Terms of Service

1. Agreement to Terms

By accessing or using the Thox.ai™ edge device, website, software, and related services (collectively, the "Services") provided by Thox.ai LLC. ("Thox.ai," "we," "us," or "our"), you agree to be bound by these Terms of Service ("Terms"). If you do not agree to these Terms, do not use our Services.

Thox.ai™, Thox OS™, and the Thox.ai logo are trademarks of Thox.ai LLC. All trademarks are registered or pending registration in the United States and other jurisdictions.

2. Description of Services

Thox.ai provides an edge AI device designed for software developers, along with associated software, APIs, and support services. Our device enables local AI inference for coding assistance without requiring cloud connectivity.

3. Eligibility

You must be at least 18 years old and capable of forming a binding contract to use our Services. By using our Services, you represent and warrant that you meet these eligibility requirements.

4. Account Registration

To access certain features, you may need to create an account. You agree to:

• Provide accurate, current, and complete information
• Maintain and promptly update your account information
• Keep your password secure and confidential
• Accept responsibility for all activities under your account
• Notify us immediately of any unauthorized use

5. Hardware Purchase and Warranty

5.1 Pre-Orders

Pre-orders require a refundable deposit. The remaining balance is charged when your device ships. Estimated shipping dates are subject to change. You may cancel your pre-order at any time for a full refund of your deposit.

5.2 Limited Warranty

Each Thox.ai device is covered by a 2-year limited hardware warranty. This warranty covers defects in materials and workmanship under normal use. The warranty does not cover:

• Damage from accidents, misuse, or unauthorized modifications
• Normal wear and tear
• Damage from power surges or improper electrical supply
• Cosmetic damage that does not affect functionality

5.3 Returns

We offer a 30-day return policy for unused devices in original packaging. Return shipping costs are the customer's responsibility unless the device is defective.

6. Software License

Subject to these Terms, we grant you a limited, non-exclusive, non-transferable license to use the software included with your Thox.ai device. You may not:

• Reverse engineer, decompile, or disassemble the software
• Modify or create derivative works based on the software
• Distribute, sublicense, or transfer the software to third parties
• Remove or alter any proprietary notices
• Use the software for any unlawful purpose

6A. Thox OS™ Operating System License

6A.1 Proprietary Operating System

Your Thox.ai device includes Thox OS™, a proprietary operating system developed exclusively by Thox.ai LLC. Thox OS™ is custom-designed and optimized for AI inference workloads on the Thox.ai hardware platform. The operating system, including its architecture, design, source code, algorithms, and implementation details, constitutes valuable trade secrets and confidential information of Thox.ai LLC.

6A.2 License Grant

Subject to your compliance with these Terms, Thox.ai grants you a limited, non-exclusive, non-transferable, non-sublicensable license to use Thox OS™ solely on your authorized Thox.ai device for its intended purpose of local AI inference and development assistance.

6A.3 Restrictions

You expressly agree that you will NOT:

• Copy, reproduce, or duplicate Thox OS™ or any portion thereof
• Reverse engineer, disassemble, decompile, or attempt to derive the source code of Thox OS™
• Modify, adapt, translate, or create derivative works based on Thox OS™
• Remove, obscure, or alter any proprietary notices, labels, or marks on Thox OS™
• Transfer, assign, sublicense, lease, rent, or distribute Thox OS™ to any third party
• Install or run Thox OS™ on any device other than an authorized Thox.ai device
• Attempt to circumvent any technological protection measures in Thox OS™
• Use Thox OS™ to develop competing products or services
• Benchmark or publish performance data of Thox OS™ without prior written consent

6A.4 Intellectual Property Rights

Thox OS™ and all copies thereof are proprietary to Thox.ai LLC. and title thereto remains in Thox.ai LLC. All rights in Thox OS™ not specifically granted in this license are reserved to Thox.ai LLC. Thox OS™ is protected by copyright laws, international treaty provisions, and other intellectual property laws. You acknowledge that Thox OS™ contains valuable trade secrets of Thox.ai LLC.

6A.5 Updates and Support

Thox.ai may, at its sole discretion, provide updates, upgrades, or new versions of Thox OS™. Such updates are subject to these Terms unless accompanied by a separate license agreement. Thox.ai reserves the right to modify, suspend, or discontinue Thox OS™ features at any time.

6A.6 Audit Rights

Thox.ai reserves the right to audit your use of Thox OS™ to verify compliance with these Terms. You agree to cooperate with any such audit and provide reasonable access to your systems and records.

7. AI Model License and Usage

7.1 AI Model Licensing

The AI models included with your Thox.ai device are developed and provided under license by NeuralQuantum.ai LLC and VibeCaaS ("Model Licensors"). These models are sublicensed to you through Thox.ai for use exclusively with your Thox.ai device. The Model Licensors retain all intellectual property rights in the AI models, including but not limited to model architectures, weights, training methodologies, and associated documentation.

7.2 Model Usage Terms

The AI models are provided for coding assistance purposes. You understand and agree that:

• AI outputs may not always be accurate or appropriate
• You are responsible for reviewing and validating all AI-generated code
• The AI should not be used for critical systems without human oversight
• We do not guarantee the AI will meet your specific requirements
• The AI models may only be used on authorized Thox.ai devices
• You may not extract, copy, or redistribute the AI models or their weights

7.3 Third-Party Acknowledgment

By using the Thox.ai device and its AI capabilities, you acknowledge that NeuralQuantum.ai LLC and VibeCaaS are the developers and creators of the AI models, and that your use is subject to both these Terms and any additional terms required by the Model Licensors. Thox.ai is an authorized distributor and integrator of these AI technologies.

8. Acceptable Use

You agree not to use our Services to:

• Violate any applicable laws or regulations
• Infringe on the intellectual property rights of others
• Generate malicious code, malware, or harmful content
• Attempt to bypass security measures or access controls
• Interfere with or disrupt our Services or infrastructure
• Engage in any activity that could harm minors

9. Intellectual Property

9.1 Ownership

All intellectual property rights in our Services, including software, hardware designs, documentation, specifications, algorithms, methodologies, trade secrets, and trademarks, remain our property or our licensors. These Terms do not grant you any rights to our intellectual property except the limited license described above.

9.2 Trade Secrets

You acknowledge that the technology, specifications, and documentation provided by Thox.ai constitute valuable trade secrets and confidential proprietary information. This includes, but is not limited to:

• MagStack™ magnetic stacking interface technology and clustering algorithms
• Thox OS™ operating system architecture, design, and implementation
• Hardware designs, schematics, and manufacturing specifications
• AI model optimization techniques and inference methodologies
• NFC discovery protocols and automatic cluster formation algorithms

You agree to maintain the confidentiality of all trade secrets and not to disclose such information to any third party without our prior written consent.

9.3 Patent Rights

MagStack™ magnetic stacking interface technology is protected by U.S. Patent Pending and international patent applications. You acknowledge that unauthorized manufacture, use, sale, offer for sale, or importation of devices or systems implementing MagStack™ technology may constitute patent infringement.

9.4 Trademark Rights

Thox.ai™, Thox OS™, MagStack™, and the Thox.ai logo are trademarks or registered trademarks of Thox.ai LLC in the United States and other countries. You may not use these trademarks without our prior written authorization, except as permitted for nominative fair use.

9.5 Copyright Protection

All software, documentation, website content, and related materials are protected by copyright law. Unauthorized reproduction, distribution, or creation of derivative works is prohibited.

9.6 Your Content

You retain all rights to your code and content. We do not claim ownership of any code you create using our device. However, any feedback, suggestions, or improvements you provide regarding our products or services may be used by us without restriction or compensation.

10. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THOX.AI SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, DATA, OR GOODWILL, ARISING OUT OF OR RELATED TO YOUR USE OF OUR SERVICES.

OUR TOTAL LIABILITY FOR ANY CLAIMS ARISING FROM THESE TERMS OR YOUR USE OF OUR SERVICES SHALL NOT EXCEED THE AMOUNT YOU PAID FOR THE DEVICE OR SERVICE GIVING RISE TO THE CLAIM.

11. Disclaimer of Warranties

EXCEPT AS EXPRESSLY PROVIDED IN THE LIMITED WARRANTY, OUR SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

12. Indemnification

You agree to indemnify and hold harmless Thox.ai, its officers, directors, employees, and agents from any claims, damages, losses, or expenses arising from your use of our Services or violation of these Terms.

13. Governing Law and Disputes

These Terms are governed by the laws of the State of Texas, without regard to conflict of law principles. Any disputes arising from these Terms shall be resolved through binding arbitration in Austin, Texas, except that either party may seek injunctive relief in any court of competent jurisdiction.

14. Modifications to Terms

We reserve the right to modify these Terms at any time. We will notify you of material changes by posting the updated Terms on our website and updating the "Last updated" date. Your continued use of our Services after such changes constitutes acceptance of the new Terms.

15. Termination

We may terminate or suspend your access to our Services at any time for any reason, including violation of these Terms. Upon termination, your right to use our Services will immediately cease, but provisions that by their nature should survive termination will remain in effect.

16. Severability

If any provision of these Terms is found to be unenforceable, the remaining provisions will continue in full force and effect.