Agency Xcelerator – Terms of Service

Effective Date: 19/09/2025

This Terms of Service (“Agreement”) is between Xcelerate Agency LLC. (or the applicable affiliate, “Xcelerate,” “we,” “us,” or “our”) and the entity or person that creates an account or otherwise uses the Service (“Customer,” “you,” or “your”). By accessing or using the Service, you agree to this Agreement.

If you are entering this Agreement on behalf of a company or other legal entity, you represent that you have authority to bind that entity. If you do not agree, do not use the Service.

1) Key Definitions

• “Service”: The Agency Xcelerator SaaS platform (web & mobile apps), including model app, dashboards, analytics, deep-link/attribution, scheduling, automations, APIs, beta modules, and related documentation and support.

• “Customer Data”: Any data or content you (or your users, staff, or creators/models) submit to or through the Service (e.g., creator records, tasks, content files/metadata, deep links, financial figures, performance metrics).

• “Content”: Any creative works you upload or manage (text, images, audio, video, thumbnails, captions, links, etc.).

• “User”: Any individual you permit to access the Service (staff, contractors, creators/models).

• “Order”: Any online signup or order form specifying plan, term, and fees.

• “Documentation”: Our online product docs, policies, and support articles.

• “Beta Features”: Features identified as alpha/beta/preview/early access or similar.

• “Aggregated/De-identified Data”: Data derived from Customer Data that is anonymized and combined so it cannot reasonably identify you or any person.

2) Accounts & Access

2.1 Account Creation. Users must register with a real name and email. One person per login; shared logins are not allowed.

2.2 Customer Responsibility. You are responsible for (a) Users’ compliance with this Agreement, (b) configuring permissions/roles, and (c) keeping credentials secure. You will notify us of any unauthorized access.

2.3 Authorized Devices. The Service may be accessed via supported browsers and devices as listed in the Documentation.

3) Subscription; Fees; Taxes

3.1 Plans & Term. The Service is provided by subscription per the applicable Order (monthly or annual). Subscriptions auto-renew for the same term unless canceled in the admin settings before renewal.

3.2 Fees; Late Payment. You agree to pay all fees when due. Overdue amounts may incur late charges or suspension. Fees are exclusive of taxes; you are responsible for all applicable taxes, duties, and government charges.

3.3 No Earnings Promise. We do not guarantee revenue, engagement, creator retention, or platform approvals. All performance results depend on your inputs and third-party platforms.

4) Permitted Use; Restrictions

4.1 License. Subject to this Agreement and your payment of fees, we grant you a non-exclusive, non-transferable right to access and use the Service for your internal business purposes during the subscription term.

4.2 Restrictions. You will not (and will not allow others to):
a) copy, modify, create derivative works of, reverse engineer, or decompile the Service;
b) access the Service to build a competing product;
c) probe or attack the Service or bypass security;
d) use bots/scrapers to extract data except as allowed by our API;
e) transmit malware, spam, or illegal content;
f) violate platform rules (e.g., OnlyFans, Instagram, X, Reddit) or applicable laws (e.g., spam/privacy/consumer laws);
g) use the Service to store/process minors’ content or data or any non-consensual or exploitative material;
h) upload highly sensitive personal data (e.g., government IDs, full payment card numbers) unless explicitly requested by a compliant workflow;
i) infringe third-party IP or publicity/privacy rights;
j) dox, harass, or otherwise harm individuals or groups.

5) Adult Content; Safety; Compliance

5.1 Zero-Tolerance. No CSAM, minors, coercion, or non-consensual content. Any suspected violation will result in immediate suspension and may be reported to authorities. You are solely responsible for verifying all depicted persons are 18+ and consenting.

5.2 Recordkeeping. If you operate in jurisdictions requiring adult-content recordkeeping (e.g., 18 U.S.C. §2257 in the U.S.), you are solely responsible for compliance. We are not your custodian of records unless expressly agreed in writing.

5.3 Local Laws. You must comply with all laws where you operate and where the content is produced, including intellectual-property, privacy, consumer, advertising, and employment laws.

6) Third-Party Platforms & Integrations

6.1 Dependencies. Some features depend on third-party platforms (e.g., OnlyFans, Instagram, X/Twitter, Reddit, cloud storage, link shorteners, payment providers). Their APIs, policies, and uptime may change without notice. We are not liable for their acts or outages.

6.2 Platform Terms. You must maintain your own accounts and comply with those third parties’ terms. We do not control or guarantee approvals, verifications, or distribution by any platform.

7) Customer Data; Privacy; Security

7.1 Ownership. As between the parties, you own Customer Data and Content. This Agreement does not transfer IP ownership of your materials.

7.2 Our Use of Data. You grant us a worldwide, non-exclusive license to host, process, transmit, display, and create derivative works solely as necessary to provide the Service (e.g., backups, indexing, transcoding, AI tagging, analytics dashboards, automations) and to comply with law. We may use Aggregated/De-identified Data to improve and secure the Service, benchmark performance, and develop new features. We will not attempt to re-identify Aggregated/De-identified Data.

7.3 Access by Xcelerate. You acknowledge that authorized personnel may access your environment only to (a) provide support, (b) maintain security and reliability, (c) comply with law, or (d) act on your written instructions. We apply role-based access, logging, and least-privilege practices.

7.4 Confidentiality. We will protect Customer Data and your business information with at least the same degree of care we use to protect our own confidential information, and not less than reasonable care. We will not disclose your confidential information to third parties except to subprocessors bound by confidentiality and only as needed to provide the Service.

7.5 Privacy & DPA. Our Privacy Notice and Data Processing Addendum (DPA) (including SCCs where applicable) form part of this Agreement. For privacy purposes, you are the controller of Customer Data, and we are the processor. You must provide any legally required notices/consents to end users and creators, including disclosures related to deep-link tracking and analytics.

7.6 Security. We maintain administrative, physical, and technical safeguards as described in our security documentation (encryption in transit/at rest for supported data types, access controls, backups, vulnerability management). You are responsible for secure configuration on your side (e.g., access roles, SSO if enabled).

7.7 Data Location & Transfers. We may process and store data in any region where we or our subprocessors operate, subject to the DPA and applicable transfer mechanisms.

7.8 Retention & Deletion. During the term, you may export Customer Data via available tools. We will delete or return Customer Data within a commercially reasonable time after termination, except where retention is required by law, for dispute resolution, or for backups (which cycle out per our retention schedules).

8) Acceptable Marketing & Messaging

8.1 No Spam or Deception. If you use features that message or publish to third-party platforms, you must comply with anti-spam, advertising, and platform rules.

8.2 Tracking Disclosure. If you use deep links, pixels, or similar identifiers, you are responsible for any required disclosures, consents, and opt-outs under applicable laws (e.g., GDPR/ePrivacy/CCPA).

9) IP; Feedback

9.1 Our IP. The Service, software, interfaces, and all related IP are owned by Xcelerate and its licensors.

9.2 Feedback. If you give us feedback, suggestions, or ideas, you grant us a perpetual, worldwide, irrevocable, royalty-free license to use them without restriction.

10) Content; Takedowns

10.1 Your Responsibility. You are solely responsible for the accuracy, legality, and appropriateness of Content. You represent that you have all rights needed to upload and use Content in the Service.

10.2 Rights Complaints. We follow a reasonable takedown process for claims of copyright or other rights violations. We may remove or disable material alleged to infringe and may terminate repeat infringers.

11) Service Levels; Support; Beta Features

11.1 Availability. We use commercially reasonable efforts to keep the Service available, excluding planned maintenance and events beyond our control (force majeure, platform outages).

11.2 Support. Standard support is available as described on your plan page. Enhanced support may be available on higher plans.

11.3 Beta Features. Beta Features are provided as-is for evaluation and may change or be discontinued without notice. They may be subject to additional terms or limits.

12) Term; Suspension; Termination

12.1 Term. This Agreement begins on the Effective Date and continues while you have an active subscription.

12.2 Suspension. We may suspend access if (a) you violate this Agreement (including safety rules), (b) there is a security risk, (c) payment is overdue, or (d) required by law.

12.3 Termination. Either party may terminate for material breach not cured within 30 days of notice. You may cancel at any time per your plan; fees are non-refundable unless required by law or expressly stated.

12.4 Effect. Upon termination, your access ceases. We will handle Customer Data per Section 7.8.

13) Warranties; Disclaimers

13.1 Mutual. Each party represents it has authority to enter this Agreement.

13.2 Service Warranty. We will provide the Service in a professional manner consistent with industry standards.

13.3 Disclaimers. EXCEPT AS EXPRESSLY SET OUT, THE SERVICE AND BETA FEATURES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, SECURE, OR ERROR-FREE, OR THAT IT WILL RESULT IN ANY PARTICULAR REVENUE OR PLATFORM OUTCOME.

14) Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW:
(a) NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR LOST PROFITS/REVENUE, EVEN IF ADVISED OF THE POSSIBILITY; AND
(b) EACH PARTY’S TOTAL CUMULATIVE LIABILITY UNDER THIS AGREEMENT WILL NOT EXCEED THE AMOUNTS PAID OR PAYABLE BY YOU TO US IN THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM.

THE ABOVE LIMITS DO NOT APPLY TO YOUR PAYMENT OBLIGATIONS, YOUR BREACH OF SECTION 5 (SAFETY/COMPLIANCE), OR YOUR INDEMNIFICATION OBLIGATIONS.

15) Indemnification

15.1 By Customer. You will defend, indemnify, and hold harmless Xcelerate, its affiliates, and personnel from any claim, loss, or cost arising from (a) your Content or Customer Data; (b) your violation of law or third-party rights; (c) your use of the Service in breach of this Agreement; or (d) adult-content compliance failures (including age/consent/recordkeeping).

15.2 By Xcelerate. We will defend and indemnify you from third-party claims alleging that the Service (as provided by us) directly infringes a patent, copyright, or trademark, or misappropriates a trade secret, and pay any damages finally awarded, provided you promptly notify us and allow us control of the defense. If the Service is, or is likely to be, enjoined, we may procure the right for you to continue using it, replace or modify it, or terminate the impacted Order and refund prepaid, unused fees. This obligation does not apply to claims arising from Customer Data, combination with non-Xcelerate items, or use contrary to Documentation.

16) Publicity

We may identify you as a customer (name and logo) in our website and sales materials. You may opt out by emailing legal@xcelerateagency.com.

17) Modifications; Policies

We may update the Service and related policies from time to time. We may modify this Agreement by posting an updated version with notice in the app or by email. Material changes will take effect at the start of your next renewal term unless earlier acceptance is required for new functionality. If you do not agree, cancel before renewal.

18) Export; Sanctions

You will comply with all export, re-export, and sanctions laws. You may not use the Service in embargoed or sanctioned countries or for prohibited end uses.

19) Governing Law; Dispute Resolution

This Agreement is governed by the laws of Wyoming, USA, without regard to conflicts of law. Disputes will be resolved by binding arbitration in Delaware (or telephonically/video), conducted in English under the rules of JAMS. Each party bears its own costs; the arbitrator may award fees to the prevailing party. Either party may seek injunctive relief in court for misuse of IP or confidential information.

(If you require a different jurisdiction for your contracts, replace this section accordingly.)

20) General

20.1 Entire Agreement. This Agreement (including Orders, Privacy Notice, DPA, and policies referenced herein) is the entire agreement between the parties and supersedes all prior agreements.

20.2 Assignment. You may not assign this Agreement without our prior written consent; we may assign to an affiliate or in connection with a merger, acquisition, or sale of assets.

20.3 Severability; Waiver. If any provision is unenforceable, the remainder remains in effect. Failure to enforce is not a waiver.

20.4 Notices. Legal notices to Xcelerate: legal@xcelerateagency.com with a copy to Xcelerate Agency, Attn: Legal, [insert address]. Notices to you may be sent to your account email.

21) Special Terms for OnlyFans/Creator-Agency Use

• Controller/Processor Roles. You are the data controller for creator/staff data and end-user tracking data; Xcelerate is processor. You must provide all required notices/consents and honor end-user rights (access/deletion/opt-out) via your channels.

• Age & Consent. You are solely responsible for verifying creator age and consent and for complying with recordkeeping laws.

• Attribution/Tracking. If you use deep links, pixels, or similar identifiers, you are responsible for privacy disclosures, cookie banners, and opt-outs where required.

• Platform Risk. We are not liable for account suspensions, takedowns, or policy changes by OnlyFans or any social network.

• No Legal Advice. The Service and any templates or reports are not legal advice. Consult counsel on compliance.

Questions? Contact legal@xcelerateagency.com.
Data requests (GDPR/CCPA): support@xcelerateagency.com.