Effective date: 11-04-2023
Email: [email protected]
Address: X.AI Corporation 216 Park Road Burlingame, CA 94010
Please note that at this time, only persons located in the U.S. are authorized to access and use the Services. If you are located outside of the U.S., you have no right to access or use the Services.
Please read these Terms carefully. These Terms include information about future changes to the Services and these Terms, limitations of liability, a class action waiver and resolution of disputes by arbitration instead of in court. PLEASE NOTE THAT YOUR USE OF AND ACCESS TO OUR SERVICES ARE SUBJECT TO THESE TERMS; IF YOU DO NOT AGREE TO ALL OF THE FOLLOWING, YOU MAY NOT USE OR ACCESS THE SERVICES IN ANY MANNER. ARBITRATION NOTICE AND CLASS ACTION WAIVER: EXCEPT FOR CERTAIN TYPES OF DISPUTES DESCRIBED IN THE ARBITRATION PROVISION BELOW, YOU AGREE THAT DISPUTES BETWEEN YOU AND US WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION AND YOU WAIVE YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION.
1. Changes to the Services and Terms.
We are constantly trying to improve our Services, so they may change over time. We may suspend or discontinue any part of the Services, introduce new features, impose limits on certain features or restrict access to parts or all of the Services. We reserve the right to remove any Materials (as defined below) from the Services at any time, for any reason (including, but not limited to, if someone alleges you contributed any of the foregoing in violation of these Terms), in our sole discretion, and without notice.
Our Terms may also need to change along with our Services. We reserve the right to change the Terms at any time, but if we do, we will place a notice on our site located at x.ai, send you an email, and/or notify you by some other means.
If you don’t agree with the new Terms, you are free to reject them; unfortunately, that means you will no longer be able to use the Services. If you use the Services in any way after a change to the Terms is effective, that means you agree to all of the changes. Except for changes by us as described here, no other amendment or modification of these Terms will be effective unless in writing and signed by both you and us.
Please note that at this time, only persons located in the U.S. age eighteen (18) and older are authorized to access and use the Services. If you are located outside of the U.S. or under the age of eighteen (18), you have no right to access or use the Services.
3. Access to the Services; Account.
You may be required to use your account credentials from other services (each, a “Third Party Account”), such as those offered by X, or otherwise be able to use such a Third Party Account, to access the Services, or certain parts or features of the Services. By using the Services through a Third Party Account, you represent and warrant that you have all rights and authorizations necessary to do so and you permit us to access certain information from such account for use by the Services.
Additionally, you may be required to sign up for an account, select a password and user name (“xAI User ID”), and provide us with certain information or data, such as your contact information. You promise to provide us with accurate, complete and updated registration information about yourself. You may not select as your xAI User ID a name that you do not have the right to use, or another person’s name with the intent to impersonate that person. You may not transfer your account to anyone else without our prior written permission. You will not share your xAI User ID, account, password or any other access tools or credentials with anyone, and you must protect the security of each of the foregoing.
You are solely responsible for any activity associated with your Third Party Account, your xAI User ID and account and any other access tools or credentials in connection with the Services.
As part of the Services, you may receive communications through the Services, including messages that xAI sends you (for example, via email). When signing up for the Services, you may receive a welcome message and instructions on how to stop receiving messages.
5. Use Rights; Restrictions.
Subject to these Terms and your compliance with them, we grant you a non-exclusive, non-sublicensable and non-transferable license to access and use the Services. If your access or use of the Services is prohibited by applicable laws, then you aren’t authorized to access or use the Services. We can’t and won’t be responsible for your accessing or using the Services in a way that breaks the law.
You represent, warrant and agree that you will not provide or contribute anything, including any Materials or User Submissions (as those terms are defined below), to the Services, or otherwise access, use or interact with the Services, in a manner that:
- infringes or violates the intellectual property rights or any other rights of anyone else (including xAI);
- violates any law or regulation, including, without limitation, any applicable export control laws, privacy laws or any other purpose not reasonably intended by xAI;
- attempts, in any manner, to obtain the password, account, other access tools or credentials or other security information from any other user;
- violates the security of any computer network, or cracks any passwords or security encryption codes;
- runs Maillist, Listserv, any form of auto-responder or “spam” on the Services, or any processes that run or are activated while you are not logged into the Services, or that otherwise interfere with the proper working of the Services (including by placing an unreasonable load on the Services’ infrastructure);
- “crawls,” “scrapes,” or “spiders” any page, data or portion of or relating to the Services or Materials (through use of manual or automated means);
- copies or stores any significant portion of the Materials;
- decompiles, reverse engineers or otherwise attempts to obtain the source code or underlying ideas or information of or relating to the Services (only to the extent such restrictions are not contrary to applicable law); or
- sends us any personal information of a child under sixteen (18) years of age.
If you violate any of these restrictions, without limiting any of our other remedies, we may terminate your access to the Services.
Prompts, User Submissions, Outputs and Materials.
In order to use the Services, you may provide input or prompts to the Services (“Prompts”). All Prompts, and anything else you post, upload, share, store, or otherwise provide or contribute to the Services are your “User Submission(s)”. Our Services may provide responses or outputs to your Prompts (“Outputs”) (User Submissions and Outputs, collectively, “Materials”). As between the parties, you retain all right, title and interest in and to your User Submissions. Some User Submissions may be viewable by other users. Subject to these Terms, and your compliance with them, you may use the Outputs.
You are solely responsible for all User Submissions you provide or contribute, in any manner, to the Services. You represent and warrant that you have all rights necessary to do so, including obtaining all necessary consents or approvals and providing all necessary notices, and that the User Submissions (and our use of the User Submissions as contemplated by these Terms) comply with all applicable laws, rules and regulations. Any Materials publicly posted or privately transmitted through the Services are your sole responsibility, and you provide and/or access all such Materials at your own risk. We aren’t liable for any errors or omissions in those Materials or for any damages or losses you might suffer in connection with it. We cannot control and have no duty to take any action regarding how you may interpret and use the Materials. You hereby release us from all liability for your having acquired or not acquired Materials through the Services.
Certain features of the Services may allow you to share Materials, such as Outputs, with others, including through your social networks or other Third Party Accounts. If you share Materials from the Services with others through your Third Party Accounts, such as X, you authorize xAI to share those Materials with the applicable Third Party Account provider. Please review the policies of any Third Party Account providers you share Materials with or through for additional information about how they may use Materials. If you redistribute Materials, you must be able to edit or delete any such Materials you redistribute, and you must edit or delete it promptly upon our request.
6. xAI’s Rights.
You understand that xAI owns and retains all right, title and interest in and to the Services. No rights or licenses are granted to you except as expressly and unambiguously set forth in these Terms.
License. You acknowledge and agree that we may use, display, modify, and redistribute Materials (a) to provide the Services to you and (b) to develop, train, test, improve and operate the Services (including our artificial intelligence and/or machine learning models).
Feedback. You may (but are not obligated to) provide suggestions, comments or other feedback to us (“Feedback”). You shall, and hereby do, grant to us a non-exclusive, worldwide, perpetual, irrevocable, transferable, sub-licensable, royalty-free, fully paid up license to use, exercise and exploit the Feedback for any purpose.
7. Copyright Dispute Policy.
We reserve the right to delete or disable material or content residing on or accessible through the Services that is alleged to be infringing, and to terminate the accounts of repeat alleged infringers. To review our complete Copyright Dispute Policy and learn how to report potentially infringing content, click here.
8. Third-Party Websites or Services; User Disputes.
The Services may contain links or connections to third-party websites or services that are not owned or controlled by xAI. When you access third-party websites or use third-party services, you accept that there are risks in doing so, and that xAI is not responsible for such risks.
Your interactions with organizations and/or individuals found on or through the Services, including payment and delivery of goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such organizations and/or individuals. You should make whatever investigation you feel is necessary or appropriate before proceeding with any online or offline transaction with any of these third parties. You agree that xAI shall not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings.
If there is a dispute between participants on this site or Services, or between users and any third party, you agree that xAI is under no obligation to become involved. In the event that you have a dispute with one or more other users, you release xAI and its directors, officers, employees, agents and successors from claims, demands, and damages of every kind or nature, known or unknown, suspected or unsuspected, disclosed or undisclosed, arising out of or in any way related to such disputes and/or our Services. You shall and hereby do waive California Civil Code Section 1542 or any similar law of any jurisdiction, which says in substance: “A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.”
9. Fees; Payment.
The Services are currently free, but we reserve the right to charge for certain or all Services in the future. We will notify you before any Services you are then using begin carrying a fee, and if you wish to continue using such Services, you must pay all applicable fees for such Services.
xAI is also free to terminate (or suspend access to) your use of the Services or your account for any reason in our discretion, including your breach of these Terms. xAI has the sole right to decide whether you are in violation of any of the restrictions set forth in these Terms.
Account termination may result in destruction of any Materials associated with your account, so keep that in mind before you decide to terminate your account. We will try to provide advance notice to you prior to our terminating your account so that you are able to retrieve any important User Submissions you may have stored in your account (to the extent allowed by law and these Terms), but we may not do so if we determine it would be impractical, illegal, not in the interest of someone’s safety or security, or otherwise harmful to the rights or property of xAI.
If you have deleted your account by mistake, contact us immediately at [email protected] – we will try to help, but unfortunately, we can’t promise that we can recover or restore anything.
Provisions that, by their nature, should survive termination of these Terms shall survive termination. By way of example, all of the following will survive termination: any obligation you have to indemnify us, any of our warranty disclaimers, any limitations on our liability, any terms regarding ownership or intellectual property rights (including licenses granted by you to us), and terms regarding disputes between us, including, without limitation, the arbitration provision.
Warranty Disclaimer. xAI and its licensors, suppliers, partners, parent, subsidiaries or affiliated entities, and each of their respective officers, directors, members, employees, consultants, contract employees, representatives and agents, and each of their respective successors and assigns (xAI and all such parties together, the “xAI Parties”) make no representations or warranties concerning the Services, including without limitation, regarding any Materials. The xAI Parties will not be responsible or liable for the accuracy, copyright compliance, legality, or decency of material contained in or accessed through the Services, including without limitation any Materials, or any claims, actions, suits procedures, costs, expenses, damages or liabilities arising out of use of, or in any way related to your participation in, the Services. You assume all risk arising from or in any way related to your use of the Services (including any actions taken by a third party using your account), the Materials, and any products or services that you develop, produce, market or distribute using or otherwise in connection with the Services. The xAI Parties make no representations or warranties regarding suggestions or recommendations of services or products offered or purchased through or in connection with the Services. THE SERVICES AND ANY RESULTS OF THE SERVICES ARE PROVIDED BY XAI (AND ITS LICENSORS AND SUPPLIERS) ON AN “AS-IS” BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR THAT USE OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. SOME STATES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
Limitation of Liability. TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (INCLUDING, WITHOUT LIMITATION, TORT, CONTRACT, STRICT LIABILITY, OR OTHERWISE) SHALL ANY OF THE XAI PARTIES BE LIABLE TO YOU OR TO ANY OTHER PERSON FOR (A) ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING DAMAGES FOR LOST PROFITS, BUSINESS INTERRUPTION, LOSS OF DATA, LOSS OF GOODWILL, WORK STOPPAGE, ACCURACY OF RESULTS, OR COMPUTER FAILURE OR MALFUNCTION, (B) ANY SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY, (C) ANY AMOUNT, IN THE AGGREGATE, IN EXCESS OF ONE-HUNDRED ($100) DOLLARS OR (D) ANY MATTER BEYOND OUR REASONABLE CONTROL. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL OR CERTAIN OTHER DAMAGES, SO THE ABOVE LIMITATION AND EXCLUSIONS MAY NOT APPLY TO YOU.
Indemnity. You agree to indemnify and hold the xAI Parties harmless from and against any and all claims, liabilities, damages (actual and consequential), losses and expenses (including attorneys’ fees) arising from or in any way related to any claims relating to (a) your use of the Services (including any actions taken by a third party using your account), the Materials, or any products or services that you develop, produce, market or distribute using or otherwise in connection with the Services and (b) your violation of these Terms.
Trademarks. You may not use our names, logos, trademarks, service marks or other identifiers without our prior written consent.
Assignment. You may not assign, delegate or transfer these Terms or your rights or obligations hereunder, or your Services account, in any way (by operation of law or otherwise) without xAI’s prior written consent. We may transfer, assign or delegate these Terms and our rights and obligations without consent.
Choice of Law. These Terms are governed by and will be construed under the Federal Arbitration Act, applicable federal law, and the laws of the State of Nevada, without regard to the conflicts of laws provisions thereof.
Arbitration. Please read the following ARBITRATION PROVISION carefully because it requires you to arbitrate certain disputes and claims with xAI and limits the manner in which you can seek relief from xAI. Both you and xAI acknowledge and agree that for the purposes of any dispute arising out of or relating to the subject matter of these Terms, xAI’s officers, directors, employees and independent contractors (“Personnel”) are third-party beneficiaries of these Terms, and that upon your acceptance of these Terms, Personnel will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as the third-party beneficiary hereof. - Arbitration Rules; Applicability of Arbitration. The parties shall use their best efforts to settle any dispute, claim, question or disagreement arising out of or relating to the subject matter of these Terms directly through good-faith negotiations, which shall be a precondition to either party initiating arbitration. If such negotiations do not resolve the dispute, it shall be finally settled by binding arbitration in Clark County, Nevada. The arbitration will proceed in the English language, in accordance with the JAMS Streamlined Arbitration Rules and Procedures (the “Rules”) then in effect, by one commercial arbitrator with substantial experience in resolving intellectual property and commercial contract disputes. The arbitrator shall be selected from the appropriate list of JAMS arbitrators in accordance with such Rules. Judgment upon the award rendered by such arbitrator may be entered in any court of competent jurisdiction. - Costs of Arbitration. The Rules will govern payment of all arbitration fees. xAI will pay all arbitration fees for claims less than seventy-five thousand ($75,000) dollars. xAI will not seek its attorneys’ fees and costs in arbitration unless the arbitrator determines that your claim is frivolous. - Small Claims Court; Infringement. Either you or xAI may assert claims, if they qualify, in small claims court in Clark County, Nevada or any United States county where you live or work. Furthermore, notwithstanding the foregoing obligation to arbitrate disputes, each party shall have the right to pursue injunctive or other equitable relief at any time, from any court of competent jurisdiction, to prevent the actual or threatened infringement, misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents or other intellectual property rights. - Waiver of Jury Trial. YOU AND XAI WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO GO TO COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR JURY. You and xAI are instead choosing to have claims and disputes resolved by arbitration. Arbitration procedures are typically more limited, more efficient, and less costly than rules applicable in court and are subject to very limited review by a court. In any litigation between you and xAI over whether to vacate or enforce an arbitration award, YOU AND XAI WAIVE ALL RIGHTS TO A JURY TRIAL, and elect instead to have the dispute be resolved by a judge. - Waiver of Class or Consolidated Actions. ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION PROVISION MUST BE ARBITRATED OR LITIGATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS BASIS. CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR LITIGATED JOINTLY OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER. If, however, this waiver of class or consolidated actions is deemed invalid or unenforceable, neither you nor xAI is entitled to arbitration; instead all claims and disputes will be resolved in a court as set forth in (vii) below. - Opt-out. You have the right to opt out of the provisions of this Section by sending written notice of your decision to opt out to the following address: X.AI Corporation 216 Park Road Burlingame, CA 94010, postmarked within thirty (30) days of first accepting these Terms. You must include (a) your name and residence address, (b) the email address and/or telephone number associated with your account, and (c) a clear statement that you want to opt out of these Terms’ arbitration provision. - Exclusive Venue. If you send the opt-out notice in (vi), and/or in any circumstances where the foregoing arbitration provision permits either you or xAI to litigate any dispute arising out of or relating to the subject matter of these Terms in court, then the foregoing arbitration provision will not apply to either party, and both you and xAI agree that any judicial proceeding (other than small claims actions) will be brought in the state or federal courts located in, respectively, Clark County, Nevada, or the federal district in which that county falls. - Severability. If the prohibition against class actions and other claims brought on behalf of third parties contained above is found to be unenforceable, then all of the preceding language in this arbitration provision will be null and void. This arbitration provision will survive the termination of your relationship with xAI.
Miscellaneous. You will be responsible for paying, withholding, filing and reporting all taxes, duties and other governmental assessments associated with your activity in connection with the Services, provided that xAI may, in its sole discretion, do any of the foregoing on your behalf or for itself as it sees fit. The failure of either you or us to exercise, in any way, any right herein shall not be deemed a waiver of any further rights hereunder. If any provision of these Terms are found to be unenforceable or invalid, that provision will be limited or eliminated, to the minimum extent necessary, so that these Terms shall otherwise remain in full force and effect and enforceable. You and xAI agree that these Terms are the complete and exclusive statement of the mutual understanding between you and xAI, and that these Terms supersede and cancel all previous written and oral agreements, communications and other understandings relating to the subject matter of these Terms. You hereby acknowledge and agree that you are not an employee, agent, partner or joint venture of xAI, and you do not have any authority of any kind to bind xAI in any respect whatsoever. Except as expressly set forth in the section above regarding the arbitration provision, you and xAI agree there are no third-party beneficiaries intended under these Terms.