Terms of Service

1. Acceptance of terms

By accessing the services, you confirm that you accept these Terms and that you have authority to bind the entity on whose behalf you are acting (the "Customer"). If you do not agree, do not use the services.

2. Account & eligibility

You must be at least 18 years old and legally able to form a binding contract. You are responsible for maintaining the confidentiality of your account credentials and for all activity that occurs under your account. Notify us promptly at security@xaqua.io if you suspect unauthorized access.

Customer is responsible for ensuring authorized users comply with these Terms. Customer remains responsible for the acts and omissions of its users.

3. Subscriptions & billing

Subscription editions

xAQUA is offered in editions including, without limitation, xAQUA Essentials, Standard, Enterprise, and Government. Each edition has its own feature set, deployment shape, and pricing as described on our pricing pages or in your order form.

Fees and payment

• Fees are stated in your order form or, for self-service editions, on the relevant pricing page.
• Self-service subscriptions are billed monthly or annually in advance and are non-refundable except as required by law.
• Enterprise subscriptions are governed by the order form's payment terms (typically net-30 or per executed MSA).
• Late payments accrue interest at 1.5% per month (or the maximum allowed by law, if lower).
• Customer is responsible for taxes other than xFusion's income taxes.

Renewals

Subscriptions auto-renew at the end of each term unless either party provides notice of non-renewal at least 30 days before renewal (or as otherwise specified in the order form).

4. Acceptable use

You agree not to use the services to:

• Violate applicable law or regulation, including export control and sanctions laws.
• Infringe intellectual property rights or misappropriate trade secrets.
• Process data you do not have lawful authority to process.
• Bypass authentication, rate limits, or other technical controls.
• Reverse engineer, decompile, or disassemble the platform except where permitted by applicable law.
• Use the platform to develop a competing offering.
• Resell or sublicense the services without an executed reseller agreement.
• Generate content that is unlawful, harmful, defamatory, or otherwise objectionable.
• Use the services in life-critical, safety-critical, or autonomous-control applications.

We reserve the right to suspend access for material breaches of acceptable use, after providing reasonable notice where practical.

5. Customer data & ownership

Customer Data means any data that Customer or its users submit to the platform or that the platform accesses on Customer's behalf. Customer retains all right, title, and interest in Customer Data. Customer grants xAQUA a limited, non-exclusive license to process Customer Data solely as needed to provide the services.

Customer is responsible for: (a) the legality of Customer Data; (b) obtaining all necessary rights and consents; (c) configuring access controls appropriately; and (d) complying with applicable data protection law.

For workloads involving protected health information, a Business Associate Agreement (BAA) is required. For workloads involving EU personal data, a Data Processing Addendum (DPA) applies.

6. Service levels

For paid subscriptions, the platform availability target is 99.9% measured monthly, excluding scheduled maintenance and force majeure events. Enterprise customers may negotiate enhanced SLAs in their order form. Service level commitments and remedies (e.g., service credits) are described in the applicable Service Level Agreement.

7. Confidentiality

Each party may disclose Confidential Information to the other in the course of performance. The receiving party will use the same degree of care to protect Confidential Information as it uses for its own (and no less than reasonable care). Confidential Information may be used only as needed to perform under these Terms or the order form. Confidentiality obligations survive termination for a period of five years (or, for trade secrets, indefinitely).

8. Intellectual property

The xAQUA platform, software, documentation, trademarks, designs, and all related intellectual property are owned by xFusion Technologies and its licensors. Except for the express licenses granted in these Terms, no rights are granted to Customer.

Feedback you provide about the services may be used by xAQUA without restriction or compensation. We will not attribute Feedback to you without your consent.

9. Warranties & disclaimers

xAQUA warrants that the services will perform materially in accordance with the applicable documentation. Except as expressly provided, the services are provided "as is" and xAQUA disclaims all other warranties, express or implied, including merchantability, fitness for a particular purpose, and non-infringement. AI outputs may contain errors. Customers are responsible for evaluating the accuracy and suitability of outputs for their use case before relying on them.

10. Limitation of liability

To the maximum extent permitted by law, neither party will be liable for indirect, incidental, special, consequential, or punitive damages, or for lost profits, lost revenues, or loss of business, even if advised of the possibility of such damages.

Each party's aggregate liability under these Terms will not exceed the fees paid or payable by Customer to xAQUA in the 12 months preceding the event giving rise to the claim. The foregoing limitation does not apply to: (a) Customer's payment obligations; (b) breaches of confidentiality; (c) Customer's violations of acceptable use; or (d) indemnification obligations.

11. Indemnification

By xAQUA. xAQUA will defend Customer against third-party claims that the platform, as provided by xAQUA and used in accordance with these Terms, infringes a valid intellectual property right, and will pay damages awarded in a final judgment or settlement.

By Customer. Customer will defend xAQUA against third-party claims arising from Customer Data, Customer's misuse of the services, or Customer's violation of acceptable use, and will pay damages awarded in a final judgment or settlement.

Each party's indemnification obligations are conditioned on prompt notice, reasonable cooperation, and the indemnifying party's sole control of defense and settlement.

12. Term & termination

These Terms are effective until terminated. Either party may terminate for material breach if the breach is not cured within 30 days of written notice. Either party may terminate immediately for: (a) the other's bankruptcy or insolvency; (b) violation of acceptable use that creates security risk; or (c) as expressly provided in the order form.

On termination, Customer's right to use the services ceases. xAQUA will make Customer Data available for export for a reasonable transition period (typically 30 days), after which it will be deleted in accordance with our standard retention schedule.

Sections that by their nature should survive termination — including confidentiality, IP, indemnification, limitations, and miscellaneous provisions — survive.

13. Changes & governing law

We may update these Terms periodically. Material changes will be notified at least 30 days in advance. Continued use after the effective date constitutes acceptance.

These Terms are governed by the laws of the State of Delaware, USA, without regard to conflict of laws principles. The parties consent to exclusive jurisdiction of state and federal courts located in Delaware. The UN Convention on Contracts for the International Sale of Goods does not apply.

If any provision is held unenforceable, the remaining provisions remain in effect. These Terms (with the order form, MSA, DPA, BAA, and SLA where applicable) constitute the entire agreement and supersede prior understandings.

14. Contact

Notices under these Terms should be sent to:

• Legal: legal@xaqua.io
• Mail: xFusion Technologies, Inc., Attn: Legal Department, California, United States