Terms of Service

01 Acceptance of these Terms

You agree to these Terms when you (a) check the "I agree" box at signup, (b) start a free trial, (c) purchase a subscription, or (d) otherwise access the Service. If you do not agree, you must not use the Service.

These Terms incorporate by reference our Privacy Policy, our Acceptable Use guidance below, and any order form, plan, or written addendum that references this agreement.

02 Definitions

• Workspace — the dedicated DeepLXP instance (e.g. yourbrand.deeplxp.com) provisioned for your organization.
• Admin — a Customer user with permission to configure the Workspace, invite Learners, and manage billing.
• Learner — any end user (student, employee, member) who accesses courses delivered through your Workspace.
• Customer Content — courses, lessons, media, quizzes, certificates, branding, and any other material you upload or create in the Service.
• Learner Data — personal data and learning records that DeepLXP processes on your behalf about your Learners.

03 Accounts & workspaces

You must provide accurate signup information and keep it current. You are responsible for the actions of every Admin and Learner using your Workspace, and for keeping credentials and access tokens secure.

We may verify your email address (including via one-time codes) and may refuse, suspend, or remove accounts that appear fraudulent, abusive, or in violation of these Terms.

04 Free trial

We offer a free trial period (typically 14 days) so you can evaluate the Service. During the trial:

• No payment method is required.
• Some features may be limited or capped by plan.
• We may shorten, extend, or modify trial terms at any time.

At the end of the trial, you can subscribe to a paid plan to retain your Workspace and data. If you do not subscribe, we may suspend access and, after a reasonable retention window, delete the Workspace and Customer Content in accordance with our data retention practices.

05 Subscriptions & billing

Paid plans are billed monthly or annually in advance, in the currency shown at checkout. Unless otherwise stated:

• Fees are non-refundable except where required by law.
• Subscriptions renew automatically for successive periods of the same length unless cancelled before the renewal date.
• We may change pricing for future renewal periods with at least 30 days' notice via your Admin email.
• Late or failed payments may result in suspension of the Service after written notice and a reasonable cure period.

Taxes (such as VAT, GST, or sales tax) are your responsibility unless the price is explicitly stated as tax-inclusive.

06 Acceptable use

You agree not to, and not to permit any user to:

• Violate any law, intellectual property right, or third-party right.
• Upload malware, attempt to gain unauthorized access, probe, scan, or test the security of the Service.
• Use the Service to send spam, phishing, harassment, or hate-based content.
• Resell, white-label, or sublicense the Service to a third party except through an authorized DeepLXP reseller agreement.
• Reverse-engineer, decompile, or attempt to extract source code, except to the extent applicable law expressly permits.
• Use the Service to train, fine-tune, or benchmark a competing product or a generative AI model without our prior written consent.

07 Customer content & learner data

You retain all rights to Customer Content. You grant DeepLXP a worldwide, non-exclusive, royalty-free licence to host, transmit, display, back up, and otherwise process Customer Content solely to provide and improve the Service for you.

With respect to Learner Data, you are the data controller (or equivalent) and DeepLXP is the processor acting on your documented instructions. We process Learner Data in line with our Privacy Policy and our standard Data Processing Addendum, which is available on request and incorporated into these Terms where applicable law requires.

08 Intellectual property

The Service, including all software, designs, templates, documentation, trademarks, and the DeepLXP name and logo, is owned by DeepLXP or its licensors and is protected by intellectual property and other laws.

We may use aggregated, de-identified data and metadata derived from your use of the Service to operate, secure, and improve the Service. Such data never identifies you, your organization, or any individual Learner.

09 Third-party services

The Service may integrate with third-party tools (for example payment gateways, email providers, video hosts, or single sign-on providers). Your use of those services is governed by the relevant third-party terms, and we are not responsible for their availability, accuracy, or content.

10 Service availability & support

We aim to keep the Service available 24×7 and target an uptime of at least 99.5% for paid plans, excluding scheduled maintenance and events beyond our reasonable control. Standard support is provided by email at contact@deeplxp.com on business days. Enhanced SLAs and dedicated support are available on Enterprise plans.

11 Suspension & termination

Either party may terminate this agreement on 30 days' written notice. We may suspend or terminate the Service immediately if you (a) materially breach these Terms and fail to cure within 10 days of notice, (b) fail to pay any undisputed fees when due, or (c) use the Service in a way that creates a security, legal, or reputational risk for DeepLXP or other customers.

On termination, your access to the Workspace ends. You may request an export of Customer Content for up to 30 days after termination, after which we may delete the Workspace and all associated data.

12 Disclaimers

Except as expressly set out in these Terms or a written order form, the Service is provided "as is" and "as available". To the maximum extent permitted by law, DeepLXP disclaims all warranties, express or implied, including merchantability, fitness for a particular purpose, non-infringement, and any warranty arising from course of dealing or usage of trade.

DeepLXP is a software platform and does not guarantee any specific learning, certification, accreditation, or business outcome.

13 Limitation of liability

To the maximum extent permitted by law, neither party will be liable for any indirect, incidental, consequential, special, or exemplary damages, or for loss of profits, revenue, data, or goodwill, even if advised of the possibility of such damages.

Each party's total aggregate liability arising out of or relating to these Terms will not exceed the fees actually paid by you to DeepLXP in the twelve (12) months immediately preceding the event giving rise to the claim.

14 Indemnification

You will defend, indemnify, and hold harmless DeepLXP and its officers, directors, employees, and agents from and against any third-party claims, damages, liabilities, and reasonable legal fees arising out of (a) Customer Content, (b) your use of the Service in violation of these Terms or applicable law, or (c) your failure to obtain required consents from your Learners.

15 Governing law & disputes

These Terms are governed by the laws of Delaware, United States of America, without regard to its conflict of laws principles. Any dispute will be resolved in the courts located in that jurisdiction, unless mandatory local law in your region provides otherwise. Nothing in this section prevents either party from seeking urgent injunctive relief.

16 Changes to these Terms

We may update these Terms from time to time. If a change is material, we will notify Admins by email or via an in-product banner at least 30 days before it takes effect. Continued use of the Service after the effective date constitutes acceptance of the updated Terms.

17 Contact us

Questions about these Terms? Reach the DeepLXP team at:

• Support: contact@deeplxp.com
• Privacy & data requests: privacy@deeplxp.com
• Legal entity: DeepLXP, Inc.