THESE TERMS OF SERVICES IS AN ELECTRONIC RECORD IN THE FORM OF AN ELECTRONIC CONTRACT FORMED UNDER APPLICABLE LAWS THE AMENDED PROVISIONS PERTAINING TO ELECTRONIC DOCUMENTS / RECORDS IN VARIOUS STATUTES. THESE TERMS OF SERVICES DOES NOT REQUIRE ANY PHYSICAL, ELECTRONIC OR DIGITAL SIGNATURE.
PLEASE READ THESE TERMS OF SERVICE CAREFULLY. BY ACCESSING OR USING THE PLATFORM, YOU AGREE TO BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE, DO NOT USE THE PLATFORM OR SERVICES.
These Terms of Service (“Terms”) constitute a legally binding agreement between XCalibrate Global Solutions Inc. (“Company,” “we,” “us,” or “our”), a corporation incorporated under the laws of the State of Delaware, United States, with its registered office at 96 Green Street, Northborough, MA 01532, and you, the registered user (“User,” “you,” or “your”) of the Platform.
These Terms govern your access to and use of the website at https://sherlockperformance.com/, the mobile application SherlockSuperCoach.AI™ available on the Google Play Store and Apple App Store, and all associated services (collectively, the “Platform”). These Terms must be read together with the Privacy Policy at https://sherlockperformance.com/privacypolicy/ and any other applicable policies published on the Platform (collectively, the “Terms and Conditions”).
THESE TERMS CONTAIN A BINDING ARBITRATION PROVISION AND CLASS ACTION WAIVER. PLEASE REVIEW SECTION 31 CAREFULLY.
1. ACCEPTANCE OF TERMS
By accessing or using the Platform in any manner, you confirm that you have read, understood, and agree to be bound by these Terms. Your continued use of the Platform following any update to the Terms constitutes acceptance of the revised Terms.
Before using certain areas of the Platform, you may be asked to indicate acceptance by clicking “I Accept,” “I Agree,” “I Consent,” or a similar affirmative action. Such click-through consent constitutes valid, informed, and unambiguous consent under applicable law, including the DPDP Act, GDPR, and CCPA/CPRA.
2. UPDATES TO THESE TERMS
We reserve the right to update, amend, or modify these Terms at any time. For material changes, including changes that affect your rights, the scope of the Services, or our data processing practices, we will provide advance notice by email or through a prominent notice on the Platform no less than 14 days before the changes take effect, unless earlier implementation is required by applicable law.
Non-material updates (such as typographical corrections or clarifications that do not affect your rights) will take effect upon publication. Your continued use of the Platform after the effective date of any update constitutes acceptance of the revised Terms. GDPR / DPDP Act Note: Where a material change affects the basis on which we process your personal data, we will seek fresh consent where required by applicable law before the change takes effect.
3. DESCRIPTION OF SERVICES
The Platform provides AI-powered coaching and professional development services (“Services”), including but not limited to:
● Personalised, on-demand AI coaching conversations (“AI Coach” or “Coach”);
● Assessments, simulations, and self-reflection tools powered by artificial intelligence;
● Behavioural insights and professional development analytics generated from user interactions;
● Access to coaching content, frameworks, and methodologies developed by XCalibrate.
The Services are designed to support employee development, self-reflection, and professional skill-building. The Services are supplementary to, and do not replace, human coaching, HR professionals, or any form of professional advice.
AI TRANSPARENCY NOTICE: The coaching provided on this Platform is delivered by an artificial intelligence system, not a human coach. You are interacting with an AI. All coaching outputs are advisory in nature only. See Section 9 for full AI-specific terms.
You may access the Services as an individual user or as part of your employer’s enterprise-level arrangement with us (a “Corporate Plan”). XCalibrate reserves the right to update, modify, or discontinue any feature or element of the Services at any time, with reasonable notice to affected users where practicable.
4. ELIGIBILITY AND ACCOUNT REGISTRATION
(a) You must be at least 18 years of age to use the Platform. By using the Platform, you affirm that you meet this requirement and are legally capable of entering into a binding contract under applicable law. Persons who are incompetent to contract under applicable law, including minors, un-discharged insolvents, and persons of unsound mind, may not use the Platform.
(b) To access the Services under a Corporate Plan, you must register an Account. In doing so, you agree to: (i) provide accurate, complete, and current information; (ii) promptly update your Account to reflect any changes; (iii) authorise XCalibrate to verify your Account information as reasonably required; and (iv) accept all applicable policies. You may not impersonate any person or use an account you are not authorised to use.
(c) You are solely responsible for maintaining the confidentiality of your Account credentials. You must notify XCalibrate immediately of any unauthorised use of your Account at sherlocksupport@sherlocksupercoach.ai XCalibrate will not be liable for any loss resulting from unauthorised use of your Account arising from your failure to maintain the security of your credentials.
(d) XCalibrate reserves the right to suspend or terminate your Account if you provide false, inaccurate, incomplete, or outdated information, or if XCalibrate reasonably suspects such information to be unreliable. One Account may only be used by one User. Shared or multi-user access to a single Account is not permitted.
(e) Children and Minors: The Platform is not directed at, and XCalibrate does not knowingly permit the registration of, any person under 18 years of age. If XCalibrate becomes aware that an Account has been created by or for a minor, it will terminate that Account and delete associated data without delay.
5. PLATFORM LICENSE
(a) Subject to your compliance with these Terms, XCalibrate grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable licence to access and use the Platform solely for your personal, non-commercial use in connection with the Services.
(b) You must not: copy, adapt, modify, prepare derivative works of, distribute, sell, sublicense, publicly display or perform, broadcast, or otherwise exploit the Platform or Services except as expressly permitted under these Terms. This includes, without limitation, capturing screenshots, reproducing questions or content, or recording coaching sessions.
(c) No licences or rights are granted by implication or otherwise under any intellectual property rights owned or controlled by XCalibrate or its licensors, except as expressly set out in these Terms. All intellectual property rights in the Platform vest in XCalibrate.
(d) You may not permit, enable, or facilitate other persons to access the Services through your Account.
6. RULES AND CODE OF CONDUCT
You agree to use the Platform only in accordance with these Terms and applicable law. Without limiting the foregoing, you must not:
6.1 Prohibited Content
(a) Upload, transmit, or share any content that: (i) violates any applicable law or regulation; (ii) infringes any intellectual property right of a third party; (iii) is threatening, abusive, harassing, defamatory, fraudulent, or deceptive; (iv) impersonates any person or entity; (v) contains malware, viruses, or other harmful code; (vi) is harmful to minors; (vii) promotes hatred, discrimination, or unlawful activity; or (viii) is patently false and intended to mislead.
6.2 Prohibited Technical Actions
(b) You must not: (i) impose a disproportionate load on XCalibrate’s infrastructure; (ii) interfere with the proper functioning of the Platform; (iii) bypass or circumvent any security or access controls; (iv) reverse engineer, decompile, or disassemble any part of the Platform; (v) use automated tools such as bots, spiders, or scraping tools to access the Platform; or (vi) attempt to derive source code or algorithms from the Platform.
6.3 Prohibited Commercial Actions
(c) You must not access the Platform or other Users’ information in order to build a competing product or service, or for the purpose of soliciting, recruiting, or inviting other Users to external programmes or events without XCalibrate’s prior written consent.
6.4 Reporting
You agree to notify XCalibrate promptly of any technical issues, security vulnerabilities, or suspected unauthorised access at sherlocksupport@sherlocksupercoach.ai
XCalibrate reserves the right to disable any Account, remove content, or restrict access to the Platform at any time where XCalibrate reasonably believes a violation of these Terms has occurred or is likely to occur. XCalibrate will retain records of prohibited conduct for at least 90 days for regulatory and law enforcement purposes, in accordance with applicable law.
7. USE OF YOUR INFORMATION
(a) XCalibrate will use the information you provide only as permitted by our Privacy Policy and applicable law. Our
Privacy Policy is incorporated into these Terms by reference and forms part of the Terms and Conditions. You are
encouraged to review the Privacy Policy carefully.
(b) You may only provide information that you own or have the right to share. You must not provide false, inaccurate,
or misleading information.
(c) XCalibrate maintains an internal data retention and destruction policy. While XCalibrate makes commercially
reasonable efforts to ensure the availability of your data, it will not be liable for loss of data caused by third-party cloud
provider failures or events outside its reasonable control.
(d) XCalibrate may preserve or disclose your information where required by applicable law, court order, regulatory
authority, or governmental request; to enforce these Terms; to address fraud, security, or technical issues; or to protect
the rights, property, or safety of the Platform, its users, or the public.
GDPR / DPDP Act Note: Your data rights, including rights of access, correction, erasure, restriction, portability, and
objection, are set out in full in our Privacy Policy (Section 11). To exercise these rights, contact
sherlocksupport@sherlocksupercoach.ai
8. DATA USAGE AND INSIGHTS:
(a) Data generated through your AI coaching sessions, assessments, and simulations will be collected and processed to
deliver personalised coaching insights and to support your professional development. Processing is conducted in
accordance with our Privacy Policy and applicable law.
By using the Services, you acknowledge and agree that:
(i) Coaching outputs, insights, and recommendations generated by the AI Coach are personalised guidance tools
only. They do not constitute professional advice of any kind. You are solely responsible for any decisions you
make based on coaching outputs, and XCalibrate will not be liable for any such decisions or their consequences.
(ii) XCalibrate will use your data strictly for providing the Services and will not tamper with, falsify, or misuse
your data.
(iii) XCalibrate may share your data with governmental or regulatory authorities where required by applicable
law, court order, or regulatory mandate.
(iv) Coaching insights are developmental guidelines, not binding assessments or determinations of your
professional capability, character, or suitability for any role or purpose.
(v) For Corporate Plan Users: anonymised and aggregated insights derived from your interactions may be shared
with your employer organisation. XCalibrate ensures that such data is aggregated and anonymised such that no
individual User can be identified from the information provided to the employer. Individual coaching
conversation content will not be shared with your employer without your explicit consent.
(vi) XCalibrate will not use your coaching interaction data to train general-purpose AI models or to develop
products or services for third parties without your explicit, prior consent.
Important: The AI Coach is not a licensed therapist, psychologist, medical professional, or legal advisor. Coaching
sessions are not a substitute for professional psychological, medical, or legal advice. If you are experiencing a mental
health crisis, please seek immediate professional help.
9. AI-SPECIFIC TERMS AND NON-AUTOMATION COMMITMENT
AI TRANSPARENCY: Sherlock AI is an artificial intelligence system. You are not interacting with a human coach.
This section sets out your rights and XCalibrate’s commitments in relation to AI-generated outputs.
9.1 Nature of AI Outputs
All coaching outputs, insights, assessments, and recommendations generated by Sherlock AI are advisory in nature only.
They are intended to support your self-reflection and professional development and carry no binding force on you, your
employer, or any third party.
9.2 Non-Automation Commitment
XCalibrate expressly commits that Sherlock AI will not:
● Make, trigger, or contribute to any employment decision, including hiring, promotion, demotion, termination,
performance rating, compensation adjustment, or disciplinary action;
● Generate performance scores, risk ratings, or individual assessments that are automatically transmitted to your
employer or any HR system without human review;
● Make any determination about your psychological state, mental health, or medical condition;
● Produce any output that constitutes legal advice or a legal determination;
● Engage in social scoring, biometric categorisation, or emotion recognition in the workplace;
● Take any autonomous action outside of the coaching conversation without your explicit instruction.
This commitment is backed by XCalibrate’s Non-Automation Policy, which is available to enterprise clients as a formal
contractual document at contract stage.
9.3 Automated Decision-Making Rights (GDPR Article 22 / DPDP Act)
XCalibrate confirms that Sherlock AI does not make solely automated decisions that produce legal effects or similarly
significant effects on Users. To the extent that any AI processing could be characterised as automated decision-making
under applicable law, you have the right to:
● Obtain human intervention in respect of any AI-generated output;
● Express your point of view in relation to any AI-generated output or assessment;
● Contest any AI-generated output that you believe inaccurately represents you.
To exercise these rights, contact sherlocksupport@sherlocksupercoach.ai. XCalibrate will respond within 30 days.
9.4 EU AI Act Compliance
Sherlock AI has been assessed under the EU Artificial Intelligence Act (Regulation (EU) 2024/1689) and classified as a
Limited Risk / General Purpose AI system. It does not fall within the high-risk categories under Annex III of the EU AI Act,
as it does not autonomously affect workers’ rights, access to employment, or material conditions of employment.
XCalibrate’s EU AI Act Readiness Statement is available to enterprise clients on request.
9.5 SOS and Crisis Escalation
Sherlock AI incorporates SOS detection mechanisms that monitor coaching conversations in real time for crisis signals,
including indications of self-harm, suicidal ideation, or acute distress. On detection of such signals, the system will flag the
matter to the designated point of contact in accordance with XCalibrate’s escalation protocols and applicable law.
Escalation pathways are configured in consultation with enterprise clients and may include EAP, HR, occupational health,
or emergency services.
9.6 No Sensitive Personal Information
You are expressly instructed not to share sensitive personal information during coaching sessions, including health or
medical information, financial information, religious beliefs, political opinions, sexual orientation, or any other
information constituting a special category under applicable data protection law. Sherlock AI’s guardrails are designed to
redirect conversations away from such disclosures.
10. DECLARATIONS, REPRESENTATIONS, WARRANTIES AND COVENANTS
(a) Each party represents and warrants that it has the legal capacity and authority to enter into and perform its
obligations under these Terms.
(b) You covenant to keep confidential all information obtained through the Platform, including coaching
conversations, assessments, simulations, and any proprietary content or methodologies disclosed to you.
(c) You acknowledge and agree that all coaching outputs, insights, advice, and recommendations provided through the
Platform are based on your interactions with the AI Coach and must not be taken as professional advice of any kind,
including psychological, medical, legal, or career advice. XCalibrate will not be liable for any decision made by you on
the basis of such outputs.
(d) You acknowledge that XCalibrate is not affiliated with any professional institution or body. Any certificate or
report issued by XCalibrate upon completion of a programme is a certificate of completion of XCalibrate’s
assessments only and does not constitute a professional qualification or certification.
(e) You may not assign or transfer any rights or obligations under these Terms to any other person or organisation
without XCalibrate’s prior written consent.
11. THIRD-PARTY SITES AND SERVICES
(a) The Platform may contain links to third-party websites or integrate with third-party services. XCalibrate does not
endorse, control, or accept responsibility for any third-party services or content. Your use of third-party services is at
your own risk and subject to the relevant third party’s terms and privacy policy.
(b) XCalibrate is not responsible for the accuracy, availability, or reliability of any third-party content linked from the
Platform.
(c) Where the Platform redirects you to a third-party payment processor, your financial information is collected and
processed directly by that processor. XCalibrate does not retain your payment or financial information.
12. INTERACTIVE SESSIONS
(a) Your coaching sessions with Sherlock AI are interactive. You are solely responsible for the content of your
communications during coaching sessions, including any information you choose to share. XCalibrate is not
responsible for the consequences of any information you voluntarily disclose during a session.
(b) You must use the Platform solely for the purposes described in these Terms. Any use of the Platform for purposes
outside the intended coaching and development context is prohibited.
13. INTELLECTUAL PROPERTY
(a) All intellectual property rights in and to the Platform, including patents, copyrights, trade secrets, trademarks, and
all other proprietary rights, are owned by XCalibrate or its licensors. Nothing in these Terms transfers any intellectual
property rights to you.
(b) XCalibrate may provide Users with content, frameworks, methodologies, or materials in connection with the
Services (“Company Materials”). Company Materials remain the exclusive property of XCalibrate. You are granted a
limited, revocable, non-exclusive, non-transferable licence to use Company Materials for your personal, non-
commercial use only. You must not share Company Materials with any third party without XCalibrate’s prior written
consent.
(c) By submitting materials to XCalibrate through the Platform (“User Materials”), you grant XCalibrate a non-
exclusive, royalty-free, worldwide licence to use User Materials for the purpose of providing the Services to you.
XCalibrate will not use User Materials to train general-purpose AI models or for commercial purposes beyond service
delivery without your explicit consent. You warrant that User Materials do not infringe any third-party intellectual
property rights.
AI Training Clarification: XCalibrate will not use your coaching interaction data or User Materials to train third-party
AI models or to develop AI products for external commercial sale without your explicit prior consent. Internal use to
improve Sherlock AI’s coaching capabilities for Users is conducted on anonymised or pseudonymised data only.
14. DMCA NOTICE
If you believe that any content on the Platform infringes your copyright, please submit a written DMCA Takedown Notice
to our designated Copyright Agent containing:
(a) Your physical or electronic signature;
(b) Identification of the copyrighted work you believe has been infringed;
(c) Identification of the infringing material and sufficient information to locate it on the Platform;
(d) Your contact information (name, address, telephone number, and email address);
(e) A statement that you have a good faith belief that the use is not authorised by the copyright owner, its agent, or
applicable law;
(f) A statement, made under penalty of perjury, that the information in the notice is accurate and that you are the
copyright owner or authorised to act on behalf of the owner.
Copyright Agent: Puja Mehra, puja@sherlockperformance.com 96 Green Street, Northborough, MA 01532. Pursuant to 17
U.S.C. § 512(f), any material misrepresentation in a DMCA notice subjects the complainant to liability for damages
incurred by XCalibrate.
15. CONFIDENTIALITY
You agree to treat as confidential all non-public information disclosed to you through or in connection with the Platform,
including but not limited to XCalibrate’s technology, methodologies, algorithms, business information, client information,
and coaching frameworks (collectively, “Confidential Information”).
Confidential Information does not include information that: (i) was already known to you before disclosure; (ii) becomes
publicly available through no fault of yours; (iii) is lawfully disclosed to you by a third party not bound by confidentiality
obligations; or (iv) is required to be disclosed by applicable law, court order, or regulatory authority.
This confidentiality obligation survives termination of these Terms.
16. USER RIGHTS AND OBLIGATIONS IN RELATION TO THE PLATFORM
In addition to the conduct obligations in Section 6, you must not:
● Attempt to violate or circumvent the integrity or security of the Platform;
● Transmit information that is disruptive or commercially harmful to XCalibrate’s business;
● Submit false, inaccurate, or incomplete information;
● Make unsolicited communications to other Users through the Platform;
● Use automated tools to access or scrape the Platform;
● Circumvent any digital rights management or access controls on the Platform.
XCalibrate will retain records of suspected unlawful activity for a minimum of 90 days for law enforcement and regulatory
purposes. In case of non-compliance, XCalibrate may immediately terminate your access to the Platform and remove non-
compliant content.
Cross-border data transfers made in connection with your use of the Platform are conducted in accordance with applicable
data protection law, including GDPR Chapter V (Standard Contractual Clauses), Section 16 of the DPDP Act, and
equivalent US provisions.
17. CONSENT MANAGEMENT AND WITHDRAWAL
Where XCalibrate processes your personal data on the basis of your consent, you have the right to withdraw that consent at
any time without affecting the lawfulness of processing that occurred prior to withdrawal.
To withdraw consent or to manage your data preferences, you may:
● Update your preferences through the Platform’s account settings;
● Email sherlocksupport@sherlocksupercoach.ai with the subject line “Consent Withdrawal”; or
● Contact your organisation’s designated Corporate Plan administrator (for Enterprise Users).
Withdrawal of consent may affect XCalibrate’s ability to deliver certain Services. XCalibrate will inform you of any such
impact at the time of withdrawal.
DPDP Act, Indian Users: You have the right to withdraw consent at any time under Section 6 of the DPDP Act. On
withdrawal, XCalibrate will cease processing for the relevant purpose and will facilitate deletion of your personal data
subject to applicable retention obligations.
18. SUSPENSION AND TERMINATION
(a) These Terms are effective until terminated. You may terminate at any time by notifying XCalibrate that you no
longer wish to use the Services and ceasing use of the Platform.
(b) XCalibrate may suspend or terminate your access to the Platform or any part of the Services at any time, with or
without cause, including for breach of these Terms, violation of applicable law, or for technical or operational reasons.
XCalibrate will provide reasonable advance notice of termination where practicable, except where immediate
suspension is required for security, legal, or regulatory reasons.
(c) On termination: (i) your licence to use the Platform immediately ceases; (ii) you will no longer have access to your
Account data, except as required by applicable law or as provided in our Privacy Policy; (iii) provisions of these Terms
that by their nature should survive termination will continue in full force, including confidentiality, indemnity,
limitation of liability, intellectual property, and dispute resolution provisions.
(d) Data following termination: XCalibrate will handle your personal data on termination in accordance with its
Privacy Policy and applicable data retention obligations. You may request deletion of your personal data by contacting
sherlocksupport@sherlocksupercoach.ai.
19. ALERTS AND COMMUNICATIONS
(a) XCalibrate may send you automated or customised alerts and communications in connection with the Services,
including coaching prompts, session summaries, and platform notifications.
(b) XCalibrate does not guarantee the delivery, timeliness, or accuracy of alerts. XCalibrate will not be liable for any
delay, failure to deliver, or errors in alerts.
(c) You agree that XCalibrate may contact you by email, SMS, telephone, or in-app notification for the purposes of: (i)
delivering Services; (ii) obtaining feedback on the Platform or Services; (iii) communicating relevant events or
initiatives; and (iv) resolving support queries. Marketing communications will be sent only where you have consented
or where a legitimate interest exists, and you may opt out at any time by emailing
sherlocksupport@sherlocksupercoach.ai.
20. DISCLAIMERS
THE PLATFORM AND SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT
WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.
Without limiting the foregoing, XCalibrate does not warrant that: (a) the Services will be secure, uninterrupted, or error-
free; (b) defects will be corrected; (c) the Platform is free of viruses or harmful components; (d) the results of using the
Services will meet your requirements; or (e) AI-generated coaching outputs will be accurate, complete, or suitable for any
particular purpose.
To the extent permitted by applicable law (including mandatory consumer protection provisions under the Consumer
Protection Act, 2019 (India) and applicable US state law), all warranties not expressly stated in these Terms are excluded.
21. LIMITATION OF LIABILITY
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, XCALIBRATE WILL NOT BE LIABLE
FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY
LOSS OF PROFITS, REVENUE, DATA, GOODWILL, OR BUSINESS OPPORTUNITY, ARISING FROM OR
RELATED TO THESE TERMS OR YOUR USE OF THE PLATFORM OR SERVICES.
These limitations apply whether liability is based in contract, tort (including negligence), statute, or any other legal or
equitable theory, and whether or not XCalibrate has been advised of the possibility of such damages.
The limitations in this Section do not apply to: (i) liability that cannot be excluded or limited under applicable law,
including liability for death or personal injury caused by negligence, or for fraud; (ii) XCalibrate’s liability under applicable
data protection law for data breaches caused by XCalibrate’s negligence; or (iii) any liability for which exclusion is
prohibited under applicable consumer protection law.
No claim under these Terms may be brought more than 12 months after the cause of action arises, to the extent permitted by
applicable law.
22. EXEMPTIONS TO LIMITATION OF LIABILITY
XCalibrate will not be responsible for any delay, failure to perform, or unavailability of Services caused by: (a) your failure
to cooperate or provide accurate information; (b) your unavailability or unresponsiveness; (c) events beyond XCalibrate’s
reasonable control; or (d) third-party service provider failures where XCalibrate has taken commercially reasonable steps to
mitigate such failures.
23. INDEMNITY
You agree to defend, indemnify, and hold harmless XCalibrate, its affiliates, subsidiaries, officers, directors, employees,
contractors, agents, licensors, and partners from and against all claims, liabilities, losses, damages, costs, and expenses
(including reasonable legal fees) arising from or relating to: (i) your use or misuse of the Platform or Services; (ii) your
violation of these Terms; (iii) your violation of any applicable law, regulation, or third-party right; or (iv) any content you
submit to the Platform.
XCalibrate reserves the right to assume exclusive control of the defence of any matter subject to indemnification by you, in
which case you agree to cooperate fully with XCalibrate at your own expense.
California residents: If you are a California resident, you waive California Civil Code Section 1542, which provides that a
general release does not extend to claims that the creditor does not know or suspect to exist in their favour at the time of
executing the release.
24. CONSUMER PROTECTION (INDIA)
In furtherance of the Consumer Protection Act, 2019 and the Consumer Protection (E-Commerce) Rules, 2020, XCalibrate
has appointed a Grievance Officer to address consumer complaints:
Detailed
Information
Name : Puja Mehra
Designation : Grievance Officer / Data Protection Officer
Email : puja@sherlockperformance.com
General Support : sherlocksupport@sherlocksupercoach.ai
Acknowledgement : Within 48 hours of receipt
Resolution Target : Within 30 days of receipt
The User’s dissatisfaction with the outcome or mode of redressal will not be deemed non-redressal of the complaint. Complaints may be escalated to the relevant Consumer Disputes Redressal Commission under the Consumer Protection Act, 2019.
25. SEVERABILITY AND WAIVER
If any provision of these Terms is found to be illegal, invalid, or unenforceable under applicable law, that provision will be
modified to the minimum extent necessary to make it enforceable, or if modification is not possible, it will be severed. The
remaining provisions will continue in full force and effect.
Failure by either party to exercise any right or remedy under these Terms will not constitute a waiver of that or any other
right or remedy.
26. FORCE MAJEURE
Neither party will be liable for any delay or failure to perform its obligations under these Terms to the extent such delay or
failure is caused by circumstances beyond its reasonable control, including acts of God, pandemic, epidemic, natural
disaster, fire, war, civil unrest, governmental action, strikes or labour disputes, or failures of third-party infrastructure
providers (“Force Majeure Event”).
The party affected must notify the other party in writing within 3 business days of the Force Majeure Event, including a
description of the cause and likely duration. The affected party must take all reasonable steps to mitigate the impact of the
Force Majeure Event.
If a Force Majeure Event continues for more than 30 business days, either party may terminate these Terms without liability
on written notice.
27. RELATIONSHIP OF THE PARTIES
Nothing in these Terms creates any partnership, joint venture, employment, agency, or franchise relationship between
XCalibrate and you. You have no authority to bind XCalibrate in any manner.
28. NON-ASSIGNMENT
These Terms are personal to you. You may not assign, transfer, or sub-contract any of your rights or obligations under these
Terms to any third party without XCalibrate’s prior written consent. XCalibrate may assign its rights and obligations under
these Terms to an affiliate, successor entity, or purchaser of all or substantially all of its business assets, provided that such
assignee agrees to be bound by the obligations in these Terms.
29. PROHIBITION OF CLASS AND REPRESENTATIVE ACTIONS
YOU AND XCALIBRATE AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY ON
AN INDIVIDUAL BASIS. CLASS ACTIONS, REPRESENTATIVE ACTIONS, AND CONSOLIDATED
PROCEEDINGS ARE NOT PERMITTED UNDER THESE TERMS, TO THE FULLEST EXTENT
PERMITTED BY APPLICABLE LAW.
30. GOVERNING LAW AND JURISDICTION
These Terms are governed by and construed in accordance with the laws of the State of Delaware, United States, without
regard to its conflict of laws principles.
For Users in the European Union or European Economic Area: Nothing in these Terms limits your rights under applicable
EU consumer protection law, including your right to bring claims before the courts of your country of residence.
For Users in India: XCalibrate acknowledges its obligations under the Information Technology Act, 2000, Consumer
Protection Act, 2019, and the DPDP Act, 2023. Disputes relating to data rights under the DPDP Act may be referred to the
Data Protection Board of India.
For any Disputes not subject to the arbitration provisions in Section 31, the parties’ consent to the exclusive jurisdiction and
venue of the state and federal courts located in Delaware, United States.
31. DISPUTE RESOLUTION AND ARBITRATION
PLEASE READ THIS SECTION CAREFULLY. IT REQUIRES BINDING ARBITRATION FOR MOST
DISPUTES AND LIMITS YOUR ABILITY TO SEEK RELIEF IN COURT
31.1 Informal Resolution
Before initiating any formal dispute proceeding, the parties agree to attempt in good faith to resolve any dispute informally.
You must notify XCalibrate in writing of the dispute within 30 days of the date it arises, and XCalibrate will similarly notify
you. Notices to XCalibrate must be sent by certified mail to 96 Green Street, Northborough, MA 01532, or by email to
puja@sherlockperformance.com. If the dispute cannot be resolved within 30 days of the notice being received, either party may
commence arbitration as set out below.
31.2 Binding Arbitration
Subject to the exceptions below, all disputes arising from or relating to these Terms, the Platform, or the Services will be
resolved by binding arbitration under the Commercial Arbitration Rules and Supplementary Procedures for Consumer
Related Disputes of the American Arbitration Association (“AAA Rules”), as modified by these Terms. Arbitration will be
conducted by a single arbitrator in Delaware, United States. The Federal Arbitration Act, 9 U.S.C. § 1 et seq., governs the
interpretation and enforcement of this Section.
31.3 Exceptions to Arbitration
Arbitration is not required for: (i) claims brought in small claims court where the claim meets the court’s jurisdictional
requirements; (ii) claims for injunctive or equitable relief relating to alleged infringement of intellectual property rights; or
(iii) EU / EEA users exercising rights under applicable EU consumer protection or data protection law before competent
national courts or supervisory authorities.
31.4 Time Limit
Any claim must be filed within one (1) year of the date the cause of action arose, or it will be permanently barred. This
limitation does not apply where prohibited by applicable law.
31.5 Opt-Out Right
You may opt out of binding arbitration within 30 days of first accepting these Terms by writing to: XCalibrate Global
Solutions Inc., 96 Green Street, Northborough, MA 01532, RE: ARBITRATION OPT-OUT, or by emailing
puja@sherlockperformance.com. Your opt-out notice must include your full name and registered email address and clearly
state your intent to opt out. Opting out does not affect any other provision of these Terms.
31.6 AAA Rules
The AAA Rules are available at https://www.adr.org/Rules or by calling 1-800-778-7879.
32. ENTIRE AGREEMENT
These Terms, together with the Privacy Policy, Non-Automation Policy, and any other policies or agreements incorporated
by reference, constitute the entire agreement between you and XCalibrate with respect to the Platform and Services and
supersede all prior agreements, representations, and understandings.
33. SUPPORT AND GRIEVANCE REDRESSAL
XCalibrate provides email and in-app support Monday to Friday, 10:00 AM to 6:30 PM IST (excluding public holidays).
Contact Details
General Support : sherlocksupport@sherlocksupercoach.ai
In-App Support : Use the “Help and Support” function on the Platform
Response Timeframe : Acknowledgement within 48 hours; resolution within 30 days
California residents: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of
Consumer Affairs may be contacted at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834; telephone (916)
445-1254 or (800) 952-5210.
34. CONTACT
For any questions about these Terms or the Platform, please contact XCalibrate at sherlocksupport@sherlocksupercoach.ai.
For identity verification purposes, you may be asked to provide your registered name and email address.
