Terms and Conditions of Use

You must create a registered account to access certain features. By registering, you agree to provide accurate, current, and complete information and to maintain its accuracy throughout your use of the Platform. Providing false or misleading information may result in immediate suspension or termination.

You may not share or permit others to use your individual account credentials. You must use a strong password for your account. We reserve the right to reject, require that you change, or reclaim usernames, including on behalf of businesses or individuals that hold legal claim in those usernames.

Xelta may allow you to create a "Team Organization" account to which you can invite team members who will create their own individual accounts associated with the Team Organization for centralized billing and Services access. As Team Organization administrator, you agree that:

You are solely responsible for: (a) maintaining strict confidentiality of your login credentials, API keys, and authentication tokens; (b) restricting access to your account; (c) all activities and charges incurred under your account; and (d) immediately notifying Xelta at [email protected] upon discovery of any unauthorized access or suspected breach of your account.

We will not be liable for any loss or damage arising from your failure to comply with this section, including losses resulting from unauthorized use of your account.

Subject to your payment of the required fees or credits, Xelta grants you a limited, non-exclusive, non-transferable, revocable right to access and use the Services in accordance with these Terms and applicable Documentation for your own personal or internal business use. Xelta will use commercially reasonable efforts to provide the Services in material conformance with these Terms.

If your use case involves accessing the Services through a Customer Solution using Xelta APIs:

The Services provide AI content generation features ("AI Features") that allow submission of Customer Input as prompts and generate Output Content based on those prompts. You acknowledge that:

Xelta may make commercially reasonable updates to the Services from time to time. Such updates will not result in a material adverse impact to your use of the Services.

Customer grants Xelta a non-exclusive, non-sublicensable, royalty-free license to reproduce, use, access, store, display, adapt, translate, modify, create derivative works from, and otherwise process any Customer Input to provide the Services.

Subject to the license granted to Xelta, Customer owns and retains all right, title, and interest in and to the Customer Input.

Customer acknowledges and agrees that Xelta may generate, collect, store, use, transfer, and/or disclose to third parties Usage Data and use Usage Data to: perform data analytics; monitor, improve, and support the Services; design, develop, and offer Xelta products, services, and AI models; and for any other lawful purposes. Xelta owns and retains all rights to Usage Data, and no rights are granted to Customer there in, Your creation will be stored temporarily and automatically removed after 1 week.

Customer acknowledges that Customer (not Xelta) has control over Customer Input. Customer represents and warrants that it has all rights, consents, licenses, and permissions necessary to grant the license in Section 6.1 and to provide Customer Input to Xelta. Customer will:

Customer agrees that the Services contain trade secrets and valuable proprietary information. Customer will not:

Xelta does not undertake to review all Customer Input but may: (a) terminate or suspend your access if your Customer Input is likely to violate applicable law or these Terms; (b) take any action necessary to ensure compliance with applicable law or protect third-party rights; or (c) cooperate fully with law enforcement authorities or court orders requesting disclosure of information about anyone submitting materials through the Services.

Pricing for the Services may be based on compute time (e.g., number of inference steps) or by model output (e.g., by size of generated images, per image, or per video), as described on the Sites. To utilize the Services, Customer will be required to purchase credits in advance. Each time you use the Services (whether through the user interface or through an API call) the cost for such use will be deducted from your credit balance. You are solely responsible for maintaining a sufficient credit balance to use the Services.

Prices shown on the Sites exclude all applicable taxes. All prices are subject to change at any time without notice, and new pricing will be posted to the Sites. Customer is responsible for paying all applicable taxes (including sales and use taxes), charges, tariffs, and duties, excluding taxes based on Xelta's income.

Customer may use a payment card or Automated Clearing House (ACH) to pay for credits in U.S. Dollars. Xelta uses a third-party payment processor to process payment transactions. By enabling payment by payment card, Customer: (i) agrees to be bound by the third-party payment processor's terms and conditions; (ii) authorizes Xelta to have the processor charge the payment card in the amount of credits purchased; and (iii) agrees to pay associated processing fees. Xelta will not be responsible for any services or errors of the payment processor. Customer information submitted in connection with payment is collected, processed, and stored by the payment processor and subject to the processor's privacy policy.

Notwithstanding the general no-refund policy, Users in the following jurisdictions may be entitled to statutory refund rights:

Subject to the use rights granted under this Agreement, as between the parties, Xelta exclusively owns and retains all right, title, and interest in and to the Services, including all underlying software, applications, algorithms, models, workflows, methodologies, processes, systems, and other technology, and any improvements, modifications, enhancements, or derivatives thereof, and all intellectual property rights relating to any of the foregoing. Except for rights expressly granted in these Terms, no other rights are granted to Customer.

Xelta and our logos, product or service names, slogans, and the look and feel of the Services are trademarks of Xelta, and you will not copy, imitate, or use any of them without our prior written permission. All other trademarks mentioned on or in connection with the Services are the property of their respective owners and do not imply endorsement, sponsorship, or recommendation by Xelta.

Subject to these Terms, and to the extent permitted by applicable law, AI-generated Output Content produced in response to your inputs is owned by you as the generating User. You acknowledge that AI-generated content may not qualify for copyright protection in all jurisdictions, that similar outputs may be generated for other users, and that Xelta does not warrant the originality or uniqueness of any Output Content. You assume sole responsibility for ensuring generated content does not infringe third-party intellectual property rights before commercial use.

You may voluntarily submit questions, comments, suggestions, ideas, or other information about Xelta or our Services (collectively, "Feedback"). You understand that we may use such Feedback for any purpose, commercial or otherwise, without acknowledgment or compensation to you. Xelta will exclusively own all improvements to, or new, Xelta products, services, or features based on any Feedback. Xelta may treat Feedback as non-confidential.

You may not: (a) use or access Third-Party Materials or outputs derived from such materials to develop, modify, or train competing products; (b) reproduce or redistribute training data used in any AI incorporated into Third-Party Materials; or (c) generate content that replicates or closely mimics original assets used to train any AI incorporated into Third-Party Materials.

Xelta is committed to protecting the privacy, security, and rights of individuals with respect to their personal data. All personal data collected through the Platform is processed in strict accordance with our Privacy Policy (https://xelta.ai/legal/privacy-policy) and applicable data protection legislation.

We process personal data on one or more of the following legal bases depending on the nature of the processing and the applicable jurisdiction: performance of contract; legitimate interests (platform security, fraud prevention, service improvement); legal obligation; and consent where required by law.

Depending on your jurisdiction, you may be entitled to the following rights regarding your personal data, exercisable by contacting [email protected]:

We will respond to all valid requests within the timeframes required by applicable law (typically 30 days, with a possible 60-day extension for complex requests). If you are an EU/UK User whose Personal Data is processed by Xelta as a Processor under a Customer's instruction, please direct your request to the relevant Customer (Controller) in the first instance.

Your personal data may be transferred to, stored in, or processed in countries outside your country of residence. Where such transfers occur, we implement appropriate safeguards including: Standard Contractual Clauses (SCCs) approved by the European Commission; UK International Data Transfer Agreement (IDTA) or UK Addendum to SCCs for UK transfers; adequacy decisions where applicable; and equivalent contractual protections for UAE and GCC user data transfers.

Section 12 of this Agreement constitutes a full Data Processing Agreement (DPA) for EU/UK Users. For purposes of this section, we comply with GDPR (EU) 2016/679 and UK GDPR as incorporated by the Data Protection Act 2018. Our specific commitments include:

For users in the UAE, we comply with UAE Federal Decree-Law No. 45 of 2021 on the Protection of Personal Data (PDPL) and its implementing regulations. Our UAE-specific commitments include:

For users in GCC member states, we comply with applicable national data protection and cybersecurity legislation including:

We undertake to cooperate with applicable GCC regulatory authorities and respond to data subject requests within legally required timeframes.

For users in the United States, we comply with applicable federal and state privacy laws including:

Users in other jurisdictions are responsible for ensuring their use of the Platform complies with local laws. Xelta makes reasonable efforts to comply with applicable law globally and reserves the right to restrict or modify access in regions where legal compliance cannot be maintained.

Customer acts as the Controller of Personal Data relating to its customers, employees, or other individuals whose Personal Data Customer submits to the Services. Xelta acts as the Processor of such Personal Data, processing it solely on behalf of and under the documented instructions of Customer. Where Xelta independently determines the purposes and means of processing (e.g., for its own legitimate business interests), Xelta acts as a Controller with respect to such processing.

Where Xelta acts as a Processor, Xelta agrees to:

Customer, as Controller, is solely responsible for ensuring that Personal Data submitted to the Services is processed on a valid lawful basis under Article 6 GDPR (and Article 9 for special categories). Customer represents and warrants that it has obtained all necessary consents or has another valid legal basis, has provided Data Subjects with appropriate privacy notices, and will not submit special categories of Personal Data without appropriate safeguards and prior notice to Xelta.

Xelta shall provide reasonable assistance to Customer to enable Customer to comply with Data Subject requests under GDPR Chapter III, including rights of access (Article 15), rectification (Article 16), erasure (Article 17), restriction (Article 18), portability (Article 20), and objection (Article 21). If Xelta receives a Data Subject request directly, Xelta will notify Customer within five (5) business days and will not respond without Customer's prior written authorization unless required by law.

Customer hereby grants Xelta a general written authorization to engage Sub-processors. Xelta maintains its current sub-processor list at https://xelta.ai/legal/sub-processors. Xelta shall: (i) provide at least 30 days' prior written notice of any new or replacement Sub-processor; (ii) impose data protection obligations on Sub-processors equivalent to those in this Section 12; and (iii) remain liable for Sub-processor performance. Customer may object to new Sub-processors on reasonable data protection grounds within 14 days of notice. If unresolved, either party may terminate the affected Services without penalty.

Where Xelta transfers Personal Data outside the EEA, UK, or Switzerland, Xelta shall ensure an appropriate transfer mechanism is in place, including: adequacy decisions; Standard Contractual Clauses (SCCs) per Commission Decision 2021/914/EU; UK IDTA or UK Addendum to SCCs; or other safeguards permitted under Articles 46 or 47 GDPR. By accepting these Terms, Customer enters into the applicable SCCs with Xelta for EEA transfers to countries without adequacy decisions. The SCCs are available at https://xelta.ai/legal/scc.

Xelta shall notify Customer without undue delay, and in any event within 72 hours of becoming aware of a personal data breach affecting Customer's Personal Data. Notification shall include: the nature of the breach; categories and approximate number of Data Subjects and records concerned; name and contact details for the DPO; likely consequences of the breach; and measures taken or proposed to address the breach. Customer shall determine whether to notify the relevant Supervisory Authority and/or affected Data Subjects.

Xelta will retain Personal Data processed on behalf of Customer only as long as necessary to provide the Services or as required by applicable law. Upon termination or Customer's written request, Xelta will, at Customer's election, securely delete or return all Personal Data within 30 days, and certify such deletion or return in writing. Xelta may retain Personal Data for additional periods required by applicable legal obligations, subject to confidentiality and security obligations.

Xelta implements privacy by design and by default per Article 25 GDPR, including: collecting and processing only minimum necessary Personal Data; integrating data protection safeguards into the design and operation of the Services; and ensuring Personal Data is not made accessible to an indefinite number of individuals without Data Subject intervention.

Where Customer intends to use the Services for processing likely to result in high risk to Data Subjects (per Article 35 GDPR), Customer shall notify Xelta and conduct a DPIA prior to commencing such processing. Xelta agrees to cooperate with and provide reasonable assistance to Customer in carrying out any DPIA.

Upon Customer's written request and at Customer's expense, Xelta shall make available information necessary to demonstrate compliance with this Section 12, including third-party audit reports (e.g., ISO 27001, SOC 2 Type II), responses to security assessments, and reasonable on-site audits upon at least 30 days' prior written notice during normal business hours, subject to reasonable confidentiality obligations. Customer may not conduct audits more than once per calendar year absent reasonable grounds to believe a material breach has occurred.

Xelta has designated a Data Protection Officer for GDPR matters. The DPO can be reached at: [email protected] | www.xelta.ai/legal/gdpr

Customers requiring a separately executed DPA may request one by contacting [email protected]. The executed DPA, together with applicable SCCs and annexes, shall be deemed incorporated into and form part of these Terms. In any conflict between the executed DPA and these Terms with respect to Personal Data, the DPA shall prevail.

Xelta employs cloud-based infrastructure with geographically distributed data centers. Where data residency is a legal or regulatory requirement in your jurisdiction, we will use commercially reasonable efforts to store data within the applicable region upon request and subject to technical feasibility.

Your creation will be stored temporarily and automatically removed after 1 week (7 days). Users must download important files before this deadline. Extended retention may be available under certain subscription tiers. Content automatically deleted under this policy is permanently deleted and cannot be restored.

Xelta maintains automated backup procedures to support business continuity and disaster recovery. Backup data is encrypted and stored in geographically redundant locations. Backup services are provided for system integrity purposes and do not substitute for users' own responsibility to download and maintain copies of important generated content.

Xelta will use commercially reasonable efforts to restore data in the event of system failure, data corruption, or disaster, subject to the following conditions:

Upon account termination, personal data will be deleted or anonymized within 90 days, except where retention is required for legal compliance, ongoing dispute resolution, or legitimate business purposes. You may request expedited deletion by contacting [email protected]. Anonymized or aggregated data derived from your usage may be retained indefinitely for analytics and model improvement.

Xelta implements and maintains comprehensive technical and organizational security measures including:

In the event of a confirmed security incident or data breach, Xelta will: investigate and contain the breach promptly; notify affected users and relevant supervisory authorities within timeframes required by applicable law; provide affected users with information regarding the nature of the breach, data affected, and recommended protective actions; and cooperate with investigations by competent authorities.

No system is completely immune to attack. You are responsible for maintaining security of your own devices, keeping credentials confidential, promptly updating passwords if compromise is suspected, and not accessing the Platform from unsecured or public networks without appropriate precautions. Xelta shall not be liable for security breaches arising from your failure to exercise reasonable security practices.

YOUR USE OF OUR SERVICES, INCLUDING ANY ASSOCIATED CONTENT OR MATERIALS WE PROVIDE, IS AT YOUR SOLE RISK. THE SERVICES ARE PROVIDED "AS IS" AND TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, XELTA, ON BEHALF OF ITSELF AND ITS LICENSORS, HEREBY EXPRESSLY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES WITH RESPECT TO THE SERVICES, WHETHER STATUTORY, EXPRESS, IMPLIED, OR THROUGH A COURSE OF DEALING, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. XELTA DOES NOT WARRANT THAT THE SERVICES WILL OPERATE UNINTERRUPTED, BE ERROR-FREE, OR THAT ALL DEFECTS WILL BE CORRECTED. XELTA MAKES NO WARRANTY CONCERNING TIMELINESS, ACCURACY, PERFORMANCE, QUALITY, RELIABILITY, OR COMPLETENESS OF ANY INFORMATION OR RESULTS OBTAINED THROUGH THE USE OF THE SERVICES, INCLUDING WITH RESPECT TO ANY OUTPUT CONTENT. OUTPUT CONTENT MAY INCLUDE ERRORS, INACCURACIES, OR HALLUCINATED INFORMATION. USE OF SUCH OUTPUT CONTENT IS AT CUSTOMER'S SOLE RISK.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, XELTA AND THE OTHER XELTA PARTIES WILL NOT BE LIABLE TO YOU UNDER ANY THEORY OF LIABILITY — WHETHER BASED IN CONTRACT, TORT, NEGLIGENCE, WARRANTY, OR OTHERWISE — FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, PUNITIVE, OR SPECIAL DAMAGES OR LOST PROFITS, EVEN IF XELTA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

THE TOTAL LIABILITY OF XELTA AND THE OTHER XELTA PARTIES FOR ANY CLAIM ARISING OUT OF OR RELATING TO THESE TERMS OR OUR SERVICES, REGARDLESS OF THE FORM OF THE ACTION, IS LIMITED TO THE GREATER OF $50 OR THE AMOUNT PAID BY YOU TO USE OUR SERVICES IN THE 12-MONTH PERIOD BEFORE THE EVENT GIVING RISE TO THE CLAIM.

THE LIMITATIONS SET FORTH IN THIS SECTION WILL NOT LIMIT OR EXCLUDE LIABILITY FOR THE GROSS NEGLIGENCE, FRAUD, OR INTENTIONAL MISCONDUCT OF XELTA OR FOR ANY OTHER MATTERS IN WHICH LIABILITY CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

To the fullest extent permitted by applicable law, you release Xelta and the other Xelta Parties from responsibility, liability, claims, demands, and/or damages (actual and consequential) of every kind and nature, known and unknown (including claims of negligence), arising out of or related to disputes between users and the acts or omissions of third parties. If you are a consumer who resides in California, you hereby waive your rights under California Civil Code § 1542.

These Terms will continue for the Term, unless we terminate these Terms or your account is deactivated as permitted by these Terms. Xelta may deactivate your account if you fail to log in or otherwise use the Services for more than one year. Any such deactivation will require you to reactivate your account.

Either party may terminate these Terms upon written notice to the other party if such other party commits a material breach of these Terms and fails to cure such breach within 30 days of having received notice. Xelta may terminate these Terms with immediate effect if required to do so by applicable law or for any breach by Customer of Section 6 or Section 8.

Xelta may suspend or limit access to the Services at any time: (i) if Customer is using the Services in violation of applicable law, these Terms, or in connection with fraudulent activity; (ii) if Customer's use adversely affects or interferes with normal operation of the Services; (iii) if Xelta is prohibited by a court or governmental order from providing the Services; (iv) for non-payment of fees within 10 days of demand; or (v) if Xelta reasonably believes there exists malicious code or a security incident threatening the Services. Xelta will use commercially reasonable efforts to notify Customer before suspension but reserves the right to act without prior notice where necessary to protect the integrity or security of the Services. Xelta will have no liability for damages as a result of suspension in accordance with this section.

Upon termination: your right to access the Platform ceases immediately; unused credits are forfeited without refund except where applicable law requires otherwise; all licenses granted to you terminate immediately; and you must cease all use of the Platform. Provisions that by their nature should survive termination shall continue to apply, including intellectual property rights, disclaimers, limitations of liability, indemnification, and governing law.

These dispute resolution and binding arbitration terms apply to all Claims between you and Xelta whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, including privacy or data-security claims and claims related to the validity, enforceability, or scope of the arbitration requirement.

Before initiating formal dispute resolution, you agree to contact Xelta at [email protected] and make a good-faith effort to resolve the dispute informally within 30 days (or such longer period as mutually agreed in writing) of providing a written notice ("Claimant Notice") describing the claim. Xelta will similarly attempt to resolve disputes through informal negotiation.

If the dispute is not resolved informally, both parties agree to resolve it through binding individual arbitration. The parties acknowledge that these arbitration terms are intended to reduce the financial burdens associated with resolving disputes and are not intended to delay adjudication of any party's claims.

You may opt out of the requirement of arbitration on an individual basis by contacting [email protected] within 30 days of first agreeing to these Terms, stating your name, account information, and that you wish to opt out of arbitration. Opting out will not affect any other provisions of these Terms.

Notwithstanding the arbitration provision, either party may bring an individual action in a small claims court of competent jurisdiction. Either party may seek injunctive or other equitable relief in any court of competent jurisdiction to prevent irreparable harm pending resolution of a dispute.

EU consumers may access the European Commission's Online Dispute Resolution platform at: https://ec.europa.eu/consumers/odr.

These Terms shall be governed by and construed in accordance with the laws of the jurisdiction in which Xelta's registered operating entity is incorporated, without regard to conflict of law principles. For EU/EEA users: mandatory consumer protection provisions of your country of residence shall apply and cannot be excluded. For UAE users: UAE Federal laws and applicable DIFC/ADGM regulations may apply. For US users: the Federal Arbitration Act governs interpretation and enforcement of the arbitration provisions.

These Terms, together with the Privacy Policy, Acceptable Use Policy, any executed DPA, and any applicable order forms or subscription agreements, constitute the entire agreement between you and Xelta with respect to the subject matter herein and supersede all prior agreements, representations, and understandings.

If any provision of these Terms is found to be invalid, illegal, or unenforceable, such provision shall be modified to the minimum extent necessary to make it enforceable, or if modification is not possible, severed. The remaining provisions shall continue in full force and effect.

Our failure to enforce any right or provision of these Terms shall not constitute a waiver of that right or provision. Any waiver must be in writing and signed by an authorized representative of Xelta.

You may not assign, delegate, or transfer any rights or obligations under these Terms without prior written consent from Xelta. Xelta may assign or transfer its rights and obligations at any time in connection with a merger, acquisition, corporate restructuring, or sale of assets.

These Terms are drafted in the English language. Any translations provided are for convenience only. In the event of any inconsistency between the English version and any translation, the English version shall prevail, except where local law requires otherwise.