Legal

Terms of Service

1. Acceptance of Terms

These Terms of Service (“Terms”) are entered into between Xinference Holdings Pte. Ltd., a Singapore private limited company (“Xinference”, “we”, “us”), and the customer identified in the applicable Order Form or, where there is no Order Form, the entity or individual creating an account (“Customer”, “you”).

These Terms become binding on the earlier of: (a) the date you register for, access or use XAgent; and (b) the date both parties sign an Order Form or other document incorporating these Terms. If you accept these Terms for an organisation, you represent that you have authority to bind it.

1.1 Relationship to a Signed Agreement

These Terms are our default terms. If you sign an Order Form or another agreement for XAgent, that signed document, these Terms, the applicable Data Processing Agreement, any Service Level Agreement expressly incorporated into the Order Form, and the applicable XAgent software licence form the agreement between the parties (the “Agreement”). If they conflict, the following order applies unless the signed document states otherwise: the Order Form, the Data Processing Agreement for personal-data processing, the Service Level Agreement for service levels, these Terms, and referenced policies.

Xinference may contract through more than one entity. If your Order Form identifies a different Xinference entity or governing law, the Order Form controls to the extent of any inconsistency.

2. Definitions

“Action” means an operation performed by an Agent that reads, transmits, creates, changes, publishes or deletes information, communicates with another person or system, executes code, enters a transaction, changes permissions, or otherwise affects a Connected Service or third party.

“Agent” means an AI-enabled configuration, assistant, workflow or group of agents created, selected or operated through XAgent that may plan work, use Models and Tools, retrieve information, generate Outputs and take Actions.

“Connected Service” means a third-party account, application, database, website, API, MCP server, internal system or other service that you connect to or permit an Agent to access.

“Customer Content” means Inputs, files, instructions, Agent configurations, knowledge bases, memories, credentials or connection data, and other material submitted to or retrieved by XAgent for you, excluding Usage Data.

“Deployment Model” means XAgent Cloud, a private-cloud or managed deployment, or a Self-Hosted Deployment, as identified in the Order Form.

“Input” means information, prompts, instructions, files, data or other content submitted to an Agent or retrieved from a Connected Service.

“Model” means a machine-learning or artificial-intelligence model used by XAgent, whether provided by us, self-hosted by you, or supplied by a Third-Party Model Provider.

“Output” means content, recommendations, plans, files, code, communications, tool calls, Actions or other results produced through an Agent.

“Order Form” means an ordering document, quote or online signup referencing these Terms.

“Self-Hosted Deployment” means an installation of XAgent operated by or for you in infrastructure not controlled by us.

“Third-Party Model Provider” means a third party that provides, hosts or licenses a Model or inference service used with XAgent.

“Tool” means a function, connector, API, MCP tool, code-execution facility, browser, file operation or other capability an Agent may invoke.

“Usage Data” means technical, operational, security, metering and diagnostic information about use and performance of XAgent that does not include the content of Inputs or Outputs except where needed to provide support, investigate abuse or security incidents, or as otherwise agreed.

“XAgent” means the XAgent software, hosted services, APIs, interfaces, Agents, templates, documentation and related support supplied under the Agreement.

3. XAgent Service

3.1 Description

XAgent is an agent platform for personal work, reusable team agents and enterprise agent systems. Depending on configuration, it may dynamically plan and decompose tasks, coordinate multiple Agents, select and use Models and Tools, work with files and knowledge bases, maintain Agent memory, execute code, interact with Connected Services, and generate artifacts or take Actions.

Features may differ by plan, Deployment Model, configuration and release. Documentation describes how to configure XAgent, but does not expand our contractual commitments unless expressly incorporated into an Order Form.

3.2 Deployment Models

The applicable Deployment Model is stated in the Order Form. For XAgent Cloud or a managed deployment, we are responsible for the infrastructure we expressly agree to operate. For a Self-Hosted Deployment, you are responsible for installation, infrastructure, network security, availability, backups, access controls, patching and operation, except for support obligations expressly stated in the Order Form.

A Self-Hosted Deployment may still communicate with services selected or enabled by you, including Third-Party Model Providers, Connected Services, update services, licensing services or support systems. Data location and access therefore depend on the actual configuration; self-hosting alone does not mean that no data leaves your environment.

3.3 Changes

We may improve or modify XAgent. We will not materially reduce paid core functionality during an active subscription term without reasonable notice, except where a change is needed to address security, legal, third-party or abuse risks. Preview and beta features may change or be discontinued at any time.

4. Accounts, Workspaces and Administrators

You are responsible for your accounts, credentials and all activity under them. You must provide accurate account information, keep credentials secure, use appropriate multi-factor authentication where available, and promptly notify us of suspected unauthorised access.

Customer administrators control users, roles, Agents, templates, knowledge sources, Tools and Connected Services within their workspace. You are responsible for administrator selections, user access, and Actions taken by your users and Agents. You must remove access when no longer authorised.

5. Customer Content, Inputs and Outputs

5.1 Ownership and Licence

As between the parties, you retain your rights in Customer Content and Inputs. To the extent permitted by law and subject to third-party rights, you own Outputs generated for you. Outputs may not be unique, and other users may receive similar results.

You grant us a limited, non-exclusive licence to host, copy, process, transmit and display Customer Content only as necessary to provide, secure, support and administer XAgent, comply with law, and follow your documented instructions.

5.2 Your Responsibilities

You are responsible for ensuring that you have all rights, permissions and lawful bases needed for Customer Content, Connected Services and requested processing. You must not submit or retrieve content in violation of law, confidentiality obligations, privacy rights, intellectual-property rights or third-party terms.

5.3 Training and Service Improvement

We will not use Customer Content, Inputs or Outputs to train or fine-tune a foundation model for the benefit of another customer without your prior written consent. We may use Usage Data to operate, secure, support and improve XAgent. Third-Party Model Providers and Connected Services process data under their own terms unless the Order Form states that we have contracted with them on your behalf.

5.4 Retention, Export and Deletion

Retention, export and deletion depend on the Deployment Model, workspace configuration, applicable plan and our documented retention practices. During the subscription term, you may export Customer Content using available product functionality. Following termination, we will handle Customer Content in accordance with the Data Processing Agreement and applicable retention documentation, subject to legal holds, security records, backups and data controlled by third parties. You remain responsible for exporting data before access ends.

6. Models, Tools and Connected Services

6.1 Third-Party Models

XAgent may use Models supplied through your own account or by a provider made available through the service. Third-Party Model Providers may retain or use data under their own terms. You are responsible for provider fees and for reviewing applicable terms when you supply an API key or select a provider. We are not responsible for a provider’s output, availability, security, pricing, suspension or changes, except to the extent expressly assumed in an Order Form.

6.2 Tools, MCP Servers and Credentials

Tools and MCP servers can read information, transmit data, execute code and cause changes in external systems. You must evaluate each Tool, grant only necessary permissions, protect credentials and secrets, and revoke access when no longer needed. You authorise XAgent to use credentials and access Connected Services only as configured by you or your authorised users.

Third-party Tools, MCP servers and Connected Services are not controlled by us. Their terms govern your use, and they may be inaccurate, unavailable, compromised or malicious. You are responsible for determining whether their security and data practices are appropriate.

6.3 Tool and Model Costs

Use of Models, Tools or Connected Services may create separate fees payable to third parties. Unless the Order Form expressly states otherwise, those fees are your responsibility.

7. Agent Operation and Human Oversight

Agents may act dynamically and may select steps, Models and Tools based on information encountered during execution. Their behaviour and Outputs are probabilistic and can be inaccurate, incomplete, biased, insecure, unexpected or unsuitable.

You are responsible for configuring, testing, supervising and monitoring Agents and for permissions granted to them. Before production use, you must test relevant failure modes, confirm access boundaries and decide when human approval is required.

You must require meaningful human review before relying on an Output for a decision that materially affects a person and before permitting an Agent to take a high-impact or irreversible Action, including sending external communications, publishing content, entering transactions, changing permissions, deleting data, deploying code or committing funds, unless the risks have been appropriately assessed and controlled.

XAgent Outputs are not professional legal, medical, financial, accounting or other regulated advice. You remain responsible for decisions and Actions taken using XAgent.

8. Acceptable Use

You will not, and will not allow users or Agents to:

• violate applicable law or another person’s rights;
• access a Connected Service, account, system or data without authorisation or contrary to applicable terms;
• circumvent authentication, security controls, rate limits, quotas, metering or safeguards;
• create, distribute or facilitate malware, credential theft, spam, fraud, deception, harassment or unlawful surveillance;
• submit or retrieve content that infringes intellectual-property, privacy, confidentiality or data-protection rights;
• use XAgent to make solely automated high-impact decisions about employment, credit, housing, insurance, healthcare, legal rights or access to essential services where prohibited by law or without required safeguards;
• use XAgent for weapons, critical-infrastructure disruption, exploitation of minors or other activity presenting an unreasonable risk of serious harm;
• reverse engineer hosted portions of XAgent except to the extent the restriction is prohibited by law, while any source-available software remains governed by the applicable XAgent licence; or
• resell, sublicense or provide XAgent as a service bureau except as expressly permitted in the Order Form.

We may investigate suspected violations and suspend an Agent, integration, workspace or account where reasonably necessary to protect XAgent, customers, third parties or the public. Where practical, we will provide notice and an opportunity to cure.

9. Fees, Usage and Taxes

Fees, subscription terms, usage allowances, metering units, overage treatment and payment dates are stated in the Order Form or applicable plan. Fees are non-refundable except as expressly stated in the Agreement or required by law. You are responsible for applicable taxes other than taxes on our net income.

We may charge interest on an amount unpaid by its due date at 1.5% per month, calculated daily, or the maximum rate permitted by law if lower. We may suspend paid access where an amount remains more than 30 days overdue after notice, until overdue fees and interest are paid.

10. Service Availability and Support

Support, maintenance windows, response targets, uptime commitments and service credits apply only if stated in an Order Form or an expressly incorporated Service Level Agreement. Unless otherwise agreed, no service-level commitment applies to free, preview, beta or Self-Hosted Deployments, or to failures caused by customer infrastructure, Models, Tools or Connected Services outside our control.

11. Security

We will maintain reasonable administrative, technical and organisational safeguards appropriate to the parts of XAgent we operate. Specific security commitments, if any, are stated in the Order Form, Data Processing Agreement or security documentation expressly incorporated into the Agreement.

You are responsible for security within your control, including identity management, permissions, secrets, connected accounts, Self-Hosted Deployments, network configuration, backups, Agent approvals and monitoring. No sandbox or security control eliminates all risk, and optional controls protect execution only when correctly enabled and configured.

12. Data Protection

Each party will comply with applicable data-protection laws for personal data it processes under the Agreement. Our handling of personal information as an independent controller is described in the XAgent Privacy Policy. Where we process personal data on your behalf, the applicable Data Processing Agreement governs that processing and prevails over these Terms to the extent of a conflict.

13. Intellectual Property

We and our licensors retain all rights in XAgent, including its hosted software, documentation, designs and improvements, excluding Customer Content. Self-hosted or source-available components are licensed, not sold, under the applicable XAgent software licence. Third-party and open-source components remain subject to their respective licences.

If you provide feedback, you grant us a worldwide, perpetual, irrevocable, royalty-free right to use it without restriction or obligation, provided we do not identify you publicly without permission.

14. Confidentiality

Each party will protect the other’s non-public information disclosed under the Agreement using at least the same care it uses for its own similarly sensitive information and no less than reasonable care. It will use that information only to perform or receive services under the Agreement. Confidentiality obligations do not apply to information that is public through no breach, already lawfully known, independently developed or lawfully received without restriction.

A party may disclose confidential information when required by law if, where legally permitted, it gives prompt notice and reasonable assistance. Each party may disclose confidential information to personnel and contractors who need it and are bound by appropriate confidentiality duties.

15. Warranties and Disclaimers

Each party warrants that it has authority to enter the Agreement. We warrant that paid XAgent services will materially conform to applicable documentation during the subscription term. Your exclusive remedy for breach of this warranty is correction or reperformance, or if we cannot materially correct the breach, termination of the affected service and a refund of prepaid fees for the unused remainder of the affected term.

Except as expressly stated and to the maximum extent permitted by law, XAgent, Agents, Models, Tools, Connected Services and Outputs are provided “as is” and “as available.” We disclaim implied warranties of merchantability, satisfactory quality, fitness for a particular purpose, title and non-infringement. We do not warrant uninterrupted or error-free operation, that safeguards will prevent every harmful Action, or that Outputs or Agent Actions will be accurate, lawful, secure or suitable.

Nothing in the Agreement excludes rights or guarantees that cannot lawfully be excluded.

16. Limitation of Liability

To the maximum extent permitted by law, neither party will be liable for indirect, incidental, special, exemplary, punitive or consequential damages, or for loss of profits, revenue, goodwill, anticipated savings or business opportunity, arising from the Agreement, even if advised of the possibility.

Except for liability that cannot lawfully be limited, each party’s total aggregate liability arising from the Agreement will not exceed the fees paid or payable for XAgent during the twelve months preceding the event giving rise to the claim. The treatment of confidentiality breaches, data-protection obligations, infringement claims, indemnities, fraud, wilful misconduct and gross negligence must be stated in the applicable Order Form if different from this cap.

17. Indemnification

17.1 By Xinference

We will defend you against a third-party claim alleging that paid XAgent technology supplied by us infringes that third party’s intellectual-property rights, and indemnify you against finally awarded damages or settlements we approve. This does not apply to claims arising from Customer Content, your configuration or modification, continued use after notice, combination with items not supplied by us, or Models, Tools and Connected Services supplied by third parties.

If such a claim is likely, we may obtain the right for continued use, modify or replace the affected technology, or terminate it and refund prepaid fees for its unused term. This Section states our entire obligation for infringement claims.

17.2 By Customer

You will defend us against third-party claims arising from Customer Content, your breach of Section 8, or an Action resulting from your configuration, permissions or use of an Agent in a Connected Service, and indemnify us against finally awarded damages or settlements you approve.

17.3 Process

Indemnification requires prompt notice, reasonable cooperation and control of the defence by the indemnifying party. A settlement may not admit fault by or impose non-monetary obligations on the other party without consent.

18. Term, Suspension and Termination

The Agreement begins on the applicable effective date and continues for the subscription term stated in the Order Form. Renewals occur only as stated there.

Either party may terminate for a material breach not cured within thirty days after written notice, or immediately if the breach cannot be cured. We may suspend access where reasonably necessary for security, non-payment, legal compliance, material Acceptable Use violations or prevention of harm. We will limit suspension to the affected portion where practical.

On termination, your right to use paid hosted services ends and Agents operating through those services stop. For Self-Hosted Deployments, post-termination use, removal and deletion obligations are governed by the applicable software licence and Order Form. Accrued payment obligations and provisions intended by their nature to survive will survive.

19. Governing Law and Disputes

Unless the Order Form states otherwise, the Agreement is governed by the laws of Singapore, without regard to conflict-of-law principles, and each party submits to the non-exclusive jurisdiction of the courts of Singapore. Mandatory consumer rights and any contracting-entity-specific terms remain unaffected.

If a dispute arises, the parties will use reasonable efforts to resolve it within seven days after one party gives written notice of the dispute. If it is not resolved during that period, the parties will use reasonable efforts to settle it through mediation before commencing court proceedings. This does not prevent either party from seeking urgent injunctive or other interim relief.

20. General Provisions

Assignment and subcontracting. We may use subcontractors to perform our obligations but remain responsible for them as required by the Agreement. Neither party may assign the Agreement without the other’s consent, except to an affiliate or in connection with a merger, reorganisation, acquisition or sale of substantially all relevant assets, provided the assignee assumes the obligations.

Notices. Legal notices must be in writing and sent to the address stated in the Order Form or account record. Operational notices may be delivered through XAgent or email.

Entire agreement. The Agreement is the entire agreement on its subject matter and supersedes prior discussions. Purchase-order terms do not modify it.

Severability; waiver. If a provision is unenforceable, the remainder remains effective. Failure to enforce a provision is not a waiver.

Force majeure. Neither party is liable for delay caused by events beyond its reasonable control, excluding payment obligations.

Amendments. We may update these Terms on reasonable notice. Updates generally apply at renewal, except changes needed for law, security, abuse prevention or new features may take effect earlier as stated in the notice. An update will not retroactively materially reduce rights during a paid term unless required by law.

No third-party beneficiaries. The Agreement creates no rights for third parties except as expressly stated.

21. Contact

Questions about these Terms and legal notices may be sent to legal@xinference.co or to the address identified in the applicable Order Form.