Terms of Service
1. These Terms and how they apply
These Terms of Service govern access to and use of XS (the "Platform") provided by Access-Exonix JV, LLC ("we", "us"). They are incorporated into the written agreement, order form, or subscription confirmation between us and the organization that has contracted for the Platform (the "Customer").
Where a signed agreement between us and the Customer conflicts with these Terms, the signed agreement controls.
Accounts are created by the Customer's administrator. There is no self-service registration. Individuals who access the Platform do so as the Customer's authorized users, under the Customer's agreement — see section 3.
If you are only visiting our public pages — the pricing page and these legal pages — sections 8, 11, 12, and 18 apply to you, and the rest does not.
2. Definitions
– Customer Data — data, documents, and content the Customer or its Users load into or generate within the Platform, including deals, targets, companies, documents, notes, and configuration.
– User — an individual the Customer's administrator has provisioned an account for.
– Output — material the Platform generates using AI models, including research summaries, scores, briefings, assistant answers, and generated documents.
– Reference Data — market, industry, and company data the Platform makes available that did not come from the Customer, including data obtained from third parties and public sources.
– AUP — the Acceptable Use Policy published at /aup.
– DPA — the data processing agreement published at /dpa.
– Documentation — the Platform documentation we make available to the Customer.
3. Access, accounts, and the Customer's responsibilities
We grant the Customer a non-exclusive, non-transferable right to access and use the Platform during the term, for its internal business purposes, subject to these Terms and the order form.
The Customer's administrator provisions, manages, and removes User accounts. The Customer is responsible for:
– who it grants access to, and for removing access promptly when someone no longer needs it;
– its Users' compliance with these Terms and the AUP;
– the security of its Users' credentials, and for enabling the two-factor authentication the Platform makes available;
– notifying us promptly at support@exonix.com if it believes an account has been compromised.
Users must not share accounts or credentials. The mobile companion applications are read-only for pipeline and domain data; they are not an alternative write path.
4. Customer Data
The Customer owns its Customer Data. We claim no ownership in it.
The Customer grants us a limited, non-exclusive licence to host, store, process, transmit, and display Customer Data solely to provide, secure, support, and maintain the Platform, and solely as instructed by the Customer. Our processing of personal data within Customer Data is governed by the DPA.
The Customer warrants that it has the rights necessary to load the Customer Data it loads, that its instructions to us are lawful, and that its use of the Platform complies with the laws that apply to it — including any obligation it owes to individuals whose personal data it loads.
5. AI features and Output
This section is the one the Customer should read most carefully.
Output is generated by AI models. It may be incomplete, out of date, or wrong, including where it reads as confident and specific. It may reflect errors in Reference Data or in Customer Data.
Output is not advice. It is not investment, financial, legal, tax, accounting, or other professional advice, and nothing in the Platform creates a fiduciary, advisory, or brokerage relationship between us and the Customer.
Output must be independently verified before it is relied on. The Customer is solely responsible for any decision it makes using the Platform, including any acquisition, investment, valuation, divestment, or operating decision, and for any advice it gives a third party on the basis of Output.
A person, not the Platform, moves work forward. The Platform is built so that AI agents research and score within a stage, and a human decides when an opportunity advances between stages. The Customer must not configure or use the Platform as if that human decision were automated, and must not represent Output to a third party as a human-verified conclusion unless a human has in fact verified it.
We do not warrant Output is unique. Similar Output may be generated for other customers, and Output is not warranted to be non-infringing.
Providers may change. We may add, replace, or remove AI model, embeddings, and voice providers, and change models, in accordance with section 17 and the notice commitment in the DPA. Which providers we currently use, and what each receives, is published at /subprocessors and explained at /ai-disclosure.
The Platform is not an emergency, crisis, medical, or counselling service and must not be used or presented as one. If a person is in danger or in crisis, contact your local emergency number or a crisis service. Any safety-related message the Platform displays is a static pointer to public resources; it is not monitoring, triage, escalation, or care, and no one is alerted by it.
6. Acceptable use
The Customer and its Users will comply with the Acceptable Use Policy at /aup, which forms part of these Terms and which we may update in accordance with section 17.
7. Reference Data and third-party services
Reference Data is provided "as is." It originates from third parties and public sources. We do not warrant its accuracy, completeness, currency, or fitness for any purpose, and the Customer must not treat it as verified. Where the Platform labels a value as estimated, modelled, unverified, or pending, the Customer must not rely on it as reported fact.
Where the Customer elects to connect a third-party service — a messaging channel, a voice provider, a data source — that service is used at the Customer's election and is subject to that provider's own terms. We are not responsible for a third-party service's acts, omissions, or availability.
8. Intellectual property
We and our licensors own the Platform, the Documentation, and all intellectual property in them. These Terms grant a right to use the Platform, not any ownership of it. All rights not expressly granted are reserved.
The Customer and its Users must not:
– copy, modify, translate, or create derivative works of the Platform;
– reverse engineer, decompile, or attempt to derive source code, model weights, prompts, or configuration;
– scrape, crawl, or bulk-extract data from the Platform other than through an export path we provide;
– resell, sublicense, rent, or operate the Platform as a service bureau for a third party;
– use the Platform to build or train a competing product, or to benchmark it for publication, without our prior written consent;
– remove or obscure any proprietary notice.
If the Customer gives us feedback or suggestions, we may use them without obligation or attribution. We will not identify the Customer as the source without its consent.
9. Confidentiality
Each party will protect the other's confidential information with at least reasonable care, use it only to perform under the agreement, and disclose it only to personnel and advisers who need it and are bound to equivalent obligations. Customer Data is the Customer's confidential information. The Platform, the Documentation, and our non-public technical and security information are ours.
The usual exclusions apply: information that is or becomes public without breach, was already known without obligation, is independently developed, or is rightfully received from a third party. A party compelled by law to disclose will, where legally permitted, give prompt notice so protection can be sought.
10. Fees, taxes, and term
Fees, billing frequency, payment terms, taxes, usage limits, and renewal terms are governed exclusively by the signed customer agreement or order form. These Terms do not create separate commercial terms.
Prices and packages shown on our pricing page are indicative catalogue information for general orientation. They are not an offer and do not vary an executed order form.
11. Warranties and disclaimers
We warrant that we will provide the Platform with reasonable skill and care, and that we will not materially reduce its core functionality during a paid term. We give no additional service warranty.
Except as expressly stated in these Terms and to the fullest extent permitted by law, the Platform, the Output, and the Reference Data are provided "AS IS" and "AS AVAILABLE," and we disclaim all other warranties, express, implied, or statutory, including any implied warranty of merchantability, fitness for a particular purpose, accuracy, quiet enjoyment, and non-infringement.
We do not warrant that the Platform will be uninterrupted or error-free, that Output will be accurate, complete, or suitable for any decision, that Reference Data is correct, or that defects will be corrected.
12. Limitation of liability
Any exclusions of damages, aggregate liability caps, and carve-outs are governed exclusively by the signed customer agreement or order form. These Terms do not create a separate liability allocation or alter the allocation in that agreement.
Reliance on Output is the Customer's risk. Without limiting the above, we are not liable for any loss arising from a decision the Customer or a third party made using the Platform, including any acquisition, investment, valuation, or operating decision, or from any inaccuracy in Reference Data.
Nothing in these Terms excludes or limits liability that cannot lawfully be excluded or limited, including for death or personal injury caused by negligence, or for fraud.
13. Indemnities
Indemnification obligations, if any, are governed exclusively by the signed customer agreement or order form. These Terms do not create a separate indemnity or alter an indemnity in that agreement.
14. Suspension
We may suspend a User's or the Customer's access, in whole or in part, where there is a credible security risk, a breach of the AUP, unlawful use, or non-payment. We will give notice where practicable and reinstate access once the cause is resolved. Suspension does not relieve the Customer of accrued payment obligations.
15. Term, termination, and what happens to data
The term, termination rights, and any material-breach cure period are governed exclusively by the signed customer agreement or order form. These Terms do not create a separate cure period.
On expiry or termination:
– the Customer's right to access the Platform ends;
– on request within the 30 days following termination, we will provide the Customer a portable export of its Customer Data. This is carried out by our operations team through a controlled procedure, not by a self-service button;
– the Customer's workspace is archived and, after a grace period of at least 30 days, permanently deleted through a controlled deletion procedure that removes stored rows and stored files and records that the deletion occurred;
– deleted data ages out of our backups within 35 days;
– sections that by their nature should survive do survive — see section 19.
16. Support and service levels
Support is available through support@exonix.com. Support hours and response targets, if any, are governed by the signed customer agreement or order form; these Terms make no general response-time commitment.
There is no uptime service-level commitment at present. We state this plainly rather than leaving it to inference. Any availability commitment must be agreed in the order form.
17. Changes to these Terms
We may update these Terms and the AUP. For a material change we will give the Customer's administrator contact at least 30 days' notice before it takes effect, and continued use of the Platform after that date constitutes acceptance. Every version carries a version number and an effective date, and the change history is published alongside these Terms. A change that materially reduces the Customer's rights during a paid term does not apply to that term unless the Customer agrees.
18. Governing law and disputes
These Terms are governed by the laws of the State of Delaware, without regard to conflict-of-laws rules. The state courts of Delaware located in New Castle County and the United States District Court for the District of Delaware have exclusive jurisdiction, and each party submits to that jurisdiction. Any arbitration, waiver, or contractual limitation period is governed exclusively by the signed customer agreement or order form; these Terms do not create one.
19. General
Assignment. Neither party may assign the agreement without the other's consent, except to a successor in a merger or sale of substantially all assets, on notice.
Notices. In writing, to the addresses in the order form; to us at support@exonix.com and Access-Exonix JV, LLC, 1001 N Charles St Ste 800, Baltimore, MD 21202.
Force majeure. Neither party is liable for a failure to perform caused by an event beyond its reasonable control, excluding payment obligations.
Subcontractors. We may use subprocessors as set out in the DPA and published at /subprocessors, and we remain responsible for their performance.
Export and sanctions. Each party will comply with applicable export control and sanctions laws. The Customer will not permit access from an embargoed territory or by a restricted party.
Severability, waiver, entire agreement. If a provision is unenforceable it is modified to the minimum extent necessary or severed, and the rest stands. A failure to enforce is not a waiver. The order form, these Terms, the AUP, and the DPA are the entire agreement on their subject matter and supersede prior discussions.
Survival. Sections 4 (as to ownership), 5, 7, 8, 9, 11, 12, 13, 15, 18, and 19 survive termination.
No third-party beneficiaries, except that Users may rely on section 3 as a description of the basis on which they access the Platform.
20. Contact
Access-Exonix JV, LLC, 1001 N Charles St Ste 800, Baltimore, MD 21202 — support@exonix.com. Privacy matters: see the Privacy Policy at /privacy.