Terms of Service

1. Acceptance of Terms

These Terms of Service ("Terms," "Agreement") constitute a legally binding agreement between you ("User," "you," or "your") and Xylophone ("Company," "we," "us," or "our") governing your access to and use of the Xylophone website located at xylophonexyz.com, together with any applications, platforms, or services for which Xylophone provides Identity Services on behalf of its Clients (collectively, the "Service").

BY ACCESSING, BROWSING, OR OTHERWISE USING THE SERVICE, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THESE TERMS. IF YOU DO NOT AGREE TO THESE TERMS, YOU ARE NOT AUTHORIZED TO ACCESS OR USE THE SERVICE.

The Company reserves the right to modify, amend, or update these Terms at any time in its sole discretion. Your continued use of the Service following the posting of revised Terms constitutes your acceptance of such changes. You are advised to review these Terms periodically for any modifications.

2. Description of Service

Xylophone operates as a software development agency engaged in the design, development, deployment, and ongoing maintenance of software applications, platforms, systems, and related digital services on behalf of third-party clients (each, a "Client" and collectively, "Clients"). The scope of such engagements may encompass, without limitation, mobile applications, web-based platforms, backend infrastructure, application programming interfaces (APIs), and ancillary technical services.

In connection with the foregoing, Xylophone may serve as the provider of authentication, identity verification, session management, and user account administration services (collectively, "Identity Services") for applications developed or maintained by Xylophone on behalf of its Clients. In such capacity, Xylophone acts as a data processor or service provider with respect to end-user credentials and authentication data, processing such information pursuant to contractual arrangements with the applicable Client.

By creating an account, authenticating, or otherwise accessing any application, platform, or service for which Xylophone provides Identity Services, you acknowledge and agree that: (a) Xylophone may collect, process, and store your authentication credentials and related account information as necessary to facilitate access to the applicable Client application; (b) Xylophone's provision of Identity Services is subject to these Terms; and (c) the Client's separate terms of service and privacy policy may additionally govern your use of the underlying application or platform.

3. User Accounts and Authentication

Access to certain features and functionalities of the Service may require the creation of a user account ("Account"). Authentication services are provided through Auth0, Inc., a third-party identity management platform ("Authentication Provider"). You may establish an Account using the following credentials:

• A valid email address; or
• A valid telephone number capable of receiving SMS messages.

By creating an Account, you represent and warrant that: (a) all information provided during registration is accurate, current, and complete; (b) you will maintain and promptly update such information to keep it accurate, current, and complete; (c) you have the legal capacity to enter into this Agreement; and (d) you are not a person barred from using the Service under applicable law.

You are solely responsible for: (i) maintaining the confidentiality and security of your Account credentials; (ii) all activities that occur under or through your Account, whether or not authorized by you; and (iii) immediately notifying the Company of any unauthorized access to or use of your Account. The Company shall not be liable for any loss or damage arising from your failure to comply with the foregoing obligations.

The Company reserves the right to suspend, disable, or terminate your Account at any time, with or without notice, for any reason, including, without limitation, if the Company reasonably believes that you have violated any provision of these Terms.

4. Consent to Electronic Communications

By providing your email address or telephone number in connection with Account registration or authentication, you expressly consent to receive electronic communications from the Company, including communications transmitted via Short Message Service (SMS), email, or other electronic messaging protocols. Such consent constitutes your agreement to receive communications as described herein and satisfies any legal requirements that such communications be in writing.

Communications transmitted pursuant to this Section 4 shall be strictly limited to the following categories:

• One-time passcodes ("OTPs") and verification codes necessary to complete authentication;
• Security alerts and notifications pertaining to your Account, including notices of suspicious activity, unauthorized access attempts, or credential changes; and
• Critical service announcements materially affecting your ability to access or use the Service.

Exclusions: The Company expressly disclaims any intention to transmit marketing communications, promotional materials, advertising content, or any communications unrelated to Account security, authentication, or critical service functionality. No such communications shall be sent absent separate, affirmative consent.

Message Frequency and Charges: Message frequency is contingent upon your authentication activity; messages are transmitted only upon User-initiated login attempts or in response to security events requiring immediate attention. Standard message and data rates imposed by your wireless carrier may apply to SMS communications. The Company bears no responsibility for any charges assessed by your carrier in connection with such messages.

5. Revocation of Consent; Opt-Out Procedures

Notwithstanding the consent granted in Section 4, you may revoke your consent to receive electronic communications at any time through the following mechanisms:

• SMS Communications: Transmit the keyword "STOP" in reply to any SMS message received from the Company. Upon receipt of such request, the Company shall cease SMS communications within a commercially reasonable timeframe, and shall transmit a single confirmation message acknowledging your opt-out request.
• Email Communications: Utilize the unsubscribe mechanism contained within any email communication, or submit a written request to the Company at the contact information set forth in Section 13.
• Account Preferences: Modify your communication preferences through the Account settings interface, where available.

For SMS assistance or support, transmit the keyword "HELP" in reply to any SMS message, or contact the Company directly using the information provided in Section 13.

Effect of Opt-Out: You acknowledge and agree that revocation of consent to receive electronic communications may materially impair or preclude your ability to access certain features or functionalities of the Service that require verification via email or SMS, including, without limitation, Account authentication. The Company shall not be liable for any loss of access or functionality resulting from your election to opt out of communications.

6. Cookies and Session Management Technologies

The Service employs cookies and similar session management technologies ("Session Technologies") to facilitate authentication, maintain session state, and provide a seamless user experience across interactions with the Service. These Session Technologies are strictly necessary for the proper functioning of the Identity Services and are classified as essential cookies under applicable privacy regulations.

By accessing or using the Service, you consent to the deployment and use of Session Technologies on your device. The Company does not utilize cookies or similar technologies for behavioral advertising, cross-site tracking, or any purpose unrelated to the provision of Identity Services.

You may configure your browser settings to reject or delete cookies; however, doing so may impair the functionality of the Service and your ability to authenticate. The Company disclaims any liability for degradation of Service functionality resulting from your browser configuration choices.

7. Prohibited Conduct

As a condition of your access to and use of the Service, you agree that you shall not, and shall not permit any third party to, engage in any of the following prohibited activities:

• Use the Service for any purpose that is unlawful, fraudulent, or prohibited by these Terms, or in furtherance of any illegal activity;
• Attempt to gain unauthorized access to the Service, other user Accounts, or any computer systems or networks connected to the Service, whether through hacking, password mining, credential stuffing, or any other means;
• Interfere with, disrupt, or impose an unreasonable burden on the Service, its servers, or the networks connected thereto, including through denial-of-service attacks or similar methods;
• Impersonate any person or entity, or falsely state or misrepresent your affiliation with any person or entity;
• Use any robot, spider, scraper, or other automated means to access the Service without the Company's express prior written consent;
• Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the Service or any underlying technology;
• Circumvent, disable, or otherwise interfere with any security-related features of the Service or features that prevent or restrict use or copying of any content; or
• Engage in any activity that could damage, disable, overburden, or impair the proper functioning of the Service.

Violation of this Section 7 may result in immediate termination of your access to the Service, without notice or liability, and may subject you to civil and criminal penalties.

8. Intellectual Property Rights

The Service, including all content, features, functionality, software, text, graphics, logos, trademarks, service marks, and other materials contained therein (collectively, "Company IP"), are owned by the Company, its licensors, or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws.

Subject to your compliance with these Terms, the Company grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Service solely for your personal, non-commercial purposes in connection with Account authentication. This license does not include any right to: (a) modify, reproduce, distribute, or create derivative works based upon the Company IP; (b) use any data mining, robots, or similar data gathering or extraction methods; (c) download (other than page caching) any portion of the Service, except as expressly permitted; or (d) use the Service or Company IP for any purpose not expressly permitted by these Terms.

All rights not expressly granted herein are reserved by the Company. Any unauthorized use of the Company IP terminates the license granted herein and may violate applicable laws, including copyright and trademark laws.

9. Disclaimer of Warranties

THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE COMPANY EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE.

WITHOUT LIMITING THE FOREGOING, THE COMPANY MAKES NO WARRANTY OR REPRESENTATION THAT: (A) THE SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS; (B) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (C) THE RESULTS OBTAINED FROM USE OF THE SERVICE WILL BE ACCURATE OR RELIABLE; (D) ANY ERRORS OR DEFECTS IN THE SERVICE WILL BE CORRECTED; OR (E) THE SERVICE OR THE SERVERS THAT MAKE THE SERVICE AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

YOU ACKNOWLEDGE THAT THE COMPANY HAS NO CONTROL OVER, AND NO DUTY TO TAKE ANY ACTION REGARDING: THE CONDUCT OF USERS OR THIRD PARTIES; WHAT EFFECTS THE SERVICE MAY HAVE ON YOU; OR HOW YOU MAY INTERPRET OR USE THE SERVICE. THE COMPANY DISCLAIMS ALL LIABILITY FOR ANY THIRD-PARTY SERVICES, INCLUDING THE AUTHENTICATION PROVIDER.

10. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE COMPANY, ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, LICENSORS, OR SERVICE PROVIDERS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES, REGARDLESS OF WHETHER SUCH DAMAGES ARE BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, AND EVEN IF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE COMPANY'S TOTAL CUMULATIVE LIABILITY TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE, WHETHER IN CONTRACT, TORT, OR OTHERWISE, SHALL NOT EXCEED THE GREATER OF: (A) THE AMOUNTS PAID BY YOU TO THE COMPANY, IF ANY, DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM; OR (B) ONE HUNDRED UNITED STATES DOLLARS (USD $100.00).

THE LIMITATIONS SET FORTH IN THIS SECTION SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY AND TO THE FULLEST EXTENT PERMITTED BY LAW. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES; ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

11. Indemnification

You agree to indemnify, defend, and hold harmless the Company and its affiliates, officers, directors, employees, agents, licensors, and service providers from and against any and all claims, liabilities, damages, losses, costs, expenses, or fees (including reasonable attorneys' fees) arising out of or relating to: (a) your use of the Service; (b) your violation of these Terms; (c) your violation of any rights of any third party; or (d) your negligence or willful misconduct. The Company reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and you agree to cooperate with the Company's defense of such claims.

12. Modifications to Terms

The Company reserves the right, in its sole discretion, to modify, amend, or replace these Terms at any time. If a revision is material, as determined by the Company in its sole discretion, the Company will provide reasonable notice prior to any new terms taking effect. What constitutes a material change will be determined at the Company's sole discretion.

By continuing to access or use the Service after any revisions become effective, you agree to be bound by the revised Terms. If you do not agree to the new Terms, you are no longer authorized to use the Service and must discontinue use immediately. It is your responsibility to review these Terms periodically for changes.

13. Governing Law and Dispute Resolution

These Terms and any dispute or claim arising out of or in connection with them or their subject matter (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of the State of Delaware, United States of America, without giving effect to any choice or conflict of law provision or rule.

Any legal action or proceeding arising out of or relating to these Terms or the Service shall be instituted exclusively in the federal courts of the United States or the courts of the State of Delaware, and you irrevocably submit to the exclusive jurisdiction of such courts in any such action or proceeding. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.

WAIVER OF JURY TRIAL: TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE.

14. Severability

If any provision of these Terms is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other provision of these Terms, and these Terms shall be construed as if such invalid, illegal, or unenforceable provision had never been contained herein. The remaining provisions shall continue in full force and effect, and the parties shall negotiate in good faith to replace any invalid, illegal, or unenforceable provision with a valid provision that most closely approximates the intent and economic effect of the original provision.

15. Entire Agreement

These Terms, together with the Privacy Policy and any other agreements expressly incorporated by reference herein, constitute the entire agreement between you and the Company concerning the Service and supersede all prior or contemporaneous communications, proposals, and agreements, whether oral or written, between you and the Company with respect to the Service. In the event of any conflict between these Terms and any other agreement you may have with the Company, these Terms shall govern with respect to your use of the Service, unless such other agreement expressly provides otherwise.

16. Contact Information

For questions, notices, or communications regarding these Terms, please contact the Company at:

All notices to the Company shall be in writing and shall be deemed given upon receipt. Notices to you may be made via email to the address associated with your Account or by posting to the Service.