Effective date: June 24, 2026 Version: 2026-06-24
This End User License Agreement ("Agreement") is a binding contract between you, and the organization you represent ("you" or "Customer"), and xAct Labs, Inc., a Delaware corporation ("xAct," "we," "us," or "our"), governing your access to and use of the xAct.ai web application, APIs, and related services (collectively, the "Service").
By clicking "Agree," creating an account, or otherwise accessing or using the Service, you acknowledge that you have read, understood, and agree to be bound by this Agreement and by our Privacy Policy, which is incorporated by reference. If you do not agree, do not access or use the Service. If you are entering into this Agreement on behalf of an organization, you represent that you have authority to bind that organization, and "you" refers to that organization.
The Service guides multi-stakeholder teams through structured dialogue with role-specific AI agents to produce a Product Requirements Document ("PRD"), a task list, and, at your direction, a seeded source-code repository on a version-control account you connect. The Service is a planning and authoring aid; it does not build, deploy, operate, or warrant any resulting product.
Subject to your continuous compliance with this Agreement, xAct grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Service for your internal business purposes during the term. We reserve all rights not expressly granted.
You must be at least 18 years old and capable of forming a binding contract. You are responsible for the accuracy of your registration information, for all activity under your account, and for safeguarding your credentials and any federated identity (e.g., Google or GitHub) you use to sign in. Notify us promptly of any unauthorized use.
"Customer Content" means the inputs you and your collaborators provide — statements of intent, dialogue answers, uploaded documents, project metadata — and the PRDs, task lists, and other artifacts the Service generates from them.
As between you and xAct, you own your Customer Content. You grant xAct a worldwide, non-exclusive license to host, copy, process, transmit, and display Customer Content solely to operate, secure, support, and improve the Service and to provide it to you and the collaborators you authorize. You represent that you have all rights necessary to provide your Customer Content and that it does not violate law or third-party rights. Do not submit content you are not authorized to share, or that you are contractually or legally obligated to keep confidential from the collaborators and processors involved in delivering the Service.
The Service uses large language models and other automated systems to generate questions, suggestions, summaries, PRDs, task lists, and code scaffolding ("Output"). Output may be inaccurate, incomplete, outdated, biased, or otherwise unsuitable, and may not reflect your actual requirements. Output is provided for your review and judgment. You are solely responsible for reviewing, validating, and deciding whether and how to rely on any Output, including any generated code, security or compliance statements, market or competitive claims, and any repository the Service creates on your connected account. xAct does not guarantee that Output is original, non-infringing, or fit for any particular purpose, and Output is not legal, financial, security, or professional advice.
The Service is collaborative. Content within a project is visible to the project owner and to collaborators invited to that project, and may be visible to administrators of your organization's workspace. The baton, role assignments, dialogue history, and generated artifacts are shared with the relevant participants. You are responsible for whom you invite and for the content you expose to them. Do not invite individuals who should not see a project's content.
You will not, and will not permit anyone to: (a) use the Service unlawfully or to infringe or misappropriate any rights; (b) upload malware or content that is unlawful, harmful, or violates third-party rights; (c) attempt to gain unauthorized access to the Service, other users' data, or underlying systems; (d) probe, scan, or test the vulnerability of the Service except as expressly authorized in writing; (e) reverse engineer, decompile, or attempt to derive source code, except to the extent this restriction is prohibited by law; (f) circumvent usage limits, rate limits, or access controls; (g) resell, sublicense, or provide the Service to third parties as a service bureau; or (h) use the Service to build a competing product or to train a competing model.
The Service runs on and integrates with third-party platforms, including Amazon Web Services (hosting, identity, and the Amazon Bedrock model platform, through which models from Anthropic, Amazon, Meta, and others are accessed), and, where you choose to connect them, GitHub, Google, Microsoft Teams, Slack, and web-search providers. Your use of those platforms is governed by their own terms and policies. When you connect an external account, you authorize the Service to act with the scope you grant; you may disconnect at any time. xAct is not responsible for third-party services and disclaims liability for their acts or omissions.
The Service, including its software, models orchestration, agent designs, prompts, user interface, and documentation, and all related intellectual property, are and remain the exclusive property of xAct and its licensors. Customer Content is excluded. If you provide feedback or suggestions, you grant xAct a perpetual, irrevocable, royalty-free license to use them without restriction or obligation to you.
Each party may receive non-public information of the other. The receiving party will use the disclosing party's confidential information only to perform under this Agreement and will protect it with reasonable care. xAct will treat your Customer Content as confidential, subject to the access and processing described in this Agreement and the Privacy Policy.
The Service is offered on a pre-release alpha or beta basis. It is provided "as is," may be incomplete, may contain errors, may change or be discontinued at any time without notice, and is offered without any service-level commitment, uptime guarantee, or assurance that data will be preserved. Maintain your own copies of anything important to you (the Service offers export of dialogue and artifacts for this purpose). You should not rely on the Service for production-critical decisions during the pre-release period.
The Service may be offered at no charge during the alpha/beta period. xAct may introduce fees for future use with notice; continued use after a fee takes effect constitutes acceptance of it.
This Agreement applies while you access or use the Service. You may stop using the Service and delete your account at any time. We may suspend or terminate your access at any time, with or without cause, including for breach of this Agreement or to protect the Service or other users. On termination, your license ends and you must stop using the Service; Sections 4–5, 7, 9–10, and 14–18 survive. We may delete Customer Content following termination consistent with the Privacy Policy and our retention practices.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICE AND ALL OUTPUT ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. xAct DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, SECURE, OR ERROR-FREE, OR THAT OUTPUT WILL BE ACCURATE OR RELIABLE.
TO THE MAXIMUM EXTENT PERMITTED BY LAW: (a) xAct WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUES, DATA, GOODWILL, OR BUSINESS INTERRUPTION, ARISING OUT OF OR RELATED TO THE SERVICE OR THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY; AND (b) xAct'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THE SERVICE OR THIS AGREEMENT WILL NOT EXCEED THE GREATER OF (i) THE AMOUNTS YOU PAID TO xAct FOR THE SERVICE IN THE TWELVE MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM, OR (ii) ONE HUNDRED U.S. DOLLARS (US$100). THESE LIMITATIONS APPLY REGARDLESS OF THE THEORY OF LIABILITY AND ARE A FUNDAMENTAL BASIS OF THE BARGAIN.
You will defend, indemnify, and hold harmless xAct and its officers, directors, employees, and agents from and against any third-party claims, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to your Customer Content, your use of the Service, your violation of this Agreement, or your violation of any law or third-party right.
This Agreement is governed by the laws of the State of Delaware, without regard to its conflict-of-laws rules. The exclusive venue for any dispute not subject to arbitration or small-claims will be the state and federal courts located in Delaware, and the parties consent to personal jurisdiction there. You and xAct each waive any right to a jury trial and to participate in a class or representative action to the extent permitted by law.
We may modify this Agreement. When we do, we will update the version and effective date above and prompt you to review and accept the updated terms before you continue using the Service. Your acceptance is recorded. If you do not accept an update, you must stop using the Service.
This Agreement, together with the Privacy Policy, is the entire agreement between you and xAct regarding the Service and supersedes prior understandings. If any provision is held unenforceable, the remaining provisions remain in effect. Our failure to enforce a provision is not a waiver. You may not assign this Agreement without our consent; we may assign it in connection with a merger, acquisition, or sale of assets.
Questions about this Agreement: xAct Labs, Inc., legal@xact.ai.