Last Revised: 10, 2025
XOLTAR
TERMS OF
SERVICE
Xoltar
offers innovative AI-powered solutions for optimizing businesses’ customer and
users’ experience. The following terms and
conditions are entered into between you and Xoltar Inc. (“Xoltar”).
These terms and conditions, together with any documents they expressly
incorporate by reference (collectively, these “Terms”)
govern your access to and use of Xoltar’s mobile application (available for
download here or on APP Store) (“Xoltar App”)
and all other content, products, tools and services provided by Xoltar (collectively,
the “Services”) and constitute a
binding legal agreement between you and Xoltar.
You
must read these Terms carefully. By accessing or using the Services or by
clicking to accept or agree to these Terms when this option is made available
to you through the Xoltar App, you hereby confirm that you have read,
understood, and agreed to these Terms, including
our Privacy Policy. If you
do not agree to these Terms, please do not access or use the Services. If you
agree to these Terms on behalf of a corporation or any other legal entity, you hereby
represent and warrant that you have the authority to bind that such legal
entity to these Terms.
YOU
MUST NOT USE THE SERVICE IN LIFE THREATENING SITUATIONS!
The Services are intended only for individuals eighteen
18 years of age or older. By accessing or using the Services, you represent and
warrant that you are at least 18 years old, have the legal capacity to enter
into these Terms, and will comply with all applicable laws and regulations.
IMPORTANT
NOTICE REGARDING ARBITRATION AGREEMENT: THESE TERMS CONTAIN A MANDATORY
ARBITRATION AGREEMENT, REQUIRING YOU TO RESOLVE ANY DISPUTE BETWEEN YOU AND XOLTAR
THROUGH FINAL AND BINDING INDIVIDUAL ARBITRATION, SUBJECT TO LIMITED
EXCEPTIONS, RATHER THAN IN COURT, AND REQUIRING YOU TO FOREGO JURY TRIALS,
CLASS, COLLECTIVE, AGGREGATE, REPRESENTATIVE, OR CONSOLIDATED ACTIONS OR
PROCEEDINGS, AND ALL OTHER TYPES OF COURT PROCEEDINGS OF ANY AND EVERY KIND.
YOU WILL BE BOUND BY THIS ARBITRATION AGREEMENT, UNLESS YOU OPT OUT OF THE
ARBITRATION AGREEMENT BY FOLLOWING THE OPT-OUT PROCEDURES SET FORTH BELOW. BY
ENTERING THIS AGREEMENT, YOU EXPRESSLY ACKNOWLEDGE THAT YOU HAVE READ AND
UNDERSTAND ALL OF THE TERMS OF THE ARBITRATION AGREEMENT AND HAVE TAKEN TIME TO
CONSIDER THE CONSEQUENCES OF THIS IMPORTANT DECISION.
1.1.
Account. Xoltar offers you
access to certain Services through the Xoltar App, which may include digital
companionship via video sessions with Xoltar’s digital agents, notification-based
text messages with reminders and exercises, and other features based on a personalized
user journey. To use these Services, you must download the Xoltar App and
register a user account (an “Account”),
which will require you to provide certain personal information, including username,
first name, surname, phone number, gender and password. You are responsible for
maintaining the confidentiality of your Account credentials and for backing up
any information uploaded to your Account. Xoltar shall not be liable for any
loss or damage resulting from your failure to meet these obligations. You
hereby confirm that all information that you provide to Xoltar is true,
accurate and up to date at all times. Xoltar does not, and cannot, confirm that
you are the person you claim to be, and shall not be responsible for
authenticating user identities.
1.2.
License. By accepting these
Terms, Xoltar hereby grants you a non-exclusive, revocable, royalty-free,
limited, personal, non-transferable, non-sublicensable copyright license to
access and use the Services, subject to the terms and conditions of these
Terms. Your copyright license to the Services will terminate upon the
termination of your Account or if we otherwise terminate your access to the
Services in accordance with these Terms.
1.5.
Xoltar Rights. Xoltar has the
right to: (a) monitor your use of the Services; (b) inspect your compliance
with these Terms; and (c) take appropriate legal action, including referral to
law enforcement, for any illegal or unauthorized use. Without limiting the
foregoing, Xoltar reserves the right to access, read, preserve, and disclose
any information that obtained in connection with the Services as necessary to:
(a) comply with applicable law or legal process; (b) enforce these Terms; (c) detect,
prevent, or address fraud, security or technical issues; or (d) respond to
support requests.
1.6.
Third-Party Services. The Services may contain links to third-party
websites or resources (the “Third-Party
Services”). Such links are provided for convenience only, and your use of
Third-Party Services is at your own risk and subject to their terms. Xoltar disclaims any responsibility for
Third-Party Services.
11.
DISPUTE RESOLUTION: BINDING INDIVIDUAL
ARBITRATION; CLASS ACTION & JURY TRIAL WAIVER (“ARBITRATION AGREEMENT”)
11.1.
Mandatory Binding Arbitration of Disputes. You and Xoltar
agree that, subject to limited exceptions specified in this Arbitration
Agreement, all disputes, causes of action, or claims arising out of, in
connection with, or related to these Terms or this Arbitration Agreement, the
Services, or any aspect of the relationship between you, on the one hand, and Xoltar,
on the other hand, or the breach, termination, enforcement, interpretation, or
validity of these Terms or this Arbitration Agreement (collectively, “Disputes”),
whether such Disputes arose before, on, or subsequent to you entering these
Terms, will be resolved through final and binding, individual arbitration in
accordance with the rules and procedures of Judicial Arbitration and Mediation
Services, Inc. (“JAMS”),
instead of in a court in any jurisdiction by a judge or jury. You and Xoltar agree
that an arbitrator, and not any federal, state, or local court or agency, shall
have exclusive authority to resolve any disputes relating to the
interpretation, applicability, enforceability, or formation of this Arbitration
Agreement, including any claim that all or any part of this Arbitration
Agreement is void or voidable. The arbitrator shall also be responsible for
determining all threshold arbitrability issues, including issues relating to
whether these Terms are unconscionable or illusory and any defense to
arbitration, including waiver, delay, laches, or estoppel. Notwithstanding this
Arbitration Agreement, you and Xoltar each retain the right to bring an
individual action in small claims court if it qualifies. Each party also
retains the right to seek injunctive or other equitable relief in a court of
competent jurisdiction to prevent the actual or threatened infringement,
misappropriation, or violation of a party’s copyrights, trademarks, trade
secrets, patents, or other intellectual property rights.
11.2.
Class Action/Jury Trial Waiver. You and Xoltar
agree that each party is waiving the right to trial by a jury or to participate
in any purported class, collective, aggregate, representative, or consolidated
action, arbitration, or other proceeding. Unless both you and Xoltar agree in
writing or unless otherwise permitted by this Arbitration Agreement, each party
may bring claims against the other only in your or its individual capacity, and
not as a plaintiff or class member in any purported class, collective,
aggregate, mass, representative, or consolidated action, arbitration, or other
proceeding. If the parties’ Dispute is resolved through arbitration, the
arbitrator may not consolidate another person’s claims with your claims and may
not otherwise preside over any form of a representative, mass, or class
proceeding. If the foregoing class action/jury trial waiver is found to be
unenforceable, then the entirety of this Arbitration Agreement section shall be
null and void, and you and Xoltar shall be deemed not to have agreed to
arbitrate Disputes. This Arbitration Agreement shall survive any termination of
these Terms.
11.3.
Opt-Out
Procedures. You can choose to reject this Arbitration Agreement by
sending Xoltar a written opt-out notice (“Opt-Out Notice”) within thirty
(30) days following the date you first agree to these Terms by mail at 99 Wall
Street #4555, New York, NY 10005, USA or by email at [email protected]. If mailed, the
Opt-Out Notice must be postmarked no later than thirty (30) days following the
date you first agree to these Terms. To be effective, the Opt-Out Notice must
contain your name, address, and signature. If you opt-out of the Arbitration
Agreement, all other parts of these Terms will continue to apply to you. Opting
out of this Arbitration Agreement has no effect on any previous, other, or
future arbitration agreements that you may have with Xoltar.
11.4.
Rules &
Procedures. In the event of a Dispute, you and Xoltar each agree to
send the other party a written notice of Dispute stating the name, address, and
contact information of the party giving notice; the facts giving rise to the
Dispute; and the relief requested (“Notice of Dispute”). You must send any Notice of
Dispute by mail at 99 Wall Street #4555, New York, NY 10005, USA
or by email at [email protected]. We will send any Notice of
Dispute to you at the email address or mailing address we have for you, if any.
You and Xoltar agree to attempt to resolve any Dispute through informal
negotiation within thirty (30) days after the Notice of Dispute is received.
After the end of that thirty (30)-day period and not before, you or Xoltar may
commence an arbitration proceeding as set forth in this Arbitration Agreement.
Notwithstanding the foregoing, Xoltar’s and your right to bring an individual
action in small claims court shall not require an attempt to first resolve the
relevant Dispute through informal negotiation.
11.5.
If the parties
cannot resolve the Dispute informally, you and Xoltar each agree that all
Disputes shall be resolved exclusively through individual arbitration, as
provided in this Arbitration Agreement. The arbitration will be administered by
JAMS under its applicable rules and procedures, including any supplementary rules
and fee schedules then in effect (“JAMS Rules”) then in effect, except as
modified by these Terms. The JAMS Rules are available at https://www.jamsadr.com/adr-rules-procedures/ or by calling JAMS at
1-800-352-5267. The rules of the arbitral forum will govern all aspects of this
arbitration, except to the extent those rules conflict with these Terms.
11.6.
A party who
wishes to start arbitration must submit a written demand for arbitration to
JAMS and give notice to the other party as specified in the JAMS Rules. You can
contact JAMS for more information on how to commence an arbitration proceeding
at www.adr.org or 1-800-352-5267. Any arbitration hearings will take place
where Xoltar’s principal place of business is located, in the city or county
wherein you reside, or at another mutually agreed location (including by
telephone or remote means).
11.7.
It is the intent
of the parties that the JAMS Rules and the U.S. Federal Arbitration Act (“FAA”) shall preempt all state laws to
the fullest extent permitted by law. If the JAMS Rules and the FAA are found to
not apply to any issue that arises under this Arbitration Agreement or the
enforcement thereof, then that issue shall be resolved under the laws of
California, without regard to its choice or conflict of law provisions.
11.8.
In the event
that twenty (20) or more similar arbitration demands presented by or with the
assistance, coordination, or cooperation of the same law firm, group of law
firms, cooperating law firms, or organization are allowed to be submitted for
arbitration, the following additional terms in this paragraph shall apply and
the parties shall be deemed to have agreed to the application of JAMS Mass
Arbitration Procedures and Guidelines available at
https://www.jamsadr.com/mass-arbitration-procedures, as modified by this
Arbitration Agreement. JAMS shall: (a) administer the arbitration demands in
twenty (20) batches, with the discretion to create additional batches if JAMS
finds that they are necessary to facilitate the efficient resolution of
demands; and (b) apply a single initial filing fee and administrative fee per
batch for each side as set forth in JAMS Mass Arbitration Procedures Fee
Schedule. You agree to cooperate in good faith to implement this batch approach
to facilitate the efficient resolution of claims. This provision shall in no
way be interpreted as authorizing class arbitrations of any kind. Xoltar
reserves all rights and defenses as to each and any demand and claimant. If any
court or arbitrator determines that this subsection is void or unenforceable
for any reason or that an arbitration can proceed on a class basis, or that an
arbitration can proceed on a mass arbitration basis without the application of
this paragraph, then the Arbitration Agreement shall be deemed null and void in
its entirety, and you and Xoltar shall be deemed not to have agreed to
arbitrate Disputes.
11.9.
Arbitration
Costs. Payment of all filing, administration and arbitrator fees
will be governed by the JAMS Rules.
11.10. Changes to Arbitration Agreement. Notwithstanding anything to the
contrary in these Terms, if Xoltar changes any of the terms of this Arbitration
Agreement after the date you first accepted these Terms (or accepted any
subsequent changes to these Terms), you may reject any such change by sending
us written notice of such rejection within thirty (30) days of the date such
change became effective, as indicated in the “Last Revised” date above, or by
not accessing or using the Services. The written notice must be provided either
by mail at 99 Wall Street #4555, New York, NY 10005, USA or by email at [email protected]. To be effective, your notice must
include your full name and clearly indicate your intent to reject changes to
this Arbitration Agreement. By rejecting any change, you are agreeing that you
will arbitrate any Dispute between you and Xoltar in accordance with the terms
of this Arbitration Agreement as of the date you first accepted these Terms (or
accepted any subsequent changes to these Terms).
12.1.
Waiver. No waiver by Xoltar
of any term or condition set out in these Terms shall be deemed a further or
continuing waiver of such term or condition or a waiver of any other term or
condition, and any failure of Xoltar to assert a right or provision under these
Terms shall not constitute a waiver of such right or provision.
12.2.
Severability. If any provision of these Terms
is held by a court or other tribunal of competent jurisdiction to be invalid,
illegal, or unenforceable for any reason, such provision shall be eliminated or
limited to the minimum extent such that the remaining provisions of these Terms
will continue in full force and effect.
13.
ASSIGNMENT
13.1.
Xoltar may
assign these Terms, in whole or part, to any affiliate, parent company, or
successor in interest, without your consent. You may not assign, transfer,
delegate, or otherwise dispose of these Terms, or any of your rights or
obligations hereunder, whether voluntarily, involuntarily, by operation of law,
or otherwise, without the prior written consent of Xoltar. Any attempted
assignment or transfer by you in violation of this provision shall be null and
void and of no force or effect.
14.
NOTICE FOR CALIFORNIA USERS
14.1.
Under California Civil Code Section 1789.3, users of the Services from
California are entitled to the following specific consumer rights notice: The
Complaint Assistance Unit of the Division of Consumer Services of the
California Department of Consumer Affairs may be contacted in writing at 1625
North Market Blvd., Suite N 112, Sacramento, CA 95834, or by telephone at (916)
445-1254 or (800) 952-5210.
[1] Note to Xoltar: We recommend that Xoltar does not provide users with an indemnity and removed Xoltar’s indemnification obligations from Xoltar’s existing Terms.