Terms of Service

1. Introduction

These Terms of Service ("Terms") govern access to and use of INXA Partnership, an AI-powered business relationship and partnership management environment operated by QIAO LAB LLC ("INXA", "we", "us", or "our").

INXA Partnership provides tools designed to help businesses and authorized representatives establish trusted business relationships, use AI Agents, prepare and negotiate partnership proposals, manage agreements, coordinate execution and maintain related records.

By accessing or using INXA Partnership, you agree to these Terms.

If you do not agree with these Terms, you must not use the Service.

2. The INXA Service

INXA Partnership is designed to support the lifecycle of a business relationship.

Depending on the functionality available, the Service may include:

INXA may introduce, modify, suspend or discontinue features from time to time.

3. Eligibility

INXA Partnership is intended primarily for professional and business use.

By using the Service, you represent that:

• you are legally capable of entering into these Terms;
• the information you provide is accurate and current;
• where you act on behalf of a company or organization, you have the authority to do so;
• you will comply with applicable laws and regulations;
• you will not use the Service for unlawful or fraudulent purposes.

If you are using INXA on behalf of an organization, you represent that you have authority to bind that organization to these Terms.

4. Business Accounts and Access

Certain INXA functionality may require an authenticated account, verified business identity, VCard, XCircle Token or another access credential.

You are responsible for:

• maintaining the confidentiality of your credentials;
• preventing unauthorized access;
• providing accurate information;
• notifying INXA of suspected unauthorized use;
• ensuring that individuals acting through your account are authorized.

5. Verified Identity

Certain functionality may require identity or business verification.

Verification may involve information provided directly by you or information obtained through authorized third-party verification services.

Verification means that specified information has been processed through the applicable verification process. It does not constitute: a guarantee of a company's solvency; a guarantee of performance; a guarantee that a counterparty is suitable for a particular transaction; a guarantee that a proposed agreement is commercially advantageous; or legal advice.

Users remain responsible for performing any additional due diligence appropriate to their business relationship.

6. Shartify Trust Information

INXA may display or use trust-related information provided through Shartify or associated services. Trust information may assist participants in evaluating potential counterparties.

A Trust Rank is not: a guarantee of future performance; a financial rating; insurance; legal certification of a contract; a guarantee against fraud; or a substitute for professional due diligence.

Trust information should be considered together with other relevant business information.

INXA may update, suspend or remove trust-related information where required by the applicable trust framework or service rules.

7. AI+ Agents

INXA may provide AI+ Agents capable of processing instructions, documents, business objectives and partnership information. Depending on the functionality enabled, an Agent may: generate text; structure proposals; analyze information; draft agreements; identify relevant terms; generate counter-proposals; negotiate within defined parameters; prepare workflow actions; monitor defined conditions; and request human approval.

AI-generated outputs are provided as part of an assisted business workflow.

8. Delegated Business Authority

INXA allows participating businesses to define rules governing the actions an AI Agent may perform on their behalf. These rules may include: negotiation limits; financial thresholds; permitted commercial terms; prohibited changes; approval requirements; escalation conditions; and authorized actions.

An Agent is expected to operate within the authority made available to it through the relevant configuration. However, users remain responsible for ensuring that the authority rules they configure are accurate and appropriate.

INXA does not guarantee that an AI system will always interpret or execute instructions perfectly. Where a transaction or decision is consequential, users should maintain appropriate human oversight.

9. Agent-to-Agent Interaction

INXA may enable AI Agents representing different participants to exchange information, proposals and counter-proposals.

Agent-to-Agent communication does not itself constitute a binding contract.

A legally binding agreement arises only when the applicable requirements for formation, authorization, acceptance and execution have been satisfied.

Users are responsible for determining: who has authority to bind their organization; which terms require human approval; which agreements require additional legal review; and whether the final agreement complies with applicable law.

10. Negotiation

INXA may facilitate automated or semi-automated negotiation. Negotiation outputs may include: proposed terms; alternative terms; counter-proposals; suggested amendments; summaries; and risk or exception indicators.

Negotiation is conducted according to information and authority made available to the relevant Agent.

INXA does not guarantee: that a negotiation will produce the best commercial result; that a counterparty will accept a proposal; that AI-generated terms are commercially optimal; or that all relevant legal or commercial risks will be identified.

11. Human Approval

INXA may require human approval before certain actions are completed. Users are responsible for reviewing information presented for approval.

By approving an action, the authorized user is responsible for the decision to the extent provided by applicable law and the relevant contractual relationship.

INXA does not assume responsibility for a user's commercial decision merely because the decision was facilitated by the Service.

12. Agreements

INXA may assist users in preparing and managing agreements. INXA does not act as a law firm unless expressly stated otherwise.

AI-generated or platform-generated agreements are not a substitute for advice from qualified legal counsel.

Users are responsible for determining whether an agreement is appropriate for their transaction, business, jurisdiction, regulatory environment, and counterparties. Where required, users should obtain independent legal advice before signing.

13. Electronic Signatures

Where electronic-signature functionality is available, INXA may facilitate electronic execution directly or through third-party providers.

The legal effect of an electronic signature depends on the applicable law, the signature method, the identity of the signer, the transaction and other relevant circumstances.

INXA does not guarantee that every signature method will have identical legal effect in every jurisdiction. Users are responsible for ensuring that the selected signing process is appropriate for their transaction.

14. Cryptographic Records and Audit Trails

INXA may create cryptographic records relating to documents, versions, events and workflow activity. These records may be used to support integrity verification, version traceability, event chronology, auditability, and detection of unauthorized modification.

Cryptographic records are intended to provide technical evidence of the integrity and history of relevant information. They do not independently determine the legal validity or enforceability of an agreement.

15. Partnership Performance

Where supported, INXA may allow participants to define and monitor: milestones, deadlines, deliverables, performance indicators, payment conditions, renewal conditions, and amendment requirements.

Monitoring functionality is intended to support business management. It does not guarantee that a counterparty will perform its obligations. Users remain responsible for enforcing their contractual rights and obligations.

16. Amendments and Renegotiation

INXA may allow Agents or authorized users to propose amendments to an existing partnership.

A proposed amendment does not modify an existing agreement until it has been appropriately accepted and executed.

The existence of a proposed amendment does not suspend the obligations under an existing agreement unless the parties expressly agree otherwise.

17. User Content

You may provide information, documents, instructions, proposals, messages and other materials to the Service ("User Content"). You retain ownership of User Content to the extent provided by applicable law.

You grant INXA the limited rights necessary to host, process, transmit, reproduce and otherwise use User Content to provide and secure the Service.

Where necessary to operate a partnership, User Content may be made available to authorized counterparties or their authorized systems according to the workflow established by the relevant participants.

You are responsible for ensuring that you have the necessary rights and permissions to provide User Content to INXA.

18. Confidential Information

Users should exercise appropriate care when submitting confidential business information. INXA may process confidential information in order to provide the Service.

However, users should not submit information where doing so would violate: confidentiality obligations, trade-secret restrictions, regulatory requirements, contractual restrictions, or third-party rights.

Where a partnership requires a separate confidentiality agreement or NDA, participants should establish that agreement independently or through the appropriate INXA workflow where available.

19. Prohibited Use

You may not use INXA to:

• violate applicable law;
• commit fraud;
• impersonate another person or business;
• misrepresent authority;
• manipulate trust or verification information;
• circumvent access controls;
• interfere with the Service;
• introduce malicious code;
• attempt unauthorized access;
• use another person's credentials;
• conduct unlawful surveillance;
• generate fraudulent agreements or records;
• intentionally deceive counterparties;
• use AI Agents to make unauthorized commitments;
• exploit the Service for purposes unrelated to its intended business functionality.

INXA may suspend access where it reasonably believes that prohibited activity has occurred.

20. AI Safety and Responsible Use

Users must not rely on INXA AI Agents as the sole basis for decisions involving significant legal, financial, regulatory, employment, safety or other consequential matters without appropriate human review.

AI systems may: misunderstand instructions, produce incomplete information, produce inaccurate information, misunderstand context, or generate inconsistent outputs.

Users remain responsible for validating consequential outputs.

21. Third-Party Services

INXA may rely on third-party services and integrations, including hosting providers, cloud infrastructure, AI providers, identity and verification providers, electronic-signature providers, payment providers, analytics services, and security providers.

Third-party services may be governed by separate terms. INXA is not responsible for third-party services outside its reasonable control.

22. Intellectual Property

The INXA Service, including its software, interfaces, design, branding, documentation, workflows and underlying technology, is owned by or licensed to INXA and is protected by applicable intellectual-property laws.

Except as expressly permitted by these Terms, you may not: copy, modify, distribute, reverse engineer, reproduce, resell, sublicense, or commercially exploit the Service or any substantial part of it.

Nothing in these Terms transfers ownership of INXA intellectual property to a user.

23. Feedback

If you provide suggestions, ideas or feedback concerning INXA, you grant INXA permission to use that feedback to improve the Service without obligation to you, provided that such use does not disclose your confidential information.

24. Availability

INXA seeks to provide a reliable service but does not guarantee uninterrupted availability. The Service may occasionally be unavailable because of: maintenance, upgrades, security measures, infrastructure failures, third-party failures, network problems, or events beyond reasonable control.

INXA may modify or discontinue features where reasonably necessary.

25. No Guarantee of Business Outcome

INXA provides infrastructure and tools. It does not guarantee: that you will find a suitable partner; that a partnership will be concluded; that a counterparty will perform; that a transaction will be profitable; that an agreement will achieve a particular commercial result; or that an AI Agent will achieve a desired negotiation outcome.

Business decisions remain the responsibility of the participating parties.

26. Disclaimers

To the maximum extent permitted by applicable law, INXA provides the Service on an "as is" and "as available" basis.

INXA does not warrant that: the Service will always be error-free; AI outputs will always be accurate; generated documents will always be legally appropriate; every verification will detect every fraudulent activity; every trust signal will predict future behavior; every cryptographic record will independently establish legal validity; or that the Service will satisfy every regulatory requirement in every jurisdiction.

Users should obtain professional legal, financial, tax or other advice where appropriate.

27. Limitation of Liability

To the maximum extent permitted by applicable law, INXA will not be liable for indirect, incidental, special, consequential or punitive damages, or for loss of profits, revenues, business opportunities, goodwill or data arising from use of the Service.

Nothing in these Terms excludes or limits liability that cannot legally be excluded or limited.

Different liability provisions may apply where separately agreed in writing.

28. Indemnification

To the extent permitted by applicable law, you agree to defend, indemnify and hold harmless INXA and its affiliates, officers, employees and service providers from claims, liabilities, damages, losses and expenses arising from: your unlawful use of the Service; your violation of these Terms; your User Content; your unauthorized representation of another person or organization; your violation of third-party rights; your misuse of an AI Agent; or your failure to maintain appropriate authority or authorization.

29. Suspension and Termination

INXA may suspend or terminate access where: these Terms are violated; the Service is used unlawfully; fraudulent activity is suspected; security is threatened; access credentials are compromised; required verification cannot be maintained; or continued access creates material risk to INXA or other participants.

Users may discontinue use of the Service at any time, subject to obligations that survive termination.

30. Effect of Termination

Termination of access does not automatically terminate agreements previously entered into between participants. Existing contractual obligations remain governed by the agreements between the relevant parties.

Certain information may remain retained where necessary for: legal compliance, dispute resolution, fraud prevention, security, accounting, audit, contractual obligations, and integrity of historical records.

31. Changes to the Service

INXA may modify the Service to introduce new functionality, improve security, comply with legal requirements, improve performance, change infrastructure, or discontinue obsolete functionality. Where required by applicable law, material changes will be communicated appropriately.

32. Changes to These Terms

INXA may update these Terms from time to time. The updated version will include a revised "Last updated" date.

Where changes are material and applicable law requires notice or consent, INXA will provide appropriate notice. Continued use of the Service after the effective date of updated Terms constitutes acceptance where legally permitted.

33. Governing Law and Dispute Resolution

These Terms shall be governed by the laws of the State of Delaware, United States, without regard to conflict-of-law principles, unless mandatory applicable law provides otherwise.

Any dispute arising from these Terms shall be subject to the jurisdiction of arbitration administered by the American Arbitration Association (AAA) in Wilmington, Delaware, United States, except where applicable law provides otherwise.

Where INXA enters into a separate commercial agreement with an enterprise customer, that agreement may contain different governing-law and dispute-resolution provisions.

34. Severability

If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions will remain in effect to the extent permitted by law. The invalid provision will be interpreted or replaced to the extent necessary to achieve its intended purpose while remaining legally valid.

35. Entire Agreement

These Terms, together with any applicable additional terms, privacy policy, commercial agreements and service-specific terms, constitute the agreement governing use of the Service.

Where a separately negotiated written agreement conflicts with these Terms, the specific written agreement will control to the extent expressly provided.

36. Contact

For questions concerning these Terms or the INXA Partnership Service: