x.ai Terms of Service Agreement

Last modified: September 13th, 2017

These Terms of Service (“Terms”) govern the use of various artificial intelligence powered personal assistance services, software and websites (the “Services” or “Site”) provided by x.ai, inc. (“x.ai”, “us”, “our” or “we”). By using any of our Services or this Site, you (the “Customer” or “User”) and users of the Services under your account (the “End Users”) agree and are deemed to have agreed to be bound by and comply with these Terms, our Privacy Policy and our Security Policy. If you are using our Services on behalf of an organization or entity (“Organization”), then you are agreeing to these Terms on behalf of that Organization and you represent and warrant that you have the authority to bind the Organization to these Terms. In that case, ”Customer”, “User”, “you” and “your” refers to that Organization and its End Users. In addition, when using particular services or materials on or related to the Services, Users shall be subject to any posted rules applicable to such services or materials that may contain terms and conditions in addition to those in the Terms. All such guidelines or rules are hereby incorporated by reference into the Terms of Service.

The Terms of Service are effective as of the “Last Modified” date identified at the top of this page. We expressly reserve the right to change the Terms from time to time without notice to you. You acknowledge and agree that it is your responsibility to review this Site and these Terms of Service from time to time and to familiarize yourself with any modifications. Your continued use of the Services after such modifications will constitute acknowledgement of the modified Terms and agreement to abide by and be bound by the modified Terms of Service. However, for any material modifications to the Terms of Service or in the event that such modifications materially alter your rights or obligations hereunder, such amended Terms of Service will automatically be effective upon the earlier of (i) your continued use of the Services with actual knowledge of such modifications, or (ii) 30 days from publication of such modified Terms of Service. Notwithstanding the foregoing, the resolution of any dispute that arises between you and us will be governed by the Terms of Service in effect at the time such dispute arose.

Overview of our Services

x.ai provides digital scheduling services for appointments made between you and other people whom you specify (“Contacts”). As such, in providing the Services, we need to communicate with you and Contacts on your behalf. You therefore agree that we will be, and you consent to us, sending you messages relevant to your use of the Services. In order to fulfil your instructions, you also agree that the Services may, on your behalf, contact your Contacts. For example, if you use the Services to organize a meeting with three people, each of them will receive communications using the appropriate medium informing them of your intent. Further, you may configure or request the Services to automatically take specific actions in stipulated situations or in response to certain events, such as responding to certain types of messages from specific people. In such cases, you hereby authorize the us to and agree that we may take such actions in such situations or in response to such events on your behalf. In addition to communications that are intrinsic to the Services, we may also send you administrative and service messages, announcements about the Services (including new features and/or components) and other information.

Modifications to the Services

We reserve the right, at our sole discretion, to modify, discontinue or terminate the Services, partially or entirely, without prior notice to you. That means we may add or remove features, products, or functionalities, and we may also suspend or stop the Services altogether. Your continued use of the Services constitutes your acceptance of such modifications. If you are not satisfied with a modification we make to the Services, your sole remedy is to terminate your use of the Services. All rights, title and interest in and to the Services and its components (including all intellectual property rights) will remain with and belong exclusively to x.ai.

Privacy

We care about your privacy. Please review our Privacy Policy for more information on how we collect and use data relating to the use and performance of the Services. You agree to our data practices, including the collection, use, processing, and sharing of your information as described in our Privacy Policy.

Account Registration and Fees

x.ai offers Trial, Paid and Free plans for all accounts. A description of the features and pricing associated with these account levels is available on the Site.

In order to gain access to the Services you must register and create an account with x.ai on the Site (“Account”). You agree to provide accurate, current and complete information during the registration process and to update such information to keep it accurate, current and complete. This information includes, but is not limited to, a valid email address and a valid calendar. From time to time your calendar may become disconnected from x.ai due to a change in your security authentication with your calendar provider and you may be asked to reconnect your calendar via https://my.x.ai.

Your Account is non-transferable.

You alone are responsible for safeguarding your calendar, email account and Account. You agree that you will not disclose your password to any third party and that you will take sole responsibility for any activities or action under your Account, whether or not you have authorized such activities or actions. x.ai expressly disclaims any liability arising from unauthorized use of your Account, and you will immediately notify us of any unauthorized use of the Services or security breach of your Account.

If you select a Paid plan, you agree to pay the applicable subscription fee and any taxes and other fees that may accrue in relation to your use of the Services. When you select a Paid plan, you will be required to provide a credit card number and customary billing information such as name and billing address. By selecting a Paid plan and providing your credit card details, you agree to x.ai, or our third party services providers, storing your payment card information and you expressly agree that we, or our third party payment processors, are authorized to charge your payment instrument as set forth herein the Terms. The entire subscription fee, and any applicable taxes, will be payable in advance unless the Paid plan is expressly stated as falling under the Fair Billing policy on the Site. For example, if you select an annual payment option, the entire subscription fee, and any applicable taxes, will be payable in advance. Your payment instrument will be charged on the date your Paid plan starts (“Anniversary Date”). For example, if you select monthly payments, you will automatically be charged the subscription fee, and any applicable taxes, for the month on each of the prior month’s Anniversary Date. If you do not wish to be charged for the next subscription period, you must downgrade to a Free plan or deactivate your Account by using the account deactivation interface provided at https://my.x.ai at least one (1) day before the next Anniversary Date. In the case that an Anniversary Date falls on the 29th, 30th, or 31st of the month, the Anniversary Date will be the earlier of (i) either that day or (ii) in the case of shorter months, the last day of the month.

All fees are non-refundable and non-transferable. All fees and applicable taxes, if any, are payable in United States dollars. All fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and you shall be responsible for payment of all such taxes, levies, or duties. x.ai also reserves the right, at any time, to impose or restructure any fees charged for your use of the Services. We will notify you in advance of any changes with respect to fees it chooses to impose. Your continued use of the Services after any changes with respect to fees go into effect constitutes your agreement to pay the changed fees. If you dispute any charges you must let x.ai know within sixty (60) days after the date that x.ai invoices or bills you. x.ai may choose to bill you through an invoice, in which case, full payment for invoices issued must be received by the date specified in the invoice. Past due fees are subject to a finance charge of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is lower, plus all expenses of collection. If the payment card you provide expires and you do not provide new payment card information or cancel your Account, you authorize us to continue billing you and you agree to remain responsible for any uncollected Fees.

By registering you agree that x.ai may use your name as a reference for marketing or promotional purposes on the Site and in other communication with existing or potential x.ai customers. For example, we might list your company on one of our webpages under lists of x.ai customers. We don’t want to list customers who don’t want to be listed, so you may send an email to help@human.x.ai stating that you do not wish to be used as a reference.

Third Party Providers and Payment Processors

x.ai works with third party service providers to perform services on our behalf and we may share Your Data (as defined below) with such service providers to help us provide, improve, understand, customize, support, and market our Services. When we share information with third party providers, we require them to use your information in accordance with our instruction and terms.

We use third party payment processors to assist in processing your personally identifiable payment information securely. Such third party processors’ use of your personal information is governed by their respective privacy policies which may or may not contain privacy protections as protective as this privacy policy. Payments are currently processed and managed using the third party vendors below.

Third Party Content and Services

Our Services may contain links to third party websites or services that are not owned or controlled by us. We have no control over, and assume no responsibility for, the content, privacy policies, or practices of any third party websites or services. You further acknowledge and agree that we shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods or services available on or through any such websites or services. We strongly advise you to read the terms and conditions and privacy policies of any third party websites or services that you visit.

Licenses

Your Rights. “Your Data” means any data and content you transmit to x.ai or is otherwise made available via the Services. Your Data includes, but is not limited to, any messages you send, meeting information, your calendar data, availability of meeting rooms and other resources available to you as part of your organization, free/busy information for other calendars you may have access to as part of your organization, any Account information you provide and anything else you enter, upload or otherwise make available to the Site or Services. Messages you send using the Services may contain the personal information (including, but not limited to, email addresses and phone numbers) of your Contacts and content provided by your Contacts. You expressly agree that you are authorized to provide us such personal information and content and this constitutes Your Data. You are solely responsible for all Your Data. And you represent and warrant that you own all Your Data or you have all rights that are necessary to grant us the license rights in Your Data under these Terms. You also represent and warrant that neither Your Data, nor your use and provision of Your Data, nor any use of Your Data by x.ai on or through the Services will infringe, misappropriate or violate a third party’s intellectual property rights, or rights of publicity or privacy, or result in the violations of any applicable law or regulation.

Our Rights. We own all copyrights, trademarks, domains, logos, trade dress, trade secrets, patents, and other intellectual property rights associated with our Services. You may not use our copyrights, trademarks, domains, logos, trade dress, patents, and other intellectual property rights unless you have our express written permission.

Your License to Us. You hereby grant to x.ai a limited, non-exclusive, transferable, sublicensable, worldwide, royalty-free license to access, use, copy, store, reproduce, process, adapt, publish, transmit and display the Your Data for the limited purpose of (i) providing the Services and associated customer support to Customer; (ii) displaying Your Data to End Users and Contacts; and (iii) analyzing and improving the Services. x.ai may incorporate into the Services any suggestions or feedback received from the Customer without any obligation to the Customer and any such modifications to the Services shall be the sole and exclusive property of x.ai. We may also share and publish aggregate, anonymized data about the use of our Services by our Customers.

Our License to You. We grant you a limited, revocable, non-exclusive, non-sublicensable, and non-transferable license to use our Services, subject to and in accordance with our Terms. This license is for the sole purpose of enabling you to use our Services, in the manner permitted by our Terms. No licenses or rights are granted to you by implication or otherwise, except for the licenses and rights expressly granted to you.

Term and Termination

The terms will continue in full effect unless and until your Account is terminated as described herein. You agree that x.ai, in its sole discretion, has the right to suspend or terminate your access to all or any part of the Site and Services at any time, with or without cause, with or without notice, effective immediately. We reserve the right to refuse service to anyone for any reason at any time. x.ai shall not be liable to you or any third party for any termination of your access to the Services. In the event x.ai terminates these Terms for your breach, you will remain liable for all amounts due hereunder. You may deactivate your Account at any time by using the account deactivation interface provided at https://my.x.ai. You acknowledge that there will be no refunds for partial months of service if you cancel your Account and that you will lose access to the Services immediately following deactivation. Upon termination, x.ai has the right to delete all data, files, or other information that is stored in your account.

Survival

All provisions of this Agreement which by their nature should survive termination will survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity, and limitations of liability.

Restricted Activities

With respect to your use of the Services, you agree that you will not:

    impersonate any person or entity;

  • use another Customer’s account without permission;
  • violate any law, statute, rule, permit, ordinance or regulation;
  • use the Services directly or indirectly for, to facilitate or otherwise in connection with any unlawful activities;
  • interfere with or disrupt the Services or the servers or networks connected to the Services;
  • use the Services to upload, post, transmit, or otherwise make available any unsolicited or unauthorized advertising, cold sales emails, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any other form of solicitation;
  • use the service to send multiple unsolicited emails asking for a meeting with participants who haven’t agreed to meet with you;
  • send messages using the Services which do not correctly identify the sender and you may not alter the attribution of origin in electronic mail messages or postings;
  • use the Services in any way that infringes any third party’s rights, including but not limited to: intellectual property rights, copyright, patent, trademark, trade secret or other proprietary rights or rights of publicity or privacy;
  • post, email or otherwise transmit any malicious code, files or programs designed to interrupt, damage, destroy or limit the functionality of any computer software or hardware or telecommunications equipment or surreptitiously intercept or expropriate any system, data or personal information;
  • modify, adapt, translate, reverse engineer, decipher, decompile or otherwise disassemble any portion of the Services or any software used on or for the Services;
  • discriminate against or harass x.ai, the Services and/or our employees on the basis of race, national origin, religion, gender, gender identity, physical or mental disability, medical condition, marital status, age or sexual orientation (threats to sue, slander, libel, etc. will all be considered abuse);
  • “Stalk” or otherwise harass anyone;
  • use the Services for any other reason than they are expressly intended;
  • use the Services in any manner not permitted by these Terms.

Confidentiality

During the course of their performance under these Terms, each party may make available to the other party information that is not generally known to the public and at the time of disclosure is either identified as, or should reasonably be understood by the receiving party to be, proprietary or confidential (the “Confidential Information”). Confidential Information shall include, but shall not be limited to: business plans, strategies, forecasts, projects and analyses; financial information and fee structures; business processes, methods and models; employee, customer and supplier information; sales and marketing information. With respect to the Customer, Confidential Information also includes Your Data.

Except as otherwise expressly permitted under these Terms, with the express prior written consent of the disclosing party, or as required by law, the receiving party will not disclose, transmit or otherwise disseminate to a third party any Confidential Information of the disclosing party. The receiving party will use the same care and discretion with respect to the Confidential Information received from the disclosing party as it uses with its own similar information, but in no event less than a reasonable degree of care. x.ai may disclose Customer’s Confidential Information to its employees, consultants, agents or advisors who have a strict need to know such Confidential Information solely for the purpose of performing our obligations under these Terms and only to those who are obligated to maintain the confidentiality of such Confidential Information upon terms at least as protective as those contained in these Terms. Customer may disclose our Confidential Information to its employees, consultants, agents or advisors who have a strict need to know such Confidential Information and are obligated to maintain the confidentiality of such Confidential Information upon terms at least as protective as those contained in these Terms.

The obligations set forth above shall not apply to any Confidential Information that the receiving party can demonstrate: (i) the receiving party possessed, without any obligation of confidentiality, prior to disclosure by the disclosing party; (ii) is or becomes publicly available without breach of the Terms of Service by the receiving party; (iii) is or was independently developed by the receiving party without the use of any Confidential Information of the disclosing party; or (iv) is or was received by the receiving party from a third party that does not have an obligation of confidentiality to the disclosing party or its affiliates. Either party may disclose the Terms of Service to potential parties to an acquisition or similar transaction to facilitate due diligence and closing of the transaction, provided that potential party is subject to written non-disclosure obligations and limitations on use only for the prospected transaction. The receiving party may disclose Confidential Information of the disclosing party if legally required to do so in connection with any legal or regulatory proceeding, provided, however, that in such event the receiving party will, if lawfully permitted to do so, notify the disclosing party within a reasonable time prior to disclosure so as to allow the disclosing party an opportunity to seek appropriate protective measures.

Security

We seek to maintain reasonable security measures in order to attempt to protect against the loss, misuse or unauthorized access of the personally identifying information under our control. Unfortunately, there is no such thing as perfect security. As a result, although we strive to protect personally identifying information, we cannot ensure or warrant the security of any information transmitted through or stored on the Site or the Services (including any computers, servers, storage devices or other computer or telecommunications infrastructure used in providing the Services, whether owned or operated by us or any third party). x.ai will make commercially reasonable efforts to ensure that all facilities used to store and process Your Data meet a high standard for security. For more information on our current practices and policies regarding data privacy, security and confidentiality, please see https://x.ai/security.

Disclaimers

YOU AGREE THAT USE OF THE SERVICES IS ENTIRELY AT YOUR OWN RISK. THE SERVICES ARE PROVIDED ON AN “AS IS” OR “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND. ALL EXPRESS AND IMPLIED WARRANTIES, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF PROPRIETARY RIGHTS, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE ARE EXPRESSLY DISCLAIMED TO THE FULLEST EXTENT PERMITTED BY LAW. TO THE FULLEST EXTENT PERMITTED BY LAW, X.AI DISCLAIMS ANY WARRANTIES FOR OTHER SERVICES OR GOODS RECEIVED THROUGH OR ADVERTISED ON THE SITE OR SERVICES, OR ACCESSED THROUGH ANY LINKS ON THE SITE. X.AI DISCLAIMS ANY WARRANTY THAT THE SERVICES WILL BE ERROR FREE OR UNINTERRUPTED OR THAT ALL ERRORS WILL BE CORRECTED. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM X.AI OR THROUGH THE SERVICES WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN. YOU ARE SOLELY RESPONSIBLE FOR ALL OF YOUR COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS OF THE SERVICES AND WITH OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE SERVICES. YOU UNDERSTAND THAT X.AI DOES NOT ATTEMPT TO VERIFY THE STATEMENTS OF USERS OF THE SERVICES. X.AI MAKES NO REPRESENTATIONS OR WARRANTIES AS TO THE CONDUCT OF USERS OF THE SERVICES OR THEIR COMPATIBILITY WITH ANY CURRENT OR FUTURE USERS OF THE SERVICES.

Limitation of Liability

NEITHER X.AI NOR ANY OTHER PERSON OR ENTITY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE SERVICES WILL BE LIABLE TO YOU FOR ANY LOST PROFITS OR CONSEQUENTIAL, SPECIAL, PUNITIVE, INDIRECT, OR INCIDENTAL DAMAGES RELATING TO, ARISING OUT OF, OR IN ANY WAY IN CONNECTION WITH OUR TERMS, US, OR OUR SERVICES, EVEN IF X.AI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. OUR AGGREGATE LIABILITY RELATING TO, ARISING OUT OF, OR IN ANY WAY IN CONNECTION WITH OUR TERMS, US, OR OUR SERVICES WILL NOT EXCEED THE GREATER OF ONE HUNDRED DOLLARS ($100) OR THE AMOUNT YOU HAVE PAID US IN THE PAST TWELVE MONTHS. THE FOREGOING DISCLAIMER OF CERTAIN DAMAGES AND LIMITATION OF LIABILITY WILL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

Indemnification

You agree to defend, indemnify, and hold harmless x.ai including our affiliates, subsidiaries, parents, successors and assigns, and each of our respective officers, directors, employees, agents, or shareholders from and against all liabilities, damages, losses, and expenses of any kind (including reasonable legal fees and costs) relating to, arising out of, or in any way in connection with any of the following: (a) your access to or use of our Services, including information provided in connection therewith; (b) your breach or alleged breach of our Terms; or (c) any misrepresentation made by you. You will cooperate as fully as required by us in the defense or settlement of any claim.

Disputes

The formation, interpretation and performance of this Agreement and any disputes arising out of it shall be governed by the substantive and procedural laws of the state of New York without regard to its rules on conflicts or choice of law and, to the extent applicable, the laws of the United States of America. The exclusive jurisdiction and venue for actions related to the subject matter hereof shall be the state and federal courts located in the borough of Manhattan, City of New York, state of New York, USA and you hereby submit to the personal jurisdiction of such courts. You hereby waive any right to a jury trial in any proceeding arising out of or related to this Agreement.