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Terms of Service

Last Updated on March 3, 2025

 

Introduction and Definitions

When we refer to “XR Cloud” or we use pronouns like “we”, “us” or “our”, we are referring to XR Cloud as well as its parents, affiliates and subsidiaries.

When we refer to the “User”, we are talking about you, and we will also use words like “you” and “your” to refer to you. Who “you” are can get more complicated if you are using our services on behalf of a company, organization, or other entity. In that case, you are representing to us that you have the authority to bind your company, organization, other entity to this Terms of Service and that you agree to be legally bound by this Terms of Service on behalf of such entity (and “User”, “you”, and “your” then refer to such entity). If you aren’t sure what this means or whether you are authorized to bind your company, organization, or entity to this contract, you should ask others in your organization to get clarification about authority.

 

1. What are the Terms of Service?

This Terms of Service is a binding contract between you and XR Cloud, and covers all of the offerings, websites, products, services, features, content, applications and other things we offer to you.

We differentiate between our websites such as xrcloud.ai (which we will refer to as the “Websites”) and all of our other services, such as our cloud infrastructure and other paid services (which we will refer to collectively as the “Services”).

 

2. When does this Terms of Service apply to me?

Now that we have some common language, we want to ensure you understand when and how the Terms of Service applies.

First and foremost, you must understand that this is a binding legal contract that is required to use our Websites and Services. As such, you may only use our Websites and Services if you agree that you have read, understood, and consent to be bound by this Terms of Service.

If you sign up for Services or create an account through our Websites, this Terms of Service takes effect when you click “I accept” or “I agree” or other functionality indicating your acceptance of its terms. If you purchase Services through a separate written contract, this Terms of Service is incorporated into that contract, whether it is called out or not. Regardless of these methods, when you access or use our Websites and Services, this Terms of Service applies and is legally binding on you and to your access and use. These are common examples, and this paragraph does not necessarily include all the other ways you can become bound to this Terms of Service.

 

3. Availability of Terms in Multiple Languages

This Terms of Service is available in both English and Korean. In case of any inconsistency between the English and Korean versions, the English version shall prevail to the extent permitted by applicable law. Korean Users may request communications in Korean, and we will make reasonable efforts to accommodate such requests.

 

4. What happens with disputes under this Terms of Service?

One requirement of our Terms of Service is that you must agree to resolve disputes arising under this Terms of Service through binding arbitration directly between you and XR Cloud. In arbitration, a neutral arbitrator or panel of arbitrators will hear the arguments of both sides and decide on disputes in an expedient and cost-effective manner. All claims will be subject to arbitration.

You should understand that this means neither you nor XR Cloud will have the opportunity to resolve some disputes in court before a judge or jury. You will be unable to pursue claims in a conventional trial and will not be able to participate in a court-based class action or similar proceeding.

Notwithstanding the above, if you are a consumer based in Korea, you have the right to pursue remedies through the Korea Consumer Protection Board or other Korean consumer protection mechanisms before proceeding to arbitration, and you retain all mandatory consumer protection rights afforded to you under Korean law regardless of any provisions to the contrary in this agreement.

 

5. Governing Law and Jurisdiction

This Terms of Service and any dispute related thereto is governed by the laws of Singapore without regard to conflict of law principles. Subject to the dispute resolution provisions in Section 13, you and XR Cloud submit to the personal and exclusive jurisdiction of Singapore for resolution of any lawsuit or court proceeding permitted under this Terms of Service.

For Users based in Korea, mandatory provisions of Korean law that cannot be derogated from by agreement will still apply, and nothing in this Terms of Service is intended to limit your statutory rights as a consumer under Korean law.

 

6. Eligibility & Registration

6.1 Before you use our Websites and Services, you must ensure that such use is in compliance with all laws, rules and regulations applicable to you. Your right to access the Websites and Services is revoked to the extent your use thereof is prohibited or to the extent our provision thereof conflicts with any applicable law, rule, or regulation. You are responsible for making these determinations before using the Websites and Services.

6.2 The Websites and Services are not targeted towards, nor intended for use by, anyone under the age of 18. By using the Websites and Services, you represent and warrant to us that: (a) you are 18 years of age or older; or (b) you otherwise have sufficient legal consent, permission and capacity to use the Websites and Services in applicable jurisdiction(s) as determined by you. For Users based in Korea, if you are over 14 but under 19 years of age, you may use the Websites and Services only with the consent and supervision of a parent or legal guardian.

6.3 To access the Services and some features of the Websites, you must register for an account (“Account”). When you register for your Account, you may be required to provide us with some information about yourself, such as your name, email address, and a valid form of payment, and you may also provide optional information about yourself on a voluntary basis.

6.4 Changes to the Services and Websites. We may change or discontinue any of the Services or the Websites at any time at our sole discretion. We will endeavour to provide as much prior notice as is reasonably practicable under the circumstances, but in no event will XR Cloud be obligated to provide notice under this Section if the discontinuation is necessary to (a) address an emergency, or risk of harm to the Services, Websites, or XR Cloud, (b) respond to claims, litigation, or loss of license rights related to third party intellectual property rights, or (c) comply with law. For Users based in Korea, we will provide at least 30 days’ notice before discontinuing any paid services, unless circumstances described in (a), (b), or (c) apply.

 

7. XR Cloud’s Proprietary Rights

7.1 As between you and XR Cloud, the Websites and Services are owned and/or provided by XR Cloud. The names, logos, trademarks, arrangements, visual interfaces, graphics, designs, compilation, information, data, computer code (including source code or object code), products, software, services, and all other elements of the Websites and Services (“Materials”) that we provide are protected by intellectual property and other laws. All Materials included in the Websites and Services are the property of XR Cloud or its third-party licensors. You may only use the Websites and Services as expressly authorized by us and as set forth in these Terms of Service, including the Service Terms applicable to select Services which are specified further below, or in product documentation and other materials we provide to you. You shall abide by and maintain all intellectual property notices, information, and restrictions contained in the Websites and Services. We reserve all rights to the Websites and Services not granted expressly in these Terms of Service.

7.2 If you choose to provide input and suggestions regarding problems with or proposed modifications or improvements to the Websites and Services (“Feedback”) then you hereby grant to us an unrestricted, perpetual, irrevocable, non-exclusive, fully-paid, royalty-free right to exploit the Feedback in any manner and for any purpose, including to improve the Websites and Services and create other products and services.

7.3 You grant us permission to include your name, logos, and trademarks in our promotional and marketing materials and communications.

7.4 Some of the Materials provided by XR Cloud are licensed under one or more open source, Creative Commons, or similar licenses (collectively, “Open Source Licenses”). Nothing in these Terms of Service prevents, restricts, or is intended to prevent or restrict you from obtaining such materials under the applicable Open Source Licenses or to limit your use of such materials under those Open Source Licenses.

7.5 Subject to your complete and ongoing compliance with this Terms of Service and our rights therein, XR Cloud grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Websites and/or Services as described in and subject to this Terms of Service.

 

8. User Content

8.1 Certain features of the Websites and Services permit you to submit or upload content, including messages, reviews, media, images, folders, data, text, and other types of works (your “User Content”) and to publish your User Content on our Websites and Services.

8.2 By providing your User Content to or via the Websites or Services, you grant XR Cloud a worldwide, non-exclusive, royalty-free, fully paid right and license (with the right to sublicense) to host, store, transfer, display, perform, reproduce, modify for the purpose of formatting for display, and distribute your User Content, in whole or in part, in any media formats and through any media channels.

8.3 By providing your User Content via the Websites, you grant to our other users a non-exclusive license to access and use your User Content as permitted by this Terms of Service and the functionality of the Websites.

8.4 You are solely responsible for your User Content, and you agree XR Cloud is not and will not be in any way liable for your User Content. By providing your User Content via the Websites, you affirm, represent, and warrant that:

you are the creator and owner of your User Content, or have the necessary licenses, rights, consents, and permissions to authorize XR Cloud and users of the Websites to use and distribute your User Content as necessary to exercise the licenses granted by you in this Terms of Service or otherwise required of you under this Terms of Service; your User Content, and use of your User Content as contemplated by this Terms of Service, does not and will not: (i) infringe, violate, or misappropriate any third party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; (ii) slander, defame, libel, or invade a right of privacy, publicity or other property right of any other person; or (iii) cause us to violate any law or regulation; and you will indemnify us for any third party claims arising from your User Content.

8.5 We are under no obligation to edit or control your User Content or the User Content of others, and will not be in any way responsible or liable for User Content. We may, however, at any time and without prior notice, screen, remove, edit, or block any of your User Content at our discretion.

8.6 By submitting or uploading your User Content, you also agree to abide by the terms of any Open Source Licenses that may apply to your User Content.

 

9. Services Content

9.1 Our Services allow you to provide us with source code, files, software, processes, interfaces, data, text, settings, media, or other information for storage, hosting, or processing by the Services (your “Services Content”).

9.2 Subject to this Terms of Service, by providing your Services Content to or via the Services, you grant XR Cloud a license to host, store, transfer, display, perform, reproduce, modify for the purpose of formatting for display, and distribute your Services Content solely for the purpose of providing the Services to you and for no other reason without your express written permission. For the avoidance of doubt, information included in resource identifiers, metadata, access controls, rules, usage policies, permissions, system logs, metrics, configurations, and similar items related to the management of XR Cloud Services (“Usage Data”) does not constitute your Services Content. XR Cloud recommends that you do not include personally identifying, confidential, or sensitive information in these items. We may use Usage Data and other information about how you use and interact with the Services to provide, maintain, and improve our Services.

9.3 As between you and XR Cloud, you retain any copyright and other ownership rights that you may hold in your Services Content.

9.4 Some of our Services allow third parties to access, use, or contribute to your Services Content, including via resale, your own products and services, or public-facing websites, applications, interfaces, and other manifestations of your Services Content. Such other users are collectively defined as your “End Users” for purposes of this Terms of Service. For clarity, “End Users” in this context includes all such other users, regardless of whether they are intermediary parties, End Users of other End Users, or the like. You are responsible for your End Users’ compliance with these Terms of Service.

9.5 You are solely responsible for your Services Content, End Users and any activity by your End Users, and you agree XR Cloud is not and will not be in any way liable for your Services Content, End Users and/or activity by your End Users. By providing your Services Content via the Services, you affirm, represent, and warrant that:

Your Services Content, and your or your End Users’ use of your Services Content, will not violate these Terms of Service or any applicable law, regulation, rule, or third party rights; You are solely responsible for the development, moderation, operation, maintenance, support and use of your Services Content, including when your Services Content is contributed by your End Users; Your Services Content, and your or your End Users’ use of your Services Content, does not and will not: (i) infringe, violate, or misappropriate any third party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; (ii) slander, defame, libel, or invade a right of privacy, publicity or other property rights of any other person; or (iii) cause us to violate any law, regulation, rule, or rights of third parties; and Except for the specific Services provided to you under these Terms of Service or other express contract, you are solely responsible for the technical operation of your Services Content, including on behalf of your End Users.

9.6 You are responsible for properly configuring and using the Services and taking your own steps to maintain appropriate security, protection, and backup of your Services Content, which may include the use of encryption technology to protect your Services Content from unauthorized access and routine archiving your Services Content. XR Cloud does not promise to retain any preservations or backups of your Services Content. You are solely responsible for the integrity, preservation, and backup of your Services Content, regardless of whether your use of Services includes a XR Cloud backup feature or functionality, and to the fullest extent permitted by law, XR Cloud shall have no liability for any data loss, unavailability, or other consequences related to the foregoing.

9.7 When purchasing Services, you may specify the geographic region and jurisdiction in which your Services Content will be stored. You consent to the storage of your Services Content in, and transfer of your Services Content into, the geographic region and jurisdiction you select. Unless otherwise agreed in writing between you and XR Cloud, you agree that XR Cloud may transfer and store your Services Content in other geographic regions or jurisdictions at its sole discretion. You represent and warrant that such storage and transfer are adequately consented to by you and permissible pursuant to applicable laws, regulations, rules, and third party rights.

9.8 Service Terms. As used herein, “Service Terms” mean the rights and restrictions for particular Services as may be updated by us from time to time.

Universal Service Terms. The Service Terms below govern your access and use of all XR Cloud Services:

  1. You may not transfer outside of the Services any software (or related documentation) you obtain from us or a third party licensor in connection with the Services without specific, written permission to do so.
  2. You must comply with current technical product documentation applicable to the Services made available by us (and any successor or related locations designated by us).
  3. You will ensure all information you provide to us is accurate, complete, and not misleading.
  4. From time to time, we may apply upgrades, patches, bug fixes, or other maintenance of the Services. We may provide you notice of such scheduled maintenance (except for emergency maintenance), and you agree to use reasonable efforts to comply with any maintenance requirements we notify you about.
  5. If you process the personal data of any third parties, including your End Users or other identifiable individuals in your use of a Service, you are responsible for providing legally adequate privacy notices and obtaining necessary consents for processing, storage, use, and transfer of such data, including providing any required notices and obtaining any required parental consent or similar laws. You represent to us that you have provided all necessary privacy notices and obtained all necessary consents. You are responsible for processing such data in accordance with applicable law.
  6. Certain Services may incorporate generative AI features that enable you to use prompts or inputs to generate outputs. The output you generate is considered your Services Content. Due to the nature of machine learning, output may not be unique across customers and the Services may generate the same or similar results across customers. Outputs may not be accurate and should not be relied upon without confirmation that they meet your specific needs. Services incorporating generative AI features are not intended for use in, or in association with, the operation of any hazardous environments or critical systems that may lead to serious bodily injury or death or cause environmental or property damage, or to make legal, tax, or financial decisions. Services used in support of healthcare services are not medical devices and are not intended to be used by themselves for any clinical decision-making or other clinical use. We have no obligation or liability to you with respect to any claim arising from your use of generative AI features of Services that: (i) arises from output you generate through use of the generative AI features of Services that either alone or as combined by you infringe or misappropriate any third party’s intellectual property rights; (ii) if you interfere with or fail to enable available filters, guardrails, or other tools, or disregard instructions on how to properly use the Services provided in the Terms of Service and product documentation or in other materials we may make available to you; (iii) if your use of the Services breaches this Terms of Service; (iv) if you have fine-tuned, refined, customized or modified the output or the generative AI feature of select Services and the alleged infringement or misappropriation would not have occurred but for this fine-tuning, refinement, customization, or modification; (v) arising after you receive notice to stop using the Service or feature of the Service; (vi) arising from output that you know or reasonably should know may infringe or misappropriate any third party’s intellectual property rights; and (vii) alleging that your use of the output infringes on a third party’s trademark or related rights. To the fullest extent possible under applicable law, you are responsible for your use of generative AI outputs generated by the Services.
  7. Third-party models accessible through the Service are made available to you as Third Party Services and are subject to additional third-party license terms. Your access to and use of third-party models on the Service may require you to review and accept the Third Party Services’ terms and conditions to proceed.
  8. As part of providing the Service, we may use manual and automated abuse detection mechanisms designed to detect harmful content, including related to potential violations of our or third-party model providers’ terms of service or acceptable use policies. Further, if these mechanisms detect apparent child sexual abuse material, you agree and instruct that we may report the incident to the National Center for Missing and Exploited Children or other authority. In addition, we may share information, that does not include your Services Content, about your use of a third-party model with the provider of that third-party model.
  9. The Services may allow you to customize models with data you provide (for example, by fine-tuning). We will not access or use your customized model except as necessary to maintain or provide the Service, or as necessary to comply with law or a binding order of a governmental body.
  10. Some Services are intended for experimentation purposes only, and any outputs or agents that may be created using the feature should not be used with production data or put into production.
  11. Output generated by models accessed through the Service may include information such as metadata, digital signatures, or watermarks to identify it is generated using a generative artificial intelligence model (“Provenance Data”). Neither you nor any End User may modify, tamper with, remove, obscure, or otherwise alter such Provenance Data.
  12. Some Services may require that you establish your own account with one or more third-party cloud providers (“Cloud Provider”). You will be solely responsible for paying for and establishing an account (“Customer Cloud Provider Account”) with each third-party Cloud Provider you select, and for compliance with the third-party Cloud Provider’s terms. You must provide us with your Customer Cloud Provider Account credentials (the “Key”) that are necessary for us to access and manage your use of the third-party Cloud Provider’s servers, including, without limitation, accessing servers as necessary to identify or resolve technical problems or to respond to any issues related to or connected with the Services. We will use reasonable efforts to maintain the confidentiality and security of your Keys.
  13. PLEASE KEEP IN MIND THAT SOME OF THE CONTENT THAT WE MAKE AVAILABLE TO YOU THROUGH THE SERVICES MAY ORIGINATE FROM THIRD PARTY CLOUD PROVIDERS AND APPLICATIONS. ALL SUCH THIRD PARTY CONTENT IS PROVIDED TO YOU “AS IS” AND YOUR USE THEREOF MAY BE SUBJECT TO CHANGE AND/OR REMOVAL AT ANY TIME. WE SHALL, UNDER NO CIRCUMSTANCES WHATSOEVER, ACCEPT LIABILITY RESULTING FROM YOUR USE OF ANY SUCH THIRD-PARTY SERVICES AND/OR CONTENT. WE ARE NOT LIABLE OR RESPONSIBLE FOR SERVICE UNAVAILABILITY CAUSED BY THE ACTIONS OF ANY THIRD PARTY.
  14. You may neither share nor re-sell your Account to any third parties. Unless you have been specifically permitted to do so in a separate agreement with us, you agree that you will not reproduce, duplicate, copy, sell, trade or resell the Services for any purpose.
  15. We may offer (or act as intermediary in the offering of) certain application trials including the ability for you to install the application on a temporary basis for trial purposes. YOU ACKNOWLEDGE THAT SUCH TRIALS ARE INTENDED TO BE TEMPORARY INSTALLATIONS AND THAT WE MAY DELETE APPLICATIONS AND SHUT DOWN RELEVANT SERVERS AT ANY TIME.
  16. We may automatically shut down applications and servers at various times, including without limitation, when you log out of the Service, if you do not respond to a prompt after a certain period of time, or if you explicitly request us to do so, or if we detect that your application or server is malfunctioning. The data and software may be backed up during this process and may be restored, but such restoration is not guaranteed to reproduce the exact state of the application or server at the time the backup was created by us, particularly if you have used the “terminal” capability or otherwise directly accessed the server.
  17. We do not promise to retain any preservations or backups on your behalf, and do not guarantee the completeness of any backup. You are solely responsible for the integrity, preservation, and backup of your Services and content, regardless of whether your use of the Services includes a backup feature or functionality. Without limiting the foregoing, to the fullest extent permitted by law, we shall have no liability for any data loss, unavailability, or other consequences related to the foregoing.

 

10. Personal Data Protection

10.1 Singapore Personal Data Protection Act (PDPA) Compliance: We comply with the Singapore Personal Data Protection Act (PDPA) in our collection, use, and disclosure of your personal data. Our detailed Privacy Policy explains how we process your personal data, including:

  • The purposes for which we collect, use, and disclose personal data
  • Data retention periods
  • Security measures implemented to protect personal data
  • Your rights to access and correct your personal data
  • Procedures for withdrawal of consent

10.2 Korean Personal Information Protection Act (PIPA) Compliance: For Users based in Korea, we additionally comply with the Korean Personal Information Protection Act (PIPA). This includes:

  • Obtaining specific consent for collection and use of personal information
  • Implementing technical and administrative measures to protect personal information
  • Providing notice before transferring personal information to third parties
  • Appointing a Chief Privacy Officer (CPO) for Korean operations
  • Implementing data destruction procedures when the purpose of collection has been fulfilled

10.3 Our full Privacy Policy, which is incorporated by reference into this Terms of Service, provides comprehensive details on our data protection practices.

 

11. Your Conduct

11.1 You must use the Websites and Services in accordance with our Acceptable Use Policy (AUP), which is incorporated by reference. Accordingly, any use of the Websites and Services in violation of the AUP shall constitute a breach of these Terms of Service.

11.2 You are solely responsible for the activity that occurs on your Account, regardless of whether the activities are undertaken by you, your employees, any third party (including your contractors or agents), your End Users, your licensees, or your customers.

11.3 You are responsible for notifying your employees, agents, and others related to your use of the Websites and Services of the provisions of these Terms of Service, including where the terms of the Terms of Service are binding on them.

11.4 You shall not (directly or indirectly): (i) decipher, decompile, disassemble, reverse engineer or otherwise attempt to derive any source code or underlying ideas or algorithms of any part of the Websites or Services (including without limitation any application), except to the limited extent applicable laws specifically prohibit such restriction; (ii) modify, translate, or otherwise create derivative works of any part of the Websites or Services; or (iii) copy, rent, lease, distribute, or otherwise transfer any of the rights that you receive hereunder. You shall abide by all applicable local, state, national and international laws and regulations. To the extent any portions of the Websites or Services are subject to Open Source Licenses, such Open Source Licenses apply regardless of this section.

11.5 We reserve the right to access, read, preserve, and disclose any information as we reasonably believe is necessary to (i) respond to any applicable law, regulation, legal process or governmental request; (ii) enforce this Terms of Service, including investigation of potential violations hereof; (iii) detect, prevent, or otherwise address fraud, security, or technical issues; (iv) respond to user support requests; or (v) protect the rights, property or safety of us, our users, and the public.

11.6 The Services are subject to the trade and economic sanctions maintained by the Office of Foreign Assets Control (“OFAC”). By accessing the Services, you agree to comply with these laws and regulations. Specifically, you represent and warrant that you are not: (a) located in any country that is subject to OFAC’s trade and economic sanctions; or (b) an individual or entity included on any U.S. lists of prohibited parties including: the Treasury Department’s List of Specially Designated Nationals List (“SDN List”) and Sectoral Sanctions List (“SSI List”). Additionally, you agree not to – directly or indirectly – sell, export, reexport, transfer, divert, or otherwise dispose of any service received from XR Cloud in contradiction with these laws and regulations. Failure to comply with these laws and regulations may result in the suspension or termination of your Account.

11.7 You agree to comply with all applicable export and import control laws and regulations in your use of the Services, and, in particular, you will not utilize the Services to export or re-export data or software without all required United States and foreign government licenses. You assume full legal responsibility for any access and use of the Services, with full understanding that such access or use may constitute export of technology and technical data that may implicate export regulations and/or require export license.

11.8 You shall utilize proper security protocols, such as setting strong passwords and access control mechanisms, safeguarding access to all logins and passwords, and verifying the trustworthiness of persons who are entrusted with account access information. You are solely responsible for any unauthorized access to your Account, and must notify XR Cloud immediately of any such unauthorized access upon becoming aware of it.

11.9 You shall notify XR Cloud if and when you learn of any security incidents or breaches affecting the Websites or Services, including unauthorized access to your Account or Account credentials, and shall aid in any investigation or legal action that is taken by authorities and/or XR Cloud to investigate and cure the security incident or breach to the extent caused by your Account or your use of the Websites and Services.

 

12. Billing & Payments

12.1 We use third-party payment processors (the “Payment Processors”) to bill you through the payment account(s) linked to your Account (your “Billing Information”). The processing of payments may be subject to the terms, conditions and policies of the Payment Processors in addition to this Terms of Service. We are not responsible for acts or omissions of the Payment Processors. You agree to pay us, through the Payment Processors or as otherwise agreed to by XR Cloud, all sums for Services you select or use at applicable prices in accordance with our pricing and billing policies (e.g., XR Cloud Portal (https://portal.xrcloud.ai/) when logged into your XR Cloud account) and you hereby authorize us and applicable Payment Processors to charge all such sums (including all applicable taxes) to the payment method(s) specified in or linked to your Account (your “Payment Method”).

12.2 You must provide current, complete and accurate information for your Account and Billing Information, and must promptly update all such information in the event of changes (such as a change in billing address, credit card number, or credit card expiration date). You must promptly notify us or our Payment Processors if your payment method is canceled (e.g., for loss or theft) or otherwise inoperable.

12.3 By entering into this Terms of Service and using the Services, you agree to be billed on a recurring basis and to be automatically charged by us or our Payment Processors using your Payment Methods upon invoicing. If your Payment Method or payment of fees is subject to other terms and conditions, as set forth in order forms, invoices or otherwise, then those other terms and conditions apply in addition to these Terms of Service. You may also be billed an amount up to your current balance at any time to verify the accuracy of your account information. We reserve the right to deactivate, terminate, prevent access to, disable services for, and/or delete any Accounts or access to the Websites and Services at any time at our sole discretion, including for nonpayment, late payment, or failure to charge your Payment Methods upon invoicing.

12.4 For Users based in Korea, in accordance with the E-Commerce Act and related regulations: a. You have the right to cancel your subscription or service purchase within 7 days of the contract conclusion without penalty; b. Detailed cancellation and refund procedures are available on our website and will be processed within 3 business days of receiving a valid request; c. We will provide advance notice of at least 7 days before any changes to subscription terms or fees.

12.5 You are responsible for any duties, customs fees, taxes, and related penalties, fines, audits, interest, and back-payments relating to your purchase of the Services, including but not limited to national, state or local sales taxes, use taxes, value-added taxes (VAT) and goods and services taxes (GST) (collectively, “Taxes”). Unless otherwise stated, our pricing policies do not include and are not discounted or enhanced for any such Taxes. If we become obligated to collect or pay Taxes in connection with your purchase of the Services, those Taxes will be invoiced to you as part of a billing process or collected at the time of purchase. In certain states, countries and territories, we may determine if your purchase of Services is subject to certain Taxes, and if so, may collect such Taxes and remit them to the appropriate taxing authority. If you believe that a given Tax does not apply or that some amount must be withheld from payments to us, you must promptly provide us with a tax certificate, withholding receipt, tax identifier (e.g., VAT ID) or other adequate proof, provided such information is valid and sufficiently authorized by all appropriate taxing authorities. You must also provide us with any tax identification information that is necessary for us to comply with our tax obligations, as we determine from time to time. You will be solely responsible for any misrepresentations made or non-compliance caused by you regarding Taxes, whether with respect to us or other parties, including any penalties, fines, audits, interest, back-payments or further taxes associated with such misrepresentations or non-compliance.

12.6 We may offer Service credits from time to time, and any provision of such credits is governed by the disclosures, terms and policies concerning the credits. You acknowledge and agree that all credits, whether previously offered or otherwise, are revocable or subject to early expiration at any time and for any reason or no reason by us, including for abuse, misrepresentation of Account information, unauthorized transfer, or illegal conduct by you.

 

13. Third Party Services

The Websites and Services may include links to third party websites, services or other resources on the Internet (“Third Party Services”), and third-party websites, services or other resources may include links to our Websites and Services as well. When you access Third Party Services on the Internet, you do so at your own risk. These Third Party Services are not under our control, and, to the fullest extent permitted by law, we are not responsible or liable for the content, functions, accuracy, legality, appropriateness or any other aspect of such resources. The inclusion of any such link does not imply our endorsement or any association between us and any third party. To the fullest extent permitted by law, we shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such Third Party Services. We also permit certain Vendors to make available Vendor Offerings available on the XR Cloud Website and Services (“Vendors” and “Vendor Offerings”). Use of any Vendor Offerings may require you to agree to certain terms and conditions directly with the Vendor, and XR Cloud is not a party to such agreement. It is your responsibility to protect your system from risks such as viruses, worms, trojan horses and other security risks that may be presented by the Third Party Services or Vendor Offerings described in this section.

 

14. Confidentiality & Beta Services

14.1 To the extent you receive or possess any non-public information from us that is designated confidential or, given the nature of the information or circumstances surrounding its disclosure, reasonably should be understood to be confidential, such information is our “Confidential Information” and must be handled in accordance with this Terms of Service. Confidential Information includes but is not limited to: (a) non-public information about our technology, customers, business plans, marketing and sales activities, finances, operations and other business information; and (b) the existence and content of our discussions or negotiations with you regarding your Account and/or use of the Services. Confidential Information does not include any information that: (i) is or becomes publicly available without breach of this Terms of Service; (ii) can be shown by documentation to have been known to you at the time of your receipt from us; (iii) is received from a third party who did not acquire or disclose the information by a wrongful or tortious act or by violating the rights of us or third parties; or (iv) can be shown by documentation to have been independently developed by you without reference to the Confidential Information.

14.2 You may not use Confidential Information except in connection with your use of the Service as permitted under these Terms of Service or as separately authorized in a signed writing by us. You agree to not disclose Confidential Information during the term of this Terms of Service, after you cease using the Services, and after this Terms of Service otherwise no longer applies. You will take all reasonable measures to avoid disclosure or unauthorized use of Confidential Information, including at least the measures you take to protect your own confidential information of a similar nature.

14.3 We may offer access to or use of certain features, technologies, data centers regions, and services that are not yet generally available, including, but not limited to, any products, services, or features labelled “beta”, “preview”, “pre-release”, or “experimental” (each, a “Beta Service”). You must comply with all terms related to any Beta Service as posted on the Website or otherwise made available to you. We may add or modify terms, including lowering or raising any usage limits, related to access to or use of any Beta Services at any time. Service Level Agreements do not apply to Beta Services.

14.4. You may provide us with information relating to your access, use, testing, or evaluation of Beta Services, including observations or information regarding the performance, features, and functionality of Beta Services (“Test Observations”). We will own and may use and evaluate all Test Observations for its own purposes. You will not use any Test Observations except for your internal evaluation purposes of any Beta Service. Suggestions concerning a Beta Service, and any other information about or involving (including the existence of) any Beta Service are considered Confidential Information.

14.5. We may suspend or terminate your access to or use of any Beta Service at any time. Your access to and use of each Beta Service will automatically terminate upon the release of a generally available version of the applicable Beta Service or upon notice of termination by us. Notwithstanding anything to the contrary in the Terms of Service, after suspension or termination of your access to or use of any Beta Service for any reason: (a) you will not have any further right to access or use the applicable Beta Service, and (b) your Services Content used in the applicable Beta Service may be deleted or inaccessible.

14.6. WITHOUT LIMITING ANY DISCLAIMERS IN THIS TERMS OF SERVICE, BETA SERVICES ARE NOT READY FOR GENERAL PRODUCTION RELEASE AND MAY CONTAIN BUGS, ERRORS, DEFECTS, OR HARMFUL COMPONENTS. ACCORDINGLY, AND NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS TERMS OF SERVICE, WE ARE PROVIDING BETA SERVICES AND BETA REGIONS TO YOU “AS IS.” XR CLOUD AND ITS AFFILIATES AND LICENSORS MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE REGARDING BETA SERVICES, INCLUDING ANY WARRANTY THAT THE BETA SERVICES WILL BECOME GENERALLY AVAILABLE, BE UNINTERRUPTED, ERROR FREE, OR FREE OF HARMFUL COMPONENTS, OR THAT ANY CONTENT, INCLUDING YOUR SERVICES CONTENT, WILL BE SECURE OR NOT OTHERWISE LOST OR DAMAGED. EXCEPT TO THE EXTENT PROHIBITED BY LAW, XR CLOUD AND ITS AFFILIATES AND LICENSORS DISCLAIM ALL WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR QUIET ENJOYMENT, AND ANY WARRANTIES ARISING OUT OF ANY COURSE OF DEALING OR USAGE OF TRADE. XR CLOUD’S AND ITS AFFILIATES’ AND LICENSORS’ AGGREGATE LIABILITY FOR ANY BETA SERVICES WILL BE LIMITED TO THE AMOUNT YOU ACTUALLY PAY US UNDER THIS TERMS OF SERVICE FOR THE SERVICES THAT GAVE RISE TO THE CLAIM DURING THE MONTH PRECEDING THE CLAIM.

 

15. No Warranty

15.1 The Websites and Services, including without limitation any content delivered as a part thereof, are provided “as is” and on an “as available” basis. XR Cloud disclaims all warranties of any kind, whether express or implied, relating to the Websites and Services and all content delivered in connection thereto, including but not limited to: (a) any implied warranty of merchantability, fitness for a particular purpose, title, quiet enjoyment, or non-infringement; (b) any warranty arising out of course of dealing, usage, or trade; or (c) any warranty or guaranty relating to availability, accuracy, error rate, system integrity, or uninterrupted access. We do not warrant that: (i) the Websites or Services will be secure or available at any particular time or location; (ii) any defects or errors will be corrected; (iii) any content or software available at or through the Websites or Services is free of viruses or other harmful components; or (iv) the results of using the Websites or Services will meet your requirements. Your use of the Websites and Services is solely at your own risk.

To the fullest extent permitted by law, we have no liability for Vendor Offerings. Rather, if applicable, all limited warranties, warranty disclaimer, limitations of liability and other specific provisions regarding the Vendor Offerings can be found in the agreement between you and the Vendor.

15.2 XR Cloud is not responsible for the content that you access through your use of the Websites, Services, or content of other users of XR Cloud or other third parties. To the extent permitted by applicable law, you release us from all liability relating to such content. You acknowledge and agree that we make no representations concerning any content contained in or accessed through the Websites or content of other users of XR Cloud or other third parties, and that we are not responsible or liable for the accuracy, quality, legality, or other attributes of such content.

15.3 The limitations, exclusions, and disclaimers in this Section 15 apply to the fullest extent permitted by law. XR Cloud does not disclaim any warranty or other right that XR Cloud is prohibited from disclaiming under applicable law. For Users based in Korea, mandatory statutory warranties and consumer protection laws shall apply notwithstanding any provisions to the contrary in this Terms of Service.

 

16. Limitation of Liability

16.1 To the fullest extent permitted by law, in no event will we be liable to you for any indirect, incidental, special, consequential, or punitive damages (including damages for loss of profits, goodwill, or any other intangible loss) arising out of or relating to your access to or use of, or your inability to access or use, the Websites and Services or any materials or content on the Websites and Services, whether based on warranty, contract, tort (including negligence), statute, or any other legal theory, and whether or not we have been informed of the possibility of damage. To the fullest extent permitted by law, you agree we will have no liability for any data that may be destroyed, lost or otherwise rendered inaccessible, whether because you failed to backup your data or for any other reason.

16.2 Except as provided in Section 13 and to the fullest extent permitted by law, our aggregate liability to you for all claims arising out of or relating to this Terms of Service or the Websites and Services, whether in contract, tort, or otherwise, is limited to the amount you have paid to us for the Services at issue in the month prior to the event or circumstance giving rise to claim.

16.3 For Users based in Korea, the limitations of liability in this section shall not apply to: a. Damage caused by XR Cloud’s intentional misconduct or gross negligence; b. Personal injury or death resulting from XR Cloud’s negligence; c. Violations of Korean consumer protection laws; d. Any other liability that cannot be excluded under Korean law.

16.4 Each provision of this Terms of Service that provides for a limitation of liability, disclaimer of warranties, or exclusion of damages is intended to and does allocate the risks between the parties under this Terms of Service. This allocation is an essential element of the basis of the bargain between you and us. Each of these provisions is severable and independent of all other provisions of this Terms of Service. The limitations in this section will apply even if any limited remedy fails of its essential purpose.

 

17. Indemnification

To the fullest extent permitted by law, you are responsible for your use of the Websites and Services, and you shall defend, indemnify, and hold harmless us and our employees, officers, directors, agents, contractors, and representatives from all liabilities, claims, and expenses, including reasonable attorneys’ fees and costs, that arise from or relate to your Services Content, User Content, your End Users, or your access to or use of the Websites and Services, including your breach of this Terms of Service or applicable law, wilful misconduct, negligence, illegal activity, breach of security or data, unauthorized access to or use of your Account, or infringement of a third party’s right, including any intellectual property, confidentiality, property, or privacy right. We reserve the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, without limiting your indemnification obligations with respect to that matter, in which event you will make best efforts to assist and cooperate with us in defending the matter at your expense.

 

18. Termination

18.1 While we prefer to give advance notice of termination, we reserve the right, in our sole discretion, to terminate your access to all or any part of the Websites and/or Services at any time, with or without notice, effective immediately. Any such termination may result in the immediate forfeiture and destruction of data associated with your Account. Except as otherwise set forth herein or expressly agreed between the parties, any and all fees paid to us are non-refundable and any and all fees still owed to us at the time of such termination shall be immediately due and payable. Upon termination, any and all rights granted to you by this Terms of Service will immediately be terminated, and you must also promptly discontinue all use of the Websites and/or Services. All provisions of this Terms of Service which by their nature should reasonably be expected to survive termination shall survive termination, including Sections 7.1-7.4, 8, 9, 12, 14, 15, 16, 17, 18, 19, and 20.

18.2 For Users based in Korea, in the event of termination: a. We will provide at least 30 days’ prior notice for termination of paid services, except in cases of user breach, emergency, or legal requirements; b. You will be entitled to a pro-rated refund for any prepaid fees covering the period after termination; c. We will provide a reasonable opportunity for you to retrieve your Services Content before it is deleted, subject to technical and security constraints.

 

19. Dispute Resolution and Arbitration

19.1 In the interest of resolving disputes between you and XR Cloud in the most expedient and cost-effective manner, and except as described in Section 19.2 and 19.3, you and XR Cloud agree that every dispute arising in connection with this Terms of Service will be resolved by binding arbitration. Arbitration is less formal than a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, may allow for more limited discovery than in court, and can be subject to limited review by courts. Arbitrators can award the same damages and relief that a court can award. This agreement to arbitrate disputes includes all claims arising out of or relating to any aspect of this Terms of Service, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and regardless of whether a claim arises during or after the termination of this Terms of Service, if applicable. You understand and agree that, by entering into this Terms of Service, you and XR Cloud are each waiving the right to a trial by jury or to participate in a class action.

19.2 Despite the other provisions of Section 19, nothing in this Terms of Service will waive, preclude, or otherwise limit the right of either party to bring an individual action in small claims court.

19.3 For Users based in Korea: a. Before initiating arbitration, you may first attempt to resolve any dispute through the Korea Consumer Protection Board or other consumer protection mechanisms available under Korean law; b. You retain all rights under Korean law to pursue remedies through Korean courts for claims related to consumer protection, personal data protection, or other matters where Korean law provides mandatory jurisdiction; c. For disputes primarily related to consumer transactions in Korea, you may choose to have the dispute resolved under Korean law in Korean courts.

19.4 Any arbitration between you and XR Cloud will be referred to and finally resolved by arbitration in Singapore in accordance with the Arbitration Rules of the Singapore International Arbitration Centre (“SIAC Rules”) for the time being in force, which rules are deemed to be incorporated by reference in this clause. The arbitration shall be conducted in English. For Users based in Korea who cannot meaningfully participate in English-language proceedings, arrangements for translation services shall be made available at the reasonable expense of XR Cloud.

19.5 You and XR Cloud agree that each may bring claims against the other only in an individual capacity and not as a plaintiff or class member in any purported class or representative proceeding. Further, unless both you and XR Cloud agree otherwise, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of a representative or class proceeding.

19.6 If any portion of this Section 19 is found to be unenforceable, then that portion will be null and void and the remainder of this Section 19 will reasonably remain in effect. In such event, if Section 19 cannot reasonably remain in effect as a whole, you and XR Cloud agree that the exclusive jurisdiction and venue described in Section 5 will govern any action arising out of or related to this Terms of Service.

 

20. Miscellaneous

20.1 Updates and Modifications. XR Cloud reserves the right to update, change or otherwise modify this Terms of Service on a going-forward basis at any time and in XR Cloud’s sole discretion. If XR Cloud updates this Terms of Service, XR Cloud may provide notice of such updates, such as by sending an email notification to the email address listed in your Account, and/or updating the “Last Updated” date on these Terms of Service. Updates will be effective on the date specified in the notice. By continuing to access or use the Websites or Services after the date specified in the notice or updated Terms of Service, you are agreeing to accept and be bound by the updated Terms of Service and all of the terms incorporated therein. If you do not agree to the updated Terms of Service, then you may not continue to use the Websites or Services, and your sole and exclusive remedy is to deactivate your Account and otherwise discontinue use of the Websites and/or Services. For Users based in Korea, we will provide at least 30 days’ advance notice of any material changes to these Terms of Service.

20.2 General. This Terms of Service, including all documents expressly incorporated by reference herein, constitutes the entire agreement between the parties and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. No provision of any purchase order, agreement, or business form employed by a User, including any electronic invoicing portals and vendor registration processes, will supersede the terms and conditions of this Terms of Service, and any such document relating to this Terms of Service shall be for administrative purposes only and shall have no legal effect. Use of section headers in this Terms of Service is for convenience only and will not have any impact on the interpretation of any provision. Any use of the singular shall be reasonably construed as if it also includes the plural, and vice versa. If not already specified, any use of “including” or “such as” shall be construed to mean “including but not limited to.” If any part of this Terms of Service is held to be invalid or unenforceable, the unenforceable part will be given effect to the greatest extent possible, and the remaining parts will remain in full force and effect. The failure to require performance of any provision will not affect our right to require performance at any other time after that, nor will a waiver by us of any breach or default of this Terms of Service, or any provision of this Terms of Service, be a waiver of any subsequent breach or default or a waiver of the provision itself.

20.3 Assignment. You may not assign, transfer or delegate this Terms of Service or any of your rights and obligations under the Terms of Service, in whole or in part, by operation of law or otherwise, without our prior written consent. We may assign, transfer or delegate this Terms of Service or our rights and obligations under this Terms of Service without notice or consent. Subject to this section, this Terms of Service will be binding upon and inure to the benefit of the parties and their respective permitted successors and assigns, and any assignment or transfer in violation of this section will be void.

20.4 Notice. You must send notices by certified mail (signature required and return receipt requested) to: XR Cloud, 39, Saimdang-ro, Seocho-gu, Seoul, Republic of Korea. You agree to receive electronic notices from us, which will be sent by email to the email address then associated with your Account. Notices are effective on the date on the return receipt or, for email, when sent. You are responsible for ensuring that the email address associated with your Account is accurate and current. Any email notice that we send to that email address will be effective when sent, whether or not you actually receive the email.

20.5 Consent to Electronic Communications. By using the Websites and/or Services, you consent to receiving certain electronic communications from us. You agree that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including that those communications be in writing.

20.6 Relationship of the Parties. The parties are independent contractors. This Terms of Service does not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the parties. Neither party, nor any of their respective affiliates, is an agent of the other for any purpose or has the authority to bind the other.

20.7 Force Majeure. XR Cloud shall not be liable for non-performance of the terms herein to the extent that XR Cloud is prevented from performing as a result of any act or event which occurs and is beyond XR Cloud’s reasonable control, including, without limitation, acts of God, war, unrest or riot, strikes, any action of a governmental entity, weather, quarantine, fire, flood, earthquake, explosion, utility or telecommunications outages, Internet disturbance, epidemic, pandemic or any unforeseen change in circumstances, or any other causes beyond our reasonable control.

20.8 Local Representatives. For Users based in Korea, inquiries, complaints, and dispute resolution requests may be directed to our designated local representative at:

XR Cloud Korea Representative 39, Saimdang-ro, Seocho-gu Seoul, Republic of Korea Email: [email protected] Phone: +82-2-555-1234

20.9 No Third-Party Beneficiaries. These Terms of Service do not create any third-party beneficiary rights in any individual or entity that is not a party to this Terms of Service.

20.10 Language. This Terms of Service is provided in English and Korean. The English version is controlling unless you are a consumer based in Korea primarily using our Services in Korean, in which case the Korean version shall prevail to the extent required by Korean law.