These Grok API Service Terms supplement the Agreement between Customer and Anysphere, Inc., and apply to Customer’s use of the Grok API Service.

1. Definitions. As used in these Grok API Service Terms ("Grok API Terms”), the following definitions apply:

1.1. “Affiliate” of a Party means an entity that, directly or indirectly, controls, is controlled by, or is under common control with such Party, where “control” means the power to direct or cause the direction of an entity’s management or affairs through ownership or control of 50% or more of the voting equity securities or other equivalent voting interest of an entity.

1.2. "Bundled Product" means a product or service Customer develops, using the SpaceXSI application programming interfaces (“API”), that integrates the Grok API Service with Customer’s own products or services.

1.3. "End Users" means third parties to whom Customer makes available a Bundled Product.

1.4. "SpaceXSI Documentation" means the technical documentation for the Grok API Service made available at https://docs.x.ai/docs, as updated from time to time.

1.5. "SpaceXSI Output" means any output generated by the Grok API Service based on Customer Data, including text, code, voice, images, video, or API responses. SpaceXSI Output constitutes Suggestions under the Agreement.

1.6. "SpaceXSI Provider" means SpaceXAI LLC, an Affiliate service provider engaged by Anysphere to operate the Grok API Service.

1.7. "Grok API Service" means a service powered by SpaceXSI Provider and made available to Customer through the Service, via separate API, or otherwise.

All other capitalized terms that are not defined in these Grok API Terms have the same meaning as defined in the Agreement.

2. Provision of Grok API Service

2.1. The Grok API Service constitutes Add-Ons under the MSA and, when activated by Customer in accordance with Section 2.2, or enabled by Anysphere for Customer, forms part of the “Service” under the Agreement. Customer will be charged for Customer’s use of the Grok API Service on a consumption basis per SpaceXSI Provider’s published pricing at https://docs.x.ai/docs/models.

2.2. These Grok API Terms become effective when accepted by an administrator user of Customer's account through the administrative dashboard ("Acceptance Date"), and are incorporated into and form part of the Agreement. For Grok API Service, these Grok API Terms control over conflicting provisions of the MSA. The Anysphere DPA and applicable Standard Contractual Clauses continue to control Personal Data and international data transfers.

2.3. For the avoidance of doubt, Anysphere provides the Grok API Service to Customer under the Agreement. SpaceXSI Provider is not a party to the Agreement and has no direct obligations to Customer under these Grok API Terms or the Agreement. Customer’s relationship is solely with Anysphere.

2.4. Customer must use the Grok API Service in accordance with the SpaceXSI Documentation. In the event of a conflict between the SpaceXSI Documentation and Anysphere's Documentation, the SpaceXSI Documentation will control only with respect to the technical operation of the Grok API Service.

2.5. The SpaceXSI Enterprise Customer Agreement (including its DPA), any prior SpaceXSI Enterprise Terms of Service, and any SpaceXSI purchase terms do not apply to Customer’s use of the Grok API Service accessed pursuant to these Grok API Terms.

2.6. Anysphere may modify or discontinue any Grok API Service and will provide Customer reasonable advance notice where practicable.

2.7. Beta offerings. Any Grok API Service or feature identified as alpha, beta, preview, experimental, or similarly designated is a Beta Service under the MSA. Separate preview terms may apply.

2.8. Third-Party Components. The Grok API Service may include or interoperate with third-party or open-source components subject to third-party or open-source license terms. Those terms control solely with respect to the applicable component.

3. Subprocessors

3.1. Customer authorizes Anysphere to engage SpaceXSI Provider as a subprocessor for the Grok API Service. Subprocessors engaged by SpaceXSI Provider in connection with the Grok API Service are listed at https://x.ai/legal/subprocessor-list.

3.2. Anysphere remains responsible to Customer for the acts and omissions of SpaceXSI Provider to the same extent Anysphere would be responsible for its own acts and omissions under the Anysphere DPA.

3.3. Changes to subprocessors for the Grok API Service are subject to the notice and objection procedures in Section 8 of the Anysphere DPA and Anysphere’s applicable subprocessor listing.

4. Acceptable Use

4.1. All use restrictions set out in the Agreement and the restrictions in this Section 4 apply to the Grok API Service. Customer must comply with Anysphere’s Acceptable Use Policy and any other applicable acceptable use policies including those published by SpaceXSI Provider (collectively, the “AUP”), and will ensure that its Authorized Users and End Users comply with the AUPs. In the event of a conflict between the AUPs and the use restrictions in the MSA, the more restrictive provision will apply.

4.2. If Bundled Products are expressly enabled by Anysphere for Customer's account, Customer may make the Grok API Service available to End Users as part of a Bundled Product. Bundled Products may include integrations developed by Customer for use by additional downstream End Users; provided however that Customer may provide End Users with access to the Grok API Service only as part of the Bundled Product. No direct contractual relationship is created between Anysphere or SpaceXSI Provider and any End User. Customer remains responsible for each End User’s acts and omissions and will ensure each End User is bound by acceptable-use and other terms at least as protective of Anysphere as the Agreement and these Grok API Terms. Customer must also provide any privacy notices and obtain any consents required for processing End User data.

4.3. Anysphere may suspend or restrict Customer's access to the Grok API Service, in whole or in part, if:

(a) Customer's or its Authorized Users' or End Users' use of the Grok API Service violates these Grok API Terms or the AUPs;

(b) such use raises reasonable concerns regarding fraud, misuse, security, illegal activity, or unauthorized access; or

(c) suspension is necessary to protect the integrity or availability of the Grok API Service or SpaceXSI Provider's systems.

Anysphere will use commercially reasonable efforts to provide Customer with prior notice and a reasonable opportunity to cure (not less than two (2) business days), except where immediate suspension is reasonably necessary to prevent harm, including an exigent security risk, illegal activity, imminent harm to systems or other customers, or repeated material violations. Suspension under this Section 4.3 does not relieve Customer of its payment obligations under the Agreement.

5. SpaceXSI Output

5.1. Customer may use the Grok API Service to generate SpaceXSI Output based on Customer Data. Anysphere, duly authorized by SpaceXSI Provider, hereby assigns to Customer all of Anysphere's right, title, and interest in and to any SpaceXSI Output.

5.2. Customer acknowledges that SpaceXSI Output is generated automatically by machine learning technology and may contain errors, misleading information, or "hallucinations," and that SpaceXSI Output may be similar to output provided to other customers. Customer is responsible for evaluating SpaceXSI Output for accuracy and suitability, including through human review where appropriate for Customer's use case, consistent with Section 3 of the MSA.

5.3. SpaceXSI Output may include voice, images, video, and other non-text content. Customer is solely responsible for obtaining any rights, releases, or consents required for its use of such content, including with respect to publicity, likeness, and personality rights.

6. Data Handling

6.1. Customer Data submitted to the Grok API Service will be processed by SpaceXSI Provider on behalf of Anysphere in accordance with the Anysphere DPA.

6.2. In addition to the rights granted under the Agreement, Customer grants Anysphere and its subprocessors (including SpaceXSI Provider) a limited right to use Customer Data submitted to the Grok API Service as reasonably necessary to:

(a) provide the Grok API Service;

(b) enforce the AUP and these Grok API Terms;

(c) prevent abuse; and

(d) perform operations relating to safety, security, and compliance.

6.3. For the purposes of the MSA, SpaceXSI Output is treated as a Suggestion. Anysphere will not use Customer Data or SpaceXSI Output to train, or allow SpaceXSI Provider or another third party to train, any AI Model, subject to any disclosures to Customer and Customer-controlled user settings. Except when Customer elects to use SpaceXSI’s Zero Data Retention-enabled APIs (“ZDR-Enabled API” or “ZDR”), SpaceXSI Provider may create and use, for any lawful purpose, de-identified or aggregated data derived from Customer’s use of the Grok API Service that is anonymized using industry-standard techniques, cannot be re-identified, and neither contains nor reveals any Customer Data or Confidential Information (“De-Identified Data”). SpaceXSI Provider will own all right, title, and interest in the De-Identified Data and any derivative works thereof.

6.4. Customer must not intentionally submit, and will use reasonable efforts to prevent Authorized Users and End Users from submitting, any Personal Data to the Grok API Service except through a ZDR-Enabled API. Customer acknowledges and agrees that: (i) when using ZDR, only Customer will retain or have access to such Personal Data; (ii) as a result, Anysphere will lack the information necessary to fulfill many obligations typically imposed on a subprocessor under a data processing agreement; and (iii) Customer is solely responsible for ensuring that all Personal Data is processed exclusively through the ZDR-Enabled API. Anysphere shall have no responsibility or liability for any processing of Personal Data that occurs outside the ZDR-Enabled API. Customer’s failure to process Personal Data exclusively through the ZDR-Enabled API as required by this Section 6.4 shall constitute a material breach of the Agreement. Customer further acknowledges and agrees that, when using a ZDR-Enabled API, Anysphere and SpaceXSI Provider will not retain any Customer Data (including Personal Data) after processing is complete. This includes any data that may be needed to respond to requests from governmental authorities, auditors, or data subjects, or for any other compliance or audit purpose. Customer is solely responsible for maintaining its own copies of any such Customer Data if retention is required.

6.5. Unless Customer enables ZDR, Customer Data and SpaceXSI Output will be deleted no later than thirty (30) days after the applicable session or interaction, except where longer retention is required by law or reasonably necessary for security, abuse prevention, or investigation of a suspected violation. Only the minimum data necessary will be retained and will be deleted when the reason for retention no longer applies. If Customer enables ZDR, Customer Data and SpaceXSI Output will be deleted upon the earlier of: (i) delivery of the response; or (ii) one (1) hour after completion of the applicable inference request. No persistent copies will thereafter be retained, except as required by applicable law. Customer is solely responsible for maintaining its own copies of any Customer Data submitted to the Grok API Service and SpaceXSI Output. Once Customer Data has been deleted (whether under standard retention or ZDR), that data cannot be recovered or produced by Anysphere or SpaceXSI Provider for any purpose, including in response to legal process. Anysphere and SpaceXSI Provider have no obligation or liability for loss, alteration, destruction, or recovery of Customer Data.

6.6. Security measures for SpaceXSI Provider infrastructure are described at https://x.ai/security.

7. Use of Grok API Service in Customer Products

7.1. If, and only if, Bundled Products are expressly authorized for Customer's account, Customer may use the Grok API Service to develop Bundled Products and make them available to End Users, provided that Customer remains responsible to Anysphere for the acts and omissions of each End User as if such acts or omissions were those of Customer.

7.2. Customer agrees to indemnify, defend, and hold harmless Anysphere and SpaceXSI Provider from and against any Losses arising out of any third-party claim relating to: (a) a Bundled Product; (b) any claim brought by an End User; (c) End User use of the Grok API Service in violation of the Agreement, these Grok API Terms, or the AUP; or (d) allegations that SpaceXSI Output infringes third-party rights or violates applicable law, to the extent the allegations would not have arisen but for the specific inputs, prompts, instructions, or modifications of Customer, its Authorized Users, or End Users.

7.3. Anysphere’s obligation under the MSA to indemnify Customer for infringement of third-party rights extends to the Grok API Service and SpaceXSI Output as part of the Service and Suggestions, subject to the limitations in the MSA. That obligation does not apply where the alleged infringement relates to Customer's combination of SpaceXSI Output with other products in a Bundled Product, to modification of SpaceXSI Output by Customer or its End Users, or to Customer’s intentional or reckless use of the Grok API Service to generate infringing SpaceXSI Output.

8. General

This Section modifies and replaces provisions in the MSA governing the subject matter covered in this Section.

8.1. Confidentiality. In accordance with the definitions, obligations and permissions pertaining to the non-disclosure, use and protection of Confidential Information as set out in the MSA, the Parties agree that:

(a) Anysphere Confidential Information includes Confidential Information of Anysphere Affiliates that Anysphere or any of its Affiliates may disclose to Customer; and

(b) Anysphere may disclose Customer Confidential Information to Anysphere Affiliates as necessary to provide services to Customer; provided that Anysphere shall remain responsible for ensuring compliance by its Affiliates with all obligations of non-disclosure and protection of Customer Confidential Information.

8.2. Governing Law, Forum Selection, Jurisdiction, and Venue. Notwithstanding any provisions of the MSA, and any dispute or claim arising out of or relating to it or the Services (including non-contractual disputes or claims) shall be governed by, and construed in accordance with, the laws of the State of Texas without regard to conflict-of-laws principles. The Parties irrevocably agree that the state and federal courts located in Wichita County, Texas shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement or the Services, and each Party hereby irrevocably submits to the exclusive jurisdiction and venue of such courts and waives any objection to such jurisdiction or venue on the grounds of inconvenient forum or otherwise. All Anysphere Affiliates shall be deemed express third-party beneficiaries of the provisions in this Section to the extent permitted by applicable law. Each Party acknowledges and agrees that any interpretation of this Agreement may not be construed against a Party by virtue of that Party having drafted the provisions.

8.3. Class Action and Jury Trial Waiver. EACH PARTY ACKNOWLEDGES AND AGREES THAT, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IT HEREBY IRREVOCABLY WAIVES (A) ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING, OR CLAIM ARISING OUT OF OR RELATING TO THE AGREEMENT OR THE SERVICES; AND (B) ANY RIGHT IT MAY HAVE TO COMMENCE, JOIN IN, OR PARTICIPATE IN (OR TO RECOVER DAMAGES OR OTHER RELIEF IN CONNECTION WITH) ANY CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION, OR OTHER REPRESENTATIVE PROCEEDING OF ANY KIND, WHETHER AS A PLAINTIFF, CLASS MEMBER, OR OTHERWISE. ANY PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICES SHALL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS, AND NO RELIEF AWARDED IN ANY SUCH PROCEEDING MAY AFFECT OTHER USERS OF THE SERVICES.

8.4. This Agreement is made solely for the benefit of the Parties and their respective permitted successors and assigns, provided, however, that all Affiliates shall be express third-party beneficiaries of this Agreement to the extent permitted by applicable law. Except as expressly provided herein, no other person or entity shall have any rights, benefits, or remedies under this Agreement, and nothing in this Agreement, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit, or remedy of any nature whatsoever. Neither Party may assign this Agreement or any of its rights or obligations hereunder without the advance written consent of the other Party, except that either Party may assign this Agreement and all of its rights and obligations hereunder without such consent to (a) an Affiliate; or (b) a successor entity in connection with a merger, reorganization, acquisition or other transfer of all or substantially all of such Party’s assets or voting securities. Any attempt to transfer or assign this Agreement except as expressly authorized under this Section will be null and void.

8.5. Survival. The following sections will survive termination or expiration of the Agreement: (a) the following sections of these Grok API Terms: Section 4 (Acceptable Use), Section 5 (SpaceXSI Output), Section 6 (Data Handling), Section 7.2, Section 7.3, and Section 8 (General); (b) any payment obligation accrued before termination or expiration; (c) any other provision of the Agreement that by its nature is intended to survive termination or expiration; and (d) any provision of the Agreement needed to interpret or enforce the provisions in clauses (a) through (c). Termination or expiration does not relieve either Party of liability for any breach that occurred before termination or expiration.