xBoox Terms of Service

DEVELOPMENT PREVIEW — DRAFT — NOT FOR USER ACCEPTANCE This incomplete document may be displayed only as a clearly labelled preview on the development Portal. It has not been approved by Canadian legal counsel and is not an effective agreement. It must not be presented during sign-up, accepted, enforced, or relied on as customer terms until every release blocker below is resolved and its governed status is changed.

Release blockers

The following items require an Executive decision and, where appropriate, Canadian legal review before these Terms can be released:

• the legal and business address of XFUTURE SYSTEMS LTD.;
• Canadian legal review of the Executive-approved British Columbia

governing-law and court-venue wording, including any mandatory jurisdiction-specific dispute rights or process;

• the final legal-notice and customer-support scope, operational monitoring,

and receipt rules for the designated admin@xboox.ca contact or any separate channels;

• implementation and Canadian legal review of the Executive-approved Canadian

age-of-majority and business-purpose direction, including mandatory rights, province/territory-specific requirements and exact eligibility criteria;

• the exact complimentary period and any future paid-plan pricing, taxes,

payment authorization, renewal notice, cancellation, and refund rules;

• a legally reviewed limitation-of-liability cap, including its amount or

formula and applicable carve-outs;

• implementation and verification of the approved non-renewal lifecycle,

including export-only access, closure, restoration, retention, deletion, backup/provider residuals, exceptions, and evidence;

• completion of LQ-026 and accurate final wording before Google Cloud Vision

Receipt Capture OCR is enabled in prd;

• the minimum age and other eligibility requirements;
• an approved Privacy Policy and its public URL;
• an approved Accounting, Tax, and Legal Disclaimer, its public URL, and

Canadian legal review of the document hierarchy stated in sections 6 and 20; and

• the effective date, version identifier, and acceptance-recording process for

these Terms.

No monetary or formula-based liability cap is stated in this draft. This is a release blocker. These Terms must not be used for user acceptance until counsel and the Executive approve and insert the cap and related carve-outs.

1. About these Terms

These Terms of Service (the Terms) govern access to and use of xBoox, a bookkeeping product operated by XFUTURE SYSTEMS LTD. (XFUTURE, we, us, or our). xBoox is the product and brand name. The xBoox websites, applications, workspaces, and related services that we make available from time to time are collectively the Service.

When approved and made effective, these Terms will form an agreement between XFUTURE and the eligible person or organization that accepts them. A sole proprietor accepts these Terms personally for their authorized business use. If you accept for a company or another organization, you includes that organization, and you represent that you have authority to bind it.

An invited accountant or adviser accepts these Terms personally for their own account and access. If they use xBoox in the course of work for a firm or other organization, they also represent that they are authorized to do so and to handle the Workspace information made available to them. Their firm does not become a contracting customer of XFUTURE merely because the person accepts an invitation; a firm becomes a party only if it is expressly identified as the customer in these Terms or in a separate written agreement with XFUTURE.

If mandatory law gives you rights that cannot be waived or limited by contract, nothing in these Terms waives or limits those rights. Any provision that conflicts with a non-waivable right applies only to the maximum extent the law permits.

2. Eligibility and accounts

EXECUTIVE-APPROVED DIRECTION — NOT IMPLEMENTED OR EFFECTIVE The approved product direction is Canadian business-purpose bookkeeping for self-employed or sole-proprietor users, authorized corporation representatives, and invited accountants or advisers. British Columbia is expected to be the principal early market, and early adoption may be concentrated there; that commercial focus is not an exclusive service territory or a BC-location requirement for an account or Workspace. Professionals and businesses elsewhere in Canada are part of the intended product market. Account users must meet the final age, legal-capacity, authority, and role requirements. xBoox is not intended as general personal, family, or household budgeting software.

Availability, supported tax settings, and feature coverage may vary by province or territory. A province or territory tax setting is bookkeeping configuration; it does not by itself establish a user's location, legal capacity, authority, or suitability for every provincial, territorial, tax, or professional requirement.

Product positioning does not determine a person's status under applicable law or remove a mandatory consumer or other non-waivable right. Before these Terms can be used for public registration or acceptance, Canadian counsel must review the exact age, capacity, business-purpose, geographic, representative-authority, and edge-case rules; the Executive must approve any required refinements; and the product must implement the eligibility and acceptance controls recorded under LQ-025. The final rules must address province/territory availability and mandatory requirements, users outside a Workspace's province or territory, access from outside Canada, temporary travel, relocation, and any future expansion beyond Canada.

You must provide accurate account information, keep it current, and use the authentication method made available by xBoox. You must protect your sign-in credentials and authentication devices, must not share them, and must promptly notify us through the approved support or security channel if you suspect unauthorized access. You are responsible for activity under your account to the extent caused by your acts or omissions, subject to applicable law.

You must not create an account for another person without authority, impersonate anyone, or use false or misleading identity information. We may require reasonable information to confirm identity, authority, or account ownership before acting on an account request.

3. Workspaces, roles, and invitations

The Service organizes records in Workspaces. A person who creates or controls a Workspace (the Workspace Owner) is responsible for:

• ensuring that the Workspace is used only for an authorized business-purpose

bookkeeping use permitted by these Terms;

• deciding who may access it and assigning appropriate roles;
• confirming that invited users, including accountants or other advisers, are

authorized to receive the invitation and access the Workspace data;

• sending invitation links securely and revoking access when it is no longer

required; and

• monitoring activity and records within the Workspace.

An invitation link may reveal limited invitation information and allow its intended recipient to begin the acceptance process. It does not by itself grant full Workspace access; the invited user must complete the authentication and acceptance requirements then in effect. Do not forward or publish an invitation link. An invited user must use their own account and may access a Workspace only for the purpose and duration authorized by the Workspace Owner.

An invited accountant or adviser is selected by the Workspace Owner and acts for the Workspace Owner or their own firm, not for XFUTURE. The invitation does not make that person an employee, agent, partner, subcontractor, or endorsed professional of XFUTURE, and XFUTURE does not supervise or guarantee their services, credentials, advice, or work.

Roles and permissions are used to limit what users can do, but they do not replace the Workspace Owner's responsibility to choose appropriate users and review their access. We may change role names, permissions, or collaboration features as the Service evolves. A material change to access to personal information remains subject to applicable law and any authorization, notice, or consent it requires. If a person loses authority to act for an organization, the organization must promptly remove that person's access and notify us if it cannot do so through the Service.

4. The Service and current functionality

xBoox provides bookkeeping and related workspace, transaction, import, attachment, reporting, working-paper, and collaboration tools that we make available from time to time. Available functions may depend on the bookkeeping setup, Workspace configuration, user role, jurisdiction, device, or release stage.

Product screens and Help Center content provide operational information about the Service at the relevant time. They may be updated and do not expand these Terms or promise that a particular feature, workflow, report, file format, integration, or third-party service will remain available. Import and export functions support only the formats displayed in the Service at the relevant time. A capability is included only when the Service expressly presents it as currently available.

Receipt Capture, OCR, automated extraction, confidence scores, Category suggestions, duplicate indicators, and bank-match recommendations are review assistance only when displayed as available. They may depend on an external provider, may be limited by environment or usage controls, and do not post or verify a final bookkeeping record unless an authorized user completes the confirmation step presented by the Service.

Features labelled as preview, beta, development, experimental, incomplete, or similar may contain errors and may be changed, restricted, or withdrawn. Do not use an incomplete feature as the only system for a legal, tax, financial, compliance, or records-retention obligation.

5. Your records and responsibilities

You retain the rights you have in information, records, files, attachments, and other content that you or an authorized user submit to the Service (User Data). You are responsible for the legality, accuracy, completeness, quality, and source of User Data and for having all rights, notices, consents, and other authority required to collect it and provide it to us for the purposes described in these Terms and the Privacy Policy.

You grant XFUTURE a non-exclusive, worldwide licence to host, store, reproduce, process, transmit, display, and otherwise use User Data only as reasonably necessary to provide, maintain, secure, troubleshoot, and support the Service; comply with law and valid legal process; and enforce these Terms. This licence does not transfer ownership of User Data to XFUTURE. It applies only for the stated purposes and continues for retained copies only to the extent reasonably necessary for lawful retention, technical processing, security or evidence preservation, and the final retention and termination rules approved for the Service.

You must keep independent copies of source documents, supporting evidence, and records needed for business, accounting, tax, legal, or regulatory purposes. The Service is not your sole archive. Some on-screen or downloadable exports may be available, but we do not promise that every data type can be exported, that an export will reproduce the entire Workspace, or that any export format will remain available. The approved future non-renewal direction provides a 90-day period for supported export functions, as described in section 12, but that access and a complete Workspace export are not currently implemented.

You must review and correct receipt images, extracted text, merchant, dates, amounts, taxes, tips, currency, Categories, duplicate indicators, matches, and draft transactions before posting or relying on them. A source image, OCR result, or suggested value does not establish that a transaction is complete, accurate, deductible, reconciled, compliant, or supported for a particular purpose.

6. Bookkeeping, tax, and professional-services disclaimer

xBoox is a software tool. XFUTURE is not acting as your accountant, bookkeeper, auditor, tax adviser, lawyer, financial adviser, fiduciary, or filing agent by providing the Service. The Service does not provide professional advice, assurance, audit opinions, legal conclusions, tax filings, or a guarantee that records or reports comply with laws, accounting standards, lender requirements, or government rules.

Outputs depend on the information, classifications, settings, dates, and instructions supplied by users. You must review transactions, account mappings, tax settings, reconciliations, reports, journal entries, supporting documents, and exports before relying on them. You are responsible for obtaining advice from a qualified professional where appropriate and for meeting filing, payment, recordkeeping, and other deadlines.

Selecting Mark Ready for Accountant records a durable workflow status only. The resulting Ready for Accountant status does not lock or close a period, create closing entries, prevent later edits, file a return, approve or audit records, or establish compliance.

The separate Accounting, Tax, and Legal Disclaimer supplements this section and, when the approved versions are published, is incorporated into these Terms. If the Disclaimer conflicts with these Terms, these Terms control. The Disclaimer does not override an express obligation in a separate written agreement signed by XFUTURE or a right that cannot lawfully be limited.

7. Acceptable use

You may use the Service only for lawful, authorized purposes and in accordance with these Terms. You must not, and must not help anyone else to:

• access or use another person's account, Workspace, invitation, or User Data

without authorization;

• upload unlawful, infringing, deceptive, malicious, or harmful content, or

personal or confidential information that you are not authorized to process;

• introduce malware or code intended to damage, disrupt, intercept, or gain

unauthorized access to systems or data;

• probe, scan, test, or circumvent security, authentication, permissions, rate

limits, or technical controls, except under our written authorization for a defined security-testing program;

• reverse engineer or attempt to extract source code except to the limited

extent applicable law expressly permits despite this restriction;

• scrape, harvest, or use automated means to access the Service in a manner that

creates unreasonable load or is not provided or approved by us;

• resell, sublicense, lease, or provide the Service to third parties unless a

separate written agreement permits it;

• use the Service to violate intellectual-property, privacy, consumer,

employment, tax, anti-spam, export-control, sanctions, or other applicable laws; or

• misrepresent the source, accuracy, approval, or legal effect of an xBoox

record, report, export, or status.

We may investigate suspected misuse and preserve or disclose information when reasonably necessary to protect users or the Service, enforce these Terms, or comply with law and valid legal process. Any handling of personal information remains subject to applicable privacy law and the Privacy Policy.

8. Third-party services and components

The Service relies on third-party providers for functions such as hosting, identity and authentication, storage, content delivery, software libraries, and internet infrastructure. Your use of a third-party feature may also be subject to the provider's terms and privacy practices.

We do not control every third-party service and are not responsible for a third party's independent acts, content, terms, or service changes. A third party outage, restriction, or change may affect the Service. This paragraph does not exclude responsibility that applicable law makes non-waivable and does not reduce any express commitment in a separate written agreement signed by XFUTURE.

Links to third-party sites are provided for convenience and do not imply an endorsement. You are responsible for reviewing third-party terms before using those sites or services.

9. Privacy

Our collection, use, and disclosure of personal information must be described in an approved xBoox Privacy Policy. That policy and its public URL are release blockers for these Terms. The Privacy Policy will not be replaced by broad or bundled consent in these Terms where separate or more specific consent is required by law.

You must not use a Workspace to collect or share personal information unless you have a lawful purpose and the required authority, notices, and consents. Workspace Owners and users remain responsible for their own obligations when they decide why and how personal information is entered into or used in the Service.

10. Fees, subscriptions, cancellation, and refunds

The approved initial direction is a small, invite-only early release offered without a subscription fee and operated principally for early users in British Columbia. That operational focus is not a permanent geographic promise or a representation that every invited user or data subject is located in British Columbia.

XFUTURE may later offer a paid renewal or paid plan. A user will not incur a charge merely because they participated in the complimentary early release. Applicable prices, taxes, payment authorization, billing frequency, renewal notice, cancellation and refund rules must be displayed and accepted before a charge is incurred. If a required renewal is not completed, the approved non-renewal lifecycle in section 12 is intended to apply.

RELEASE BLOCKER: the exact complimentary period and all future paid-plan terms remain undecided, and no payment or renewal workflow is verified. This draft must not promise a full complimentary year, automatic renewal, a price, refund, cancellation outcome, or notice period until each is approved, implemented, and legally reviewed.

11. Changes to the Service

We may add, modify, limit, suspend, or discontinue all or part of the Service to improve it, address security or legal concerns, respond to third-party changes, prevent harm, or manage business and technical needs. We may also set or change reasonable usage limits.

We may provide notice of a material discontinuation when reasonably practicable. Advance notice may not be possible for an urgent security, legal, abuse, or third-party infrastructure issue. This section does not create an uptime, service-level, support-response, backup, recovery, notice-period, or feature-availability guarantee, except to the extent applicable law or an approved paid-plan agreement requires otherwise.

12. Suspension and termination

We may restrict or suspend access if we reasonably believe that:

• an account or Workspace is being used in breach of these Terms or law;
• continued access presents a security, privacy, fraud, abuse, or harm risk;
• action is required by law, a court, a regulator, or valid legal process;
• access could harm the Service, another user, or a third party; or
• we need to investigate a credible incident or ownership dispute.

Where we consider it appropriate in the circumstances, we may limit a restriction to the affected account, Workspace, data, or function and may provide notice or an opportunity to address the issue. We may act without advance notice when delay could increase risk or violate law. Suspension does not decide ownership of User Data or waive any rights or remedies.

We may terminate access for a material or repeated breach, unlawful use, a risk that cannot reasonably be mitigated, or discontinuation of the Service. We may also terminate an account or offering for legitimate business or technical reasons, subject to any notice, refund, or other restriction required by applicable law or an approved paid-plan agreement. A security, legal, abuse, or ownership restriction may prevent export or restoration and is not governed by the ordinary non-renewal process below.

For an ordinary failure to complete a required renewal, the approved business direction is:

1. ordinary use of the affected Workspace is suspended immediately, but the

Workspace Owner may remain signed in or sign in for export only for 90 days using the supported export functions then available;

1. after the 90-day export period, the affected Workspace is closed and export

and ordinary access to that Workspace end; an implemented renewal path may still allow the Workspace Owner to authenticate for renewal and restoration;

1. one 12-month retention/restoration period runs from the non-renewal

effective date, so the 90-day export period is included within, and does not extend, that 12-month period;

1. after export access ends, the affected Workspace data remains in a

restricted recoverable archive for the balance of the same 12-month period;

1. completing an available renewal at any time within the overall 12 months may

restore ordinary use; and

1. when the overall 12-month period expires, primary Workspace data is deleted

or de-identified, except for information that must remain because of a legal hold, applicable law, a live dispute, or an approved minimum company-record requirement.

Non-renewal of one Workspace does not by itself terminate the user's identity account or access to another Workspace for which the user remains authorized. The minimum implementation direction is that invited accountants and other members lose access to the non-renewed Workspace when ordinary use is suspended; export and renewal are limited to the Workspace Owner. If the Owner cannot act, XFUTURE may require evidence of legal authority before deciding whether another representative may export or renew. No representative-access exception is promised until it is approved, implemented, and displayed by the Service.

Downloaded exports remain under the user's control. Deletion from primary systems may not immediately remove residual copies governed by a verified backup or provider lifecycle.

RELEASE BLOCKER: this non-renewal lifecycle is approved as a business rule but is not implemented or effective. The product must implement and test the state transitions, supported export scope, notices, restoration, D1/R2/Auth0 and provider deletion, backup expiry, legal-hold exceptions, and deletion evidence. Until then, xBoox must not present export-only access, a restoration right, or a deletion date as an available capability. Product exports must not be described as containing “all data” unless their verified scope supports that statement.

Sections that by their nature should continue after termination, including sections on ownership, User Data responsibilities, disclaimers, liability, indemnity, and general legal terms, survive to the extent permitted by law.

13. XFUTURE intellectual property

XFUTURE and its licensors own the Service, including its software, design, branding, documentation, and other materials, except for User Data and third-party materials. Subject to these Terms, we grant you a limited, non-exclusive, non-transferable, non-sublicensable, revocable right to access and use the Service for your authorized business-purpose bookkeeping role, including access expressly granted by a Workspace Owner, during the term of your account. No other right is granted by implication.

You may identify xBoox as a tool you use, but you may not use XFUTURE or xBoox names, logos, or marks in a way that suggests sponsorship, endorsement, or partnership without written permission.

If you voluntarily provide suggestions or feedback, you grant XFUTURE a worldwide, perpetual, irrevocable, royalty-free, non-exclusive right to use and incorporate that feedback without payment or obligation to you. Do not provide feedback that you do not have the right to share. This feedback licence does not transfer ownership of User Data or authorize the use of personal information outside the Privacy Policy.

14. Disclaimers

To the maximum extent permitted by applicable law, the Service is provided “as is” and “as available.” XFUTURE disclaims implied warranties and conditions, including merchantability, fitness for a particular purpose, title, non-infringement, accuracy, completeness, and those arising from a course of dealing or usage of trade.

We do not warrant that the Service will be uninterrupted, error-free, fully secure, compatible with every device or system, or that data or results will be accurate, complete, preserved, or suitable for a particular accounting, tax, legal, or business purpose. No Help Center article, support response, roadmap, demonstration, or oral statement creates a warranty unless it is expressly included in a written agreement signed by an authorized representative of XFUTURE.

Some jurisdictions do not allow certain warranty exclusions. In that case, these exclusions apply only to the extent permitted, and all mandatory and non-waivable rights remain available.

15. Limitation of liability

To the maximum extent permitted by applicable law, XFUTURE and its affiliates, directors, officers, employees, agents, licensors, and service providers will not be liable for indirect, incidental, special, exemplary, punitive, or consequential loss, or for loss of profits, revenue, business opportunities, goodwill, or data, arising from or related to the Service or these Terms, even if advised that the loss was possible. This exclusion does not apply where applicable law prohibits it or to liability that cannot lawfully be excluded.

Any final liability section must be balanced with legally reviewed exclusions and carve-outs, including as appropriate for fraud, wilful misconduct, gross negligence, breach of confidentiality or privacy obligations, intellectual- property infringement, indemnity obligations, personal injury, and mandatory consumer rights.

RELEASE BLOCKER — LIABILITY CAP: no aggregate monetary or formula-based liability cap has been approved or stated. Counsel and the Executive must approve and insert the cap, its measurement period, its application to free or trial use, and all carve-outs before publication. Until then, this section is incomplete and these Terms must not be used for user acceptance.

16. Indemnity for third-party claims

To the extent permitted by law, if you use the Service for a business or other organization, that organization will defend and indemnify XFUTURE and its directors, officers, employees, and agents against a third-party claim, damage, judgment, penalty, and reasonable external legal cost arising from:

• User Data that the organization or its users submit without required rights,

authority, notices, or consent;

• the organization's unlawful or unauthorized use of the Service;
• a material breach of these Terms by the organization or its users; or
• the organization's infringement or violation of a third party's rights.

This indemnity does not apply to the extent a claim results from XFUTURE's own breach of these Terms, negligence, wilful misconduct, or violation of law. We will give reasonably prompt notice of an indemnified claim, allow the indemnifying party to control the defence with qualified counsel, and provide reasonable cooperation at that party's cost. No settlement may admit fault by, impose non-monetary obligations on, or fail to fully release an indemnified party without that party's written consent, not to be unreasonably withheld.

This section applies to consumers only to the extent expressly permitted by applicable consumer-protection law and must not remove a mandatory remedy.

17. Changes to these Terms

We may update these Terms prospectively to reflect changes to the Service, law, risk, or business practices. The final version must specify the approved notice channel and the amount of notice, if any, required for material changes. Where law requires renewed consent, an opportunity to cancel, or another remedy, we will follow that requirement.

Continued use will count as acceptance of updated Terms only where that method is valid under applicable law and the user received the required notice. A change will not retroactively reduce rights or expand obligations for an event that occurred before the change unless law permits and the affected user expressly agrees.

18. Notices and contact information

XFUTURE SYSTEMS LTD. has designated admin@xboox.ca as its current formal company contact email. The intended minimum scope of this mailbox is privacy questions and rights requests, security reports, and legal notices. Ordinary product questions may be directed through the support path displayed in the Service. Sending a message does not create a professional engagement or waive an applicable deadline.

RELEASE BLOCKER: before publication, verify delivery to and monitoring of this mailbox, assign primary and backup monitoring owners, approve its intended scope above, and define when an electronic notice is considered received. Insert XFUTURE's approved legal/business or service address and any legally required alternative delivery method or channel.

Do not send passwords, authentication tokens, full financial records, identity documents, or other sensitive information through an unapproved contact channel.

19. Governing law and disputes

These Terms and any dispute, claim, or proceeding arising out of or relating to the Service or these Terms are governed by the laws of the Province of British Columbia and the federal laws of Canada applicable in British Columbia, without regard to conflict-of-laws rules that would apply another jurisdiction's laws.

This choice of law does not restrict Service availability to British Columbia or displace a mandatory law, right, remedy, or forum that applies elsewhere.

Subject to any mandatory right, remedy, or forum that applicable law does not permit the parties to waive, each party submits to the exclusive jurisdiction of the courts of the Province of British Columbia for any such dispute, claim, or proceeding.

Nothing in this section limits any consumer, privacy, employment, statutory, or other right, remedy, or forum that applicable law does not permit the parties to waive.

RELEASE BLOCKER: Canadian counsel must review this Executive-approved governing-law direction together with the approved initial business direction and unresolved geographic, eligibility, and mandatory-rights implementation under LF-007, LF-008, and LQ-025. This draft does not require arbitration or waive class proceedings.

20. General terms

These Terms, the Accounting, Tax, and Legal Disclaimer incorporated into them, and any other document expressly incorporated into them form the agreement about the Service and replace prior statements about the same subject. The Privacy Policy is a notice describing personal-information handling; it is not a blanket consent form and is not incorporated as a separate set of contractual promises except where these Terms expressly say otherwise.

If the approved Disclaimer conflicts with these Terms, these Terms control. If a separate written agreement signed by XFUTURE and the applicable customer conflicts with these Terms, the signed agreement controls only within its express scope. Nothing in this hierarchy limits a right or duty that applicable law does not permit the parties to waive or alter.

You may not assign these Terms without our prior written consent, except where applicable law gives you a non-waivable right to do so. We may assign these Terms as part of a merger, reorganization, financing, sale of assets, or transfer of the Service, subject to applicable law and any required notice.

If a court finds part of these Terms invalid or unenforceable, that part will be limited or removed to the minimum extent necessary, and the rest will continue in effect where legally possible. A failure to enforce a provision is not a waiver. Waivers must be in writing and apply only to the specific circumstance stated.

XFUTURE is not responsible for delay or failure caused by events beyond its reasonable control, except for obligations that applicable law does not permit XFUTURE to exclude. This provision does not create an uptime, disaster-recovery, or business-continuity commitment.

Headings are for convenience only. Words such as “including” mean “including without limitation.” There are no third-party beneficiaries except the persons expressly protected by the indemnity and liability provisions. The electronic version approved and intentionally presented by XFUTURE will control over an unofficial copy.

---

Draft control note: This document remains draft. It is not an approved legal commitment of XFUTURE SYSTEMS LTD. and must not be published or presented for acceptance until all release blockers are resolved, Canadian legal review is complete, and the governed document status is changed accordingly.