Terms of Service

Last updated: January 2025

1. Agreement to Terms

These Terms of Service ("Terms") constitute a legally binding agreement between you ("User" or "you") and xR2 ("Company," "we," "our," or "us") governing your access to and use of the xr2.uk website and all related services, applications, and APIs (collectively, the "Services").

By accessing or using the Services, you acknowledge that you have read, understood, and agree to be bound by these Terms. If you do not agree to these Terms, you must not access or use the Services.

These Terms should be read together with our Privacy Policy and Cookie Policy, which are incorporated herein by reference.

2. Description of Services

xR2 provides a prompt management and optimization platform that enables users to:

- Create, edit, and manage AI prompts

- Implement version control for prompt iterations

- Conduct A/B testing to compare prompt performance

- Access analytics and performance metrics

- Integrate with third-party services via API

- Collaborate with team members within workspaces

We reserve the right to modify, suspend, or discontinue any aspect of the Services at any time, with or without notice. We shall not be liable to you or any third party for any modification, suspension, or discontinuation of the Services.

3. Eligibility and Account Registration

Eligibility

To use the Services, you must be at least 16 years of age (or the age of majority in your jurisdiction, if higher). By using the Services, you represent and warrant that you meet these eligibility requirements.

Account Registration

To access certain features of the Services, you must create an account. When registering, you agree to:

- Provide accurate, current, and complete information

- Maintain and promptly update your account information

- Maintain the confidentiality of your login credentials

- Accept responsibility for all activities that occur under your account

- Notify us immediately of any unauthorized access to your account

Account Security

You are solely responsible for maintaining the security of your account credentials. We are not liable for any loss or damage arising from your failure to protect your account information.

4. Acceptable Use

You agree to use the Services only for lawful purposes and in accordance with these Terms. You shall not:

Prohibited Conduct

- Violate any applicable laws, regulations, or third-party rights

- Use the Services to generate, store, or transmit content that is illegal, harmful, threatening, abusive, harassing, defamatory, or otherwise objectionable

- Attempt to gain unauthorized access to the Services, other accounts, computer systems, or networks

- Interfere with or disrupt the integrity or performance of the Services

- Upload or transmit viruses, malware, or other malicious code

- Use automated systems, bots, or scrapers to access the Services without our express written permission

- Reverse engineer, decompile, or disassemble any aspect of the Services

- Circumvent, disable, or otherwise interfere with security-related features

- Impersonate any person or entity or misrepresent your affiliation

API Usage

If you access the Services via API, you must comply with any applicable rate limits, usage guidelines, and documentation. Unauthorized use of the API may result in immediate suspension of access.

5. User Content

Ownership

You retain all ownership rights in the content you create, upload, or submit through the Services ("User Content"), including prompts, configurations, and workspace data.

License Grant

By submitting User Content to the Services, you grant us a worldwide, non-exclusive, royalty-free license to host, store, reproduce, and display such content solely for the purpose of providing and improving the Services. This license terminates when you delete your User Content or account, except where retention is required by law.

Your Responsibilities

You are solely responsible for your User Content and represent that:

- You own or have the necessary rights to use and authorize use of your User Content

- Your User Content does not infringe any third-party intellectual property or other rights

- Your User Content complies with these Terms and all applicable laws

6. Intellectual Property

Our Intellectual Property

The Services, including all software, text, graphics, logos, icons, images, and other content provided by us (excluding User Content), are owned by or licensed to xR2 and are protected by copyright, trademark, and other intellectual property laws. You may not copy, modify, distribute, sell, or lease any part of our Services without our prior written consent.

Limited License

Subject to your compliance with these Terms, we grant you a limited, non-exclusive, non-transferable, revocable license to access and use the Services for your internal business purposes.

Feedback

If you provide us with suggestions, ideas, or other feedback regarding the Services ("Feedback"), you grant us a perpetual, irrevocable, royalty-free license to use, modify, and incorporate such Feedback into the Services without any obligation to you.

7. Fees and Payment

Subscription Plans

Certain features of the Services may require payment of fees. Fee schedules and payment terms are displayed on our website and may be updated from time to time.

Payment Terms

All fees are due in advance and are payable in the currency specified at the time of purchase. You authorize us to charge your designated payment method for all applicable fees.

Taxes

Fees are exclusive of all applicable taxes, levies, or duties. You are responsible for paying all such taxes, except for taxes based on our income.

Changes to Fees

We may modify our fees upon reasonable notice. Fee changes will not apply to the current billing period but will take effect at the next renewal.

8. Disclaimer of Warranties

THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

We do not warrant that:

- The Services will meet your specific requirements

- The Services will be uninterrupted, timely, secure, or error-free

- The results obtained from the Services will be accurate or reliable

- Any errors in the Services will be corrected

AI-Generated Content

Content generated through the Services using AI models may contain errors, inaccuracies, or inappropriate material. You acknowledge that you are solely responsible for reviewing and validating all AI-generated outputs before any use, and we expressly disclaim any liability for such content.

9. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW:

Exclusion of Damages

IN NO EVENT SHALL XR2, ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, DATA, BUSINESS OPPORTUNITIES, OR GOODWILL, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR THE SERVICES, REGARDLESS OF THE THEORY OF LIABILITY.

Liability Cap

OUR TOTAL AGGREGATE LIABILITY FOR ANY CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES SHALL NOT EXCEED THE AMOUNTS PAID BY YOU TO US DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM, OR ONE HUNDRED US DOLLARS (USD 100), WHICHEVER IS GREATER.

Essential Purpose

THE LIMITATIONS IN THIS SECTION APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

Some jurisdictions do not allow the exclusion or limitation of certain damages. In such jurisdictions, our liability shall be limited to the maximum extent permitted by law.

10. Indemnification

You agree to indemnify, defend, and hold harmless xR2 and its affiliates, officers, directors, employees, and agents from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable legal fees) arising out of or relating to:

- Your access to or use of the Services

- Your User Content

- Your violation of these Terms

- Your violation of any third-party rights

- Your violation of any applicable laws or regulations

We reserve the right, at our own expense, to assume the exclusive defense and control of any matter subject to indemnification by you.

11. Term and Termination

Term

These Terms commence when you first access the Services and continue until terminated.

Termination by You

You may terminate your account at any time by using the account deletion feature in the Services or by contacting us at hello@xr2.uk.

Termination by Us

We may suspend or terminate your access to the Services immediately, without prior notice or liability, if:

- You breach any provision of these Terms

- We are required to do so by law

- We discontinue the Services

Effect of Termination

Upon termination:

- Your right to access and use the Services ceases immediately

- We may delete your account and User Content after a reasonable period (typically 30 days)

- Provisions of these Terms that by their nature should survive termination shall survive, including intellectual property, disclaimers, limitations of liability, and indemnification

12. Governing Law and Dispute Resolution

Governing Law

These Terms shall be governed by and construed in accordance with:

- For users in the European Union: the laws of your country of residence, subject to applicable EU regulations

- For users in the United Kingdom: the laws of England and Wales

- For users in the Russian Federation: the laws of the Russian Federation

- For all other users: the laws of England and Wales

Informal Resolution

Before initiating any formal dispute proceedings, you agree to contact us at hello@xr2.uk to attempt to resolve the dispute informally. We will endeavor to respond within thirty (30) days.

Jurisdiction

Any legal action or proceeding arising out of these Terms shall be brought exclusively in the courts of the applicable jurisdiction as determined above, and you consent to the personal jurisdiction of such courts.

EU Consumers

If you are a consumer in the European Union, you may also be entitled to bring proceedings in the courts of your country of residence and may submit disputes to the European Commission's Online Dispute Resolution platform at https://ec.europa.eu/consumers/odr.

13. Changes to Terms

We reserve the right to modify these Terms at any time. When we make material changes:

- We will update the "Last updated" date at the top of these Terms

- We will notify you by email or through the Services prior to the changes taking effect

- For users in the EU/UK, we will provide at least thirty (30) days' notice before material changes take effect

Your continued use of the Services after the effective date of any changes constitutes your acceptance of the modified Terms. If you do not agree to the modified Terms, you must stop using the Services.

14. General Provisions

Entire Agreement

These Terms, together with the Privacy Policy and Cookie Policy, constitute the entire agreement between you and xR2 regarding the Services and supersede all prior agreements and understandings.

Severability

If any provision of these Terms is held to be invalid or unenforceable, such provision shall be modified to the minimum extent necessary, and the remaining provisions shall continue in full force and effect.

Waiver

Our failure to enforce any right or provision of these Terms shall not constitute a waiver of such right or provision.

Assignment

You may not assign or transfer your rights or obligations under these Terms without our prior written consent. We may assign our rights and obligations without restriction.

Force Majeure

We shall not be liable for any failure or delay in performance due to circumstances beyond our reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, labor disputes, or infrastructure failures.

No Third-Party Beneficiaries

These Terms do not confer any rights on any third party.

15. Contact Information

If you have questions about these Terms of Service, please contact us:

Email: hello@xr2.uk

Website: https://xr2.uk