Terms and Conditions

XMPie Personalia is a cloud-based personalization platform that enables the creation of dynamic, personalized content such as PDFs, images, 3D previews, and more. It is designed for developers and designers who want to integrate personalized media into their workflows or third-party systems. Subscribers (defined below) may populate their XMPie Personalia tenant ("Tenant") with Content (defined below) available to Users (defined below) to maximize their capabilities and functionality.

Provider

The XMPie Personalia consists of the XMPie provided software applications (the "Applications") and any software, products, services, tools, features, communications, documentation and other information we make available for use with XMPie Personalia and/or Applications (collectively "Platform").

Applicable Terms

These XMPie Personalia User Terms of Service (the "User Terms") are a legally binding agreement between you as a XMPie Personalia subscriber ("Subscriber", "You" or "Your") and XMPie, Inc. a New York Corporation with its corporate headquarters at 485 Lexington Avenue, 25th Floor New York, NY 10017 ("XMPie," "We" or "Us") that govern Your access to, and use of, the Platform. These User Terms incorporate by reference, the terms and conditions of the XMPie Privacy Policy as though fully set forth herein.

XMPie Personalia Users

Subscriber may permit Users access to the Tenant who are authorized by You to share access to the Platform or Tenant and access Content provided by Users that share the same Tenant. You acknowledge and agree that You will only use the Platform or Tenant to further Your business purposes, and You are solely responsible for the Content on, and access to, the Platform and Tenant.

Only employees and agents with the authority to act on behalf of the Subscriber may be Users. Users shall provide Personal Data (as defined below) to obtain an associated username, password or other authentication criteria ("Credentials"), which are used to access the Tenant. XMPie may prevent any User from accessing the Tenant if We believe the registration information provided to obtain the Credentials is false, incorrect, incomplete or outdated. Users shall keep their Credentials secret and notify XMPie immediately if there is a suspicion of unauthorized use of Your Credentials.

User shall not access, or use, the Platform or Tenant for any purpose unless User: (a) has accepted these User Terms and (b) is a User accessing the Platform or Tenant associated with User's Credentials. User acknowledges and agrees that each User is solely responsible for the security and use of User's Credentials, and acknowledge that XMPie is not liable for any loss caused by someone else using User's Credentials, whether such use occurs with or without User's knowledge.

Content

Users may submit, transmit, share, upload or otherwise provide audio, video, graphics, images, photos, links, text and other materials or information ("Content") to or through XMPie Personalia to the Tenant. You acknowledge that: XMPie has no duty to, and generally does not, view or monitor Content provided by any party; and You are solely responsible for all Content and XMPie has no responsibility for any Content submitted to, obtained from or stored on the Platform or Tenant, or any custom code Subscriber uses.

However, You consent to XMPie monitoring all Content submitted to, obtained from or stored on the Platform or Tenant, including without limitation as required by law or regulation and/or for purposes of making the Platform and Tenant available to You. XMPie does not endorse, support, represent or guarantee: the completeness, truthfulness, accuracy, or reliability of any Content submitted to, obtained from or stored on the Platform or Tenant by You or any other party, or any custom code Subscriber may embed in its Content.

XMPie is not responsible for: the validity, accuracy, functionality or integrity of any Content; any loss or damage Content may cause; or the introduction of viruses or any corruption to any system caused by Content or the use of XMPie. Both You and Your Users shall use their own judgement in using or relying on any Content obtained through the Platform and Tenant, and any such use or reliance is at Your own risk. If XMPie learns of any Content that violates these User Terms or any terms, conditions or policies made applicable to You or any User, as well as any applicable laws, ordinances, regulations or other legal requirements; or causes a loss of functionality, the introduction of viruses or corruption to a system, XMPie may opt, but has no duty, to take appropriate action. For example, XMPie may remove Content that infringes or misappropriates a copyright, trademark or other intellectual property right or results in or facilitates harassment or unlawful conduct.

Subscriber Content

Subscriber acknowledges and agrees that Subscriber: (i) has the necessary ownership or license rights to any Content, including all intellectual property rights therein, submitted to, obtained from or stored on the Platform or Tenant, and any code embedded by Subscriber in any Content ("Subscriber Content), and (ii) has exclusive control over all such Subscriber Content. User's rights to use Subscriber Content are determined by the Subscriber at the time Subscriber provides the Subscriber Content and Subscriber may modify or restrict in any manner later established by the Subscriber.

Users shall only provide Subscriber Content to the Tenant if the Content was created by or on behalf of the Subscriber that provided User access to its Tenant or if the party that created the Content has granted that Subscriber the necessary rights to use it. Subscriber has exclusive control of, and is solely responsible for, the completeness, accuracy and understandability of any Subscriber Content uploaded to the Platform or Tenant including over any custom code embedded by Subscriber, and Users are solely responsible for ensuring that any instructions, directions, descriptions or other information included in or with Subscriber Content User provides to the Tenant is, and remains, complete, accurate and understandable.

We have no duty to host, store or deliver any particular Content. If We are notified that Subscriber Content is infringing a copyright or if You notify Us that Content provided by someone else is infringing Your Subscriber's copyright we will respond as described in our Copyright Policy, the terms and conditions of which are hereby incorporated herein by reference. Further, with respect to custom code embedded by Subscriber, if such custom code risks data, or causes malfunction, XMPie may remove such custom code without notice or liability.

Users Data

You understand that XMPie may collect, process and use User's name, email address and other information that can be used to personally identify User ("Personal Data"). Our Privacy Policy and Data Processing Addendum describe how We handle Personal Data. User hereby grants XMPie the right to use Personal Data as required or useful to perform its obligations and exercise its rights under these User Terms, User grants to XMPie the right to sub-license these rights to its hosting, connectivity and telecommunications service providers, and User hereby irrevocably grants to XMPie all such rights and permissions in or relating to Personal Data relating to User as are necessary or useful for XMPie, its subcontractors, and agents to perform XMPie's obligations and exercise its rights under these User Terms.

You hereby consent to the collection, disclosure, processing and use of User Personal Data as set forth in the above referenced documents, including the transfer of such Personal Data to the United States, Ireland, and/or other jurisdictions for storage, processing, and use by XMPie and its affiliates. The laws in these jurisdictions may differ from the laws of User's Jurisdiction and Personal Data may be subject to access by governmental authorities in these jurisdictions. XMPie Personalia is controlled and operated from Ireland, Israel and the United States and international transfers shall be made in accordance with applicable law.

If User's consents under this clause are not sufficient under the law applicable to such Jurisdiction, User shall not access or use XMPie Personalia until User completes the procedure required under the law of such Jurisdiction for giving consent. By accessing and using XMPie Personalia, User understands and agrees that Subscriber Content and Personal Data, if stored by Us, will be stored in Ireland as set forth in the Data Processing Addendum. You also understand that other Users or other people that Subscriber collaborates with can access Applications that You access and use (including Subscriber Content and Content provided by XMPie) from outside of Ireland and that nothing prohibits the processing of Personal Data outside of Ireland.

You acknowledge that XMPie will collect, process and use Personal Data compiled in an aggregate and anonymized manner as well as information relating to Your interactions with XMPie Personalia (collectively "XMPie Personalia"). You agree that all right, title, and interest in XMPie Personalia Data and all intellectual property rights therein, are vested in and are retained solely by XMPie and that You have no right to prohibit, restrict or otherwise interfere with any use of such XMPie Personalia Data.

Acceptable Use

User may not access, provide Content or use the Platform or Tenant in any way that is disruptive, harmful, unlawful, contrary to commonly acceptable standards of good behavior online, or if you do not have sufficient rights, and in particular User may not, and may not permit any third-party, to directly or indirectly: (i) interfere with the lawful and authorized use of XMPie Personalia by any person, system or program; (ii) interfere with the lawful business or activities of XMPie or any third-party; (iii) collect or harvest information about other people; (iv) provide to or through the Platform any material that is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another's privacy, hateful, or racially, ethnically or otherwise objectionable; (v) impersonate any person or entity, or falsely state or otherwise misrepresent your affiliation with a person or entity; (vi) forge headers or otherwise manipulate identifiers in order to disguise the origin of any Content transmitted through the Platform; (vii) provide any Content that you do not have a right to make available under any law or under contractual or fiduciary relationships; (viii) provide any Content that infringes any patent, trademark, trade secret, copyright or other proprietary rights of any party; (ix) provide any unsolicited or unauthorized advertising, promotional materials, "junk mail," "spam," "chain letters," "pyramid schemes," or any other form of solicitation; (x) provide any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment; (xi) interfere with or disrupt the Platform or servers or networks connected to the Platform, or disobey any requirements, procedures, policies or regulations of networks connected to the Platform; (xii) intentionally or unintentionally violate any applicable local, state, national or international law; (xiii) "stalk" or otherwise harass another; or (xiv) collect or store personal data about other users.

License Grant

Subject to these User Terms, XMPie grants to You a limited, non-exclusive, non-transferable, non-sublicensable license to access and use XMPie Personalia solely for Your internal business purposes. XMPie reserves all rights not expressly granted to You in these User Terms. You acknowledge that XMPie Personalia is licensed, not sold, to You. You do not acquire any ownership interest in XMPie Personalia under these User Terms, or any other rights thereto other than to use XMPie Personalia in accordance with the license granted, and subject to all terms, conditions, and restrictions, under these User Terms.

Restrictions

You shall not: (i) copy, modify, or create derivative works based on XMPie Personalia; (ii) distribute, transfer, sublicense, lease, lend, or rent XMPie Personalia to any third party; (iii) reverse engineer, disassemble, or decompile XMPie Personalia; (iv) make the functionality of XMPie Personalia available to multiple users through any means; (v) use XMPie Personalia to develop a competing product or service; (vi) use XMPie Personalia for any unlawful purpose; (vii) remove any proprietary notices from XMPie Personalia; or (viii) use XMPie Personalia in any manner that could damage, disable, overburden, or impair XMPie Personalia or interfere with any other party's use of XMPie Personalia.

Intellectual Property

XMPie Personalia and all copies thereof are proprietary to XMPie and title thereto remains exclusively in XMPie. All applicable rights to patents, copyrights, trademarks, and trade secrets in XMPie Personalia or any modifications made at Your request are and shall remain in XMPie. You shall not remove any product identification, copyright notices, or other notices or proprietary restrictions from XMPie Personalia.

Disclaimer of Warranties

XMPIE PERSONALIA IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. XMPIE DOES NOT WARRANT THAT XMPIE PERSONALIA WILL MEET YOUR REQUIREMENTS, THAT XMPIE PERSONALIA WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, THAT THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF XMPIE PERSONALIA WILL BE ACCURATE OR RELIABLE, OR THAT THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH XMPIE PERSONALIA WILL MEET YOUR EXPECTATIONS.

Limitation of Liability

IN NO EVENT SHALL XMPIE BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES (EVEN IF XMPIE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), ARISING OUT OF OR IN CONNECTION WITH THESE USER TERMS OR THE USE OR INABILITY TO USE XMPIE PERSONALIA. IN NO EVENT SHALL XMPIE'S TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT, TORT (INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE), OR OTHERWISE) EXCEED THE AMOUNT PAID BY YOU, IF ANY, FOR ACCESSING XMPIE PERSONALIA DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE DATE OF THE CLAIM.

Indemnification

You agree to indemnify, defend, and hold harmless XMPie, its affiliates, officers, directors, employees, agents, licensors, and suppliers from and against all claims, losses, expenses, damages, and costs, including reasonable attorneys' fees, arising out of or relating to Your use of XMPie Personalia, Your violation of these User Terms, or Your violation of any rights of another.

Export Compliance

You acknowledge that XMPie Personalia is subject to export control laws and regulations of the United States and other countries. You agree to comply with all applicable export control laws and regulations. You represent and warrant that You are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a "terrorist supporting" country, and that You are not listed on any U.S. Government list of prohibited or restricted parties. If You are in breach of this Section, (i) You shall be responsible for the immediate termination of Your license to use XMPie Personalia, and (ii) XMPie may terminate Your license to use XMPie Personalia in its entirety, effective immediately and without advance notice, if XMPie, Xerox or a government agency of the U.S. or any other country determines that an export license or other governmental approval is required for You to obtain or use (or continue to use) the materials and/or services.

Severability

If any provision of these User Terms is held to be invalid or unenforceable, then that provision will be limited or eliminated to the minimum extent necessary, and the remaining provisions of these User Terms will remain in full force and effect. XMPie's failure to enforce any right or provision of these User Terms will not be deemed a waiver of such right or provision.

Feedback

You grant to XMPie and its Affiliates a worldwide, perpetual, irrevocable, royalty-free license to use, modify, create derivative works, publish, display and incorporate into XMPie and/or its Affiliates' services any feedback, ideas, or suggestions and/or contributions to services provided by Subscriber or User. Under no circumstances will We pay Subscriber or User for the use of feedback, ideas or suggestions.

Changes to These XMPie Personalia User Terms

We may update these User Terms from time to time and if we do, we will notify You by posting a notice at our website along with the updated User Terms. We will try to give You a reasonable amount of time in advance of any updates, however, this may not always be possible, for example, if We have to make changes to meet security, safety, legal, or regulatory requirements.

Additional Terms

Use of XMPie Personalia or any portion thereof may be subject to terms and conditions of an additional agreement between Subscriber and XMPie (e.g., a Professional Services Addendum) or an additional agreement between You and an affiliate or third-party. In such cases, You must read those additional agreements carefully and be sure You understand them. XMPie shall not be responsible for Your failure to meet the obligations of those agreements or Your inability to exercise any rights granted to You therein.

Conflicts

In the event of a conflict between these User Terms and the terms and/or conditions of any other agreement between You and XMPie, these User Terms shall control with respect to Your license to, access to and use of XMPie Personalia.

FEES, PAYMENT, TAXES AND OTHER CHARGES

a. Fees

Subscriber shall pay all fees for each Order. Subscription Fees are invoiced annually in advance, and payment is due 30 days from date of invoice ("Due Date"). All amounts and fees will be denominated in U.S. dollars. We may change our prices at the end of the Initial Order Term, or any Renewal Order Term, including requiring the payment of a fee for a Solution we currently offer for free. Fees for Solutions we currently offer for free will begin at the date specified in the notice.

b. Taxes

The prices shown on an Order Form do not include any taxes, duties, levies or charges of any kind assessable by any governmental authority (including but not limited to any sales, use or withholding taxes) and all such charges are the responsibility of Subscriber. If we are required (whether by law or to avoid charges or penalties), to pay or collect any charges for which You are responsible, the amount of such charges will be added to Your invoice(s) at the appropriate rate in addition to the amounts otherwise payable hereunder. You agree to pay the full amount of the invoice as required by this Section. If Subscriber is exempt from U.S. sales tax, You must immediately send the required tax exemption documents to us to avoid being charged sales tax.

c. Late Payment

If the invoice is not paid by the Due Date, we may charge interest on the full amount of the invoice, at an annual rate not to exceed the highest amount permissible under New York law, but in no event less than 1.5% per month, calculated daily and compounded monthly, commencing on the due date and continuing until fully paid whether before or after judgment. If Your subscription was purchased from an authorized reseller of XMPie (a "Reseller"), the right to deny You access to all or any part of the service also applies if any fees owed by the Reseller are more than thirty (30) days overdue.

d. Charges

Restrictive covenants submitted for or with payment to indicate that it is in full satisfaction of an invoice will not operate as an accord and satisfaction to reduce Subscriber's payment obligations if it is not, in fact, full payment and we may assess the interest charges described above. Subscriber will be responsible for any reasonable attorneys' fees, costs, and expenses incurred by us to collect any amounts that are not paid when due.

e. Purchase Order Information

If a Purchase Order ("PO") is required by Subscriber for the purchase or payment of any service or other item listed on an Order Form, then Subscriber shall issue such PO for the full amount of the Order. Upon request, we shall reference the PO number on its invoices, provided, however, that Subscriber acknowledges that it is Subscriber's responsibility to provide the corresponding PO information (including a PO number) to us upon the signing of any Order Form.

f. Third Party Charges

You are responsible for any third-party charges, including but not limited to mobile and internet data charges, that You may incur for using the services.

TERM AND TERMINATION

a. Order Form Term

Each Order shall be effective as of the "Order Start" date stated on the associated Order Form (each an "Order Form Effective Date") and shall continue thru the "Order End" date or if no Order End date is stated on the Order Form, for a period of three (3) years (the "Initial Order Term"), unless earlier terminated or renewed as provided herein. After the Initial Order Term, the Order(s) shall automatically renew for successive periods of one (1) year (each a "Renewal Order Term"), unless either Party provides at least 30 days' written notice prior to the end of the then-current Initial Order Term or Renewal Order Term of its intention not to renew the Order. If a Party provides such notice, the respective Order shall automatically expire as of the last day of the then-current Initial Order Term or Renewal Order Term. For each Order, the Initial Order Term and the Renewal Order Term(s) are collectively the "Order Term."

b. No Cancellations or Refunds

Subject to the above, each Order is non-cancellable and non-refundable except as expressly provided in these Subscriber Terms. Termination or expiration of any Order shall leave all other Orders unaffected.

c. Termination for Breach

If either Party commits a material breach of any of its duties under the Order, then the other Party, at its sole discretion and without prejudice to its other rights, may give the Party in breach written notice specifying the breach and, immediately declare a default without further notice, presentment, or demand and pursue any available remedy including money damages and termination of the Order and any or all Order(s) in effect at the time of such default. In addition to any other rights or remedies, XMPie, in the event of a Subscriber default, may without liability to Subscriber, suspend or terminate Subscriber's access to the service disable the passwords, accounts and access to all or part of the service for Subscriber and its Users, and deny Subscriber and its Users assess to all or any part of the service while the invoice(s) concerned remain unpaid.

d. Termination for Insolvency

Either Party may terminate the any or all Order(s), effective immediately upon written notice to the other Party, if the other Party: (i) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; (ii) files or has filed against it, a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; (iii) makes or seeks to make a general assignment for the benefit of its creditors; or (iv) applies for the appointment of a trustee, receiver, or custodian for all or a substantial part of its property.

e. Post-Termination/Expiration Obligations

If the Terms of Service or an Order expires or is terminated for any reason: (i) Subscriber will pay to XMPie any amounts that have accrued before, and remain unpaid as of, the effective date of the expiration or termination (including, without limitation, any Subscription Fees for the Initial Order Term or Renewal Order Term that are required under the Order but have not been paid at the time of termination of the applicable Order); (ii) XMPie's duty to provide any further services to Subscriber under the Order will immediately cease.

f. Post Termination Requirements

On termination or expiration of the Order: (i) Subscriber shall immediately cease all use of the XMPie service and its related Content and the Documentation; (ii) XMPie may destroy or otherwise dispose of any of the Subscriber Data and the Subscriber Content in its possession unless XMPie receives, no later than 10 days after the effective date of the termination or expiration of the applicable Order, a written request for the delivery to Subscriber of the then most recent back-up of the Subscriber Data and/or Subscriber Content. XMPie shall use reasonable commercial endeavors to deliver the back-up to Subscriber within 30 days of its receipt of such a written request, provided that Subscriber has, at that time, paid all fees and charges outstanding at and resulting from termination (whether or not due at the date of termination). Subscriber shall pay all reasonable expenses incurred by XMPie in returning or disposing of Subscriber Data and Subscriber Content; and (iii) any rights, remedies, obligations or liabilities of the Parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the Terms of Service which existed at or before the date of termination shall not be affected or prejudiced.

Updated August 20, 2025