Terms of Service

These Terms of Service (the “Terms”) form a binding agreement between AgentaFlow, LLC (“AgentaFlow”, “we”, “us”) and the individual or entity accessing the WhiteBox XAI website at whiteboxxai.com and the WhiteBox XAI platform (together, the “Service”). By creating an account, accessing the Service, or clicking to accept these Terms, you agree to be bound by them. If you are accepting on behalf of an organization, you represent that you are authorized to bind that organization, and “you” refers to that organization.

If you do not agree to these Terms, do not access or use the Service.

A separate written agreement signed by both parties (for example, an enterprise order form or master subscription agreement) takes precedence over these Terms to the extent of any conflict.

“Customer Data” means any data, models, model metadata, predictions, datasets, prompts, completions, configuration, and other content you or your Authorized Users submit to or generate through the Service.

“Authorized User” means an individual you permit to use the Service under your account, including your employees and contractors.

“Output” means the explanations, metrics, drift and bias analyses, reports, scores, and other results the Service produces from Customer Data.

“Documentation” means the technical and user documentation we make generally available for the Service.

You must be at least 18 years old and capable of forming a binding contract to use the Service. You agree to provide accurate registration information and to keep it current.

You are responsible for safeguarding your credentials and for all activity under your account, including the activity of your Authorized Users. We strongly recommend enabling two-factor authentication. Notify us promptly at the contact address below if you suspect unauthorized access.

We may require verification of your email address before granting access to the Service, and may suspend accounts we reasonably believe to be fraudulent, compromised, or registered with false information.

The Service is offered in tiers, and the features, usage allowances, and limits applicable to you depend on the tier you select. Current tiers include a read-only Demo tier with preloaded sample data, a metered Free tier, and paid Business Cloud plans; legacy plans continue on the terms under which they were purchased.

The Demo tier is provided for evaluation only. It is read-only, contains synthetic data, and must not be used to process real or production data.

The Free tier includes a monthly allowance of API calls. Requests beyond that allowance may be refused until the allowance resets. Business Cloud plans include a larger monthly allowance; usage beyond the included allowance is billed as overage at the rates stated at purchase.

We may change the composition of tiers, allowances, and pricing on a prospective basis. For paid plans, we will give you notice before a change takes effect for your current subscription term, and the change will apply on renewal.

Paid subscriptions are billed in advance on the billing cycle stated at purchase and, unless stated otherwise, renew automatically for successive terms of the same length. You authorize us and our payment processor to charge your designated payment method for all fees, including applicable overage.

You may cancel a renewal at any time before the end of the then-current term; cancellation takes effect at the end of that term. Except where required by law or expressly stated in these Terms, fees already paid are non-refundable and we do not provide credits for partial periods or unused capacity.

Fees are exclusive of taxes. You are responsible for all sales, use, VAT, GST, and similar taxes, excluding taxes based on our net income. If a payment fails or is overdue, we may suspend access to the Service after reasonable notice.

You may use the Service only in compliance with these Terms, the Documentation, and applicable law. You must not: attempt to gain unauthorized access to the Service or its underlying systems; probe, scan, or test the vulnerability of the Service except under a written authorization from us; interfere with or disrupt the integrity or performance of the Service; circumvent usage allowances, rate limits, or access controls; resell, sublicense, or provide the Service as a service bureau to third parties except as expressly permitted; reverse engineer or decompile the Service except to the extent that restriction is unenforceable under applicable law; or use the Service to store or transmit malicious code or unlawful, infringing, or harmful content.

You must not upload Customer Data you lack the rights or lawful basis to process, and you must not use the Service to make decisions that violate anti-discrimination, consumer protection, credit, employment, or other laws applicable to you.

You are responsible for your Authorized Users' compliance with this section.

As between you and AgentaFlow, you retain all right, title, and interest in Customer Data and in the models you submit or connect to the Service. We claim no ownership of them.

You grant us a limited, non-exclusive licence to host, copy, process, transmit, and display Customer Data solely to provide, secure, and support the Service, and to produce Output for you. We do not use your Customer Data to train models offered to other customers.

You are responsible for the accuracy, quality, and legality of Customer Data and for obtaining any consents, notices, or lawful bases required for us to process it on your behalf.

You may export your Customer Data and Output through the Service's export features at any time during your subscription.

The Service, including its software, models, interfaces, design, and Documentation, and all intellectual property rights in them, are and remain the property of AgentaFlow and its licensors. Subject to these Terms and payment of applicable fees, we grant you a non-exclusive, non-transferable, revocable right to access and use the Service during your subscription for your internal business purposes.

No rights are granted other than those expressly stated. All other rights are reserved.

If you send us suggestions, feature requests, or other feedback, you grant us a perpetual, irrevocable, royalty-free licence to use it without restriction or obligation to you.

The Service integrates with third-party products and providers you choose to connect, which may include model and LLM providers, source control and CI systems, cloud storage, notification channels, and payment processing. Your use of a third-party service is governed by that provider's own terms and privacy policy.

We are not responsible for third-party services, and their availability, changes, or discontinuation may affect features that depend on them. You are responsible for any fees, credentials, and compliance obligations associated with the third-party services you connect.

Our handling of personal data is described in our Privacy & Cookie Policy, which is incorporated into these Terms by reference.

Where we process personal data contained in Customer Data on your behalf, we do so as your processor (or service provider) and you act as controller (or business). If a data processing agreement is required for your use of the Service, contact us and we will make our standard DPA available; once executed, it governs that processing and forms part of these Terms.

The Service provides features intended to support governance and compliance programs — including audit trails, model documentation, explainability records, bias and fairness reporting, and data subject request handling — aligned with frameworks such as ISO/IEC 42001, the EU AI Act, the NIST AI Risk Management Framework, the GDPR, and the CCPA. These features are tooling to support your own compliance program. They do not constitute certification, legal advice, or a warranty that you or your AI systems comply with any law, regulation, or standard. Responsibility for your regulatory compliance remains with you.

Each party may receive non-public information of the other that is designated confidential or that a reasonable person would understand to be confidential. The receiving party will use such information only to perform under these Terms, will protect it with at least reasonable care, and will not disclose it except to personnel and advisors bound by comparable obligations.

These obligations do not apply to information that is or becomes public without breach, was already known without a duty of confidence, is independently developed, or is rightfully received from a third party. A party may disclose confidential information where legally compelled, giving reasonable advance notice where lawful.

We aim to keep the Service available and performant, but except where a written service level agreement applies to your plan, the Service is provided without an uptime commitment. Demo and Free tiers are provided without any service level commitment.

We may perform scheduled and emergency maintenance, and may modify, add, or discontinue features. We will not materially degrade the core functionality of a paid subscription during its then-current term without notice, and where we discontinue a material feature you rely on, we will give reasonable advance notice.

Support is provided at the level stated for your plan or in a separate agreement.

Except as expressly stated in these Terms, and to the maximum extent permitted by law, the Service is provided “as is” and “as available”, and we disclaim all warranties, express, implied, or statutory, including implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement. We do not warrant that the Service will be uninterrupted, error-free, or secure against every threat.

The Service provides observability, explainability, and decision-support tooling. Output is probabilistic and derived from the data and models you supply, and may be incomplete or inaccurate. The Service does not make automated decisions on your behalf and is not a substitute for qualified legal, compliance, medical, financial, or other professional judgment. You are responsible for reviewing Output before relying on it and for maintaining appropriate human oversight of your AI systems.

You will defend, indemnify, and hold harmless AgentaFlow and its officers, employees, and agents from third-party claims, damages, liabilities, and reasonable costs (including reasonable legal fees) arising from your Customer Data, your models, your use of the Service in breach of these Terms or applicable law, or decisions you make in reliance on Output.

We will defend you against third-party claims alleging that the Service, as provided by us and used in accordance with these Terms and the Documentation, infringes that third party's intellectual property rights, and will pay damages finally awarded or amounts we agree in settlement. This obligation does not apply to claims arising from Customer Data, your models, modifications not made by us, or use of the Service in combination with items not supplied by us where the claim would have been avoided but for the combination.

Each indemnity is conditioned on the indemnified party giving prompt notice, granting sole control of the defence and settlement, and providing reasonable cooperation.

To the maximum extent permitted by law, neither party will be liable for indirect, incidental, special, consequential, exemplary, or punitive damages, or for lost profits, revenue, goodwill, or data, arising from or relating to these Terms or the Service, even if advised of the possibility.

To the maximum extent permitted by law, each party's total aggregate liability arising from or relating to these Terms will not exceed the greater of (a) the fees you paid or owed to us for the Service in the twelve months immediately preceding the event giving rise to the liability, or (b) one hundred US dollars (US$100). For the Demo and Free tiers, where no fees are paid, our total aggregate liability will not exceed one hundred US dollars (US$100).

These limitations do not apply to your payment obligations, either party's indemnification obligations, your breach of the Acceptable Use section, or to liability that cannot be limited or excluded under applicable law.

These Terms begin when you first accept them or access the Service and continue until your account is closed or your subscription ends.

You may stop using the Service and close your account at any time. We may suspend or terminate your access if you materially breach these Terms and do not cure the breach within thirty days of notice, if your payment is overdue after notice, or immediately where your use poses a security, legal, or operational risk to us or other customers.

On termination, your right to access the Service ends. For thirty days after termination we will make your Customer Data available for export unless prohibited by law; after that period we may delete it in accordance with our retention practices. Sections that by their nature should survive — including Customer Data ownership, our intellectual property, confidentiality, disclaimers, indemnification, limitation of liability, and governing law — survive termination.

We may update these Terms from time to time. For material changes we will provide reasonable advance notice, such as by email to your account address or a notice within the Service, before they take effect. Changes are not retroactive.

Your continued use of the Service after a change takes effect constitutes acceptance of the updated Terms. If you do not agree to a change, your remedy is to stop using the Service and, for paid plans, cancel before the change takes effect for your subscription.

These Terms are governed by the laws of the State of Delaware, United States, without regard to its conflict of laws rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

The parties will first attempt in good faith to resolve any dispute informally by contacting each other. If a dispute is not resolved within thirty days, it will be subject to the exclusive jurisdiction of the state and federal courts located in Delaware, and each party consents to venue there. Either party may seek injunctive relief in any court of competent jurisdiction to protect its intellectual property or confidential information.

These Terms, together with the Privacy & Cookie Policy and any order form or DPA executed by the parties, are the entire agreement between the parties on this subject and supersede prior discussions. If a provision is held unenforceable, it will be limited to the minimum extent necessary and the remainder stays in effect.

Neither party may assign these Terms without the other's consent, except that either party may assign to a successor in connection with a merger, reorganization, or sale of substantially all assets. Neither party is liable for delays caused by events beyond its reasonable control. No waiver is effective unless in writing. There are no third-party beneficiaries. Nothing here creates a partnership, joint venture, or employment relationship.

Questions about these Terms, requests for a data processing agreement, and legal notices should be directed to AgentaFlow, LLC at legal@whiteboxxai.com.