XEN1Terms of Service
These terms govern XEN1's fractional executive services, its platforms, and XEN1 Learn. Part A covers fractional C-suite engagements, Part B covers platform access and use, Part C covers the course, and the common terms apply to all three.
1. Who we are
XEN1 is a business of Elemental Pro LLC, a Florida limited liability company ("XEN1", "we", "us"). You can reach us at [email protected]. "You" means the business or person that signs an Order with us, buys access, or uses our services, and anyone using them on your behalf.
2. How these terms apply
An "Order" is the proposal, statement of work, invoice or checkout page that names the services, level and price you've agreed to. Each Order is governed by these terms. If an Order and these terms conflict, the Order controls for that engagement. By signing an Order, paying an invoice, completing checkout or using our services, you accept these terms.
We may update these terms. For active engagements and subscriptions, changes take effect 30 days after we email you, unless you end the affected service before then. The version in effect when you sign an Order applies until then.
Part A · Fractional C-suite services
A1. Engagements and levels
We provide fractional executive services in the roles of Chief Executive Officer, Chief Operating Officer, Chief Technology Officer, Chief Marketing Officer, Chief Information Officer and Chief People Officer, at one of three levels:
- Advisory: scheduled strategy sessions, review of plans and decisions, and reasonable availability between sessions.
- Active: regular working sessions with your team and ownership of the outcomes named in the Order.
- Embedded: participation in your leadership team on the schedule set in the Order, leading the function described there.
The Order sets the hours, cadence, outcomes and any limits for your engagement. Work outside that scope needs a new or amended Order.
A2. Role and authority
We act as an independent contractor, not as your employee. Unless your board or owners formally appoint the XEN1 executive as an officer in writing, they hold the title for working purposes only, do not have authority to sign contracts or bind your company, and do not owe officer-level fiduciary duties. If you make a formal appointment, you will include the XEN1 executive under your directors and officers insurance and indemnify them as you do your other officers.
You keep all decision-making authority and responsibility for your business, including hiring and firing, spending, legal compliance and what you do with our recommendations. You will give us timely access to the people, information and systems the engagement needs.
Our services are not exclusive. We may serve other clients, including in your industry, and will tell you about any direct conflict of interest we become aware of.
A3. Fees and invoices
- Fees are set in your Order and billed monthly in advance by invoice, unless the Order says otherwise.
- Invoices are due within 15 days. You can pay by card or bank transfer through the invoice's payment page.
- Late amounts accrue interest at 1.5% per month, or the highest rate the law allows if lower. If an invoice is more than 15 days late, we may pause services after giving you notice.
- Fees don't include sales and similar taxes, which are added where required, or pre-approved expenses, which we bill at cost.
- Fees for a month already billed are not refundable, except where these terms say otherwise.
A4. Term and changes
Every engagement has a minimum term of three months from its start date, unless the Order sets a different minimum. After the minimum term, engagements run month to month. Either party may end an engagement with three months' written notice (email is enough). Notice can be given during the minimum term, but takes effect no earlier than its end. If you stop sooner, fees for the rest of the notice period or minimum term, whichever is later, are still due. Changing level (for example, Active to Advisory) takes effect from the next billing cycle. Either party may end an engagement immediately if the other materially breaches these terms and doesn't fix it within 15 days of notice. You pay for services through the end date.
A5. Work product
Once you've paid for them, you own the deliverables we create specifically for you under an Order, such as plans, reports, policies and presentations. We keep ownership of our own materials described in section D2 and grant you a permanent, non-exclusive license to use any of them that are built into your deliverables, for your internal business purposes.
A6. Non-solicitation
During an engagement and for 12 months after it ends, you won't directly hire or engage any XEN1 executive or contractor who worked on your engagement, other than through XEN1, without our written consent. General job postings are not solicitation.
Part B · Platform access and usage
B1. Access and accounts
Subject to these terms and payment, we grant you a non-exclusive, non-transferable right during your subscription to use the platform you subscribed to (Strategy & analysis, Content marketing or Operations) at your level, for your internal business purposes. Access is for the named users in your Order. Each user signs in with their own email; sign-in codes and accounts may not be shared. You are responsible for activity under your accounts and must tell us promptly about any unauthorized use.
B2. Subscriptions
Platform subscriptions have a minimum term of three months from the start date, unless the Order sets a different minimum, and are billed monthly. After the minimum term they renew automatically each month until cancelled. Either party may cancel with three months' written notice (email is enough); cancellation takes effect at the end of the notice period or the end of the minimum term, whichever is later, and we don't refund partial months. Moving to a higher level takes effect when we confirm it, and moving to a lower level takes effect from the next billing period. Section A3 applies to platform invoices too.
B3. Acceptable use
You won't, and won't let anyone else:
- break any law, or use the platforms to infringe anyone's intellectual property, privacy or publicity rights;
- upload content that is unlawful, defamatory, harassing, or that you don't have the right to share, including other people's personal data without a lawful basis;
- use the platforms to create spam, deceptive content, impersonations of real people, or content presented as human-written where that would mislead people in a way the law prohibits;
- try to access systems or data you aren't authorized for, probe or break our security, or upload malware;
- copy, resell, sublicense or provide the platforms to third parties, or use them to build a competing product;
- reverse engineer the platforms, except where the law expressly allows it;
- scrape or extract data or outputs in bulk by automated means, or overload our systems; or
- use the platforms for decisions about employment, credit, housing, insurance or similar matters about individuals without your own human review and compliance with the laws that apply.
We may suspend access that breaks this section or puts our systems or other customers at risk. Where practical, we'll tell you first and give you a chance to fix it.
B4. Your data
You own the data, documents and content you provide ("Customer Data"). You give us permission to use Customer Data only to provide, secure and support the services for you. We use third-party technology providers, including AI providers, to run the platforms, and they process Customer Data on our behalf under confidentiality obligations. We don't sell Customer Data, and we won't use it to train AI models offered to other customers. When your subscription ends you can ask for an export within 30 days; after that we may delete Customer Data, except where we must keep it by law. You are responsible for having the rights and consents needed to share Customer Data with us.
B5. AI outputs
The platforms use artificial intelligence, and their outputs (analyses, drafts, content, recommendations) can be incomplete or wrong. As between you and us, you own the outputs generated for you. You are responsible for reviewing outputs before relying on or publishing them, including checking facts, figures and claims, and confirming that published content meets advertising, industry and platform rules. Similar outputs may be generated for other customers, and we don't guarantee that outputs are unique or protectable.
B6. Availability
We work to keep the platforms available and secure but provide them "as available", without a guaranteed uptime unless your Order includes one. We may improve or change features; if a change materially reduces the core functions of your level, you may cancel and receive a prorated refund of any prepaid fees for the unused period.
Part C · XEN1 Learn
C1. Course access
XEN1 Learn is for education only. Purchase or approval gives the named person a personal, non-transferable license to view the course while access lasts. You may not share sign-ins, or copy, record or redistribute the videos or materials. One-time purchases give access for as long as we offer the course; monthly access lasts while your subscription is active. If you're not satisfied, email us within 14 days of a one-time purchase for a full refund.
Common terms
D1. Confidentiality
Each party will keep the other's non-public business information confidential, use it only for the engagement or services, and share it only with people who need it and are bound to similar confidentiality. This doesn't cover information that is public through no fault of the receiving party, already known to it, independently developed, or lawfully received from someone else. A party may disclose information when the law requires, after giving notice where allowed. These duties last for three years after the services end, and for trade secrets as long as they remain trade secrets.
D2. Our materials
We keep all rights in our platforms, software, AI systems, prompts, templates, frameworks, methods, know-how and other materials we had before or develop independently of your engagement, including improvements to them that don't contain your Confidential Information or Customer Data. Nothing in these terms transfers them to you except the licenses expressly granted. If you send us feedback, we may use it without obligation.
D3. No professional advice or guaranteed results
We provide business, operational and strategic services. We are not a law firm, accounting firm, registered investment adviser or broker, and nothing we provide is legal, tax, accounting, audit or investment advice. Consult your own qualified advisers before acting on those matters. Results depend on many factors outside our control, and we don't guarantee any particular revenue, growth, funding or other outcome.
D4. Warranties
We will perform services in a professional and workmanlike manner consistent with generally accepted industry standards. If you tell us in writing within 30 days that a service didn't meet this standard, we will re-perform it or, if we can't, refund the fees for the affected part. That is your sole remedy for breach of this warranty. Except as stated in this section, the services, platforms, outputs and course are provided "as is", and we disclaim all other warranties, express or implied, including merchantability, fitness for a particular purpose and non-infringement, to the extent the law allows.
D5. Limitation of liability
To the extent the law allows, neither party is liable for indirect, incidental, special, consequential or punitive damages, or for lost profits, revenue, data or business opportunity, even if told they were possible. Each party's total liability arising out of these terms and all Orders is limited to the fees you paid us in the 12 months before the event giving rise to the claim. These limits don't apply to your payment obligations, to either party's indemnity obligations, to breaches of section D1, or to liability that can't be limited by law.
D6. Indemnity
You will defend and indemnify XEN1 and its people against third-party claims arising from Customer Data, your use of outputs or deliverables, your business decisions, or your breach of section B3. We will defend and indemnify you against third-party claims that our platforms, as we provide them, infringe that party's intellectual property rights in the United States, and may modify the platform, get you a license, or end the affected service and refund prepaid fees. The party seeking indemnity must give prompt notice, reasonable cooperation, and control of the defense; neither party may settle a claim that admits fault for the other without consent.
D7. Law and disputes
These terms are governed by the laws of the State of Florida, without regard to its conflict-of-law rules. Before starting any proceeding, the parties will try in good faith to resolve the dispute for 30 days after written notice. Any proceeding will be brought in the state or federal courts located in Florida, and each party consents to their jurisdiction. Either party may seek urgent injunctive relief in any court with jurisdiction to protect its confidential information or intellectual property.
D8. Everything else
- Entire agreement: these terms and your Orders are the whole agreement about their subject and replace earlier discussions.
- Assignment: neither party may assign these terms without consent, except to a successor in a merger or sale of substantially all of its business.
- Force majeure: neither party is responsible for delays caused by events beyond its reasonable control, other than payment obligations.
- Notices: notices may be sent by email to the addresses in the Order, or to [email protected] for us.
- Publicity: we won't name you as a client publicly without your permission.
- Survival: sections about fees owed, work product, confidentiality, our materials, warranties, liability, indemnity and disputes survive the end of an engagement.
- Severability and waiver: if part of these terms is unenforceable, the rest stays in effect; not enforcing a term isn't a waiver of it.
Questions about these terms: [email protected].