Plain English. Real agreement.

The Service provides Customer’s Users with a managed agentic operating layer for software delivery. Each subscription includes a workspace runtime, Composer (plan-diff-apply code intelligence), Builder (prompt-to-application generation), Orchestrator (DAG execution with human-in-the-loop gates), the agent runtime, and access to the verified extensions registry. Capacity, regions, and entitlements applicable to Customer are described in the Order Form.

exAI may release updates, fixes, and new capabilities to the Service from time to time. We will not materially reduce the Service’s functionality during a paid term without giving Customer written notice and a reasonable migration window. Beta or experimental features are identified as such in product and are provided without warranty or service-level commitment.

Service levels, support tiers, response targets, and credits are governed by Article 10 and the applicable Order Form. Where this document and the Order Form differ on commercial terms, the Order Form controls.

All subscriptions are organisation-level. Customer designates one or more administrators (each, an “Admin”) who are responsible for adding and removing Users, managing roles and entitlements, configuring single sign-on, and enforcing Customer’s internal security policies inside the Service. Each User account is non-transferable and must be tied to a named individual; shared or generic accounts are prohibited.

Customer is responsible for maintaining the confidentiality of credentials, API keys, and session tokens issued under its account, and for all activity that occurs under those credentials. Customer must promptly notify exAI of any suspected or actual unauthorised access at security@exai.cloud.

Enterprise plans support SSO via SAML 2.0, automatic provisioning via SCIM 2.0, and IP allowlisting. Where Customer enables SSO, Admins may choose to require it for all Users; we recommend doing so.

Customer and its Users must use the Service in compliance with applicable law and these Terms. Customer must not, and must not permit any User or third party to, use the Service to: (a) develop, test, or distribute malware, ransomware, spyware, or any payload designed to gain unauthorised access to a system; (b) conduct research that materially advances the design, manufacture, or use of weapons of mass destruction, including chemical, biological, radiological, or nuclear weapons; (c) generate, host, or distribute child sexual abuse material; (d) create non-consensual sexual or intimate depictions of identifiable individuals; (e) build biometric identification or surveillance systems that operate on individuals without their informed consent; (f) plan, execute, or amplify mass-disinformation campaigns intended to influence elections, public-health response, or critical-infrastructure operations; or (g) engage in any other activity that is illegal under the laws of the jurisdictions in which Customer operates or where the Service is delivered.

exAI may suspend an account or terminate a workspace without prior notice when, in our reasonable judgment, continued operation poses an imminent risk to the Service, to other customers, or to third parties. Where suspension is not time-critical, we will provide notice and an opportunity to cure. Suspension under this Article does not relieve Customer of obligations to pay fees that accrued before the suspension.

Customer agrees that it will respond promptly and in good faith to abuse reports forwarded by exAI and will cooperate with reasonable investigations.

Customer retains all right, title, and interest in and to its Content, including the source code Customer authors, generates, or imports through the Service. exAI claims no ownership over Content and grants no rights in Content to any third party except as Customer directs.

exAI processes Content solely to provide and improve the Service for Customer. We do not use Customer Content to train foundation models, fine-tune general-purpose models, or build derivative model weights for the benefit of other customers. The narrow exception is aggregated, anonymised telemetry — operational counters and shape metrics with all identifiers and code text removed — which we use to operate, secure, and benchmark the Service. The full data-handling specification, including retention windows and sub-processors, is set out in the Privacy Policy and the Data Processing Addendum, both of which form part of this agreement.

Customer represents that it has the rights necessary to submit Content to the Service and that the Content does not infringe the intellectual-property, privacy, or publicity rights of any third party.

The Service, the underlying software, the user interfaces, the documentation, the agent contracts and SDKs, the “exAI” and “exAI Agentic OS” names and logos, and all related intellectual property are and remain the exclusive property of exAI and its licensors. Nothing in these Terms transfers ownership of any exAI intellectual property to Customer.

Subject to payment of fees and compliance with these Terms, exAI grants Customer a limited, non-exclusive, non-transferable, non-sublicensable licence to access and use the Service during the subscription term solely for Customer’s internal business purposes. The licence terminates automatically when the subscription ends or these Terms are terminated.

If Customer provides exAI with feedback, suggestions, or feature requests, exAI may use that feedback to improve the Service without obligation or attribution. We will not represent feedback as a Customer endorsement without Customer’s written consent.

Output generated through Composer, Builder, Orchestrator, agents, or any other AI-assisted surface of the Service (“AI Output”) is part of Customer’s Content. As between Customer and exAI, Customer owns AI Output that the Service produces in response to Customer’s prompts, plans, or DAGs, subject to the rights of any third-party model providers and to the licences of any open-source dependencies that AI Output incorporates.

AI Output is statistical and probabilistic. It can be incorrect, incomplete, or — even when correct — unsuitable for Customer’s specific context. Customer is solely responsible for reviewing AI Output before relying on it in production, deploying it to systems of record, shipping it to end users, or using it to make decisions that affect individuals. exAI does not warrant that AI Output is accurate, fit for a particular purpose, or non-infringing.

AI Output is subject to the Acceptable Use restrictions in Article 04. Customer must not use the Service to generate AI Output that falls within those prohibited categories, and exAI may apply automated and human review to enforce them.

Fees, billing frequency, and payment terms are set out in the Order Form. Subscriptions are billed annually in advance unless the Order Form specifies monthly billing. All fees are exclusive of applicable taxes, withholdings, duties, and levies, which are Customer’s responsibility. Where exAI is required by law to collect tax, the tax will be added to the invoice.

Invoices are due within thirty (30) days of the invoice date. Past-due amounts accrue interest at the lesser of 1.5% per month or the maximum rate permitted by applicable law, calculated from the due date until paid. exAI may suspend the Service if any undisputed amount remains unpaid more than thirty (30) days after the due date, after providing Customer with written notice and at least ten (10) business days to cure.

Fees are non-refundable except as expressly stated in these Terms or in an Order Form. exAI may adjust list prices on renewal with at least sixty (60) days’ written notice; price increases applied at renewal will not exceed the lesser of the published list price or 7% over the prior term.

The initial subscription term is stated on the Order Form. Unless either party gives the other written notice of non-renewal at least thirty (30) days before the end of the then-current term, the subscription automatically renews for successive periods equal to the initial term.

Either party may terminate this agreement for material breach if the breaching party fails to cure the breach within thirty (30) days after receiving written notice describing it. exAI may terminate immediately for breach of Article 04 (Acceptable Use) or for non-payment that remains uncured after the grace period in Article 08.

On termination or expiration, Customer’s right to access the Service ends. exAI will make Customer’s Content available for export for at least thirty (30) days following termination, after which we may delete Content in accordance with our retention schedule. Articles 05, 06, 11, 12, 13, and 14 survive termination.

exAI commits to a monthly availability target of 99.99% for Standard plans and 99.997% for Strategic plans, measured against the Service’s control plane and primary regional data plane, excluding scheduled maintenance windows announced at least seventy-two (72) hours in advance. Live availability is published at /trust and the underlying status feed is available as an authenticated webhook.

Support is tiered by severity. Severity 1 (production down or material data-integrity risk) carries a target first-response time of one (1) hour, twenty-four hours per day, seven days per week, including holidays. Severity 2 (significant degradation, workaround available) is four (4) business hours. Severity 3 (general questions, low-impact issues) is one (1) business day. Strategic plans include a named technical account manager and a dedicated incident bridge.

Where exAI fails to meet the applicable availability target in a given month, Customer is entitled to service credits as set out in the Order Form. Service credits are Customer’s sole and exclusive remedy for missed service-level targets.

“Confidential Information” means any non-public business, technical, or financial information that one party (the “Discloser”) discloses to the other (the “Recipient”), whether orally, in writing, or by inspection, that is identified as confidential or that the Recipient should reasonably understand to be confidential given its nature and the circumstances of disclosure. Customer Content is Customer’s Confidential Information. The Service’s non-public technical specifications, security controls, and pricing are exAI’s Confidential Information.

The Recipient will protect the Discloser’s Confidential Information using at least the same degree of care it uses to protect its own confidential information of similar nature, but in no event less than reasonable care, and will use Confidential Information only for purposes of performing under this agreement. The Recipient will limit access to Confidential Information to its employees, contractors, and agents who have a need to know and are bound by confidentiality obligations no less protective than this Article.

These obligations survive for five (5) years after termination of this agreement. Confidential Information that constitutes a trade secret remains protected for as long as it qualifies as a trade secret under applicable law.

exAI will defend Customer against any third-party claim alleging that the Service, when used in accordance with these Terms, infringes a valid United States, European Union, or United Kingdom patent, copyright, trademark, or trade secret, and will pay any damages finally awarded against Customer by a court of competent jurisdiction or any settlement amounts agreed by exAI in writing. The defence and indemnity do not extend to claims arising out of (a) Customer Content, (b) modifications to the Service made by anyone other than exAI, (c) combinations of the Service with products or data not provided by exAI where the claim would not have arisen without the combination, or (d) Customer’s use of the Service in breach of these Terms.

Customer will defend exAI against any third-party claim arising out of (i) Customer Content, including AI Output that Customer chooses to deploy, (ii) Customer’s breach of Article 04 (Acceptable Use), or (iii) Customer’s violation of applicable law, and will pay any damages finally awarded or settlement amounts agreed.

The party seeking indemnification must promptly notify the indemnifying party of the claim, give the indemnifying party sole control of the defence and settlement, and provide reasonable cooperation. The indemnifying party will not settle a claim in a way that imposes liability or admission of fault on the other party without that party’s prior written consent.

Except as expressly set out in these Terms, the Service is provided “as is” and “as available”. exAI disclaims all other warranties, express or implied, including warranties of merchantability, fitness for a particular purpose, title, and non-infringement, and any warranties arising from course of dealing or usage of trade. exAI does not warrant that the Service will be uninterrupted, error-free, or that AI Output will be accurate or fit for a particular purpose.

Except for liability arising from a party’s indemnification obligations under Article 12, breach of Article 11 (Confidentiality), or Customer’s payment obligations, each party’s total cumulative liability under or in connection with this agreement is limited to the fees Customer paid to exAI under the applicable Order Form during the twelve (12) months immediately preceding the event giving rise to the claim. Neither party is liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for lost profits, lost revenue, or lost business opportunities, even if advised of the possibility of such damages.

Liability for a personal-data breach caused by exAI’s gross negligence or wilful misconduct is uncapped to the extent expressly negotiated and stated on the Order Form. Nothing in these Terms limits or excludes liability that cannot be limited or excluded under applicable law, including liability for death, personal injury caused by negligence, or fraudulent misrepresentation.

For Customers established in the European Union, the European Economic Area, or Switzerland, this agreement is governed by the laws of the Republic of Ireland, without regard to conflict-of-laws principles. For Customers established in the United Kingdom, this agreement is governed by the laws of England and Wales. For all other Customers, this agreement is governed by the laws of the State of Delaware, United States, without regard to conflict-of-laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

Any dispute, controversy, or claim arising out of or in connection with this agreement that the parties cannot resolve through good-faith negotiation within sixty (60) days will be finally settled by arbitration under the Rules of Arbitration of the International Chamber of Commerce, by a single arbitrator appointed in accordance with those Rules. The seat of arbitration is Paris, France; the language is English; the award is final and binding and may be entered in any court of competent jurisdiction.

Each party waives any right to participate in a class, collective, or representative action against the other. Either party may seek interim or injunctive relief in a court of competent jurisdiction to protect its intellectual property or Confidential Information without first resorting to arbitration.