Terms of Service

1. The Service

Xelurel AI is an AI output governance platform. It provides an API that allows Customers to evaluate AI-generated content against configurable policies, returning a governance decision (allow, review, or block) along with an immutable audit record of that decision. The Service includes the assessment API, batch assessment, proxy mode, policy editor, decision dashboard, human review workflow, audit export, webhook and alerting infrastructure, and related developer tooling.

Xelurel AI reserves the right to modify, enhance, or discontinue any feature of the Service at any time, subject to the notice obligations in Section 13. We will not make changes that materially degrade the core governance functionality for active paid Customers without providing at least 30 days' notice.

2. Account Registration and Security

2.1 Eligibility

You must be at least 18 years old and capable of forming a binding contract to use the Service. The Service is intended for business use. If you are registering on behalf of a legal entity, you represent that you are authorized to bind that entity to these Terms.

2.2 Account Information

You agree to provide accurate, complete, and current information at registration and to keep it updated. You are responsible for all activity that occurs under your account, whether or not authorized by you.

2.3 Credentials and Security

• You are responsible for maintaining the confidentiality of your password and API keys.
• You must notify us immediately at hello@xelurel.com if you suspect unauthorized access to your account or any API key compromise.
• API keys must be stored securely and must never be exposed in client-side code, public repositories, or transmitted over unencrypted channels.
• You may not share your account credentials with third parties. Each user must have their own account.
• We reserve the right to suspend or terminate accounts where we reasonably believe credentials have been compromised.

2.4 Workspaces and Teams

Your account is associated with a tenant workspace. You may invite team members to your workspace subject to your plan limits. You are responsible for ensuring all team members comply with these Terms.

3. Acceptable Use

You may use the Service only for lawful purposes and in accordance with these Terms. You agree not to:

3.1 Prohibited Activities

• Use the Service to process content that is illegal, defamatory, fraudulent, obscene, or that infringes any third-party intellectual property or privacy rights.
• Attempt to circumvent, disable, or interfere with any security feature, rate limit, or access control of the Service.
• Reverse engineer, decompile, disassemble, or attempt to derive the source code, algorithms, or trade secrets underlying the Service.
• Use the Service to develop a competing product or service, or to benchmark the Service for publication without our prior written consent.
• Scrape, crawl, or otherwise extract data from the Service by automated means beyond normal API usage.
• Introduce viruses, malicious code, or any other harmful material into the Service.
• Impersonate any person or entity or misrepresent your affiliation with any person or entity.
• Use the Service in any way that violates applicable laws or regulations, including data protection laws applicable to the content you submit.
• Resell, sublicense, or make the Service available to third parties as a standalone product without a written reseller agreement.

3.2 Regulated Industries

If you use the Service in connection with healthcare (including PHI under HIPAA), legal, financial, or other regulated industries, you are solely responsible for ensuring that your use of the Service complies with all applicable laws, regulations, and professional obligations. Xelurel AI does not provide legal, medical, financial, or compliance advice. The governance decisions returned by the Service are technical outputs — they are not legal opinions or professional certifications.

4. API Usage, Rate Limits, and Quotas

4.1 API Keys

Access to the Service API requires a valid API key issued to your account. You are responsible for all API calls made using your keys. Keys may be created, labeled, and revoked from your dashboard at any time.

4.2 Rate Limits

The Service enforces rate limits to ensure fair access and platform stability. Current limits are documented in the API documentation. Requests that exceed rate limits receive a 429 Too Many Requests response with a Retry-After header indicating when you may retry. Rate limits are subject to change with 14 days' notice.

4.3 Monthly Assessment Quotas

Quotas reset on the first day of each calendar month. Unused quota does not roll over. Each item in a batch assessment request counts as one assessment against your quota.

4.4 Fair Use

Enterprise plan usage is subject to reasonable fair-use limits. We reserve the right to throttle or contact Customers whose usage materially exceeds typical enterprise patterns without prior arrangement.

5. Plans, Payment, and Billing

5.1 Plan Selection

The Service is offered under the plans described on our Pricing page, which is incorporated into these Terms by reference. Plan features, limits, and pricing are subject to change with 30 days' notice to existing paid Customers.

5.2 Payment

• Paid plans are billed monthly or annually in advance, depending on the billing period you select.
• Payment is processed by our third-party payment processor (Stripe). By providing payment details, you authorize us to charge your payment method for the applicable fees.
• All fees are stated in USD and are exclusive of applicable taxes unless otherwise stated. You are responsible for any sales, use, value-added, or similar taxes applicable to your purchase.
• Failed payments will result in a grace period of 5 business days, after which your account will be downgraded to the Starter plan until payment is resolved.

5.3 Refunds

All fees are non-refundable except as required by applicable law or as expressly provided in these Terms. If you cancel a paid plan, you will retain access to the paid tier until the end of the current billing period, after which your account will revert to the Starter plan. We do not provide prorated refunds for partial periods.

5.4 Free Tier

The Starter plan is provided free of charge subject to the usage limits above. We reserve the right to modify or discontinue the free tier with 30 days' notice.

5.5 Enterprise Agreements

Enterprise Customers may enter into a separate Order Form or Master Service Agreement withXelurel AI, Inc.. In the event of a conflict between these Terms and a signed Order Form, the Order Form controls.

6. Customer Data and Privacy

6.1 Ownership

You retain all rights, title, and interest in and to the data you submit to the Service ("Customer Data"), including prompts, AI-generated outputs, and associated metadata. These Terms do not grant Xelurel AI any ownership interest in Customer Data.

6.2 License to Process

You grant Xelurel AI a limited, non-exclusive, worldwide license to process Customer Data solely to provide the Service as described in these Terms and our Privacy Policy. This license terminates when you delete the data or close your account, subject to retention obligations.

6.3 No Training on Customer Data

Xelurel AI does not use Customer Data to train, fine-tune, benchmark, or improve any machine learning model — including our own assessment models. Customer Data is never shared with other Customers or used for advertising or marketing purposes.

6.4 Data Processing

Our collection and use of personal data in connection with the Service is governed by our Privacy Policy, which is incorporated into these Terms by reference. Where Xelurel AI processes personal data on your behalf as a data processor, a Data Processing Agreement ("DPA") applies and is available upon request at legal@xelurel.com.

6.5 Content Hashing

The Service stores HMAC-SHA256 hashes of submitted prompts and outputs rather than the raw content. These hashes are tenant-scoped and are used to provide an immutable audit trail without retaining potentially sensitive content in raw form.

7. Intellectual Property

7.1 Our IP

The Service, including all software, algorithms, models, interfaces, documentation, trademarks, and other content provided by Xelurel AI, is owned by Xelurel AI, Inc. and protected by intellectual property laws. These Terms do not transfer any ownership or intellectual property rights to you. You receive only a limited, non-exclusive, non-transferable, revocable license to access and use the Service during the term of these Terms, solely for your internal business purposes.

7.2 Feedback

If you submit feedback, suggestions, or ideas about the Service ("Feedback"), you grant Xelurel AI a perpetual, irrevocable, royalty-free, worldwide license to use, incorporate, and commercialize that Feedback without restriction or compensation to you. Feedback does not constitute Confidential Information.

7.3 Usage Data

Xelurel AI may collect and use de-identified, aggregated usage data derived from your use of the Service (such as request counts, latency metrics, and rule trigger rates) to operate, improve, and market the Service. Such data will not identify you or your Customer Data.

8. Confidentiality

Each party ("Disclosing Party") may disclose to the other party ("Receiving Party") information designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure ("Confidential Information").

• The Receiving Party will use Confidential Information only to fulfill its obligations under these Terms.
• The Receiving Party will protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care.
• The Receiving Party may disclose Confidential Information to its employees, contractors, and advisors who have a need to know and are bound by obligations no less restrictive than these Terms.
• These obligations do not apply to information that: (a) is or becomes publicly known through no breach of these Terms; (b) was rightfully in the Receiving Party's possession before disclosure; (c) is independently developed without use of Confidential Information; or (d) is required to be disclosed by law or legal process.
• Your Customer Data is your Confidential Information. Our non-public technical architecture, pricing, and roadmap are our Confidential Information.

9. Disclaimer of Warranties

THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, XELUREL AI DISCLAIMS ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE.

Xelurel AI, Inc. DOES NOT WARRANT THAT: (A) THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE; (B) DEFECTS WILL BE CORRECTED; (C) THE SERVICE OR THE SERVERS THAT MAKE IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; OR (D) THE ACCURACY OR RELIABILITY OF ANY GOVERNANCE DECISION RETURNED BY THE SERVICE.

10. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW:

• NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, REVENUE, DATA, BUSINESS, OR GOODWILL, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
• XELUREL AI'S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICE, WHETHER IN CONTRACT, TORT, OR OTHERWISE, WILL NOT EXCEED THE GREATER OF: (A) THE TOTAL FEES PAID OR PAYABLE BY YOU IN THE 12 MONTHS PRECEDING THE CLAIM; OR (B) USD $100.
• THE FOREGOING LIMITATIONS APPLY REGARDLESS OF THE THEORY OF LIABILITY AND EVEN IF A REMEDY FAILS ITS ESSENTIAL PURPOSE.

Some jurisdictions do not allow the exclusion of certain warranties or limitations of liability, so the above limitations may not apply to you to the extent prohibited by law. In such jurisdictions, our liability is limited to the greatest extent permitted by law.

11. Indemnification

You agree to defend, indemnify, and hold harmless Xelurel AI, Inc. and its officers, directors, employees, contractors, and agents from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to:

• Your use of the Service in violation of these Terms;
• Customer Data you submit to the Service, including any claim that such data infringes or misappropriates a third-party's intellectual property, privacy, or other rights;
• Your violation of any applicable law or regulation; or
• Your negligence or willful misconduct.

Xelurel AI will provide you with prompt notice of any claim for which indemnification is sought, and you will have the right to assume control of the defense with counsel reasonably acceptable to us. We may participate in the defense at our own expense.

12. Term and Termination

12.1 Term

These Terms commence on the date you first access the Service and continue until terminated by either party as described below.

12.2 Termination by You

You may terminate your account at any time through your account settings or by contacting hello@xelurel.com. Termination takes effect at the end of your current billing period for paid plans. Termination does not entitle you to a refund except as required by law.

12.3 Termination by Us

We may suspend or terminate your account immediately without notice if:

• You breach any provision of these Terms and fail to cure the breach within 10 days of written notice (or immediately for breaches of Section 3 or Section 7);
• You become insolvent, file for bankruptcy, or make an assignment for the benefit of creditors;
• Continued provision of the Service creates legal or security risk for us or other Customers; or
• We are required to do so by law or court order.

12.4 Effect of Termination

Upon termination: (a) all licenses granted to you terminate immediately; (b) you must cease all use of the Service and destroy any cached outputs; (c) we will delete or return Customer Data in accordance with our Privacy Policy and any applicable DPA; and (d) outstanding payment obligations survive termination. Sections 6.3, 7, 8, 9, 10, 11, 14, and 15 survive termination.

13. Changes to the Service or Terms

13.1 Changes to the Service

We may add, modify, or remove features of the Service at any time. For material changes that reduce functionality for paid Customers, we will provide at least 30 days' written notice. If a material change is unacceptable to you, you may terminate your account and receive a prorated refund for the unused portion of any prepaid period.

13.2 Changes to These Terms

We may update these Terms from time to time. When we make material changes, we will:

• Post the updated Terms with a new "Effective date";
• Send notice to the email address on file for your account; and
• Where required by law, obtain your consent.

Your continued use of the Service after the effective date of updated Terms constitutes acceptance. If you do not agree to the updated Terms, you must stop using the Service and may terminate your account.

14. Governing Law and Dispute Resolution

14.1 Governing Law

These Terms and any dispute arising out of or related to them are governed by the laws of the State of Delaware, United States, without regard to its conflict-of-law provisions. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

14.2 Informal Resolution

Before initiating formal proceedings, you agree to contact us at legal@xelurel.com and give us 30 days to attempt to resolve the dispute informally. This requirement does not apply to injunctive or other equitable relief sought to protect intellectual property or Confidential Information.

14.3 Arbitration

If informal resolution fails, all disputes will be resolved by binding individual arbitration administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules. Arbitration will be conducted in English in Wilmington, Delaware. The arbitrator's decision will be final and binding, and judgment on the award may be entered in any court of competent jurisdiction.

14.4 Class Action Waiver

YOU AND XELUREL AI AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.

14.5 Exception for Small Claims

Either party may bring an individual action in small claims court for disputes within that court's jurisdiction, in lieu of arbitration.

15. General Provisions

16. Contact

If you have questions about these Terms or the Service, please contact us: