Enterprise Terms of Service changed xAI, Oct 19, 2026

xAI · Oct 19, 2026 · 30 added, 30 removed · found in an Internet Archive capture

After this change the quoted clause for trains on api data, zero retention is no longer on the page. The answer is flagged until a person re-reads it.

Added: 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 "). This Agreement sets forth the terms and conditions under which Customer subscribes to and uses such SpaceXSI business services. 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 "). 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.
Added: *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. For consumer use of Grok, please see our Terms of Service - Consumer .
Added: Access to and Use of Services . 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 "). 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. 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. 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.
Added: Permitted Users . 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. Customer will ensure that each Permitted User keeps its user credentials strictly confidential and does not share them with any unauthorized person. 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.
Removed: These Terms of Service - Enterprise (this " Agreement ") are entered into between SpaceXAI LLC (" SpaceXAI ") and the business customer of SpaceXAI for SpaceXAI 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 SpaceXAI each, a " Party " and collectively, the " Parties "). This Agreement sets forth the terms and conditions under which Customer subscribes to and uses such SpaceXAI business services. This Agreement is effective as of the earliest date Customer makes an applicable purchase memorialized by an SpaceXAI online purchase confirmation or executes an Order Form (the " Effective Date "). 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.
Removed: *Note: These terms are for enterprise (business) users of the SpaceXAI API and related SpaceXAI Services (including Grok) who are at least 18 years old. For consumer use of Grok, please see our Terms of Service - Consumer .
Removed: Access to and Use of Services . Subject to the terms and conditions of this Agreement, during the Subscription Term (defined below), SpaceXAI 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 SpaceXAI to Customer (" Documentation "); (b) use SpaceXAI'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 "). 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. No direct contractual relationship is created between SpaceXAI and any End User, and Customer remains fully responsible and liable for all acts and omissions of its End Users. 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.
Removed: Permitted Users . 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. Customer will ensure that each Permitted User keeps its user credentials strictly confidential and does not share them with any unauthorized person. Customer will immediately notify SpaceXAI 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.
Added: Beta Offerings . SpaceXSI may make available certain test features, functionality, or services (" Beta Offerings "). 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. 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. Non-public Beta Offerings constitute SpaceXSI Confidential Information.
Added: 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. 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. 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. SpaceXSI may monitor usage of the Services for compliance with this Agreement. 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. 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.
Added: User Content . " 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). 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. 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. 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. " Output " means any response, result, generated content, or other material produced by the Services in response to an Input (excluding system metadata and logs). " User Content " means, collectively, Input and Output. 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. 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.
Added: Rights in Input and Output . 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)). 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. 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. 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). 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.
Added: De-Identified and Aggregated Data . 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 "). SpaceXSI will own all right, title, and interest in the De-Identified Data and any derivative works thereof.
Added: Deletion and Retention of User Content . 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. 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. 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.
Added: Third-Party Services . The Services may allow Customer, at Customer's option, to access, use, or integrate with third-party products or services (" Third-Party Services "). Third-Party Services are governed by the terms between Customer and the applicable third-party provider (" Third-Party Terms "). 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. 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. 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. 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. SpaceXSI does not provide direct support for any Third-Party Services.
Added: SpaceXSI Technology . 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 ").
Added: Feedback . 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. SpaceXSI may freely incorporate Feedback into its products and services without notice or obligation to Customer.
Removed: Beta Offerings . SpaceXAI may make available certain test features, functionality, or services (" Beta Offerings "). 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 SpaceXAI. 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, SpaceXAI disclaims all liability arising out of or relating to Customer's access to or use of any Beta Offerings. Non-public Beta Offerings constitute SpaceXAI Confidential Information.
Removed: Customer will comply with SpaceXAI'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. 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. 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 SpaceXAI and the Services than this Agreement and the AUP. SpaceXAI may monitor usage of the Services for compliance with this Agreement. If SpaceXAI reasonably believes any violation of this Section has occurred or is occurring, SpaceXAI 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. 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 SpaceXAI's reasonable request.
Removed: User Content . " 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). Input excludes data submitted by Customer to SpaceXAI outside of the Services, including data submitted solely for support, billing, account management, or explicitly designated as non-production or synthetic data. 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. 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 SpaceXAI 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. " Output " means any response, result, generated content, or other material produced by the Services in response to an Input (excluding system metadata and logs). " User Content " means, collectively, Input and Output. Except as expressly set forth in this Agreement, SpaceXAI has no liability whatsoever for any damages, claims, or losses arising from or relating to any Output or Customer's use thereof. SpaceXAI 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.
Removed: Rights in Input and Output . 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, SpaceXAI hereby assigns to Customer all of its right, title, and interest in such Output (but excluding, for clarity, the SpaceXAI Technology (defined below)). Customer hereby grants to SpaceXAI 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. 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. 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). 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.
Removed: De-Identified and Aggregated Data . Except when Customer elects to use SpaceXAI's Zero Data Retention-enabled APIs (" ZDR-Enabled API " or " ZDR "), SpaceXAI 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 "). SpaceXAI will own all right, title, and interest in the De-Identified Data and any derivative works thereof.
Removed: Deletion and Retention of User Content . 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 SpaceXAI; (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 SpaceXAI will retain only the minimum data necessary and will permanently delete it promptly when the justification no longer applies. Notwithstanding the foregoing, when and to the extent Customer elects to use ZDR, User Content will exist in SpaceXAI systems only transiently and solely to the extent required to generate and return the real-time response; SpaceXAI 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. 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 SpaceXAI 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.
Removed: Third-Party Services . The Services may allow Customer, at Customer's option, to access, use, or integrate with third-party products or services (" Third-Party Services "). Third-Party Services are governed by the terms between Customer and the applicable third-party provider (" Third-Party Terms "). 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. 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. 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 SpaceXAI, express, implied, or statutory. SpaceXAI 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. SpaceXAI does not provide direct support for any Third-Party Services.
Removed: SpaceXAI Technology . Customer acknowledges that no intellectual-property rights in the Services or any related technology are assigned or transferred to Customer and that SpaceXAI (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 SpaceXAI 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 " SpaceXAI Technology ").
Removed: Feedback . Customer (a) hereby assigns (and will cause its Permitted Users to assign) to SpaceXAI 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 SpaceXAI 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. SpaceXAI may freely incorporate Feedback into its products and services without notice or obligation to Customer.
Added: Fees, Payment, and Taxes . 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. 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. 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. 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 "). Customer is responsible for paying all Taxes associated with its purchases under this Agreement. 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. For clarity, SpaceXSI is solely responsible for Taxes assessable against SpaceXSI based on its income, property, and employees.
Added: Suspension of Service . 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. 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. 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. 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.
Removed: Fees, Payment, and Taxes . All fees payable to SpaceXAI 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 SpaceXAI 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. As may be permitted by SpaceXAI, 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. If Customer elects to pay by credit card or ACH, Customer hereby authorizes SpaceXAI to charge the designated payment method for all fees due under this Agreement, including any recurring fees upon any automatic renewal. 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 "). Customer is responsible for paying all Taxes associated with its purchases under this Agreement. If SpaceXAI is legally required to pay or collect Taxes for which Customer is responsible under this Agreement, SpaceXAI will invoice Customer for such Taxes and Customer will pay the invoiced amount unless Customer provides SpaceXAI with a valid and applicable tax exemption certificate authorized by the appropriate taxing authority. For clarity, SpaceXAI is solely responsible for Taxes assessable against SpaceXAI based on its income, property, and employees.
Removed: Suspension of Service . SpaceXAI 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 SpaceXAI 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, SpaceXAI's systems, or other customers. Customer's right to cure shall not apply in cases of exigent security risk, illegal activity, imminent harm to SpaceXAI's systems or other customers, or repeated material violations. During any period of suspension, Customer remains responsible for all fees accruing during the suspension period, and SpaceXAI shall have no obligation to retain, maintain, or provide access to Customer data beyond what is required by applicable law or this Agreement. SpaceXAI may condition reinstatement of access upon Customer's payment of all overdue amounts, reimbursement of any costs incurred by SpaceXAI 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.
Added: Termination . 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. 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.
Removed: Termination . At any time in its sole discretion upon 30 days' notice, either Party may terminate this Agreement and/or SpaceXAI 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 SpaceXAI will entitle Customer to receive a pro-rata refund of any prepaid, unused fees for the terminated portion of the Subscription Term. 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.
Added: Limited Warranties . 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. SpaceXSI additionally warrants that, during the Subscription Term, the Services will perform materially in accordance with the applicable Documentation under normal use (" Performance Warranty "). 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. 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. 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.
Added: Warranty Disclaimer . 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.
Removed: Limited Warranties . 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. SpaceXAI additionally warrants that, during the Subscription Term, the Services will perform materially in accordance with the applicable Documentation under normal use (" Performance Warranty "). If Customer provides SpaceXAI notice of any material non-conformity within 30 days of discovery, SpaceXAI 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 SpaceXAI 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. Customer must provide all information and assistance reasonably requested by SpaceXAI to reproduce and diagnose any reported non-conformity, and failure to do so will relieve SpaceXAI of its obligations under this Section. The Performance Warranty will not apply, and SpaceXAI 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 SpaceXAI; (4) Bundled Services, Additional Bundled Services, or any other third-party products or integrations; (5) factors beyond SpaceXAI'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.
Removed: Warranty Disclaimer . EXCEPT FOR THE EXPRESS LIMITED WARRANTIES SET FORTH IN THIS AGREEMENT, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." SpaceXAI, 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.
Added: Limitation of Liability . 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:
Removed: Limitation of Liability . 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 SpaceXAI UNDER THIS AGREEMENT IN THE 12 MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE FIRST CLAIM WITH THE FOLLOWING EXCEPTIONS:
Added: Indemnification by SpaceXSI . 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 "). 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. 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. THIS SECTION 9.1 STATES SpaceXSI'S ENTIRE LIABILITY AND CUSTOMER'S EXCLUSIVE REMEDY FOR ANY IP CLAIM.
Added: Indemnification by Customer . 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.
Removed: Indemnification by SpaceXAI . SpaceXAI 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 "). If an IP Claim or settlement thereof makes the Services (or any portion thereof) unusable by Customer, or if SpaceXAI reasonably believes it likely will, SpaceXAI 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. SpaceXAI'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 SpaceXAI; (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 SpaceXAI has provided a non-infringing alternative or modification. THIS SECTION 9.1 STATES SpaceXAI'S ENTIRE LIABILITY AND CUSTOMER'S EXCLUSIVE REMEDY FOR ANY IP CLAIM.
Removed: Indemnification by Customer . Customer will defend SpaceXAI 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.
Added: Definition . " 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.
Removed: Definition . " 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 SpaceXAI Technology, performance information relating to the Services, and the terms and conditions of this Agreement (including fees and pricing information) will be deemed SpaceXAI's Confidential Information; and (ii) all User Content will be deemed Customer's Confidential Information.
Added: Privacy . 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. 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. 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. Customer is solely responsible for determining the legality of submitting any Personal Data (as defined in the DPA) for processing to the Services; for obtaining all necessary consents, rights, and authorizations for such submissions; and for any consequences of such submissions.
Added: Zero Data Retention . 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. 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. 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. 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. This includes any User Content that may be needed to respond to requests from governmental authorities, auditors, data subjects, or for any other compliance or audit purpose. Customer is solely responsible for maintaining its own copies of any such User Content if retention is required.
Added: Security . 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. 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.
Removed: Privacy . 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), SpaceXAI will process such data as a processor on Customer's behalf, and SpaceXAI'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. 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 SpaceXAI that amends this Agreement and also uses SpaceXAI's ZDR-Enabled API to submit that data. 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. Customer is solely responsible for determining the legality of submitting any Personal Data (as defined in the DPA) for processing to the Services; for obtaining all necessary consents, rights, and authorizations for such submissions; and for any consequences of such submissions.
Removed: Zero Data Retention . 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 SpaceXAI's ZDR-Enabled API. Customer acknowledges and agrees that: (i) when using ZDR, only Customer (and not SpaceXAI) will retain or have access to such Personal Data; (ii) as a result, SpaceXAI 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. 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 SpaceXAI shall have no responsibility or liability for any such processing of Personal Data that occurs outside the ZDR-Enabled API. Customer further acknowledges and agrees that, when using SpaceXAI's ZDR-Enabled API, SpaceXAI will not retain any User Content (including Personal Data) after processing is complete. This includes any User Content that may be needed to respond to requests from governmental authorities, auditors, data subjects, or for any other compliance or audit purpose. Customer is solely responsible for maintaining its own copies of any such User Content if retention is required.
Removed: Security . SpaceXAI 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. SpaceXAI 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.
Added: Subcontractors; Independent Contractors . 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. The relationship between the Parties is that of independent contractors. Nothing in this Agreement shall be construed to create any partnership, joint venture, employment, franchise, agency, or other relationship between the Parties. 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.
Added: Governing Law; Jurisdiction and Venue . 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. 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. 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. 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.
Removed: Subcontractors; Independent Contractors . SpaceXAI may use the services of subcontractors for performance of services under this Agreement, provided that SpaceXAI remains fully liable for such subcontractors' compliance with the terms of this Agreement. The relationship between the Parties is that of independent contractors. Nothing in this Agreement shall be construed to create any partnership, joint venture, employment, franchise, agency, or other relationship between the Parties. 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.
Removed: Governing Law; Jurisdiction and Venue . 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. 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. 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. All SpaceXAI 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.
Added: Third-Party Beneficiaries . 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. 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.
Removed: Third-Party Beneficiaries . This Agreement is made solely for the benefit of the Parties and their respective permitted successors and assigns, provided, however, that all SpaceXAI 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. 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.
Added: Notices . 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. 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 . Either Party may change its notice address by providing notice of such change to the other Party in accordance with this Section.
Added: Amendment; No Waiver; Severability; Integration; Counterparts; Assignment . 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. 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. Such documents and any terms or conditions contained therein shall have no legal effect on this Agreement or any Order Form. 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. 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. 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. 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. Execution and delivery of this Agreement may be evidenced by electronic signatures. This Agreement will bind and inure to the benefit of each Party's permitted successors and assigns. 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. Any attempt to transfer or assign this Agreement except as expressly authorized under this Section will be null and void.
Removed: Notices . 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. Notices shall be sent to the respective Parties at the addresses in the signature block of this Agreement, and all notices to SpaceXAI shall additionally be emailed to legal-notices@x.ai . Either Party may change its notice address by providing notice of such change to the other Party in accordance with this Section.
Removed: Amendment; No Waiver; Severability; Integration; Counterparts; Assignment . 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. 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 SpaceXAI (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. Such documents and any terms or conditions contained therein shall have no legal effect on this Agreement or any Order Form. 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 SpaceXAI accepts, acknowledges, signs, clicks through, performs under, or otherwise assents to such document or terms. 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. 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. 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. Execution and delivery of this Agreement may be evidenced by electronic signatures. This Agreement will bind and inure to the benefit of each Party's permitted successors and assigns. 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. Any attempt to transfer or assign this Agreement except as expressly authorized under this Section will be null and void.

About this change

Page: x.ai/legal/terms-of-service-enterprise
Kind: Terms
Text hash: 28df78bf81c0 to 0ef8b2dd0ca3
Dated by: the first Internet Archive capture sampled that shows the new text; the change happened on or before this date