Terms of Service

1. Definitions & Scope

The following definitions apply throughout both the Terms of Service and the Privacy Policy:

“Xenveo”, “we”, “us”, or “our”

refers to Xenveo and its affiliated entities, subsidiaries, and operating divisions.

“Client”

refers to any company, individual, or legal entity that engages Xenveo under a Statement of Work, Master Services Agreement, or equivalent commercial arrangement.

“Contributor” or “Expert”

refers to any individual who participates in Xenveo’s annotation, data capture, RLHF, or domain review programs.

“Services”

refers to all data collection, annotation, review, evaluation, and delivery services provided by Xenveo.

“Training Data”

refers to datasets, annotations, labels, audio recordings, video captures, images, text, rankings, and derived assets produced under any Xenveo engagement.

“Platform”

refers to Xenveo’s web applications, contributor portals, APIs, and any digital interface operated by or on behalf of Xenveo.

“Statement of Work” or “SOW”

refers to any project scope document, proposal, or work order executed between Xenveo and a Client.

“Confidential Information”

refers to any non-public business, technical, or operational information disclosed by either party in connection with an engagement.

“Deliverable”

refers to the final dataset, annotation output, or evaluation package provided to a Client upon completion of a program.

2. Eligibility & Account Registration

2.1 Client Eligibility

Clients must be legally incorporated entities or individuals with full legal capacity to enter binding commercial agreements. Government entities, academic institutions, and non-profit organizations may engage Xenveo subject to modified terms as agreed in writing.

2.2 Contributor Eligibility

Contributors must be at least 18 years of age (or the age of majority in their jurisdiction, whichever is higher). Contributors must accurately represent their language proficiency, domain credentials, and geographic location during onboarding. Misrepresentation constitutes grounds for immediate removal and forfeiture of pending compensation.

2.3 Account Security

Each user is responsible for maintaining the confidentiality of their credentials. Xenveo is not liable for unauthorized access resulting from a user’s failure to safeguard their login information. Suspected unauthorized access must be reported to Xenveo immediately.

3. Services Description

3.1 Multimodal Data Capture

Xenveo provides field-based data collection across eight operational countries, encompassing egocentric video, robotics task data, environmental audio, and image capture. All field programs operate under consent frameworks appropriate to the applicable jurisdiction.

3.2 Annotation & Labeling

Annotation services are performed exclusively by native-speaker annotators working in their first language. Xenveo does not employ bridge-language annotation workflows. Quality assurance is applied at the annotator, reviewer, and program-lead level.

3.3 Domain Expert Review & RLHF

Xenveo maintains a network of credentialed domain experts across engineering, medicine, law, finance, and creative fields. Expert engagement may include output ranking, model evaluation, preference labeling, and gold-standard dataset construction. Expert credentials are verified at onboarding and reviewed periodically.

3.4 Program Structure

Engagements are structured in four phases: Scope, Pilot, Scale, and Iterate. The specific deliverables, timelines, quality thresholds, and pricing for each phase are defined in the applicable SOW. Xenveo reserves the right to modify program structure based on operational requirements, provided material changes are communicated in writing.

3.5 Service Modifications

Xenveo may update, modify, or discontinue any service offering upon 30 days’ written notice. For active programs, modifications require Client consent unless necessitated by legal, regulatory, or safety considerations.

4. Client Obligations & Acceptable Use

4.1 Permitted Use

Services are provided solely for the purpose of training, fine-tuning, evaluating, or auditing machine learning and AI systems. Any use of Deliverables for surveillance, biometric identification without consent, discriminatory profiling, or any purpose that violates applicable law is expressly prohibited.

4.2 Prohibited Conduct

Clients must not:

• Attempt to reverse-engineer, re-identify, or de-anonymize any contributor or data subject from Deliverables.
• Use Deliverables to train systems intended to cause harm, generate illegal content, or facilitate fraud.
• Sublicense, resell, or redistribute Deliverables to third parties without prior written approval from Xenveo.
• Circumvent quality specifications, tamper with delivery pipelines, or misrepresent the intended use of a program during scoping.
• Use Xenveo’s Platform for any unlawful purpose or in a manner that infringes on the rights of contributors or third parties.

4.3 Cooperation Obligations

Clients are obligated to provide accurate project specifications, respond to scope clarification requests within agreed timelines, and participate in Pilot review processes in good faith. Delays caused by Client non-cooperation that affect delivery timelines are not attributable to Xenveo.

5. Data Ownership & Intellectual Property

5.1 Client Ownership of Deliverables

Upon full payment of all applicable fees, Xenveo assigns to the Client all right, title, and interest in the Deliverables produced under the relevant SOW, including applicable intellectual property rights, to the extent permitted by law.

5.2 Xenveo Retained Rights

Xenveo retains ownership of: (a) its proprietary methodologies, workflows, quality frameworks, and platform infrastructure; (b) aggregate, anonymized program performance data used for internal benchmarking; and (c) pre-existing intellectual property incorporated into but not forming the substance of Deliverables.

5.3 Contributor IP

Contributors assign all rights in their annotation and capture outputs to Xenveo upon submission, consistent with their Contributor Agreement. Xenveo transfers these rights to Clients as part of the Deliverable assignment in Section 5.1.

5.4 Feedback

Any feedback, suggestions, or improvement recommendations provided by Clients or Contributors regarding Xenveo’s services or platform may be used by Xenveo without restriction, attribution, or compensation.

6. Confidentiality

6.1 Mutual Obligations

Both parties agree to hold the other’s Confidential Information in strict confidence, to use it solely for the purposes of the engagement, and to disclose it only to personnel with a legitimate need to know who are bound by equivalent confidentiality obligations.

6.2 Exclusions

Confidentiality obligations do not apply to information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was already in the receiving party’s possession at the time of disclosure; (c) is independently developed without reference to the Confidential Information; or (d) is required to be disclosed by law or regulatory order, provided the disclosing party is given prompt notice where legally permissible.

6.3 Duration

Confidentiality obligations survive termination of any engagement for a period of five (5) years, or indefinitely for trade secrets.

7. Payment Terms

7.1 Fees

All fees are as specified in the applicable SOW. Xenveo’s pricing may reflect program scope, language complexity, geographic distribution, domain specialization, and quality tier. Pricing adjustments for scope changes require a written amendment.

7.2 Payment Schedule

Unless otherwise agreed, payment terms are net-30 from invoice date. Pilot phases are invoiced upon completion. Scale programs are invoiced on a monthly or milestone basis as defined in the SOW.

7.3 Late Payment

Overdue amounts accrue interest at the lower of 1.5% per month or the maximum rate permitted by applicable law. Xenveo reserves the right to suspend delivery on active programs where payment is more than 15 days overdue, following written notice.

7.4 Taxes

Fees are exclusive of applicable taxes, duties, levies, or withholding taxes. Each party is responsible for its own tax obligations. Where Xenveo is required to collect taxes on behalf of a Client, such amounts will be itemized on the invoice.

8. Representations & Warranties

8.1 Xenveo Warranties

Xenveo warrants that: (a) it has the right to enter into these Terms and to provide the Services; (b) Services will be performed with reasonable skill and care consistent with industry standards; (c) Deliverables will materially conform to the specifications set out in the applicable SOW; and (d) Xenveo maintains appropriate data protection and security measures as described in our Privacy Policy.

8.2 Client Warranties

Each Client warrants that: (a) it has the legal authority to enter into this agreement; (b) the intended use of Deliverables complies with all applicable laws; and (c) any data, materials, or specifications provided to Xenveo for program execution do not infringe third-party rights.

8.3 Disclaimer

EXCEPT AS EXPRESSLY SET OUT IN SECTION 8.1, XENVEO PROVIDES ALL SERVICES ON AN “AS IS” AND “AS AVAILABLE” BASIS. XENVEO MAKES NO WARRANTY THAT DELIVERABLES WILL BE ERROR-FREE OR THAT AI MODELS TRAINED ON DELIVERABLES WILL ACHIEVE ANY PARTICULAR PERFORMANCE OUTCOME.

9. Limitation of Liability

To the maximum extent permitted by applicable law:

• Xenveo’s total aggregate liability to any Client for all claims arising out of or related to a given SOW shall not exceed the total fees paid or payable by the Client to Xenveo under that SOW in the twelve (12) months preceding the claim.
• Neither party shall be liable to the other for any indirect, incidental, consequential, special, exemplary, or punitive damages, including lost profits, loss of revenue, loss of data, or business interruption, arising out of or related to these Terms, even if advised of the possibility of such damages.

The limitations in this section shall not apply to: (i) death or personal injury caused by negligence; (ii) fraud or fraudulent misrepresentation; or (iii) any liability that cannot be limited under applicable law.

10. Indemnification

Each party (the “Indemnifying Party”) shall defend, indemnify, and hold harmless the other party and its officers, directors, employees, and agents from and against any third-party claims, damages, losses, and expenses (including reasonable legal fees) arising out of:

• The Indemnifying Party’s breach of any representation, warranty, or obligation under these Terms.
• The Indemnifying Party’s negligence or willful misconduct.
• Any Client’s use of Deliverables in violation of Section 4 of these Terms.

The indemnified party must: (a) promptly notify the indemnifying party of any claim; (b) grant the indemnifying party sole control over the defense; and (c) provide reasonable assistance at the indemnifying party’s expense.

11. Term & Termination

11.1 Term

These Terms are effective from the date of first engagement and remain in effect for the duration of all active SOWs, plus any applicable post-termination obligations.

11.2 Termination for Convenience

Either party may terminate an SOW for convenience upon 30 days’ written notice. Clients remain liable for all fees accrued through the termination date plus any non-cancellable costs incurred by Xenveo in good faith prior to receipt of the termination notice.

11.3 Termination for Cause

Either party may terminate immediately upon written notice if the other party: (a) materially breaches these Terms and fails to cure such breach within 15 days of notice; (b) becomes insolvent or files for bankruptcy protection; or (c) engages in conduct that constitutes a violation of applicable law.

11.4 Effect of Termination

Upon termination: (a) all unpaid fees become immediately due; (b) Clients must cease use of any partially delivered Deliverables unless rights have been fully transferred per Section 5; (c) each party must return or destroy the other’s Confidential Information upon request; and (d) sections that by their nature should survive shall remain in effect, including Sections 5, 6, 8.3, 9, 10, 12, and 13.

12. Governing Law & Dispute Resolution

12.1 Governing Law

These Terms are intended to operate as a jurisdiction-neutral framework. The parties may agree in the applicable SOW on a governing law. In the absence of such agreement, the parties shall negotiate in good faith to determine an appropriate jurisdiction based on the primary location of service delivery and the parties’ respective domiciles.

12.2 Dispute Resolution

The parties agree to first attempt to resolve disputes through good-faith negotiation between senior representatives. If not resolved within 30 days, disputes shall be referred to mediation under internationally recognized mediation rules. If mediation fails, disputes shall be resolved through binding arbitration conducted in the English language under internationally recognized arbitration rules.

12.3 Injunctive Relief

Nothing in this section prevents either party from seeking emergency injunctive or interim relief from a court of competent jurisdiction where necessary to protect confidential information or intellectual property.

13. General Provisions

• Entire Agreement: These Terms, together with any executed SOW, constitute the entire agreement between the parties and supersede all prior agreements or understandings.
• Severability: If any provision is found unenforceable, the remaining provisions continue in full force.
• Waiver: Failure to enforce any provision does not constitute a waiver of the right to enforce it in the future.
• Force Majeure: Neither party is liable for delays or failures caused by events beyond reasonable control, including natural disasters, war, pandemics, or governmental actions, provided the affected party gives prompt written notice.
• Notices: All formal legal notices must be delivered in writing via email to the address on record, or by courier to the registered office of the receiving party.
• Assignment:Neither party may assign its rights or obligations without the other’s prior written consent, except in connection with a merger, acquisition, or sale of all or substantially all of its assets.
• No Third-Party Beneficiaries: These Terms do not create rights for any third party unless expressly stated.
• Relationship of Parties: Xenveo is an independent contractor. Nothing herein creates a partnership, joint venture, agency, or employment relationship.