This X Factory™ API Addendum (this "API Addendum") forms part of, and is incorporated into, the X Factory™ Terms of Service (the "Terms") entered into between Vueron Technology Co., Ltd. (the "Company") and the customer identified in the applicable Order Form (the "Customer").
The Terms, together with the X Factory™ Privacy Policy and the X Factory™ Data Processing Addendum (the "DPA"), shall continue to govern the Customer's use of the X Factory™ services. Notwithstanding the foregoing, with respect to the Customer's use of the X Factory™ application programming interfaces (the "X Factory™ API"), this API Addendum sets forth additional and supplemental terms.
In the event of any conflict or inconsistency between this API Addendum and the Terms (including the X Factory™ Privacy Policy and the DPA), this API Addendum shall prevail solely with respect to the Customer's use of the X Factory™ API. All other matters shall remain governed by the Terms.
Article 1 (Scope of Application)
This API Addendum applies solely to the Customer's use of the X Factory™ API to access specific functionalities of the X Factory™ platform, as expressly set forth in the applicable Order Form.
For the avoidance of doubt, use of the X Factory™ API does not grant access to, nor constitute use of, the full X Factory™ web-based platform or its user interface, unless otherwise expressly agreed in writing by the Parties.
Article 2 (Definitions – API-Specific)
For purposes of this API Addendum:
"X Factory™ API" means the application programming interfaces provided by the Company that enable programmatic access to specific X Factory™ functionalities, including but not limited to AI-based auto-annotation, inference, and data processing.
"Frame" means a single unit of sensor data (including LiDAR point cloud data (PCD) or image data) submitted for processing through the X Factory™ API.
"Invalid Frame" means a Frame containing fewer than five (5) detectable objects, as determined by the Company's processing logic.
"API Outputs" means the results returned through the X Factory™ API, including annotation data, metadata, logs, or other structured outputs, excluding any underlying models, algorithms, or platform components of the Company.
Article 3 (API Access and Authentication)
The Company shall provide the Customer with API credentials (including API keys or tokens) for authorized access to the X Factory™ API.
The Customer shall be solely responsible for: (a) maintaining the confidentiality and security of its API credentials; (b) all activities conducted using such credentials; and (c) promptly notifying the Company of any suspected unauthorized use.
The Company may suspend, rotate, or revoke API credentials if reasonably necessary for security, compliance, or risk management purposes.
Article 4 (Service Scope and Limitations)
The X Factory™ API provides access only to the specific functionalities expressly described in the applicable Order Form and technical documentation.
The Company does not guarantee the availability of any platform features beyond those explicitly enabled via the X Factory™ API.
The Company may update, modify, or deprecate API endpoints from time to time and, where practicable, will provide reasonable advance notice of material changes.
Article 5 (Service Term, Volume Commitment, Usage Measurement, and Billing)
5.1 Fixed-Term Volume Commitment
The X Factory™ API is provided for the fixed service term and committed Frame volume specified in the applicable Order Form. Unless otherwise expressly agreed in writing, the committed Frame volume is measured on an aggregate basis for the entire service term rather than on a monthly subscription basis.
Unless otherwise expressly agreed in writing, the service term shall not automatically renew, and any extension or additional Frame volume shall be subject to a separate written agreement or Order Form.
5.2 Usage Measurement
Usage of the X Factory™ API shall be measured based on the number of Frames processed during the applicable service term, as recorded by the Company's systems.
The Company's usage records shall be final and binding for billing purposes, absent manifest error.
5.3 No Carryover; Changes to Committed Volume
Unused Frames, if any, shall expire at the end of the applicable service term and shall not carry over to any renewal term, extension term, or subsequent order period.
The committed Frame volume and applicable pricing may not be reduced during the service term. Any increase in committed Frame volume or other change to the commercial terms shall require a separate written agreement or Order Form signed by the Parties.
5.4 Invalid Frames
Frames containing fewer than five (5) detectable objects shall be classified as Invalid Frames.
Invalid Frames shall be credited as additional Frames and shall not be counted against the committed Frame volume. The total number of credited Invalid Frames shall not exceed ten percent (10%) of the committed Frame volume for the applicable service term.
5.5 Fees and Payment
Fees for the committed Frame volume and service term shall be invoiced in advance in accordance with the applicable Order Form and, once paid, are non-refundable except as required by applicable law.
All pricing, committed Frame volumes, applicable rates, and payment timing shall be set forth exclusively in the applicable Order Form.
5.6 Taxes
Fees are exclusive of all taxes, duties, levies, or governmental charges. The Customer is responsible for all applicable taxes arising from this API Addendum, the Terms, or the use of the X Factory™ API, excluding taxes based on the Company's net income.
If withholding or deduction is required by law, the Customer shall gross up the payment so that the Company receives the full invoiced amount.
5.7 Suspension for Non-Payment
The Company may suspend or restrict access to the X Factory™ API if any undisputed amounts remain unpaid after the applicable due date. Such suspension shall not relieve the Customer of its payment obligations.
Article 6 (API Outputs and Intellectual Property)
6.1 Ownership
As between the Parties: (a) The Customer retains all rights, title, and interest in its Customer Data. (b) The Company retains all rights, title, and interest in the X Factory™ platform, X Factory™ API, and all underlying software, algorithms, models, system components, and related intellectual property.
API Outputs generated from the Customer's data shall belong to the Customer. For clarity, ownership of API Outputs does not confer any rights in the Company's models, algorithms, APIs, or platform technology.
6.2 Permitted Downstream Use by Labeling Service Providers
The Customer may provide API Outputs to its end customers as part of its data labeling, annotation, or data preparation services, provided that: (a) API Outputs are provided solely as an integrated component of such services and not as a standalone product; (b) the X Factory™ API itself is not resold, sublicensed, or made accessible; (c) no information enabling access to or reverse engineering of the X Factory™ API or platform is disclosed; (d) API Outputs are not used to develop or operate a competing platform or service; and (e) the Customer remains solely responsible for its end-customer relationships.
6.3 Prohibited Uses
Except as expressly permitted herein, the Customer shall not: (a) commercially exploit API Outputs as a standalone product; (b) use API Outputs to substitute for or compete with the X Factory™ API; or (c) attempt to extract or recreate the Company's proprietary technology.
6.4 No Implied Rights
No rights or licenses are granted except as expressly stated in this API Addendum or the Terms.
Article 7 (Service Level and Support)
The Company does not provide a separate service level agreement (SLA) for the X Factory™ API. The X Factory™ API is provided on an "as is" and "as available" basis, without guaranteed availability, response times, or service credits. The Company may perform maintenance or updates and will use reasonable efforts to minimize material disruptions.
Article 8 (Data Processing and Privacy)
Processing of Customer Data through the X Factory™ API is subject to the DPA. The Customer represents that it has obtained all necessary rights and consents to submit Customer Data. The Company shall process Customer Data solely to provide the X Factory™ API, unless otherwise agreed.
Article 9 (High-Risk Use)
API Outputs are generated through probabilistic processes and may contain errors. Use of the X Factory™ API or API Outputs in any High-Risk Environment is at the Customer's sole risk, subject to the Terms.
Article 10 (Suspension and Termination)
The Company may suspend or terminate API access for material breach, non-payment, or security, legal, or compliance risks. Upon termination, API access shall cease immediately, and any unused committed Frame volume or other remaining entitlements shall be handled in accordance with the Order Form.
Article 11 (Relationship to the Terms)
Except as expressly modified by this API Addendum, the Terms remain in full force and effect. This API Addendum does not expand the scope of services beyond the X Factory™ API.
Effective Date: As of the effective date specified in the applicable Order Form.
Addendum These Terms shall take effect as of January 1, 2026.