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| 0 | Terms of Service - Enterprise Last Updated: May 12, 2026 Previous versions April 10, 2026 June 27, 2025 June 9, 2025 December 23, 2024 October 29, 2024 September 5, 2024 This xAI Enterprise Terms of Service (" Agreement ") is entered into by and between the business customer of xAI for xAI business services, including the xAI API and Grok Business, (" Customer ") and X.AI LLC (" xAI ") (Customer and xAI each, a " party " and collectively, the " parties "), and sets forth the terms and conditions under which Customer subscribes to and uses such xAI Services. | 0 | Terms of Service - Enterprise Last Updated: August 14, 2026 Previous versions May 12, 2026 April 10, 2026 June 27, 2025 June 9, 2025 December 23, 2024 October 29, 2024 September 5, 2024 These Terms of Service—Enterprise (this " Agreement ") are entered into between SpaceXAI LLC (" SpaceXSI ") and the business customer of SpaceXSI for SpaceXSI business services (" Customer "), which Customer may be identified in an order form, online purchase confirmation, or other ordering document entered into between the Parties that references this Agreement (each, an " Order Form ") (Customer and SpaceXSI each, a " Party " and collectively, the " Parties "). |
| 1 | This Agreement and is effective as of the date Customer makes the applicable purchase memorialized by an xAI online purchase confirmation (the " Effective Date "). | 1 | This Agreement sets forth the terms and conditions under which Customer subscribes to and uses such SpaceXSI business services. |
| 2 | The individual who signs, clicks through, or otherwise agrees to the applicable purchase terms referencing or incorporating this Agreement binds Customer to the terms and conditions of this Agreement and has been duly authorized by Customer to do so. *Note: these terms are for enterprise (business) users of the xAI API and related xAI Services who are at least 18 years old. | 2 | This Agreement is effective as of the earliest date Customer makes an applicable purchase memorialized by an SpaceXSI online purchase confirmation or executes an Order Form (the " Effective Date "). |
| 3 | For consumer use of Grok, please see our Consumer Terms of Service. xAI PRODUCTS AND SERVICES Provision of Products and Services. | 3 | The individual who signs, clicks through, or otherwise agrees to purchase terms referencing or incorporating this Agreement binds Customer to the terms and conditions of this Agreement and has been duly authorized by Customer to do so. *Note: These terms are for enterprise (business) users of the SpaceXSI API and related SpaceXSI Services (including Grok) who are at least 18 years old. |
| 4 | Subject to the terms and conditions of this Agreement, xAI will provide Customer with the online software-as-a-service products and services on a subscription basis for the Subscription Term (defined below), and such other products and services, as set forth in the applicable purchase terms (collectively, the " Service(s) "). | 4 | For consumer use of Grok, please see our Terms of Service—Consumer. |
| 5 | Use of the Services is fully governed by this Agreement. | 5 | SPACEXSI PRODUCTS AND SERVICES Access to and Use of Services. |
| 6 | In the event of any conflict or inconsistency between this Agreement and the applicable purchase terms, this Agreement shall control, unless expressly stated otherwise in the applicable purchase terms. | 6 | Subject to the terms and conditions of this Agreement, during the Subscription Term (defined below), SpaceXSI grants Customer the limited, non-transferable (except as expressly permitted herein), non-sublicensable right to (a) access and use solely for Customer's business purposes the products and services identified in any Order Form (collectively, the " Services ") on a subscription basis pursuant to the terms set out on the Order Form and the then-current technical documentation available at https://docs.x.ai/docs (as updated from time to time) or otherwise provided by SpaceXSI to Customer (" Documentation "); (b) use SpaceXSI's application programming interfaces (" APIs ") to develop integrations between the Services and Customer's own products or services (each, a " Bundled Service "); and (c) distribute or otherwise make the Bundled Service available to Customer's end users (" End Users "). |
| 7 | Access to Services. | 7 | Bundled Services may include integrations developed by Customer's End Users for use by additional downstream End Users (" Additional Bundled Services "); provided however that Customer may only provide End Users with access to the Services as part of a Bundled Service. |
| 8 | Customer may access and use the Services on a non-exclusive and non-transferrable basis (except as set forth in Section 14.1), solely for its business purposes as specified herein and the applicable purchase terms, and any technical documentation provided by xAI for such Services currently available at https://docs.x.ai/docs (as may be updated from time to time) (" Documentation "). | 8 | No direct contractual relationship is created between SpaceXSI and any End User, and Customer remains fully responsible and liable for all acts and omissions of its End Users. |
| 9 | Subject to this Agreement, xAI grants Customer a limited, non-exclusive right to use xAI's application programming interfaces to develop an integration between the Services and Customer's products (the " Bundled Services ") and to: (a) make available the Bundled Service to Customer's end users (" End-Users "); and (b) demonstrate the Bundled Services to potential End Users. | 9 | Except for the rights expressly granted under this Agreement, no right, title, or interest of any nature whatsoever is granted, whether by implication, estoppel, reliance, or otherwise, by a Party to the other Party. |
| 10 | Customer will provide access to the Services to End-Users only in accordance with this Agreement. | — | Removed |
| 11 | This grant does not create any direct contractual relationship between xAI and the End-Users. | — | Removed |
| 12 | Customer shall remain responsible to xAI for each End User. | — | Removed |
| 13 | If the purchase terms permits Customer's End-Users to develop an integration between the Services and their own products (each an " Additional Bundled Service "), then all references to End-Users in this Agreement will mean both End-Users and Additional Bundled Service end users. | — | Removed |
| 15 | Customer may permit its employees, agents, independent contractors and consultants to use the Services solely on its behalf (" Permitted Users "), provided Customer remains responsible for the acts and omissions of each such Permitted User. | 11 | Customer may allow its employees, agents, independent contractors, and consultants to access and use the Services solely on Customer's behalf (collectively, " Permitted Users "), provided that Customer remains fully liable for its Permitted Users. |
| 16 | Use of the Services by Customer in the aggregate must be within the restrictions set forth in the applicable purchase terms (if any). | 12 | Customer will ensure that each Permitted User keeps its user credentials strictly confidential and does not share them with any unauthorized person. |
| 17 | If Customer is given passwords to access Services on xAI's systems, Customer shall require that all Permitted Users keep user ID and password information strictly confidential and not share such information with any unauthorized person. | 13 | Customer will immediately notify SpaceXSI in writing if it becomes aware of (a) any loss, compromise, or misuse of any user ID or password; or (b) any unauthorized access to or use of the Services. |
| 18 | Customer shall promptly notify xAI: (a) if Customer has reason to suspect that any user ID or password has been lost, stolen, compromised, or misused, and (b) of any unauthorized access to or use of the Services. | — | Removed |
| 19 | Customer shall be responsible for any and all actions taken by Customer or its Permitted Users in the Customer's accounts and passwords. | — | Removed |
| 21 | Each of Customer's Affiliates (defined below) identified in the applicable purchase terms will be entitled to access and use the applicable Services in accordance with this Agreement and the applicable purchase terms; provided that Customer shall remain responsible to xAI for the actions and omissions of each such Affiliate (and each of such Affiliate's Permitted Users). | 15 | An Affiliate identified on an Order Form (each, an " Ordering Affiliate ") may access and use the Services purchased under that Order Form, subject to the terms of this Agreement. |
| 22 | The terms of this Agreement will govern, and will be incorporated by reference into, each such purchase terms as if this Agreement were separately executed by the applicable Customer Affiliate, and the term "Customer" as used in this Agreement will be deemed as applying to such Customer Affiliate for the purposes of such purchase terms. | 16 | Customer will remain fully liable for each Ordering Affiliate, and the terms of this Agreement shall apply to each Ordering Affiliate as if it were "Customer" hereunder. |
| 23 | " Affiliate " means an entity that, directly or indirectly, controls, is controlled by, or is under common control with a party. | 17 | For purposes of this Agreement, " Affiliate " means any entity that, directly or indirectly, controls, is controlled by, or is under common control with a Party, where "control" means the power to direct or cause the direction of an entity's management or affairs through ownership or control of 50% or more of the voting equity securities or other equivalent voting interests of an entity. |
| 24 | As used herein, "control" means the power to direct the management or affairs of an entity or the beneficial ownership of fifty percent (50%) or more of the voting equity securities or other equivalent voting interests of an entity. | — | Removed |
| 26 | From time to time, xAI may, in its sole discretion, include test features or products in the Services (" Beta Offerings "). | 19 | SpaceXSI may make available certain test features, functionality, or services (" Beta Offerings "). |
| 27 | If Customer chooses to use any Beta Offerings, Customer agrees such offerings are provided "as is" and may contain errors, defects, bugs or inaccuracies that could fail or cause corruption or loss of data and information. | 20 | Beta Offerings will be conspicuously identified as beta, are not part of the Services and may be subject to additional terms and conditions specified by SpaceXSI. |
| 28 | Customer agrees that use of any Beta Offerings is at its own risk. | 21 | Customer acknowledges and agrees that: (a) use of any Beta Offerings is entirely optional and at Customer's sole risk; (b) Beta Offerings are provided strictly on an "AS-IS" and "AS-AVAILABLE" basis, with no warranties of any kind, express, implied, or statutory; (c) Beta Offerings may contain errors, defects, bugs, or inaccuracies that could cause failures, data corruption, loss of data or information, or other damage to Customer's systems or operations; and (d) to the fullest extent permitted by applicable law, SpaceXSI disclaims all liability arising out of or relating to Customer's access to or use of any Beta Offerings. |
| 29 | If xAI provides Customer with access to non-public Beta Offerings, Customer agrees that they are offered on a confidential basis and are xAI Confidential Information and the use of such Beta Offerings by Customer may be governed and controlled by separate terms outside of this Agreement. | 22 | Non-public Beta Offerings constitute SpaceXSI Confidential Information. |
| 30 | GENERAL RESTRICTIONS Customer shall comply with xAI's Acceptable Use Policy (as it may be updated from time to time) (the "AUP"). | 23 | GENERAL RESTRICTIONS AND OBLIGATIONS Customer will comply with SpaceXSI's Acceptable Use Policy (" AUP ") currently available at https://x.ai/legal/acceptable-use-policy as it may be updated from time to time and which is incorporated herein by this reference. |
| 31 | Further, Customer shall not, and shall not allow any third party (including any Permitted User and End-User) to: (a) sell, rent, lease or use any Service for time sharing purposes; (b) use any Service to help develop, or help provide to any third party, any product or service similar to or competitive with any Service; (c) reverse engineer, decompile, disassemble, or otherwise seek to obtain the source code of any Service; (d) copy, modify or create derivative works from any Service or any Documentation; (e) scrape any User Content, distill model behavior, or remove or obscure any copyright or proprietary or other notice contained in any Service or Documentation; (f) propagate any virus, Trojan horse, or other malware or programming routine intended to damage any system or data; (g) access or use any Services in a manner intended to circumvent or exceed service account limitations or requirements; (h) use any Services in a manner that violates any applicable law, regulation, or legal requirement or obligation; (i) use any Services to violate the rights of others, including, for example, their rights to privacy, to publicity, to moral rights, to control the use of their name, likeness, image, and voice, and to be free from undue harassment; (j) use or permit the use of any tools in order to probe, scan or attempt to penetrate or benchmark any Services; (k) post, upload, transmit or provide any Input (defined below) or other data that xAI reasonably deems to be unlawful, harmful, abusive or otherwise violates this Agreement (l) use any Services in a fraudulent manner or to deceive, mislead, scam, or impersonate any third parties; or (m) use the Services except as expressly permitted by this Agreement. | 24 | Customer will not, and will not permit any Permitted User, End User, or other third party to use the Services except as expressly authorized under this Agreement. |
| 32 | Customer agrees that xAI may monitor Customer accounts for violations of xAI's AUP, this Section 2, or the Agreement, and that xAI may at xAI's sole discretion take corrective actions, including immediate account termination. | 25 | Customer represents, warrants, and covenants that it has and will maintain legally enforceable terms of service and an acceptable use policy with all Permitted Users and End Users that are no less protective of SpaceXSI and the Services than this Agreement and the AUP. |
| 33 | Further, Customer shall ensure that its agreements with End-Users will contain an acceptable use policy, terms and conditions, and a privacy policy that are substantially consistent with, and at least as protective of Customer and xAI as, this Agreement, the AUP, and xAI's Privacy Policy. | 26 | SpaceXSI may monitor usage of the Services for compliance with this Agreement. |
| 34 | If xAI or Customer reasonably suspects a breach of this Section resulting from the activity of Customer's End-Users, it shall promptly notify the other party in writing. | 27 | If SpaceXSI reasonably believes any violation of this Section has occurred or is occurring, SpaceXSI may, without prior notice and in its sole discretion, throttle or block specific Inputs or Outputs, or take any other remedial action it deems appropriate. |
| 35 | Upon such notice, the parties agree to cooperate in good faith to investigate and address the suspected breach. | 28 | Upon any suspected or actual breach of this Section by Customer, its Permitted Users, or End Users, each Party shall promptly notify the other and the Parties shall cooperate in good faith to investigate and remediate the issue, including by providing relevant logs, records, or access as reasonably requested, and Customer shall promptly suspend or terminate any offending Permitted User's or End User's access upon SpaceXSI's reasonable request. |
| 36 | This may include taking corrective measures, such as suspending or terminating the account of any End-User found to be in violation of the terms of this Agreement. | 29 | CUSTOMER OBLIGATIONS; DATA User Content. |
| 37 | CUSTOMER OBLIGATIONS; DATA Generally. | 30 | " Input " means any data, text, code, images, files, prompts, or other content, in any form or medium, that Customer, its Permitted Users, or End Users submit to or process through the Services (directly or via any third-party integration). |
| 38 | " Input " means information, data, and other content, in any form or medium, that is downloaded, or otherwise received, directly or indirectly (including via a third-party provider), from Customer (including from a Permitted User on Customer's behalf) or any End User to xAI to be processed by the Services. | 31 | Input excludes data submitted by Customer to SpaceXSI outside of the Services, including data submitted solely for support, billing, account management, or explicitly designated as non-production or synthetic data. |
| 39 | Input does not include information, data, or other content submitted by Customer to xAI outside of the Services, including non-production data and synthetic data. | 32 | As between the Parties, Customer is solely responsible for all Input, including, its accuracy, quality, and compliance with all applicable laws and third-party rights. |
| 40 | As between the parties, Customer is solely responsible for the accuracy, content and legality of all Input uploaded by the Customer or any End User. | 33 | Customer represents, warrants, and covenants on a continuing basis that, to the best of its knowledge: (a) it has and will maintain all rights, licenses, consents, permissions, and authorizations, and has obtained all required consents, necessary to submit Input to the Services and to grant SpaceXSI the rights in Section 3.2, below; (b) the Input does not and will not infringe, misappropriate, or violate any third-party rights; and (c) the Input complies with this Agreement, and all applicable laws. |
| 41 | Customer represents and warrants to xAI that Customer has sufficient rights, and has obtained all required consents, necessary to submit the Input to the Services and to grant the rights granted to xAI in Section 3.2 below and that the Input to the Customer's knowledge does not infringe or otherwise violate the rights of any third party. | 34 | " Output " means any response, result, generated content, or other material produced by the Services in response to an Input (excluding system metadata and logs). |
| 42 | " Output " means the output of the Services provided to Customer based on Input. | 35 | " User Content " means, collectively, Input and Output. |
| 43 | Customer shall not represent that Output was human-generated or use the Output to train Customer's or its providers' machine learning or AI models. | 36 | Except as expressly set forth in this Agreement, SpaceXSI has no liability whatsoever for any damages, claims, or losses arising from or relating to any Output or Customer's use thereof. |
| 44 | Due to the nature of machine learning and AI, the Output may not be unique across users and the Service may generate the same or similar Output for other users. | 37 | SpaceXSI will not use any User Content to train any foundation models, large language models, or other artificial intelligence systems or to develop any new products, services, or features, subject to disclosures to Customer and Customer-controlled user settings. |
| 45 | Use of the Service may result in incorrect Output that does not accurately reflect reality. | 38 | Rights in Input and Output. |
| 46 | Customer must evaluate the accuracy of any Output as appropriate for Customer's use case, including by using human review of the Output. | 39 | Customer (a) retains all right, title, and interest (including all intellectual-property rights) in and to the Input; and (b) owns all right, title, and interest in the Output in perpetuity and, to the fullest extent possible under applicable law, SpaceXSI hereby assigns to Customer all of its right, title, and interest in such Output (but excluding, for clarity, the SpaceXSI Technology (defined below)). |
| 47 | Customer understands and agrees that the Output may contain "hallucinations" and may be inaccurate, objectionable, inappropriate, or otherwise unsuited to Customer's purpose, and Customer agrees that xAI shall not be liable for any damages Customer or any third party alleges to incur as a result of or relating to any Input, Output, or other content generated by or accessed on or through the Service. | 40 | Customer hereby grants to SpaceXSI a non-exclusive, worldwide, irrevocable, transferable, fully paid-up, royalty-free right and license to, store, use, transmit, modify, and otherwise process User Content as reasonably necessary to: (i) provide the Services to Customer; (ii) detect, prevent, or address fraud, security risks, abuse, non-compliance with this Agreement, and (iii) conduct safety or compliance operations. |
| 48 | If Customer shares Input or Output from the Service with others, Customer authorizes xAI to share those materials with the applicable third party. | 41 | Customer will not, and will not permit any third party to: (i) use any Output to train any foundation models, large language models, or other artificial intelligence systems except as may be expressly permitted in an Order Form; or (ii) misrepresent that any Output was human-generated. |
| 49 | Customer is responsible for complying with relevant third-party policies when it instructs xAI to transmit Output to those third parties. | 42 | Customer acknowledges and agrees that, due to the nature of machine learning and AI: (1) Outputs are probabilistic and may not be unique: the same or substantially similar Output may be generated for unrelated users; (2) Outputs may be incomplete, inaccurate, biased, objectionable, inappropriate, offensive, contain "hallucinations," or otherwise unsuited to Customer's purpose; and (3) Customer is solely responsible for independently evaluating the accuracy, completeness, and suitability of any Output before relying on or distributing it (including through human review where appropriate). |
| 50 | Collectively, Input and Output are referred to as " User Content." Rights in Input and Output. | 43 | If Customer directs or configures the Services to transmit Input or Output to any third-party platform or service, Customer represents that Customer has all necessary rights and consents to do so and remains fully responsible therefor. |
| 51 | As between the parties, Customer shall (a) retain all right, title and interest (including any and all intellectual property rights) in and to the Input, and (b) own the Output. | 44 | De-Identified and Aggregated Data. |
| 52 | Notwithstanding the foregoing, Customer hereby grants to xAI a non-exclusive, worldwide, irrevocable, transferable (as set forth in Section 14.1), fully paid-up, royalty-free right and license to use, copy store, transmit, modify, and display the User Content in order to: (a) provide the Services to Customer; and (b) enforce xAI policies, to prevent abuse, and to perform operations relating to safety, compliance, and moderation. | 45 | Except when Customer elects to use SpaceXSI's Zero Data Retention-enabled APIs (" ZDR-Enabled API " or " ZDR "), SpaceXSI may create and use, for any lawful purpose, de-identified and/or aggregated data derived from Customer's use of the Services that is irreversibly anonymized using industry-standard techniques, cannot be re-identified, and neither contains nor reveals any User Content or Confidential Information (" De-Identified Data "). |
| 53 | De-Identified Data and Data Retention. | 46 | SpaceXSI will own all right, title, and interest in the De-Identified Data and any derivative works thereof. |
| 54 | Except when Customer elects to use xAI's Zero Data Retention enabled APIs (" ZDR-Enabled API " or " ZDR "), xAI may create de-identified and/or aggregated data derived from Customer's use of the Services (" De-Identified Data "). xAI may use De-Identified Data for any lawful purpose, including maintaining or improving the Services, developing new features or products, conducting research, benchmarking, and other business purposes. xAI will own all right, title, and interest in the De-Identified Data and any derivative works thereof. | — | Removed |
| 55 | For clarity, xAI shall not use any User Content to train any foundation models, large language models, or other artificial intelligence systems. | — | Removed |
| 57 | All User Content will be automatically and permanently deleted no later than 30 days after the end of the interaction or session in which it was submitted unless retention beyond that period is: (a) explicitly agreed in an Order Form; (b) required by applicable law or regulation; or (c) reasonably necessary for safety, security, compliance, moderation, abuse prevention, or investigation of suspected violations of this Agreement (including the AUP) in each of which cases xAI will retain only the minimum data necessary and will permanently delete it promptly when the justification no longer applies. | 48 | All User Content will be automatically and permanently deleted no later than 30 days after the end of the interaction or session in which it was submitted unless a different retention period is: (a) explicitly agreed in an Order Form, Documentation, or conspicuous notices within the Services or otherwise selected by Customer via self-service tools made available by SpaceXSI; (b) required by applicable law; or (c) reasonably necessary for safety, security, compliance, moderation, abuse prevention, or investigation of suspected violations of this Agreement, in each of which cases SpaceXSI will retain only the minimum data necessary and will permanently delete it promptly when the justification no longer applies. |
| 58 | Notwithstanding the foregoing, when and to the extent Customer elects to use ZDR, User Content will exist in xAI systems only transiently and solely to the extent required to generate and return the real-time response; xAI will delete all such User Content, including any transient storage or processing artifacts, upon the earlier of (a) one hour after completion of the applicable inference request; or (b) delivery of the response; and no longs, backups, persistent copies, or other durable storage containing User Content will thereafter be retained for any purposes, including safety, debugging, or legal compliance. | 49 | Notwithstanding the foregoing, when and to the extent Customer elects to use ZDR, User Content will exist in SpaceXSI systems only transiently and solely to the extent required to generate and return the real-time response; SpaceXSI will delete all such User Content, including any transient storage or processing artifacts, upon the earlier of (a) one hour after completion of the applicable inference request; or (b) delivery of the response; and no logs, backups, persistent copies, or other durable storage containing User Content will thereafter be retained for any purpose, including safety, debugging, or legal compliance. |
| 59 | When using ZDR, Customer expressly acknowledges and agrees that: (1) Customer is solely responsible for preserving any copies of User Content it wishes to retain, including for legal or regulatory compliance; (2) once deleted, User Content cannot be recovered or produced by xAI under any circumstances (including subpoenas, regulatory requests, or legal process); and (3) use of ZDR may limit Customer's ability to respond to legal proceedings or audits requiring historical data. | 50 | When using ZDR, Customer expressly acknowledges and agrees that: (1) Customer is solely responsible for preserving any copies of User Content it wishes to retain, including for legal or regulatory compliance; (2) once deleted, User Content cannot be recovered or produced by SpaceXSI under any circumstances (including subpoenas, regulatory requests, or legal process); and (3) use of ZDR may limit Customer's ability to respond to legal proceedings or audits requiring historical data. |
| 60 | TO THE MAXIMUM EXTENT PERMITTED BY LAW, xAI WILL NOT BE LIABLE FOR ANY LOSS, DAMAGE, OR CONSEQUENCES ARISING FROM CUSTOMER'S USE OF ZDR OR THE RESULTING DELETION OF USER CONTENT. | 51 | Third-Party Services. |
| 61 | Third-Party Application Service Providers. | 52 | The Services may allow Customer, at Customer's option, to access, use, or integrate with third-party products or services (" Third-Party Services "). |
| 62 | Customer may be able to access and use certain optional third-party services or products (e.g., a third-party service that integrates with xAI via opt-in, or uses xAI's APIs) through or with its use of the Services (" Third-Party Services "). | 53 | Third-Party Services are governed by the terms between Customer and the applicable third-party provider (" Third-Party Terms "). |
| 63 | Customer is under no obligation to use any Third-Party Services. | 54 | Customer's engagement of any third party to perform engineering, integration, or other professional or technological services in connection with the Services will be considered Third-Party Services unless an Order Form expressly provides otherwise. |
| 64 | Additionally, all or some portions of the Services may be subject to additional and/or separate terms and conditions, including but not limited to open-source software licenses and other third-party software license terms and conditions (" Third-Party Terms "). | 55 | To the extent of any conflict between this Agreement and applicable Third-Party Terms, the Third-Party Terms will govern with respect to the relevant Third-Party Services. |
| 65 | To the extent there is a conflict between the Third-Party Terms and this Agreement, the Third-Party Terms and conditions shall control. | 56 | All Third-Party Services and all components subject to Third-Party Terms are provided strictly on an "AS-IS" and "AS-AVAILABLE" basis, with no warranties of any kind made by SpaceXSI, express, implied, or statutory. |
| 66 | NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, ALL THIRD-PARTY SERVICES ARE MADE AVAILABLE ON AN "AS IS" BASIS WITHOUT WARRANTY OF ANY KIND. | 57 | SpaceXSI will not have any liability for: (a) the availability, accuracy, security, performance, or results of any Third-Party Service; (b) any act or omission of any provider of Third-Party Services; and (c) any loss, damage, or claim arising from Customer's, its Permitted Users', or its End Users' access to or use of any Third-Party Service, even if such access or use is enabled or facilitated by the Services. |
| 67 | IF CUSTOMER USES ANY THIRD-PARTY SERVICES, XAI WILL NOT BE RESPONSIBLE FOR ANY ACT OR OMISSION OF ANY PROVIDER OF SUCH THIRD-PARTY SERVICES. | 58 | SpaceXSI does not provide direct support for any Third-Party Services. |
| 68 | XAI DOES NOT WARRANT OR PROVIDE DIRECT SUPPORT FOR ANY THIRD-PARTY SERVICES. | 59 | OWNERSHIP SpaceXSI Technology. |
| 69 | CUSTOMER ACKNOWLEDGES AND AGREES THAT XAI WILL HAVE NO RESPONSIBILITY OR LIABILITY FOR THE ACTS OR OMISSIONS OF ANY PERMITTED USERS IN CONNECTION WITH ANY THIRD-PARTY SERVICES. | 60 | Customer acknowledges that no intellectual-property rights in the Services or any related technology are assigned or transferred to Customer and that SpaceXSI (or its suppliers) owns and retains all right, title, and interest worldwide in and to: (a) the Services, Documentation, and any and all related or underlying technology, software, models, algorithms, data, or other materials; (b) any intellectual property developed by SpaceXSI in connection with this Agreement; and (c) any modifications, improvements, derivatives, feedback, or suggestions related to the foregoing ((a), (b), and (c) individually and collectively, the " SpaceXSI Technology "). |
| 70 | OWNERSHIP Ownership. | — | Removed |
| 71 | Customer acknowledges that no xAI intellectual property rights are assigned or transferred to Customer hereunder. | — | Removed |
| 72 | Customer is obtaining only a limited right to access and use the Services during the Subscription Term of this Agreement. | — | Removed |
| 73 | Customer agrees that xAI or its suppliers own and retain all right, title and interest (including all patent, copyright, trade secret and other intellectual property rights) in and to (a) the Services, Documentation, and any and all related and underlying technology, documentation, and other information, (b) any intellectual property it develops hereunder, and any derivatives thereof, and (c) all improvements or modifications to the foregoing (a) and (b) ((a), (b) and (c) individually and collectively, " xAI Technology "). | — | Removed |
| 74 | As between xAI and Customer, Customer owns all right, title and interest in and to the Output in perpetuity and, to the fullest extent possible under applicable law, xAI hereby assigns to Customer all of its right, title, and interest in and to such Output (but excluding, for clarity, any xAI Technology). | — | Removed |
| 76 | In the event Customer or any Permitted User provides xAI with any suggestions, ideas, improvements or other feedback with respect to any aspect of the Services (" Feedback "), Customer hereby assigns and shall cause all Permitted Users to assign to xAI all right, title and interest in and to such Feedback, including all intellectual property rights therein, and acknowledges that xAI shall own such Feedback. | 62 | Customer (a) hereby assigns (and will cause its Permitted Users to assign) to SpaceXSI all right, title, and interest in any suggestions, ideas, improvements, enhancements, recommendations, and other feedback relating to the Services, including all intellectual-property rights therein (" Feedback "); and (b) grants (and will cause its Permitted Users to grant) to SpaceXSI a perpetual, irrevocable, worldwide, royalty-free, fully paid-up, sublicensable license to use, reproduce, modify, distribute, create derivative works of, and otherwise exploit the Feedback (or any portion or derivative thereof) for any purpose, without any restriction, accounting, compensation, credit, or attribution to Customer or any Permitted User. |
| 77 | SUBSCRIPTION TERM, FEES AND PAYMENT Subscription Term and Renewals. | 63 | SpaceXSI may freely incorporate Feedback into its products and services without notice or obligation to Customer. |
| 78 | Unless otherwise set forth in applicable purchase terms or terminated as set forth herein, the "Subscription Term" is one (1) year and shall auto-renew for successive renewal terms of equal length. | 64 | SUBSCRIPTION TERM, FEES, AND PAYMENT Subscription Term and Renewals. |
| 79 | Fees and Payment. | 65 | Unless otherwise specified in an Order Form, the initial Subscription Term will be one year commencing on the Effective Date and will automatically renew for successive renewal terms of equal length unless either Party provides 30 days' written notice before the end of the then-current Subscription Term or the Subscription Term is earlier terminated in accordance with this Agreement. |
| 80 | Unless otherwise set forth in applicable purchase terms, all fees shall be paid by Customer within thirty (30) days of xAI's invoice date and are due and payable in advance at the start of the applicable Subscription Term. | 66 | " Subscription Term " means the initial subscription term plus any renewal terms. |
| 81 | Fees are payable by credit card, check, or through ACH transfers and Customer authorizes xAI to charge its credit card or bank account for all such fees. | 67 | Fees, Payment, and Taxes. |
| 82 | Upon xAI's request, Customer agrees to promptly complete and submit an ACH authorization form to xAI. | 68 | All fees payable to SpaceXSI by Customer for the Services are set forth in the applicable Order Form, and unless otherwise expressly specified therein: (a) will be paid by Customer to SpaceXSI within 30 days of invoice date; (b) are due and payable in advance at the start of the Subscription Term and at the start of each renewal; and (c) are non-cancelable and non-refundable. |
| 83 | All fees are non-refundable. | 69 | As may be permitted by SpaceXSI, Customer will pay fees via credit card, ACH transfer, check, or wire transfer and will also pay any credit-card or other payment-processing fees associated with the payment method Customer selects. |
| 84 | Fees are exclusive of taxes, and Customer is required to pay any sales, use, value-added withholding, or similar taxes or levies, whether domestic or foreign, other than taxes based on the income of xAI. | 70 | If Customer elects to pay by credit card or ACH, Customer hereby authorizes SpaceXSI to charge the designated payment method for all fees due under this Agreement, including any recurring fees upon any automatic renewal. |
| 71 | Fees are exclusive of any sales, use, value-added, goods and services, withholding, VAT, or similar governmental taxes, fees, duties, or levies, whether domestic or foreign, (collectively, " Taxes "). | ||
| 72 | Customer is responsible for paying all Taxes associated with its purchases under this Agreement. | ||
| 73 | If SpaceXSI is legally required to pay or collect Taxes for which Customer is responsible under this Agreement, SpaceXSI will invoice Customer for such Taxes and Customer will pay the invoiced amount unless Customer provides SpaceXSI with a valid and applicable tax exemption certificate authorized by the appropriate taxing authority. | ||
| 74 | For clarity, SpaceXSI is solely responsible for Taxes assessable against SpaceXSI based on its income, property, and employees. | ||
| 86 | If Customer's account is thirty (30) days or more overdue, in addition to any of its other rights or remedies, xAI reserves the right to suspend Customer's access to the applicable Service without liability to Customer until such amounts are paid in full. xAI also reserves the right to suspend Customer's access to the Services immediately if Customer's use of the Services: (a) materially violates this Agreement; (b) as determined by xAI violates xAI's AUP; (c) raises suspicion of fraud, misuse, security concern, illegal activity or unauthorized access issues; or (d) to protect the integrity or availability of the Services or xAI's systems. | 76 | SpaceXSI may, without limiting its other rights and remedies and without liability to Customer, suspend Customer's access to the Services: (i) if any payment from Customer is 15 days or more overdue, until all overdue amounts are paid in full; (ii) or, subject to a reasonable opportunity to cure of not less than 2 business days, if SpaceXSI reasonably determines that Customer's use of the Services (a) materially breaches this Agreement; (b) involves fraud, misuse, illegal activity, or unauthorized access; or (c) could adversely affect the integrity, availability, or security of the Services, SpaceXSI's systems, or other customers. |
| 77 | Customer's right to cure shall not apply in cases of exigent security risk, illegal activity, imminent harm to SpaceXSI's systems or other customers, or repeated material violations. | ||
| 78 | During any period of suspension, Customer remains responsible for all fees accruing during the suspension period, and SpaceXSI shall have no obligation to retain, maintain, or provide access to Customer data beyond what is required by applicable law or this Agreement. | ||
| 79 | SpaceXSI may condition reinstatement of access upon Customer's payment of all overdue amounts, reimbursement of any costs incurred by SpaceXSI in connection with the suspension and reinstatement, and/or Customer's satisfactory demonstration that the grounds for suspension have been fully remedied and will not recur. | ||
| 88 | This Agreement is effective as of the Effective Date and will continue in effect until terminated as set forth below. | 81 | This Agreement is effective as of the Effective Date and will continue in effect until terminated as set forth herein. |
| 89 | Termination. xAI may terminate this Agreement and/or Customer account(s) at any time, and at its sole discretion. | 82 | Termination. |
| 90 | Customer may discontinue use of the Services at any time. | 83 | At any time in its sole discretion upon 30 days' notice, either Party may terminate this Agreement and/or SpaceXSI may terminate Customer account(s), provided that (i) any such termination by Customer shall not relieve Customer from any minimum commitments as agreed in any Order Forms, and (ii) any such termination by SpaceXSI will entitle Customer to receive a pro-rata refund of any prepaid, unused fees for the terminated portion of the Subscription Term. |
| 91 | In addition, either party may terminate this Agreement if the other party (a) fails to cure any material breach of this Agreement (including a failure to pay fees) within thirty (30) days after written notice (such notice must contain sufficient detail as to the nature of the breach and state the intent to terminate and email notice is sufficient in the case of non-payment); (b) ceases operation without a successor; or (c) seeks protection under any bankruptcy, receivership, trust deed, creditors' arrangement, composition, or comparable proceeding, or if any such proceeding is instituted against that party (and not dismissed within sixty (60) days thereafter). | 84 | In addition, either Party may terminate this Agreement if the other Party (a) fails to cure any material breach of this Agreement (including a failure to pay fees) within 30 days after notice; (b) ceases business operations without a successor; or (c) becomes the subject of a voluntary or involuntary petition in bankruptcy, receivership, trust deed, creditors' arrangement, composition, or comparable proceeding that is not dismissed within 60 days. |
| 92 | Upon termination, there will be no refund of prepaid fees. | 85 | Effect of Termination or Expiration. |
| 93 | Effect of Termination. | 86 | Upon termination or expiration of this Agreement for any reason, all active Order Forms will automatically terminate, and Customer shall immediately cease all use of and access to the Services. |
| 94 | Upon the expiration or termination of this Agreement, (a) Customer shall immediately cease all use of and access to the Services (including any and all related xAI Technology) and (b) each party will return to the other party (or destroy) such other party's Confidential Information (defined below) within 30 days. | 87 | If Customer terminates this Agreement for material breach, Customer will be entitled to receive a pro-rata refund of any prepaid, unused fees for the terminated portion of the Subscription Term, and Customer will have no further obligation for any unpaid minimum commitments as agreed in any Order Forms. |
| 95 | Except as otherwise set forth herein, termination of this Agreement is not an exclusive remedy and the exercise by either party of any remedy under this Agreement will be without prejudice to any other remedies it may have under this Agreement, by law, or otherwise. | 88 | Except as expressly provided for in this Agreement, there will be no refund of prepaid fees, any unused prepaid credits will be forfeited, and any unpaid minimum commitments as agreed in any Order Forms shall remain payable. |
| 89 | Notwithstanding anything to the contrary in this Agreement, unless otherwise agreed in writing by the Parties, the obligations with respect to the non-use, non-disclosure, and protection of any Confidential Information received during the term of this Agreement will survive for a period of 5 years after any expiration or termination of this Agreement. | ||
| 90 | Notwithstanding the foregoing, the Receiving Party's obligations of non-use, non-disclosure, and protection with respect to any Confidential Information that constitutes a trade secret under applicable law will survive any expiration or termination of this Agreement and continue for as long as such information remains a trade secret under applicable law. | ||
| 97 | The following Sections shall survive any expiration or termination of this Agreement: 1.4, 2, 3, 4.2, 5, 6.2, 6.3, 7, 8, 9, 10, 11, 13, and 14. | 92 | The provisions of this Agreement that, by their nature, are intended to survive termination or expiration of this Agreement will continue in full force and effect. |
| 98 | LIMITED WARRANTY; DISCLAIMER Limited Warranty. | 93 | LIMITED WARRANTIES; DISCLAIMER Limited Warranties. |
| 99 | Each party represents and warrants to the other that it has the full right and power to enter into and perform under this Agreement, without any third party consents or conflicts with any other agreement. xAI warrants that it will provide the Services in substantial conformity with the applicable Documentation. xAI's sole liability (and Customer's sole and exclusive remedy) for any breach of this warranty shall be, in xAI's sole discretion and at no charge to Customer, to use commercially reasonable efforts to provide Customer with an error correction or work-around that corrects the reported non-conformity, or if xAI determines such remedies to be impracticable, to allow Customer to terminate the Subscription Term and receive as its sole and exclusive remedy and xAI's entire liability, a refund of any fees Customer has pre-paid for use of the Services or related services it has not received as of the date of the warranty claim. | 94 | Each Party represents and warrants to the other that: (a) it is duly organized, validly existing, and in good standing under the laws of its jurisdiction of formation; (b) it has the full right, power, and authority to enter into and perform its obligations under this Agreement; and (c) its execution, delivery, and performance of this Agreement will not conflict with or violate any other agreement to which it is a party or by which it is bound. |
| 100 | The limited warranty set forth in this Section shall not apply: (a) if the error was caused by the Bundled Services, Additional Bundled Services, or any misuse, unauthorized modifications or third-party hardware, software or services, or (b) to any Services provided on a no-charge or evaluation basis. | 95 | SpaceXSI additionally warrants that, during the Subscription Term, the Services will perform materially in accordance with the applicable Documentation under normal use (" Performance Warranty "). |
| 96 | If Customer provides SpaceXSI notice of any material non-conformity within 30 days of discovery, SpaceXSI shall, at its sole discretion and as Customer's sole and exclusive remedy: (i) use commercially reasonable efforts to correct the non-conformity or provide a suitable work-around; or (ii) if SpaceXSI determines such efforts to be impracticable or commercially unreasonable, permit Customer to terminate the affected Subscription Term and receive a pro-rata refund of any prepaid, unused fees for the terminated portion of the Subscription Term. | ||
| 97 | Customer must provide all information and assistance reasonably requested by SpaceXSI to reproduce and diagnose any reported non-conformity, and failure to do so will relieve SpaceXSI of its obligations under this Section. | ||
| 98 | The Performance Warranty will not apply, and SpaceXSI will have no obligation or liability whatsoever, with respect to any non-conformity resulting from: (1) use of the Services other than as authorized in this Agreement; (2) unauthorized modifications to the Services by Customer or any third party; (3) use of the Services in combination with any third-party products, open-source components, hardware, software, systems, services, or data not approved by SpaceXSI; (4) Bundled Services, Additional Bundled Services, or any other third-party products or integrations; (5) factors beyond SpaceXSI's reasonable control; (6) any Services provided on a no-charge, trial, beta, preview, or evaluation basis (including all Beta Offerings); and/or (7) Input, Output, or any training data provided by Customer. | ||
| 102 | EXCEPT FOR THE WARRANTIES SET FORTH IN THIS AGREEMENT, THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. | 100 | EXCEPT FOR THE EXPRESS LIMITED WARRANTIES SET FORTH IN THIS AGREEMENT, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." SpaceXSI, ITS AFFILIATES, AND ITS SUPPLIERS EACH HEREBY EXPRESSLY DISCLAIMS ANY OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, QUIET ENJOYMENT, DATA ACCURACY, AND UNINTERRUPTED OR ERROR-FREE OPERATION. |
| 103 | XAI AND ITS SUPPLIERS EACH EXPRESSLY DISCLAIM ANY OTHER WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, TITLE, OR FITNESS FOR A PARTICULAR PURPOSE. | 101 | LIMITATION OF LIABILITY The allocations of risk in this Section 8 are fundamental to the Parties' agreement and are reflected in the pricing of the Services. |
| 104 | LIMITATION OF LIABILITY Exclusion of Damages. | 102 | These limitations will apply notwithstanding any failure of essential purpose of any limited remedy. |
| 105 | NEITHER PARTY SHALL BE LIABLE, UNDER ANY LEGAL OR EQUITABLE THEORY OF LAW, WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES OF ANY KIND, INCLUDING LOST PROFITS, BUSINESS, CONTRACTS, REVENUE, GOODWILL, PRODUCTION, AND ANTICIPATED SAVINGS OR DATA, EVEN IF INFORMED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE. | 103 | Exclusion of Certain Damages. |
| 104 | TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AND EXCEPT FOR EITHER PARTY'S GROSS NEGLIGENCE, FRAUD, OR WILLFUL MISCONDUCT, IN NO EVENT WILL EITHER PARTY BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT (WHETHER IN CONTRACT, TORT, STRICT LIABILITY, OR ANY OTHER THEORY) FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES OF ANY KIND (INCLUDING LOST PROFITS, BUSINESS OPPORTUNITIES, CONTRACTS, REVENUE, GOODWILL, PRODUCTION, USE, ANTICIPATED SAVINGS, DATA, OR BUSINESS INTERRUPTION), EVEN IF INFORMED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE OR SUCH DAMAGES WERE FORESEEABLE. | ||
| 107 | EXCEPT WITH RESPECT TO EITHER PARTY'S OBLIGATIONS IN SECTION 2 (GENERAL RESTRICTIONS), SECTION 9 (INDEMNIFICATION) OR SECTION 10 (CONFIDENTIAL INFORMATION), EITHER PARTY'S OBLIGATIONS REGARDING THE OTHER PARTY'S PROPRIETARY RIGHTS, EITHER PARTY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, OR CUSTOMER'S PAYMENT OBLIGATIONS, EACH PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR OTHERWISE, SHALL IN NO EVENT EXCEED THE FEES PAID BY CUSTOMER TO XAI DURING THE TWELVE (12) MONTH PERIOD PRIOR TO WHEN THE CLAIM AROSE. | 106 | EACH PARTY'S TOTAL CUMULATIVE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT (WHETHER IN CONTRACT, TORT, STRICT LIABILITY, OR ANY OTHER THEORY) WILL IN NO EVENT EXCEED THE TOTAL FEES PAID AND PAYABLE BY CUSTOMER TO SpaceXSI UNDER THIS AGREEMENT IN THE 12 MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE FIRST CLAIM WITH THE FOLLOWING EXCEPTIONS: (a) EITHER PARTY'S OBLIGATIONS IN SECTION 9 (INDEMNIFICATION); (b) EITHER PARTY'S OBLIGATIONS IN SECTION 10 (CONFIDENTIAL INFORMATION); (c) EITHER PARTY'S OBLIGATIONS REGARDING THE OTHER PARTY'S INTELLECTUAL-PROPERTY RIGHTS; (d) EITHER PARTY'S GROSS NEGLIGENCE, FRAUD, OR WILLFUL MISCONDUCT; (e) CUSTOMER'S OBLIGATIONS TO COMPLY WITH THE AUP; AND (f) CUSTOMER'S PAYMENT OBLIGATIONS. |
| 108 | INDEMNIFICATION Indemnification by xAI. xAI shall indemnify and defend Customer from and against any claims, costs, damages, losses, liabilities and expenses (including reasonable outside attorneys' fees and costs) arising from infringement of patent, copyright, trademark, or other intellectual property right asserted against Customer by a third party based upon Customer's use of the Services in accordance with the terms of this Agreement; provided that xAI shall have received from Customer: (a) prompt written notice of such claim; (b) the exclusive right to control and direct the investigation, defense, or settlement (if applicable) of such claim (as long as such settlement releases Customer from any and all liability); and (c) all reasonable necessary cooperation of Customer at xAI's expense. | 107 | INDEMNIFICATION Indemnification by SpaceXSI. |
| 109 | In addition, Customer may, at its own cost and expense, appoint its own counsel with respect to defense of the claim; and any settlement that does not provide for a full and unconditional release of Customer shall require Customer's consent. | 108 | SpaceXSI will defend Customer and its Affiliates from and against any third-party claim and indemnify and hold them harmless against any resulting costs, damages, losses, liabilities, and expenses (including reasonable outside attorneys' and experts' fees and costs) (collectively, " Losses ") alleging that Customer's authorized use of the Services infringes a third party's intellectual-property rights (collectively, " IP Claim "). |
| 110 | If Customer's use of any Service is, or in xAI's opinion is likely to be, enjoined due to the type of infringement specified above, or if required by settlement, xAI may, in its sole and reasonable discretion: (x) substitute substantially functionally similar products or services; (y) procure for Customer the right to continue using the Services; or if (x) and (y) are commercially impracticable, (z) terminate this Agreement and refund to Customer any unused, prepaid fees paid by Customer for the terminated period. | 109 | If an IP Claim or settlement thereof makes the Services (or any portion thereof) unusable by Customer, or if SpaceXSI reasonably believes it likely will, SpaceXSI may, at its option and expense: (a) procure for Customer the right to continue using the affected Services; (b) replace or modify the affected Services to make them non-infringing while providing substantially equivalent functionality; or (c) if (a) or (b) are not commercially reasonable, terminate the affected Services and refund to Customer a pro-rata portion of any prepaid, unused fees for the remaining Subscription Term. |
| 111 | The foregoing indemnification obligation of xAI shall not apply to the extent that the alleged infringement arises from: (1) any modification of the Services, including fine-tuning or other customization, other than by or on behalf of xAI; (2) access to or use of any Service in combination with any hardware, system, software, network, or other products, materials or services not provided by or on behalf of xAI, including the Bundled Services; (3) use of the Services in breach of this Agreement, including the AUP, Documentation, DPA, and xAI Privacy Policy; or (4) Input, Output, or any training data Customer provides to xAI, if any. | 110 | SpaceXSI's obligations under this Section 9.1 will not apply to any IP Claim to the extent arising from: (1) use of the Services other than as authorized in this Agreement; (2) unauthorized modifications to the Services by Customer or any third party; (3) use of the Services in combination with any third-party products, open-source components, hardware, software, systems, services, or data not approved by SpaceXSI; (4) Bundled Services, Additional Bundled Services, or any other third-party products or integrations; (5) any Services provided on a no-charge, trial, beta, preview, or evaluation basis (including all Beta Offerings); (6) Input; Output intentionally or recklessly prompted by Customer, Permitted Users, or End Users to be infringing; or any training data provided by Customer; or (7) Customer's continuation of allegedly infringing activity after SpaceXSI has provided a non-infringing alternative or modification. |
| 112 | THIS SECTION 9.1 SETS FORTH XAI'S SOLE LIABILITY AND CUSTOMER'S SOLE AND EXCLUSIVE REMEDY WITH RESPECT TO ANY CLAIM OF INTELLECTUAL PROPERTY INFRINGEMENT. | 111 | THIS SECTION 9.1 STATES SpaceXSI'S ENTIRE LIABILITY AND CUSTOMER'S EXCLUSIVE REMEDY FOR ANY IP CLAIM. |
| 114 | Customer shall indemnify, defend, and hold harmless xAI and its parents, subsidiaries, and affiliates from and against any and all claims, costs, damages, losses, liabilities and expenses (including reasonable attorneys' fees and costs) arising out of or in connection with any claim from an End-User or any claim arising from or relating to (a) violation of any applicable laws relating to use of the Services (including, without limitation, privacy laws, regulations, or rights), or breach of Section 3.1, (b) use of the Services in violation of this Agreement, the AUP, Documentation, DPA, or xAI Privacy Policy, (c) the Bundled Services or Additional Bundled Services, or (d) the deletion of any User Content pursuant to Customer's use of ZDR. | 113 | Customer will defend SpaceXSI and its Affiliates from and against any third-party claim (including by End Users) and indemnify and hold them harmless against any resulting Losses arising out of or relating to: (a) use of the Services in a manner not authorized by this Agreement; (b) allegations that Customer's Inputs, Customer's use or distribution of Outputs, or any data provided by Customer infringes or misappropriates a third party's intellectual-property rights, privacy rights, publicity rights, or any other applicable law; (c) Customer's breach of Sections 2, 3.1, 11.1 or 11.2; (d) any Bundled Services or Additional Bundled Services; (e) allegations that Output infringes third-party rights or violates applicable law to the extent such allegations would not have arisen but for Customer's, Permitted Users', or End Users' specific Inputs, prompts, instructions, or modifications; or (f) the deletion of any User Content pursuant to Customer's use of ZDR. |
| 115 | This indemnification obligation is subject to Customer receiving: (x) prompt written notice of such claim (but in any event notice in sufficient time for Customer to respond without prejudice); (y) the exclusive right to control and direct the investigation, defense, or settlement of such claim (any settlement, subject to xAI's prior written consent); and (z) all reasonably necessary cooperation of xAI at Customer's expense. | 114 | Indemnification Procedure. |
| 115 | Each Party's indemnity obligations in this Section 9 are conditioned on the indemnified Party: (a) promptly notifying the indemnifying Party of the claim (provided delayed notice does not relieve obligations unless it materially prejudices the defense); (b) granting the indemnifying Party sole control of the defense and settlement (provided no settlement admits liability or imposes ongoing obligations on the indemnified Party without its prior written consent, not to be unreasonably withheld, conditioned, or delayed); and (c) providing reasonable assistance and cooperation at the indemnifying Party's reasonable expense. | ||
| 116 | The indemnified Party may participate in the defense at its own expense with counsel of its choice. | ||
| 117 | " Confidential Information " means information disclosed by one party to the other that is marked as confidential or proprietary or that ought reasonably to be understood as confidential or proprietary. | 118 | " Confidential Information " means information disclosed by a Party or its Affiliates (" Disclosing Party "), including by its agents, consultants, and professional advisors, to the other Party or its Affiliates (" Receiving Party "), (a) in written or other tangible form and marked "Confidential" or similar, (b) identified as confidential or proprietary information at the time of disclosure, or (c) under circumstances by which the Receiving Party should reasonably understand such information is to be treated as confidential, whether or not marked "Confidential." Without any marking or further designation, subject to Sections 3 and 4, (i) all SpaceXSI Technology, performance information relating to the Services, and the terms and conditions of this Agreement (including fees and pricing information) will be deemed SpaceXSI's Confidential Information; and (ii) all User Content will be deemed Customer's Confidential Information. |
| 118 | All xAI Technology, performance information relating to the Services, and the terms and conditions of this Agreement (including the fees and pricing information) shall be deemed Confidential Information of xAI without any marking or further designation. | 119 | Non-Use and Non-Disclosure Obligations. |
| 119 | Customer's Confidential Information includes User Content (subject to Section 3). | 120 | The Receiving Party agrees that it will hold in strict confidence and not disclose Confidential Information to any individual or third party except to the Receiving Party's employees, directors, officers, bona fide potential acquirers or investors in connection with a proposed transaction, independent contractors, agents, consultants, and professional advisors (collectively, " Authorized Recipients ") who have a need to know or as expressly approved in writing by the Disclosing Party, who have signed confidentiality agreements containing, or are otherwise bound by, confidentiality obligations at least as restrictive as those contained herein and who will use Confidential Information only as permitted in accordance with this Agreement. |
| 120 | Confidential Information does not include information that the recipient already lawfully knew, that becomes public through no fault of the recipient, that was independently developed by the recipient without any reference to or use of Confidential Information, or that was rightfully obtained by the recipient from a third party. | 121 | The Receiving Party will protect Confidential Information with at least the same degree of care that the Receiving Party uses to protect its own confidential information, but in no case less than reasonable care. |
| 121 | Obligations. | 122 | The Receiving Party will be responsible for any unauthorized use or disclosure of Confidential Information by its Authorized Recipients. |
| 122 | The recipient agrees not to disclose Confidential Information except to its Affiliates, employees, contractors and agents who need to know it and have agreed in writing to keep it confidential. | 123 | The Receiving Party will promptly notify the Disclosing Party in writing upon discovery of any loss or unauthorized disclosure of Confidential Information and cooperate with the Disclosing Party to investigate and mitigate any adverse effects. |
| 123 | Only those parties may use the Confidential Information, and only to exercise the recipient's rights and fulfill its obligations under this Agreement, while using at least a reasonable degree of care to protect it. | 124 | The Receiving Party will not modify, reverse engineer, disassemble, or decompile Confidential Information unless otherwise expressly authorized by this Agreement or otherwise in writing by the Disclosing Party. |
| 124 | The recipient may also disclose Confidential Information to the extent required by law after providing reasonable notice to the discloser and cooperating to obtain confidential treatment. | 125 | The Receiving Party will not reproduce Confidential Information in any form except as permitted by, or required for performance of, this Agreement. |
| 125 | Unauthorized disclosure of Confidential Information may cause harm not compensable by damages, and the disclosing party may seek injunctive or equitable relief in a court of competent jurisdiction, without posting a bond, to protect its Confidential Information. | 126 | Any reproduction by a Receiving Party of any Confidential Information will remain the property of the Disclosing Party and will preserve all confidential or proprietary notices or legends that appear on the original unless otherwise authorized in writing by the Disclosing Party. |
| 127 | Exceptions. | ||
| 128 | The Receiving Party will not have any obligations under this Agreement with respect to a specific portion of the Confidential Information if such Receiving Party can prove that such portion of Confidential Information: (a) is or becomes publicly known through no wrongful act or omission of the Receiving Party, (b) is rightfully communicated to the Receiving Party from a third party without obligation of confidentiality, (c) is approved for release by written authorization of the Disclosing Party, (d) is already in the possession of, or lawfully known by, the Receiving Party at the time of disclosure by the Disclosing Party, or (e) was developed by the Receiving Party independently and without the use of any Confidential Information. | ||
| 129 | The Receiving Party may disclose certain Confidential Information without violating the obligations of this Agreement to the extent such disclosure is required by applicable law or a valid order of a court or other governmental body having jurisdiction provided that the Receiving Party: (x) provides the Disclosing Party with reasonable prior notice of such disclosure (to the extent legally permitted); (y) gives the Disclosing Party an opportunity to challenge or limit the disclosure requirement or seek an appropriate protective order; and (z) reasonably cooperates with the Disclosing Party to narrow the scope of such disclosure to only that portion of the Confidential Information that is necessary to fulfill the order or requirement. | ||
| 130 | Return or Destruction. | ||
| 131 | Upon written request of the Disclosing Party, the Receiving Party will promptly return to the Disclosing Party or destroy all documents and other tangible materials representing the Disclosing Party's Confidential Information, provided, however, that the Receiving Party may retain and use such Confidential Information if and to the extent expressly permitted by a license or similar right under this Agreement or a separate agreement. | ||
| 132 | Notwithstanding the foregoing, each Party will be permitted to retain copies of the other Party's Confidential Information solely for archival, audit, legal, and/or regulatory purposes provided that any Confidential Information so retained will: (a) remain subject to the obligations and restrictions contained in this Agreement; and (b) in a manner consistent with the retaining Party's routine document retention policies and procedures. | ||
| 133 | No Implied Right, Relationship, or Warranty to Confidential Information. | ||
| 134 | Confidential Information is and will remain the sole property of the Disclosing Party, and no license or other right to Confidential Information or intellectual property is granted or implied in this Agreement or by any disclosure except as expressly provided herein. | ||
| 135 | The Disclosing Party provides Confidential Information on an " AS-IS " basis for use by the Receiving Party at its own risk. | ||
| 136 | The Disclosing Party disclaims all warranties to its Confidential Information, whether express, implied, or statutory, including as to accuracy, performance, completeness, and suitability. | ||
| 137 | Irreparable Injury. | ||
| 138 | Each Party acknowledges that its or any of its Authorized Recipients' breach of this Section 10 (Confidential Information) may cause irreparable damage to the other Party and hereby agrees that the other Party will be entitled to seek injunctive relief under this Agreement, as well as such further relief as may be granted by a court of competent jurisdiction. | ||
| 127 | Customer acknowledges that if Customer, Permitted Users, or End-Users submit to the Services any data that includes "personal data" or "personal information" (as those terms are defined under applicable privacy laws), xAI will process such data as a processor on Customer's behalf, and xAI's Data Processing Addendum (as it may be updated from time to time) (" DPA "), which is incorporated herein by reference, shall automatically apply. | 140 | Customer acknowledges that if Customer, Permitted Users, or End Users submit to the Services any data that includes "personal data" or "personal information" (as defined under applicable privacy laws), SpaceXSI will process such data as a processor on Customer's behalf, and SpaceXSI's Data Processing Addendum located at https://x.ai/legal/data-processing-addendum as it may be updated from time to time (" DPA "), which is incorporated herein by reference, shall automatically apply. |
| 128 | In addition, Customer represents and warrants that it will not intentionally submit, and will use reasonable efforts to prevent Permitted Users and End-Users from submitting any "protected health information" as defined under the HIPAA Privacy Rule (45 C.F.R. § 160.103) unless Customer has first entered into a Business Associate Agreement or Amendment (" BAA ") with xAI that amends this Agreement and also uses xAI's ZDR-Enabled API to submit that data. | 141 | Customer represents and warrants that it will not intentionally submit, and will use reasonable efforts to prevent Permitted Users and End Users from submitting, any "protected health information" as defined under the HIPAA Privacy Rule (45 C.F.R. § 160.103) unless Customer has first entered into a Business Associate Agreement or Amendment (" BAA ") with SpaceXSI that amends this Agreement and also uses SpaceXSI's ZDR-Enabled API to submit that data. |
| 129 | Customer will ensure that use of the Services, Bundled Services, any Additional Bundled Services, and User Content complies with Customer privacy policies and all applicable local, state, federal and international laws, regulations and conventions, including, without limitation, those related to data privacy, international communications, transfer of technical or personal data, and export and sanctions laws. | 142 | Customer will ensure that use of the Services, Bundled Services, any Additional Bundled Services, and User Content complies with Customer's privacy policies and all applicable laws. |
| 132 | Customer represents and warrants that it will not intentionally submit, and will use reasonable efforts to prevent Permitted Users and End Users from submitting, any Personal Data to the Services except through xAI's ZDR-Enabled API. | 145 | Customer represents and warrants that it will not intentionally submit, and will use reasonable efforts to prevent Permitted Users and End Users from submitting any Personal Data to the Services except through SpaceXSI's ZDR-Enabled API. |
| 133 | Customer acknowledges and agrees that: (i) when using ZDR, only Customer (and not xAI) will retain or have access to such Personal Data; (ii) as a result, xAI will lack the information necessary to fulfill many obligations typically imposed on a subprocessor under a data processing agreement; and (iii) Customer is solely responsible for ensuring that all Personal Data is processed exclusively through the ZDR-Enabled API. xAI shall have no responsibility or liability for any processing of Personal Data that occurs outside the ZDR-Enabled API. | 146 | Customer acknowledges and agrees that: (i) when using ZDR, only Customer (and not SpaceXSI) will retain or have access to such Personal Data; (ii) as a result, SpaceXSI will lack the information necessary to fulfill many obligations typically imposed on a subprocessor under a data processing agreement; and (iii) Customer is solely responsible for ensuring that all Personal Data is processed exclusively through the ZDR-Enabled API. |
| 134 | Customer's failure to process Personal Data exclusively through the ZDR-Enabled API as required hereunder shall constitute a material breach of this Agreement. | 147 | If Customer elects ZDR, then Customer's failure to process Personal Data exclusively through the ZDR-Enabled API as required hereunder shall constitute a material breach of this Agreement and SpaceXSI shall have no responsibility or liability for any such processing of Personal Data that occurs outside the ZDR-Enabled API. |
| 135 | Customer further acknowledges and agrees that, when using xAI's ZDR-Enabled API, xAI will not retain any User Content (including Personal Data) after processing is complete. | 148 | Customer further acknowledges and agrees that, when using SpaceXSI's ZDR-Enabled API, SpaceXSI will not retain any User Content (including Personal Data) after processing is complete. |
| 137 | Customer is solely responsible for maintaining its own copies of any such User Content if retention is required Security. xAI shall use reasonable physical, technical, and administrative procedures designed to protect, safeguard and help prevent loss, misuse, and unauthorized access, disclosure, alteration or destruction of User Content, as described at https://x.ai/security and Appendix 2 of the DPA, and xAI will reasonably choose these safeguards in line with industry standards and based on the sensitivity of the information that is collected, processed, and stored and the current state of applicable technology. | 150 | Customer is solely responsible for maintaining its own copies of any such User Content if retention is required. |
| 138 | PUBLICITY Except as otherwise agreed in writing (email to suffice), neither party may use the other's name, logos, or marks without the other party's written pre-approval in each case. | 151 | Security. |
| 139 | CLASS ACTION/JURY TRIAL WAIVER BY ENTERING INTO THIS AGREEMENT, CUSTOMER AND XAI ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO BRING, JOIN, OR PARTICIPATE IN ANY PURPORTED CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION, OR OTHER REPRESENTATIVE PROCEEDING OF ANY KIND AS A PLAINTIFF OR CLASS MEMBER. | 152 | SpaceXSI will implement and maintain commercially reasonable physical, technical, organizational, and administrative measures designed to protect, safeguard, and help prevent loss, misuse, and unauthorized access, disclosure, alteration, and destruction of User Content as described at https://x.ai/security and Appendix 2 of the DPA. |
| 140 | GENERAL TERMS Assignment. | 153 | SpaceXSI will reasonably choose these safeguards in line with industry standards and based on the sensitivity of the information that is collected, processed, and stored, and the current state of applicable technology. |
| 141 | This Agreement will bind and inure to the benefit of each party's permitted successors and assigns. | 154 | PUBLICITY Neither Party may use the other's name, logos, or marks without the other Party's written pre-approval in each case (email to suffice). |
| 142 | Neither party may assign this Agreement or any of its right or obligations hereunder except upon the advance written consent of the other party, except that either party may assign this Agreement and all of its rights and obligations hereunder without such consent to an Affiliate or to a successor entity in connection with a merger, reorganization, acquisition or other transfer of all or substantially all of such party's assets or voting securities. | 155 | Any permitted use of the other Party's marks shall comply with the owner's then-current brand guidelines and inure to the benefit of the owner. |
| 156 | GENERAL TERMS Force Majeure. | ||
| 157 | Neither Party shall be liable to the other for any delay in performance of, or failure to perform, any of its obligations under this Agreement (other than any obligation to pay fees when due) if, and to the extent that, such delay or failure is directly caused by a Force Majeure Event. | ||
| 158 | A " Force Majeure Event " means any event or circumstance occurring after the Effective Date that (a) is beyond the reasonable control of the affected Party; (b) could not reasonably have been foreseen or avoided as of the Effective Date; and (c) prevents or materially impedes such Party's performance under this Agreement, including, but not limited to, strikes, lockouts, or other labor disputes; blockades; acts of war, terrorism, or civil commotion; riots; natural disasters such as earthquakes, floods, hurricanes, or fires; epidemics or pandemics; acts, orders, or restrictions imposed by any governmental authority; and widespread failures or diminishment of power, telecommunications, data networks, or services. | ||
| 159 | The affected Party shall (i) promptly notify the other Party in writing of the occurrence of a Force Majeure Event; and (ii) use commercially reasonable efforts to mitigate the effects of the Force Majeure Event. | ||
| 160 | Subcontractors; Independent Contractors. | ||
| 161 | SpaceXSI may use the services of subcontractors for performance of services under this Agreement, provided that SpaceXSI remains fully liable for such subcontractors' compliance with the terms of this Agreement. | ||
| 162 | The relationship between the Parties is that of independent contractors. | ||
| 163 | Nothing in this Agreement shall be construed to create any partnership, joint venture, employment, franchise, agency, or other relationship between the Parties. | ||
| 164 | Neither Party is or shall represent itself as an agent, employee, or legal representative of the other Party, and neither Party shall have any authority to bind the other Party or assume or create any obligation on behalf of the other Party. | ||
| 165 | Governing Law; Jurisdiction and Venue. | ||
| 166 | This Agreement and any dispute or claim arising out of or relating to it or the Services (including non-contractual disputes or claims) shall be governed by, and construed in accordance with, the laws of the State of Texas without regard to conflict-of-laws principles. | ||
| 167 | The Parties irrevocably agree that the state and federal courts located in Wichita County, Texas shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement or the Services, and each Party hereby irrevocably submits to the exclusive jurisdiction and venue of such courts and waives any objection to such jurisdiction or venue on the grounds of inconvenient forum or otherwise. | ||
| 168 | For the avoidance of doubt, the choice of law and forum selection provisions of this Section 13.3 shall apply to any pending or future dispute regardless of when the conduct relating to the dispute arose or occurred. | ||
| 169 | All SpaceXSI Affiliates consent to jurisdiction and venue in Wichita County, Texas and shall be deemed express third-party beneficiaries of the provisions in this Section 13.3 to the extent permitted by applicable law. | ||
| 170 | Class Action and Jury Trial Waiver. | ||
| 171 | EACH PARTY ACKNOWLEDGES AND AGREES THAT, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IT HEREBY IRREVOCABLY WAIVES (A) ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING, OR CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICES; AND (B) ANY RIGHT IT MAY HAVE TO COMMENCE, JOIN IN, OR PARTICIPATE IN (OR TO RECOVER DAMAGES OR OTHER RELIEF IN CONNECTION WITH) ANY CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION, OR OTHER REPRESENTATIVE PROCEEDING OF ANY KIND, WHETHER AS A PLAINTIFF, CLASS MEMBER, OR OTHERWISE. | ||
| 172 | ANY PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICES SHALL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS, AND NO RELIEF AWARDED IN ANY SUCH PROCEEDING MAY AFFECT OTHER USERS OF THE SERVICES. | ||
| 173 | Third-Party Beneficiaries. | ||
| 174 | This Agreement is made solely for the benefit of the Parties and their respective permitted successors and assigns, provided, however, that all SpaceXSI Affiliates shall be express third-party beneficiaries of Sections 8, 13.3, and 13.4 of this Agreement to the extent permitted by applicable law. | ||
| 175 | Except as expressly provided herein and in Section 1.3, no other person or entity shall have any rights, benefits, or remedies under this Agreement, and nothing in this Agreement, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit, or remedy of any nature. | ||
| 176 | Export Control and Sanctions Compliance. | ||
| 177 | Each Party represents, warrants, and covenants that it will comply, will cause its Affiliates to comply, and to the extent reasonably practicable that End Users comply with all applicable export and re-export control laws and trade and economic sanctions laws (collectively, " Trade Controls "). | ||
| 178 | Neither Party, nor any of its Affiliates, nor (to its knowledge) any director, officer, employee, agent, or other person acting on its behalf, nor any person or entity owning 50% or more of its equity securities or other equivalent voting interests, is (a) a person or entity identified on any applicable economic sanctions or export control lists; or (b) organized, resident, or located in, or an agency or instrumentality of the government of, any country or territory that is the target of comprehensive U.S. sanctions or embargoes (collectively, " Restricted Persons "). | ||
| 179 | Customer further agrees that, in connection with this Agreement, Customer: (i) shall not (directly or indirectly) make the Services, Bundled Services, nor Additional Bundled Services available to any Restricted Persons. | ||
| 180 | Each Party shall promptly notify the other Party in writing if it becomes aware of any change that would render the foregoing representations and warranties inaccurate. | ||
| 181 | Limitations Period. | ||
| 182 | To the fullest extent permitted by applicable law, any claim or cause of action arising out of or relating to this Agreement (including non-contractual disputes or claims) must be commenced within two years and one day after such claim or cause of action accrues. | ||
| 183 | A claim or cause of action accrues on the earlier of (a) the date of the event giving rise to the claim or cause of action, or (b) the date on which the claiming Party knew or, through the exercise of reasonable diligence, should have known of such event. | ||
| 184 | Any claim or cause of action not commenced within this two-year and one-day period shall be permanently barred. | ||
| 185 | This limitations period applies to all claims and causes of action, including claims for breach of contract, tort, breach of warranty, or under any other legal or equitable theory, except where a shorter period is required by applicable law. | ||
| 186 | Construction. | ||
| 187 | Each Party acknowledges and agrees that any interpretation of this Agreement may not be construed against a Party by virtue of that Party's having drafted the provisions. | ||
| 188 | All references to days in this Agreement or in any Order Forms are to calendar days unless expressly stated otherwise. | ||
| 189 | All references to applicable law are to applicable law and regulations. | ||
| 190 | Notices. | ||
| 191 | Any notice, consent, claim, demand, or waiver required or permitted by this Agreement will be made in writing and be deemed delivered (a) upon receipt when delivered by hand; (b) when received by the addressee if sent by a nationally recognized overnight courier (receipt requested); (c) on the date sent by email if sent during normal business hours of the recipient and on the next business day if sent after normal business hours of the recipient; or (d) on the third business day after the date mailed, by certified or registered mail, return receipt requested, postage prepaid. | ||
| 192 | Notices shall be sent to the respective Parties at the addresses in the signature block of this Agreement, and all notices to SpaceXSI shall additionally be emailed to legal-notices@x.ai. | ||
| 193 | Either Party may change its notice address by providing notice of such change to the other Party in accordance with this Section. | ||
| 194 | Amendment; No Waiver; Severability; Integration; Counterparts; Assignment. | ||
| 195 | No modification, amendment, or waiver of any provision of this Agreement will be effective unless it is made in writing and executed by a duly authorized representative of each Party, nor shall any course of dealing, or failure to enforce any right or remedy operate as a waiver thereof. | ||
| 196 | Any purchase order, order confirmation, invoice, acknowledgement, or other similar document issued by Customer, and any supplier onboarding forms, portals, hyperlinks, or other documentation presented by Customer to SpaceXSI (whether before or after the Effective Date, and whether or not click-through, electronic signature, or other acknowledgement or acceptance is required or obtained), shall be used solely for administrative or accounting purposes, including to identify the products or services ordered, quantities, delivery details, and associated fees. | ||
| 197 | Such documents and any terms or conditions contained therein shall have no legal effect on this Agreement or any Order Form. | ||
| 198 | Any pre-printed, additional, conflicting, or different terms or conditions in those documents shall be null and void and shall not become part of this Agreement or any Order Form, even if SpaceXSI accepts, acknowledges, signs, clicks through, performs under, or otherwise assents to such document or terms. | ||
| 199 | If any provision of this Agreement is held by a court of competent jurisdiction to be illegal, invalid, or unenforceable, (a) such provision shall be limited, construed, or reformed to the minimum extent necessary to make it valid and enforceable while preserving the original intent of the Parties; and (b) the remaining provisions of this Agreement shall remain in full force and effect. | ||
| 200 | This Agreement is the complete, final, and exclusive statement of the mutual understanding of the Parties with respect to its subject matter and supersedes all prior and contemporaneous discussions and agreements, whether written or oral, between the Parties with respect to such subject matter. | ||
| 201 | This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. | ||
| 202 | Execution and delivery of this Agreement may be evidenced by electronic signatures. | ||
| 203 | This Agreement will bind and inure to the benefit of each Party's permitted successors and assigns. | ||
| 204 | Neither Party may assign this Agreement or any of its rights or obligations hereunder without the advance written consent of the other Party, except that either Party may assign this Agreement and all of its rights and obligations hereunder without such consent to (a) an Affiliate; or (b) a successor entity in connection with a merger, reorganization, acquisition or other transfer of all or substantially all of such Party's assets or voting securities. | ||
| 144 | Force Majeure. | — | Removed |
| 145 | Neither party shall be liable to the other for any delay or failure to perform any obligation under this Agreement (except for a failure to pay fees) if the delay or failure is due to unforeseen events which occur after the signing of this Agreement and which are beyond the reasonable control of such party, such as a strike, blockade, war, act of terrorism, riot, natural disaster, epidemic, pandemic, government act or failure, or failure or diminishment of power or telecommunications or data networks or services. | — | Removed |
| 146 | Subcontractors. xAI may use the services of subcontractors for performance of services under this Agreement, provided that xAI remains responsible for the acts and omissions of its subcontractors and such subcontractors' compliance with the terms of this Agreement, including any acts or omissions that, if taken (or not taken) by xAI, would constitute a breach of the Agreement. | — | Removed |
| 147 | Independent Contractors. | — | Removed |
| 148 | The parties to this Agreement are independent contractors. | — | Removed |
| 149 | There is no relationship of partnership, joint venture, employment, franchise or agency created hereby between the parties. | — | Removed |
| 150 | Neither party will have the power to bind the other or incur obligations on the other party's behalf without the other party's prior written consent. | — | Removed |
| 151 | Severability. | — | Removed |
| 152 | If any provision of this Agreement shall be adjudged by any court of competent jurisdiction to be unenforceable or invalid, that provision shall be limited to the minimum extent necessary so that this Agreement shall otherwise remain in effect. | — | Removed |
| 153 | Governing Law; Jurisdiction and Venue. | — | Removed |
| 154 | This Agreement shall be governed by the laws of the State of Tennessee without regard to conflict of laws principles. | — | Removed |
| 155 | The exclusive venue for any judicial action arising out of or relating to this Agreement will be the state and federal courts in Wichita County or Tarrant County, Texas, and the parties hereby irrevocably consent to the exclusive jurisdiction and venue of such courts. | — | Removed |
| 156 | Limitations Period. | — | Removed |
| 157 | Any claims or causes of action between You and xAI must be filed within one (1) year after such claim or cause of action accrues. | — | Removed |
| 158 | For purposes of this section, a claim or cause of action accrues when the event giving rise to the claim occurs, or when the claimant knew or should have known of the event, whichever is earlier. | — | Removed |
| 159 | Any claim or cause of action not filed within this one-year period shall be forever barred, to the fullest extent permitted by Tennessee law. | — | Removed |
| 160 | This limitation applies to all claims, including but not limited to claims for breach of contract, tort, warranty, or any other legal theory, unless a shorter period is mandated by applicable statute. | — | Removed |
| 161 | Notice. | — | Removed |
| 162 | Any notice or communication required or permitted under this Agreement shall be in writing. xAI may provide Customer with notices at the email address associated with Customer's account or at the physical address (if any) provided. | — | Removed |
| 163 | Notices may be provided to xAI at the following address: 1450 Page Mill Rd., Palo Alto, CA 94304. | — | Removed |
| 164 | Physical notices shall be deemed to have been received by the addressee (a) if given by hand, immediately upon receipt; (b) if given by overnight courier service, the first business day following dispatch or (c) if given by registered or certified mail, postage prepaid and return receipt requested, the second business day after such notice is deposited in the mail. | — | Removed |
| 165 | Email notices shall be deemed to have been received on the date of receipt of the email. | — | Removed |
| 166 | In addition, any legal notices to xAI must be delivered to the following email address: legal@x.ai but, notwithstanding earlier receipt via email, legal notices will be deemed received when the physical notice is received (as set forth in preceding sentence). | — | Removed |
| 167 | Amendments; Waivers. xAI may modify or update this Agreement from time to time in its sole discretion, including by posting the update on xAI's website. | — | Removed |
| 168 | If xAI determines in its sole discretion that changes to this Agreement materially impact Customer's rights and obligations, xAI will make commercially reasonable efforts to provide at least thirty (30) days' notice before the modifications go into effect, unless the update is necessary for xAI to comply with applicable law, in which case xAI will provide Customer with as much notice as is reasonably possible. | — | Removed |
| 169 | Customer's continued use of the Services after any change to this Agreement constitutes Customer's acceptance of the updated Agreement. | — | Removed |
| 170 | All other changes will be effective on the date xAI posts the updated Agreement. | — | Removed |
| 171 | If Customer does not agree to any part of the modifications, Customer must not continue to access or use the Services. | — | Removed |
| 172 | Except as provided above, no supplement, modification, or amendment of this Agreement shall be binding, unless executed in writing by a duly authorized representative of each party to this Agreement. | — | Removed |
| 173 | No waiver will be implied from conduct or failure to enforce or exercise rights under this Agreement, nor will any waiver be effective unless in a writing signed by a duly authorized representative on behalf of the party claimed to have waived. | — | Removed |
| 174 | Purchase orders (and similar documents) issued by Customer are for administrative purposes only (e.g. setting forth products and services ordered and associated fees) and any additional or different terms or conditions contained in any such order shall not apply (even if the order is accepted, or performed on by xAI). | — | Removed |
| 175 | No Third-Party Rights. | — | Removed |
| 176 | There are no third-party beneficiaries to this Agreement. | — | Removed |
| 177 | Export Compliance. | — | Removed |
| 178 | Each party shall comply with all applicable export and re-export control and trade and economic sanctions laws, including the Export Administration Regulations, trade and economic sanctions, and the International Traffic in Arms Regulations. | — | Removed |
| 179 | Neither party, nor any of its subsidiaries or any person acting on its behalf or owning 50% or more of its equity securities or other equivalent voting interests, is (a) a person on the List of Specially Designated Nationals and Blocked Persons or any other list of sanctioned persons administered by OFAC or any other governmental entity, or (b) a national or resident of, or a segment of the government of, any country or territory for which the United States has embargoed goods or imposed trade sanctions. | — | Removed |
| 180 | Entire Agreement. | — | Removed |
| 181 | This Agreement is the complete and exclusive statement of the mutual understanding of the parties, and supersedes and cancels all previous written and oral agreements and communications, relating to the subject matter of this Agreement. | — | Removed |
| 182 | Any pre-printed terms in a Customer purchase order or similar document are null and void. | — | Removed |
| 183 | Copy black SVG Copy white SVG | — | Removed |
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