TERMS OF SERVICE.

Acceptance of Terms

These Terms of Service ("Terms") are an agreement between you and XPhi Robotics ("XPhi", "we", "us", "our"). They govern your access to and use of our website at xphirobotics.com, the XPhi data platform, APIs, datasets, capture devices, and related services (together, the "Services").

By accessing or using the Services, you agree to these Terms and our Privacy Policy. If you do not agree, you may not use the Services. If you use the Services on behalf of a company or organisation, you represent that you have authority to bind that entity, and "you" refers to that entity.

If you have signed a Master Services Agreement, Order Form, Data Licence Agreement, or other written agreement with XPhi (an "Agreement"), that Agreement governs where it conflicts with these Terms.

Description of Services

XPhi Robotics provides physical-world and egocentric data infrastructure for robotics and embodied-AI. Our Services include:

• Capture: egocentric and multi-view capture devices, including camera rigs, wrist cameras, IMUs, tactile gloves, and capture software
• Data Engine: data ingestion, synchronisation, storage, quality control, annotation, and labeling
• Datasets: curated physical-world datasets for model training, fine-tuning, and evaluation
• Evaluation and teleoperation services
• APIs, dashboards, and integrations for enterprise robotics workflows

We may add, change, or remove features from time to time. If we remove a material feature of a paid Service, we will give you reasonable notice.

Eligibility and Accounts

You must be at least 18 years old and able to enter a legally binding agreement to use the Services.

You are responsible for:

• Keeping your account credentials confidential
• All activity that occurs under your account
• Keeping your account information accurate and up to date
• Notifying us immediately of any unauthorised access at raushan@xphirobotics.com

Your Data

Ownership. "Customer Data" means data you or your users upload to, capture for, or submit through the Services. You retain all rights in your Customer Data.

Licence to XPhi. You grant XPhi a worldwide, non-exclusive, royalty-free licence to host, copy, process, transmit, annotate, and display Customer Data only as needed to provide, secure, and support the Services, or as permitted in your Agreement.

No training without consent. XPhi will not use your Customer Data to train models for other customers, or include it in datasets provided to third parties, without your prior written consent. We do not sell your Customer Data.

Usage Data. We may collect technical and usage information about how the Services operate, such as performance metrics, device telemetry, and error logs, and use it to operate and improve the Services. Usage Data does not include the content of Customer Data.

Your responsibilities. You represent that you have all rights, notices, and consents required for XPhi to process Customer Data under these Terms, including consent from individuals who appear in or are recorded in that data.

Personal data. Where we process personal data on your behalf, we do so in accordance with our Privacy Policy and any data processing agreement between us.

Recording, Consent, and Bystander Privacy

Egocentric capture records people, places, and activities. When capturing data with XPhi devices or submitting captured data to the Services, you must:

• Obtain informed consent from every wearer or operator, and from any identifiable individual who is the subject of a recording, as required by applicable law, including written consent where required for audio or biometric data
• Provide clear notice to bystanders and others in the capture environment, such as signage, visible recording indicators, or verbal notice
• Obtain permission from the site owner or employer before recording on private premises or in a workplace
• Not record in restrooms, changing rooms, medical or care facilities (unless specifically authorised), schools or childcare settings, places of worship, secure government or military sites, or anywhere people have a reasonable expectation of privacy
• Not intentionally record minors under 18 without verifiable parental consent and XPhi’s prior written approval
• Take reasonable steps to avoid capturing payment card numbers, passwords, government identification, or other sensitive information

XPhi may apply automated privacy protections, including face and licence-plate blurring, audio removal, and redaction of personal information. We may quarantine or delete data we reasonably believe was captured in breach of this section.

XPhi Datasets

Licence. Subject to these Terms, your Agreement, and payment of applicable fees, XPhi grants you a non-exclusive, non-transferable, non-sublicensable licence to use datasets provided by XPhi ("XPhi Datasets") to train, fine-tune, evaluate, and research your own AI models and robotic systems, within the scope set out in your Agreement.

Restrictions. Unless expressly permitted in your Agreement, you may not:

• Sell, resell, publish, sublicense, or redistribute XPhi Datasets or any substantial part of them, whether raw, annotated, or derived
• Attempt to re-identify any individual, or reverse any blurring, anonymisation, or redaction
• Use XPhi Datasets for biometric identification, facial recognition, surveillance, or tracking of individuals
• Use XPhi Datasets to create a competing dataset or data service
• Remove attribution, provenance metadata, or licence notices

Models. You own the models you train using XPhi Datasets, provided you comply with these restrictions. You must take reasonable steps to ensure model outputs do not reproduce identifiable personal data from XPhi Datasets.

Open datasets. Some XPhi Datasets may be released under an open licence. That licence governs those datasets, except that the restrictions on re-identification and biometric identification above continue to apply.

Provenance and consent. Data in XPhi Datasets is collected from contributors who have agreed to our contributor terms and given informed consent. Where a contributor withdraws consent or we are legally required to remove data, we may release an updated dataset version, and you agree to stop using the affected data within 30 days of notice, to the extent technically feasible.

Capture Devices

Ownership. Unless you have purchased a device, all XPhi capture devices loaned or leased to you remain the property of XPhi. You must keep devices secure, use them only for the agreed program, and return them within 15 days of the end of the program or upon our request. You are responsible for loss or damage beyond normal wear and tear.

Software and firmware. Device software and firmware are licensed, not sold. You may not modify, reverse engineer, or tamper with devices, or disable recording indicators or privacy features.

Safety. You must follow all safety instructions provided with the devices. Do not use devices while driving, operating heavy machinery, or in any setting where wearing them would be unsafe, unless the program has been specifically designed and approved by XPhi for that setting.

Data Contributors and Partners

If you capture, annotate, or provide data to XPhi as an individual contributor or data partner, your participation, compensation, intellectual property rights, and consent are governed by a separate contributor or data partner agreement. These Terms apply to your use of the XPhi website, platform, and applications.

Acceptable Use

You agree not to:

• Use the Services for any unlawful, harmful, fraudulent, or deceptive purpose
• Upload or capture data you do not have the right to share, or that infringes any third party’s intellectual property, privacy, or publicity rights
• Upload malware or attempt to gain unauthorised access to any part of the Services or related systems
• Reverse engineer, decompile, or disassemble any part of the Services, except as permitted by law
• Use automated means to scrape, harvest, or extract data without authorisation
• Interfere with or disrupt the Services, infrastructure, or other users
• Resell or sublicense access to the Services without our written consent
• Use the Services or XPhi Datasets for unlawful surveillance or to develop weapons systems
• Use the Services to build a competing product or service

Intellectual Property

XPhi IP. The Services, XPhi Datasets, devices, software, annotation tools, models, algorithms, designs, and content created by XPhi are owned by XPhi and protected by intellectual property laws. Except for the licences expressly granted in these Terms, no rights are transferred to you.

Deliverables. Ownership of custom datasets, annotations, or other deliverables created for you is set out in your Agreement. Where no Agreement applies, you receive the licence described in Section 6.

Feedback. If you provide suggestions or feedback about the Services, we may use them without restriction or compensation to you.

Fees and Payment

Fees for paid Services are set out in your Agreement, Order Form, or subscription plan. Unless otherwise stated, fees are in US dollars, exclude applicable taxes, and are due within 30 days of invoice. Fees are non-refundable except as required by law or expressly stated in your Agreement. We may suspend access to paid Services for overdue amounts after giving you at least 10 days' written notice.

Confidentiality

Each party will protect the other party’s non-public business, technical, and data information with at least reasonable care, use it only for the purposes of these Terms, and disclose it only to personnel and advisers who need to know it and are bound by similar obligations. This does not apply to information that is publicly available, already known to the recipient, independently developed, or lawfully received from a third party. A party may disclose confidential information where required by law, after giving notice where legally permitted.

Security

We use industry-standard administrative, technical, and physical safeguards to protect Customer Data, including encryption in transit and at rest and role-based access controls. We will notify you without undue delay after becoming aware of a security incident affecting your Customer Data. Details are available on our Security and Subprocessors pages.

Beta and Third-Party Services

Beta, preview, or early-access features are provided "as is", may change at any time, and may be discontinued. Third-party integrations and services are governed by their own terms, and XPhi is not responsible for them.

Export Controls and Sanctions

The Services, devices, and datasets may be subject to United States and other export control and sanctions laws. You will not export, re-export, or provide access to them in violation of those laws, including to any sanctioned country or restricted party.

Disclaimer of Warranties

THE SERVICES, XPHI DATASETS, AND DEVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE". TO THE MAXIMUM EXTENT PERMITTED BY LAW, XPHI DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE DO NOT GUARANTEE THAT DATASETS ARE ERROR-FREE, COMPLETE, OR SUITABLE FOR ANY SPECIFIC MODEL, ROBOT, OR SAFETY-CRITICAL APPLICATION. YOU ARE SOLELY RESPONSIBLE FOR TESTING, VALIDATING, AND SAFELY DEPLOYING ANY MODEL OR ROBOTIC SYSTEM TRAINED OR EVALUATED USING THE SERVICES.

Indemnification

You will defend, indemnify, and hold harmless XPhi and its officers, employees, and agents from any third-party claims, damages, and costs arising from: (a) your Customer Data, including any failure to obtain required consents; (b) your breach of Sections 5, 6, or 9; or (c) your models, robots, products, or services.

XPhi will defend and indemnify you against third-party claims alleging that the Services, as provided by XPhi, infringe that third party’s intellectual property rights, subject to any limits in your Agreement.

Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, OR DATA. EACH PARTY'S TOTAL LIABILITY UNDER THESE TERMS WILL NOT EXCEED THE GREATER OF THE AMOUNTS PAID OR PAYABLE BY YOU TO XPHI IN THE 12 MONTHS BEFORE THE CLAIM OR US $100. THESE LIMITS DO NOT APPLY TO YOUR PAYMENT OBLIGATIONS, BREACH OF SECTION 6, INDEMNIFICATION OBLIGATIONS, GROSS NEGLIGENCE, OR WILFUL MISCONDUCT.

Termination

You may stop using the Services at any time. Paid Services may be terminated as set out in your Agreement. XPhi may suspend or terminate your access immediately if you materially breach these Terms, create a legal or security risk, or fail to pay fees when due.

After termination, you will have 30 days to export your Customer Data, after which we may delete it in accordance with our Privacy Policy, unless we are required by law to retain it. Sections 4 (Usage Data), 6 (Restrictions), 10, 12, and 16 through 21 survive termination.

Governing Law and Disputes

These Terms are governed by the laws of the State of Delaware, USA, without regard to its conflict-of-law rules. The state and federal courts located in Wilmington, Delaware have exclusive jurisdiction over any dispute arising from these Terms or the Services, and each party consents to that jurisdiction. Either party may seek urgent injunctive relief in any court of competent jurisdiction to protect its intellectual property or confidential information.

Changes to These Terms

We may update these Terms from time to time. We will notify you of material changes by email or through a prominent notice on the Services at least 30 days before they take effect. Continued use of the Services after the effective date constitutes acceptance of the updated Terms. Changes do not modify a signed Agreement unless both parties agree in writing.

General

These Terms, together with our Privacy Policy and any Agreement, form the entire agreement between you and XPhi regarding the Services. Where documents conflict, the following order applies: your Agreement, then any Order Form, then these Terms. Neither party may assign these Terms without the other’s consent, except in connection with a merger, acquisition, or sale of substantially all its assets. Neither party is liable for delays caused by events beyond its reasonable control. If any provision is found unenforceable, the remaining provisions remain in effect. Failure to enforce any provision is not a waiver. The parties are independent contractors, and these Terms create no third-party beneficiaries.

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