, and other materials submitted, uploaded, transmitted, or otherwise made available to Rocksalt by or on behalf of Customer in connection with the Services.

As between the parties, Customer retains all right, title, and interest in and to Customer Data.

Customer grants Rocksalt a limited, non-exclusive right to host, copy, process, transmit, analyze, and otherwise use Customer Data solely as reasonably necessary to:

• provide and operate the Services for Customer;
• perform Rocksalt’s obligations under the Agreement;
• maintain, secure, and support the Services; and
• comply with applicable law.

Rocksalt will not sell Customer Data or use Customer Data to provide services or deliverables to another customer.

Rocksalt will not use Customer Data to train general-purpose artificial intelligence or machine-learning models for the benefit of other customers unless Customer expressly agrees otherwise in writing.

Rocksalt may use aggregated or de-identified information derived from use of the Services to operate, analyze, and improve the Services, provided such information does not identify Customer, an Authorized User, or any individual and cannot reasonably be used to reconstruct Customer’s Confidential Information.

Customer represents and warrants that it has all rights, permissions, and lawful bases necessary to provide Customer Data to Rocksalt and permit Rocksalt to process it as contemplated by the Agreement.

4. Confidentiality

“Confidential Information” means non-public information disclosed by or on behalf of one party (“Disclosing Party”) to the other (“Receiving Party”) that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and circumstances of disclosure.

Confidential Information includes, without limitation, non-public business, financial, technical, product, customer, and strategic information. Customer Data is Customer’s Confidential Information. Non-public information regarding the Services and Rocksalt’s technology is Rocksalt’s Confidential Information.

The Receiving Party will:

• use Confidential Information only to exercise its rights and perform its obligations under the Agreement;
• protect Confidential Information using at least reasonable care and no less than the care it uses to protect its own confidential information of a similar nature; and
• disclose Confidential Information only to employees, contractors, professional advisers, and service providers who need to know it and who are subject to confidentiality obligations at least as protective as those contained in these Terms.

Confidential Information does not include information that the Receiving Party can demonstrate:

• is or becomes publicly available without breach of the Agreement;
• was lawfully known to the Receiving Party without confidentiality obligations before disclosure;
• is received lawfully from a third party without confidentiality obligations; or
• is independently developed without use of the Disclosing Party’s Confidential Information.

If the Receiving Party is legally required to disclose Confidential Information, it may do so, provided that, to the extent legally permitted, it gives the Disclosing Party reasonable advance notice and reasonable assistance in seeking confidential treatment or a protective order.

5. Data Protection and Security

Rocksalt will maintain reasonable administrative, technical, and organizational safeguards designed to protect Customer Data against unauthorized access, use, alteration, or disclosure.

Rocksalt may use third-party service providers, including hosting, infrastructure, analytics, communications, and artificial intelligence providers, to provide the Services. Rocksalt remains responsible for its obligations under this Agreement with respect to Customer Data processed by such service providers.

To the extent Rocksalt processes Customer Personal Data on Customer’s behalf, Rocksalt’s Data Processing Addendum, available at rocksalt.ai/dpa, is incorporated into and forms part of this Agreement.

Customer acknowledges that no method of electronic transmission or storage is completely secure, and Rocksalt does not guarantee absolute security.

6. Customer Outputs

“Customer Outputs” means content, reports, analyses, drafts, and other deliverables generated specifically for Customer through the Services based on Customer Data or Customer’s use of the Services.

As between Rocksalt and Customer, and subject to payment of applicable fees, Customer owns all right, title, and interest, if any, in Customer Outputs.

Rocksalt assigns to Customer any rights Rocksalt may have in Customer Outputs, excluding Rocksalt Technology as defined below.

Customer Outputs may incorporate or be generated using artificial intelligence. Customer acknowledges that applicable law may not recognize intellectual property rights in some AI-generated materials and that similar or identical content may be generated for other users where such content is not based on Customer’s Confidential Information.

Customer is responsible for reviewing and approving Customer Outputs before publication or other external use.

7. Rocksalt Technology and Intellectual Property

Rocksalt and its licensors retain all right, title, and interest in and to the Services and all underlying software, technology, algorithms, artificial intelligence systems, models, prompts, methodologies, workflows, templates, designs, know-how, processes, documentation, and improvements thereto (“Rocksalt Technology”).

Except for the limited rights expressly granted under this Agreement, no rights in Rocksalt Technology are transferred to Customer.

The fact that Rocksalt Technology is used to create a Customer Output does not transfer ownership of the underlying Rocksalt Technology to Customer.

If Customer provides suggestions, ideas, or feedback regarding the Services, Rocksalt may use that feedback without restriction or obligation, provided Rocksalt does not identify Customer as the source without Customer’s permission.

8. Third-Party Content and Services

The Services may incorporate, interact with, analyze, or provide access to content or services supplied by third parties, including websites, social networks, data sources, artificial intelligence providers, and other online services.

Rocksalt does not control third-party services and is not responsible for their availability, accuracy, policies, content, or practices.

Customer’s use of third-party services may be governed by separate terms between Customer and the applicable third party.

Rocksalt may modify or discontinue features that depend on third-party services if those services change, restrict, or discontinue access.

9. Acceptable Use

Customer will not, and will not permit Authorized Users to:

• use the Services in violation of applicable law;
• infringe or misappropriate the intellectual property, privacy, or other rights of another person;
• upload malicious code or intentionally compromise the security or integrity of the Services;
• attempt to gain unauthorized access to the Services or related systems;
• interfere with or disrupt the operation of the Services;
• use automated means to access the Services except through interfaces or functionality expressly authorized by Rocksalt;
• reverse engineer, decompile, or attempt to derive the source code or underlying components of the Services, except to the extent such restriction is prohibited by law;
• circumvent usage limits or security controls;
• use the Services to develop or train a competing product or service using non-public aspects of the Services; or
• use the Services in a manner reasonably likely to damage Rocksalt, its infrastructure, third-party communities, or other users.

Rocksalt may suspend access to the Services where reasonably necessary to address a security threat, unlawful activity, material violation of this section, or material risk to the Services or other customers.

10. Fees and Payment

Customer will pay the fees specified in the applicable Service Agreement or selected subscription plan.

Unless otherwise stated in a Service Agreement, fees are due according to the payment schedule presented when Customer purchases the Services.

For recurring subscriptions, Customer authorizes Rocksalt and its payment processor to charge the designated payment method according to the applicable billing cycle until cancellation.

Except as expressly provided in a Service Agreement or required by law, fees are non-refundable.

Customer is responsible for applicable taxes associated with its purchase of the Services, excluding taxes based on Rocksalt’s net income.

Rocksalt may suspend access to paid Services for overdue amounts after providing reasonable notice.

11. Subscription, Cancellation, and Renewal

If Customer purchases a recurring subscription, the subscription will renew automatically for successive periods equal to the then-current billing period unless Customer cancels before the applicable renewal date.

Customer may cancel through the functionality provided in the Services or by contacting Rocksalt.

Unless otherwise stated in a Service Agreement, cancellation takes effect at the end of the then-current paid subscription period, and Customer will retain access until that time.

No refunds or credits will be issued for partial subscription periods or unused Services except where required by law or expressly stated in a Service Agreement.

12. Term and Termination

These Terms remain effective while Customer accesses or uses the Services.

A Service Agreement remains effective for the term stated in that Service Agreement.

Either party may terminate a Service Agreement or this Agreement if the other party materially breaches the Agreement and fails to cure the breach within thirty (30) days after written notice, except that no cure period is required where the breach is incapable of cure.

Rocksalt may suspend or terminate Customer’s access immediately if Customer’s use of the Services poses a material security risk, violates applicable law, materially violates the Acceptable Use provisions, or if continued provision of the Services would expose Rocksalt to material legal liability.

Upon termination or expiration, Customer’s right to use the applicable Services ends.

Sections that by their nature should survive termination—including confidentiality, intellectual property, accrued payment obligations, disclaimers, limitation of liability, indemnification, and governing law—will survive.

 

13. Customer Data Following Termination

Upon expiration or termination of the applicable Services, Rocksalt may delete Customer Data in accordance with its standard data-retention practices, unless a Service Agreement provides otherwise or applicable law requires retention.

Upon Customer’s reasonable request made before termination or within any retrieval period Rocksalt makes available, Rocksalt will provide Customer a reasonable opportunity to export Customer Data where such export functionality is available.

A Service Agreement may establish different retention periods or require deletion of Customer Data at the completion of the applicable engagement.

14. Publicity

Rocksalt will not use Customer’s name, trademarks, or logos in public marketing materials or identify Customer publicly as a Rocksalt customer without Customer’s prior consent.

Nothing in this section prevents Rocksalt from making disclosures required by law.

15. AI and AEO Results

Certain Services use artificial intelligence and analyze results generated by third-party AI systems and search platforms.

Customer acknowledges that AI-generated results, search rankings, citations, recommendations, visibility, and third-party platform behavior may change over time and are outside Rocksalt’s control.

Rocksalt does not guarantee that Customer will achieve any particular search ranking, AI citation, recommendation, brand mention, traffic level, lead volume, revenue outcome, or other business result from use of the Services.

Any analyses, recommendations, or Customer Outputs provided through the Services should be reviewed by Customer before Customer relies upon, publishes, or distributes them.

 

16. Beta, Pilot, and Design Partner Services

Rocksalt may provide beta, pilot, preview, experimental, or design-partner functionality (“Pilot Services”).

Pilot Services may be incomplete, change during the engagement, contain errors, or be modified or discontinued.

Specific objectives, deliverables, fees, timing, data-handling requirements, and success measures for Pilot Services may be established in a Service Agreement.

Unless expressly stated otherwise in a Service Agreement, pilot success measures are intended to evaluate the usefulness of the Services and do not constitute warranties or guaranteed outcomes.

17. Privacy

Rocksalt’s collection and use of personal information in connection with its websites and Services is described in its Privacy Policy.

Where Rocksalt processes personal data on Customer’s behalf, the parties’ respective obligations may additionally be governed by an applicable DPA.

18. Disclaimer of Warranties

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES, ROCKSALT TECHNOLOGY, AND ANY RELATED MATERIALS ARE PROVIDED “AS IS” AND “AS AVAILABLE.”

ROCKSALT DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

ROCKSALT DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE, OR THAT ALL ERRORS WILL BE CORRECTED.

Nothing in this section limits any warranty that cannot lawfully be excluded.

19. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR FOR LOSS OF PROFITS, REVENUE, GOODWILL, OR BUSINESS OPPORTUNITY, ARISING OUT OF OR RELATED TO THE AGREEMENT, REGARDLESS OF THE THEORY OF LIABILITY AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THE AGREEMENT WILL NOT EXCEED THE AMOUNTS PAID OR PAYABLE BY CUSTOMER TO ROCKSALT UNDER THE AGREEMENT DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

The limitations above do not apply to liability that cannot legally be limited or excluded.

20. Indemnification

Customer will defend, indemnify, and hold harmless Rocksalt and its affiliates, officers, directors, and employees against third-party claims, damages, losses, and reasonable attorneys’ fees arising from:

• Customer Data;
• Customer’s unlawful use of the Services;
• Customer’s material violation of this Agreement; or
• Customer’s infringement or violation of a third party’s rights.

Rocksalt will promptly notify Customer of an indemnifiable claim and provide reasonable cooperation at Customer’s expense. Customer may control the defense and settlement of the claim, provided Customer may not settle a claim in a manner that admits liability by Rocksalt or imposes non-monetary obligations on Rocksalt without Rocksalt’s consent.

21. Changes to the Services

Rocksalt may modify the Services from time to time, including adding, changing, or removing functionality.

Rocksalt will not materially reduce the core functionality of a paid Service during a committed subscription term without reasonable justification, although functionality dependent upon third-party services may change as described above.

22. Changes to These Terms

Rocksalt may update these Terms from time to time.

For changes that materially affect Customer’s rights or obligations under an active paid Service, Rocksalt will provide reasonable notice, such as through the Services, by email, or by posting an updated version on its website.

Unless otherwise required by law, material changes will become effective prospectively.

23. Governing Law and Jurisdiction

The Agreement and any dispute arising out of or relating to it will be governed by the laws of the State of California, without regard to conflict-of-law principles.

Any legal action arising out of or relating to the Agreement will be brought exclusively in the state or federal courts located in Santa Clara County, California, and each party consents to the jurisdiction and venue of those courts.

24. Notices

Notices to Rocksalt regarding legal or contractual matters may be sent to:

Xpertly.ai, Inc. d/b/a Rocksalt
303 Twin Dolphin Drive
Redwood City, CA 94065
legal@rocksalt.ai

Notices to Customer may be sent to the email address associated with Customer’s account or specified in an applicable Service Agreement.

25. Assignment

Neither party may assign the Agreement without the other party’s prior written consent, except that either party may assign the Agreement without consent in connection with a merger, acquisition, corporate reorganization, or sale of substantially all of its assets or business to which the Agreement relates.

Any attempted assignment contrary to this section is void.

26. Force Majeure

Neither party will be liable for delay or failure to perform caused by circumstances beyond its reasonable control, including natural disasters, governmental actions, labor disputes, internet or telecommunications failures, widespread cloud infrastructure outages, or failures of third-party services, except that this section does not excuse Customer’s obligation to pay amounts already due.

27. Waiver and Severability

A party’s failure to enforce a provision of the Agreement does not waive its right to do so later.

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

28. Entire Agreement

The Agreement constitutes the entire agreement between the parties regarding its subject matter and supersedes prior or contemporaneous agreements, representations, and understandings concerning that subject matter.

No purchase order or other Customer document will modify the Agreement or add additional terms unless expressly agreed to in writing by Rocksalt.

Headings are for convenience only and do not affect interpretation.

Electronic acceptance and electronic signatures have the same effect as original signatures.

29. Contact Information

The Services are operated by:

Xpertly.ai, Inc. d/b/a Rocksalt
303 Twin Dolphin Drive
Redwood City, CA 94065

Questions regarding these Terms may be sent to legal@rocksalt.ai