Xosphere Terms of Service
Effective Date: February 1, 2026
These Terms of Service ("Terms") govern access to and use of the cloud-based software services provided by Xosphere, Inc., a Delaware corporation ("Xosphere," "we," "us," or "our"). These Terms are entered into by and between Xosphere and the legal entity accepting these Terms ("Customer," "you," or "your").
By accessing or using the Services, or by executing an order form or subscription agreement that references these Terms (each, an "Order Form"), Customer agrees to be bound by these Terms. If you are accepting these Terms on behalf of an organization, you represent and warrant that you have the authority to bind that organization to these Terms.
1. Definitions
1.1 "Acceptable Use Policy" means the usage restrictions set forth in Section 6.
1.2 "Account" means Customer's account established to access and use the Services.
1.3 "Affiliate" means an entity that directly or indirectly controls, is controlled by, or is under common control with a party.
1.4 "Beta Services" means services, features, or functionality identified as alpha, beta, preview, experimental, or similar.
1.5 "Customer Data" means data, configurations, metadata, credentials, or other information submitted to or processed by the Services on Customer's behalf, excluding Usage Data.
1.6 "Documentation" means user guides, technical documentation, and other materials made available by Xosphere describing the Services.
1.7 "Order Form" means a mutually executed ordering document, online order, or subscription description that specifies the Services, fees, and Subscription Term.
1.8 "Services" means Xosphere's cloud infrastructure optimization, Spot orchestration, and related SaaS offerings, as described in the applicable Order Form and Documentation.
1.9 "Subscription Term" means the term specified in an Order Form during which Customer is authorized to use the Services.
1.10 "Usage Data" means aggregated, anonymized, or de-identified data derived from the operation, use, or performance of the Services.
2. Eligibility and Account Registration
2.1 Business Use Only. The Services are offered solely for commercial and business use. Consumer or personal use is not permitted.
2.2 Authority. Customer represents that it has the legal authority to enter into these Terms and that its users are authorized employees, contractors, or agents acting on its behalf.
2.3 Account Security. Customer is responsible for maintaining the confidentiality of Account credentials and for all activities conducted under its Account.
3. Provision of the Services
3.1 Access License. Subject to these Terms and payment of applicable fees, Xosphere grants Customer a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Services during the Subscription Term for Customer's internal business purposes.
3.2 Availability. Xosphere will use commercially reasonable efforts to make the Services available but does not guarantee uninterrupted or error-free operation. No service level commitments are provided unless expressly stated in a separate written agreement.
3.3 Modifications. Xosphere may modify, enhance, or update the Services from time to time, including adding or removing features, provided such changes do not materially degrade the core functionality of the Services during an active Subscription Term.
4. Customer Responsibilities
4.1 Lawful Use. Customer will use the Services in compliance with all applicable laws, regulations, and industry standards.
4.2 Cloud Environment Responsibility. Customer remains solely responsible for the configuration, operation, security, and compliance of its AWS, GCP, or other cloud environments.
4.3 Credentials and Access. Customer is responsible for safeguarding all credentials, API keys, and access permissions provided to or generated by the Services.
5. Customer Data
5.1 Ownership. As between the parties, Customer retains all right, title, and interest in Customer Data.
5.2 License to Xosphere. Customer grants Xosphere a limited, non-exclusive right to process Customer Data solely to provide, operate, maintain, and improve the Services in accordance with these Terms and Xosphere's Privacy Policy.
5.3 Responsibility for Data. Customer is responsible for the accuracy, legality, and integrity of Customer Data and for obtaining all necessary rights and consents to provide such data to Xosphere.
5.4 Usage Data. Xosphere may collect and use Usage Data for its internal business purposes, including analytics, service improvement, and benchmarking, provided such data does not identify Customer or any individual.
6. Acceptable Use
Customer shall not, and shall not permit any user to:
- (a) interfere with or disrupt the integrity or performance of the Services;
- (b) attempt to gain unauthorized access to the Services or related systems;
- (c) use the Services to violate applicable law or third-party rights;
- (d) reverse engineer, decompile, or attempt to extract source code except to the extent expressly permitted by law;
- (e) use the Services in a manner that exceeds contractual or technical usage limits; or
- (f) introduce malware, exploits, or other harmful code into the Services.
7. Security
7.1 Safeguards. Xosphere will maintain reasonable administrative, technical, and organizational safeguards designed to protect Customer Data against unauthorized access, disclosure, or destruction.
7.2 No Absolute Guarantee. Customer acknowledges that no security measures are infallible and that Xosphere does not guarantee absolute security.
8. Fees and Payment
8.1 Fees. Customer shall pay all fees specified in the applicable Order Form.
8.2 Billing. Fees are invoiced in advance unless otherwise stated and are non-refundable except as expressly provided in these Terms.
8.3 Taxes. Fees are exclusive of taxes, duties, or similar governmental charges, which Customer is responsible for paying.
8.4 Non-Payment. Xosphere may suspend or terminate access to the Services for non-payment following reasonable notice.
9. Free Trials and Beta Services
9.1 As-Is. Free trials and Beta Services are provided "as is" without warranties of any kind and may be discontinued at any time.
9.2 Limitation. Xosphere disclaims all liability arising from or related to Beta Services to the maximum extent permitted by law.
10. Intellectual Property
10.1 Xosphere IP. Xosphere retains all right, title, and interest in the Services, Documentation, and all related intellectual property.
10.2 Feedback. Customer grants Xosphere a perpetual, irrevocable, royalty-free right to use and incorporate any feedback or suggestions provided by Customer.
11. Confidentiality
11.1 Confidential Information. Each party may receive non-public information of the other party marked or reasonably understood to be confidential ("Confidential Information").
11.2 Obligations. Each party will protect the other's Confidential Information using reasonable care and use it solely for purposes of these Terms.
11.3 Exclusions. Confidential Information does not include information that is publicly available, independently developed, or rightfully obtained from a third party.
12. Warranties and Disclaimers
12.1 Limited Warranty. Xosphere warrants that it will provide the Services in a professional and workmanlike manner consistent with industry standards.
12.2 Disclaimer. EXCEPT AS EXPRESSLY STATED, THE SERVICES ARE PROVIDED "AS IS," AND XOSPHERE DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
13. Indemnification
13.1 By Customer. Customer will indemnify and hold harmless Xosphere from claims arising from Customer's misuse of the Services, violation of law, or infringement of third-party rights.
14. Limitation of Liability
14.1 Exclusion of Damages. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES.
14.2 Liability Cap. XOSPHERE'S TOTAL LIABILITY UNDER THESE TERMS SHALL NOT EXCEED THE AMOUNTS PAID BY CUSTOMER TO XOSPHERE IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.
15. Term and Termination
15.1 Term. These Terms remain in effect for the duration of the Subscription Term.
15.2 Termination for Cause. Either party may terminate these Terms for material breach not cured within thirty (30) days of notice.
15.3 Effect of Termination. Upon termination, Customer's access to the Services will cease, and Customer remains responsible for all accrued fees.
16. Suspension
Xosphere may suspend access to the Services immediately if Customer's use poses a security risk, violates law, or threatens the integrity of the Services.
17. Governing Law and Venue
These Terms are governed by the laws of the State of California, without regard to conflict of laws principles. Exclusive venue shall lie in state or federal courts located in California.
18. Changes to the Terms
Xosphere may update these Terms from time to time. Material changes will be communicated via the Services or by other reasonable means. Continued use after the effective date constitutes acceptance.
19. Miscellaneous
19.1 Assignment. Customer may not assign these Terms without Xosphere's prior written consent.
19.2 Force Majeure. Neither party shall be liable for delays caused by events beyond its reasonable control.
19.3 Severability. If any provision is held unenforceable, the remaining provisions will remain in effect.
19.4 Entire Agreement. These Terms and applicable Order Forms constitute the entire agreement between the parties regarding the Services.
20. Contact Information
Xosphere, Inc.
Legal: legal@xosphere.io
Address: 6320 Canoga Avenue, 15th Floor, Woodland Hills, CA 91367