Terms of Service · Xinference

1. Acceptance of Terms

These Terms of Service ("Terms") are entered into between Xinference Holdings Pte. Ltd., a Singapore private limited company ("Xinference", "we", "us"), and the customer identified in the applicable Order Form or, where there is no Order Form, the entity or individual creating an account ("the Customer", "you").

These Terms become binding on the earlier of: (a) the date on which you receive a copy of them, whether in hard copy, electronically or by hyperlink, and subsequently register for, access or otherwise use the Xinference Platform or the Products and Services; and (b) the date on which both parties sign a document incorporating or referencing them, including an Order Form.

1.1 Relationship to a Signed Agreement

These Terms are our default terms. Where you have signed an Order Form, the agreement between us consists of that Order Form, the Price List, these Terms and any schedules or other documents expressly incorporated by reference. Unless the signed agreement states otherwise, the Order Form controls over these Terms if they conflict. Where a Data Processing Agreement applies, it controls to the extent of a conflict concerning personal-data processing, and any Service Level Agreement expressly incorporated into the Order Form controls for service levels.

Xinference may contract through more than one entity. Where your Order Form or other signed agreement identifies a different Xinference entity, governing law or jurisdiction, that signed agreement controls to the extent of any inconsistency.

2. Definitions

"Agreement" means these Terms together with any Order Form, the Price List and any schedules or other documents expressly incorporated by reference, as described in Section 1.1.
"BYO Key" (bring your own key) means an API key, access credential or account you provide or configure for a Third-Party Model Provider so that inference is performed using your own account with that provider.
"Cloud Services" means the deployment model described in Section 3.2.1.
"Community Edition" means the open-source edition of Xinference published under the Apache License 2.0 at github.com/xorbitsai/inference.
"Confidential Information" means a party's non-public information disclosed to the other party under the Agreement.
"Customer Content" means all data, content, files, prompts, Inputs, documents, datasets, embeddings, model configuration information, retrieval results and other materials submitted to, stored in or processed through the Xinference Platform by or on behalf of you or your Users, including any knowledge-base content, but excluding Usage Data and the Xinference Platform itself.
"Data Processing Agreement" means the Xinference Data Processing Agreement, or other data processing terms agreed in writing, that applies where we process personal data on your behalf.
"Fees" means the fees payable for the Products and Services, as set out in your Order Form and the Price List.
"Input" means any prompt, instruction, query, data or content submitted to a Model for processing, whether by a User or through an authorised automated process.
"Marketplace Services" means the deployment model described in Section 3.2.3.
"Minimum Commitment" means any minimum spend or usage commitment specified in your Order Form.
"Model" means any artificial intelligence or machine-learning model made available through or run on the Xinference Platform, whether an open-source model, a Xinference-hosted model or a Third-Party Model.
"Model API" means a Xinference-hosted service that provides API-based access to supported Models running in an environment operated by Xinference or its service providers.
"Order Form" means an ordering document, quote or online signup referencing these Terms.
"Output" means any content, data, result, response, prediction, code or other material generated by a Model in response to an Input.
"Personnel" means our employees, contractors and subcontractors.
"Price List" means our price list for the Products and Services, as published on our website or provided to you, and as updated from time to time under these Terms.
"Products and Services" and "Service" mean the Xinference Platform, the Software and any related services we provide to you under the Agreement.
"Self-Hosted Deployment" means the deployment model described in Section 3.2.4.
"Software" means Xinference software, model-serving components, tooling, container images and associated documentation licensed to you for use in a Self-Hosted Deployment, together with any updates we provide.
"Third-Party Model" means a Model developed, owned or operated by a person other than Xinference and made available by a Third-Party Model Provider.
"Third-Party Model Provider" means a third party that provides, hosts or licenses a Third-Party Model or related inference service, for example a frontier or open-source model provider accessed using a BYO Key.
"Usage Data" means data generated by or derived from use of the Xinference Platform by you or your Users, used and processed in aggregated, de-identified or technical form for our development, improvement, monitoring, maintenance, security, capacity planning and auditing purposes.
"User" means any individual you authorise to access or use the Products and Services.
"Xinference Platform" means the Xinference software, APIs, interfaces, model-serving functionality, routing, deployment and management tools, documentation and related services offered by Xinference, whether delivered via Cloud Services, Model API, Marketplace Services, a Self-Hosted Deployment or otherwise.

3. The Service

3.1 Description

Xinference is a model inference and serving platform that allows you to deploy, manage, serve and route requests to open-source, custom and supported third-party models through APIs and related platform tools.

3.2 Deployment Models

The Products and Services may be provided under one or more of four deployment models, as specified in your Order Form. Obligations for hosting, security, availability and data location differ between them.

3.2.1 Cloud Services

We host and operate the relevant Products and Services in our own or our provider's cloud environment and make them available to you and your Users on a managed basis for the term. We are responsible for provisioning, operating and maintaining the underlying infrastructure. Where charges are based on usage, you will be charged for the actual usage of GPU instances, measured per GPU-hour or by another unit specified in your Order Form. Charges accrue from the time an instance is provisioned, reserved or started until it is stopped, deprovisioned or terminated, with any partial billing unit rounded up. A reserved or dedicated instance may be charged for the whole reserved period whether or not you actively use it. Your Order Form may specify a Minimum Commitment, payable regardless of actual usage.

3.2.2 Model API

We host and operate the model-serving environment and provide you and your Users with API-based access to supported Models. We are responsible for provisioning, operating, monitoring and maintaining the hosted environment that we control. Usage may be metered by tokens, requests or another unit specified in your Order Form or the Price List. Available Models, regions, limits and features may vary according to your Order Form and the service configuration. Customer-specific model onboarding, tuning, integration or other professional services are included only where expressly agreed in an Order Form or other written agreement.

3.2.3 Marketplace Services

Where you procure Products and Services on a self-serve basis through a third-party cloud provider's marketplace, we provide them as Cloud Services under Section 3.2.1, and Fees are billed through your account with that cloud provider. Your use of that provider's marketplace and your account with it are governed by its own terms, and we are not liable for the availability, performance, suspension or pricing of that cloud provider's services or account.

3.2.4 Self-Hosted Deployment

We grant you a non-exclusive, non-transferable, non-sublicensable, revocable licence to install and use the Software solely for your internal business purposes on the number of GPUs or other units and for the licence period specified in your Order Form. The licence is conditional on continued payment of Fees and compliance with these Terms. You must not install, run or use the Software on more GPUs or units than are licensed. You are responsible for provisioning, operating, securing, maintaining, backing up and keeping available the hardware and environment on which the Software runs. On expiry or termination, you must cease all use and permanently delete or destroy all copies of the Software, other than copies you are required by law to retain, and certify deletion in writing on request.

4. Accounts

You are responsible for your account credentials and all activity conducted through your account. You must provide accurate registration information, keep that information current and promptly notify us of any suspected unauthorised access.

5. Customer Content, Inputs and Outputs

5.1 Ownership

As between the parties and to the extent permitted by law, you own the Inputs you submit and the Outputs generated for you, subject to the rights of any Third-Party Model Provider and to any applicable open-source or Model licence. You are responsible for ensuring that your Inputs and your use of Outputs comply with all applicable laws and third-party terms. You grant us a limited licence to host, process, transmit and display Customer Content solely as necessary to provide, secure and support the Service.

5.2 Nature of Outputs

The Xinference Platform uses artificial intelligence and machine-learning Models to generate Outputs. Outputs are probabilistic and may be inaccurate, incomplete, out of date, offensive or otherwise unsuitable, and may be identical or similar to outputs generated for other customers. Outputs do not constitute professional, legal, financial, medical or other advice. You are solely responsible for evaluating and verifying Outputs, determining their suitability before relying on or acting on them, and for any decisions made or actions taken in reliance on them. To the extent permitted by law and subject to Section 11.1, we provide no warranty that any Output will be accurate, complete, current, non-infringing or fit for a particular purpose.

5.3 Data and Model Training

Xinference does not use Customer Content, Inputs or Outputs to train or fine-tune foundation Models unless the Customer expressly agrees in writing. We may use service and Usage Data, feedback, and aggregated or de-identified information to secure, operate and improve Xinference. If the Customer selects or configures a Third-Party Model Provider, that provider's handling of data is governed by the Customer's configuration and the provider's applicable terms and privacy policy.

5.4 Third-Party Models and BYO Keys

The Xinference Platform allows you to run inference using a range of Models, including by configuring a BYO Key to access a Third-Party Model Provider through your own account. Where you do so: (a) your use of that Third-Party Model is governed by that provider’s terms, and you are responsible for complying with them; (b) you are responsible for all fees, usage charges and taxes payable to that provider; and (c) we are not responsible or liable for the availability, performance, accuracy, security, suspension, modification or pricing of that Third-Party Model or Third-Party Model Provider. You are responsible for the security and confidentiality of your BYO Keys, and you authorise us and our Personnel to use them solely to provide the Products and Services to you. Where you use an open-source component or Model, your use is additionally subject to the applicable open-source or Model licence.

6. Fees and Payment

Fees are as set out in your Order Form and the Price List. Fees do not include, and you remain separately responsible for, any charges payable directly by you to a Third-Party Model Provider or third-party cloud provider, including under a BYO Key.
We may make reasonable changes to the fee structure and Price List, and will notify you in accordance with our change process.
Prices are exclusive of GST and any other applicable taxes, and are not subject to conditional discounts for early payment.
We may charge interest at 1.5% per month, or the maximum rate permitted by law if that is lower, on any amount unpaid by its due date, calculated daily until paid in full.
We may suspend your access to the Products and Services, or to your account and records, where an amount is more than 30 days overdue, after notice, and until overdue Fees, including interest, are paid in full. Fees for storage of records and provision of the Products and Services continue to accrue during any period of suspension.
Where non-payment results in suspension, a reactivation fee as set out in the Price List or Order Form applies before access is restored.
Except where expressly stated and to the extent permitted by law, Fees are non-refundable. A refund may be approved only in writing and at the discretion of a Xinference director.

7. Service Availability and Support

We will use commercially reasonable endeavours to keep the Cloud Services and Model API available, but do not warrant or guarantee that access will be continuous or uninterrupted. Any specific service level or availability target applies only if and to the extent expressly set out in your Order Form. Where practicable, scheduled maintenance will be performed during periods of minimum use, and affected Users will be notified in advance by email.

This Section applies to the Cloud Services, including Marketplace Services, and the Model API. It does not apply to a Self-Hosted Deployment, whose availability depends on infrastructure controlled by you or a third party.

8. Acceptable Use

You must not, and must not permit any User to: (a) use the Service to violate any applicable law or third-party rights; (b) attempt to breach or circumvent security or authentication measures; (c) reverse engineer the Service except as permitted by open-source licence terms applicable to the Community Edition; (d) resell or sublicense the Service except as expressly permitted; (e) submit content that infringes the intellectual property or privacy rights of others; or (f) use any Model in breach of its licence or terms.

9. Term, Termination and Suspension

Once the initial term has expired, either party may prevent automatic renewal by giving at least 30 days' written notice before the end of the then-current term. If that notice is not given, the agreement renews for a full 12-month renewal term and you remain liable for all Fees for that period.
We may suspend your account and access immediately on written notice if you breach these Terms, if suspension is necessary to repair, maintain or protect the integrity or security of the Xinference Platform or to prevent a contravention of law or infringement of third-party rights, if you become insolvent, or if a User materially violates applicable acceptable-use requirements.
We may terminate immediately on written notice if you become insolvent, or where we notify you of a breach that is not capable of rectification or, if capable, is not rectified within 14 days of notice.
You may terminate on written notice if we commit a material breach that is not rectified within 30 days of written notice, or on our insolvency.
Termination does not affect any accrued rights or remedies of either party.

9.1 Effect of Termination, Export and Deletion

On termination, you must immediately cease all use of the Xinference Platform and the Software, and permanently delete or remove any of our Confidential Information and, in a Self-Hosted Deployment, all copies of the Software.

You are responsible for exporting Customer Content before access ends. Following termination, Customer Content will be handled in accordance with the applicable Order Form, Data Processing Agreement and our documented retention practices, subject to legal holds, security records, backups and information that we are required or permitted by law to retain. Where Xinference processes personal data on your behalf, the Data Processing Agreement governs return and deletion.

10. Intellectual Property and Confidentiality

We and our licensors retain all right, title and interest in and to the Xinference Platform, including its software, documentation and improvements. This excludes Customer Content, Inputs and Outputs, as well as third-party and open-source components, which remain governed by their applicable licences.

Each party will protect the other's non-public information disclosed under this agreement using at least the same care it uses for its own similarly sensitive information, and will use it only to perform this agreement, except where disclosure is required by law or otherwise permitted under the signed agreement.

11. Warranties, Mandatory Consumer Rights and Liability

11.1 Rights That Cannot Be Excluded

Nothing in these Terms excludes, restricts or modifies any guarantee, right or remedy that cannot lawfully be excluded, restricted or modified under applicable law.

11.2 Disclaimer

Subject to Section 11.1 and to the maximum extent permitted by law, the Service is provided "as is" without warranties of any kind, whether express, implied or statutory, including warranties of merchantability, fitness for a particular purpose and non-infringement.

11.3 Limitation of Liability

To the maximum extent permitted by law and subject to Section 11.1, we will not be liable for any loss of profit, data, goodwill or business, business interruption, failure to realise anticipated savings, cost of substitute software or services, or any consequential, indirect, exemplary, special, punitive or incidental damages. We are also not liable for any disruption to or unavailability of the Xinference Platform (except as set out in any service levels in your Order Form), for any Output or any error, omission or inaccuracy in any Output, for the acts or omissions of any Third-Party Model Provider, open-source component or third-party cloud or infrastructure provider, for any virus, or for fraudulent use, misuse or misappropriation of the Xinference Platform by you, a User or an unauthorised user.

Liability cap

Our total aggregate liability arising under or in connection with this agreement, whether in contract, tort (including negligence), under statute or otherwise, is limited to an amount equal to the Fees you paid us under this agreement during the 12-month period immediately preceding the event to which the liability relates.

Exceptions to the liability cap

These limitations and exclusions do not limit or exclude our liability for gross negligence or wilful misconduct, fraud or fraudulent misrepresentation, or any liability that cannot lawfully be excluded or limited.

12. Indemnification

We will defend you against any third-party claim alleging that the Service infringes that third party’s intellectual property rights and will indemnify you against any resulting damages finally awarded, subject to your providing prompt notice and allowing us to control the defence. We have no obligation to the extent the claim arises from: (a) Customer Content, Inputs or Outputs; (b) any Model, Third-Party Model, BYO Key, open-source component or third-party service not developed by us; (c) modifications or combinations not made or supplied by us; or (d) use in breach of the Agreement. You will defend, indemnify and hold harmless Xinference, its affiliates and its Personnel against any third-party claim arising from or relating to: (a) Customer Content, Inputs or Outputs; (b) your or your Users’ breach of this Agreement; (c) your or your Users’ violation of applicable law; or (d) your or your Users’ use of any Model, Third-Party Model or third-party service in breach of its applicable licence or terms.

13. Privacy

Personal information relating to your account contacts and Users, as well as personal information contained in Customer Content or Inputs, may be processed in connection with the Xinference Platform. Where you or your Users submit personal information, you represent that you have the rights, notices, consents and other lawful bases required under applicable law to permit the processing requested through the Service.

We may disclose personal information as described in the Xinference Privacy Policy (https://xinference.co/privacy-policy.html), including to service providers and subprocessors that support the Service, professional advisers, authorities where required by law, and other parties where permitted by the Agreement or applicable law. We will use reasonable administrative, technical and organisational safeguards appropriate to the parts of the Service we operate.

Each party agrees to comply with applicable data protection laws with respect to personal information it receives, discloses or accesses in connection with this agreement. Our handling of personal information is described further in the Xinference Privacy Policy, and where we process personal data on your behalf our Data Processing Agreement applies and prevails over these Terms for that processing.

14. Security and Compliance

We maintain reasonable administrative, technical and organisational safeguards appropriate to the parts of the Xinference Platform we operate. Specific security commitments, if any, are stated in the applicable Order Form, Data Processing Agreement or security documentation expressly incorporated into the Agreement.

For a Self-Hosted Deployment, you are responsible for security within the infrastructure and configuration you control. Customer Content that remains solely within your environment is not processed by Xinference subprocessors, although services you select or enable may process data under their own terms. For managed deployments, including Model API, information about applicable subprocessors and security practices may be provided through our contractual, trust or support channels.

15. Governing Law, Jurisdiction and Disputes

These Terms are governed by the laws of Singapore, and each party submits to the non-exclusive jurisdiction of the courts of Singapore, except where you have signed an agreement with Xinference that specifies a different governing law and jurisdiction, in which case that agreement applies.

If a dispute arises, the parties will use their best endeavours to resolve it within seven days of either party giving the other written notice of the dispute. If it is not resolved in that period, the parties will use their best endeavours to settle it by mediation before instituting proceedings. Except when seeking urgent injunctive relief, neither party may institute proceedings until it has complied with these steps. Where a signed agreement specifies a particular mediation or arbitration process, that process applies instead.

16. General Provisions

Amendments: we may update these Terms and the Price List on reasonable notice, in accordance with our change process. Continued use after the effective date constitutes acceptance, except where an Order Form states otherwise.
Assignment and subcontracting: we may subcontract performance of our obligations. Neither party may otherwise assign this agreement without the other's consent, except in connection with a merger, acquisition or sale of substantially all assets.
Notices: notices must be in writing and sent to the addresses in the Order Form or account record.
Entire agreement: the signed agreement is the entire agreement between the parties on its subject matter and supersedes prior discussions.
Severability: if a provision is unenforceable, the remainder stays in effect.
Waiver and no merger: a failure to exercise a right is not a waiver of it, and rights do not merge on completion.
Force majeure: neither party is liable for delay caused by events beyond its reasonable control.
Survival: obligations that by their nature survive termination continue after it.

17. Contact

Questions about these Terms may be sent to legal@xinference.co.

Xinference Holdings Pte. Ltd.