X Developer PPU Pilot Agreement

By clicking “Pay,” and purchasing credits for use on Paid Services, or by otherwise accessing or using any Licensed Material, you agree to the terms of our Agreement. Credits do not expire unless otherwise specified, and are not transferable or refundable except as required by law. A verified phone number is required to purchase Credits.

This X Developer PPU Pilot Agreement (“Agreement”) is a binding legal agreement between you (referred to in this Agreement as “you”) and X and governs your access to and use of the Licensed Material (defined below), including any Paid Services (defined below).

By accessing or using any Licensed Material (defined below), or clicking on a button to accept the terms of this Agreement or purchase credits for Paid Services, you agree to be bound by the terms of this Agreement. If you do not understand the terms herein or do not accept any part of them, then you may not use or access any Licensed Material. You may not use the Licensed Material or accept this Agreement if you are not of legal age to form a binding contract with X or if you are barred from using or receiving the Licensed Material under applicable law. To purchase and use a Paid Service you must: (i) be at least 18 years old or the age of majority as determined by the laws of the jurisdiction in which you live or (ii) have the express consent of your parent or guardian to purchase and use that Paid Service. If you are a parent or legal guardian and you allow your child (or a child that you are a guardian of) to purchase or use a Paid Service, you agree that the terms of this Agreement apply to you, you will abide by this Agreement, and you are responsible for the child’s activity on the Paid Services and for ensuring that the child also abides by the terms of this Agreement. In any case, as stated in the Who May Use the Services section of the X Terms of Service, you must be at least 13 years old to use the “Services” as defined in the X Terms of Service. If you are accepting this Agreement or using the Licensed Material on behalf of a company, organization, government, or other legal entity, you represent and warrant that you have the authority to bind such company, organization, government, or other legal entity to this Agreement, in which case the words “you” and “your” as used in this Agreement shall refer to such entity. If you do not agree to the terms of this Agreement, you may not (and you may not allow any of your personnel to) access or use the Licensed Material.

I. Definitions.

In this Agreement, the following definitions apply:

1. “Credits” means virtual units purchased by you to enable usage of Paid Services, with each API call or action deducting a specific number of Credits based on the Pricing Schedule. Credits are not refundable except as required by law, non-transferable, and do not expire unless otherwise specified.

2. “Developer Site” means X’s developer site located at https://developer.x.com

3. “Direct Message” means a private message that is sent on X Applications by one user to one or more other specific user(s) using X’s direct messaging function.

4. “Intellectual Property Rights” means all copyrights, moral rights, patent rights, trademarks, and any other intellectual property or similar rights (registered or unregistered) throughout the world.

5. “Licensed Material” means, individually or collectively, the X API and X Content.

6. “Paid Service(s)” means features or functionality of the Licensed Material that you access in exchange for deduction of credits purchased from X and deducted from your account based on your usage of calls and features as detailed on our pricing page. Unless otherwise set forth in this Agreement, all references to “Licensed Material” are intended to include the Paid Service(s).

7. “Payment Portal” means the online portal made available to you to opt-in to your use of the Licensed Material, manage credit purchases for Paid Services, manage payment methods for Paid Services, enable “Auto-Recharge” (see Section VII.F) and update account information.

8. “Services” means your services, websites, applications, and other offerings (including research) that display X Content or otherwise use the Licensed Material.

9. “Post” means a short-form text and multimedia-based message distributed via the X Applications.

10. “Pricing Schedule” means the current list of prices per API call or action, available at https://console.x.com/pricing, which X may update with notice.

11. “X” means (a) X Corp. (865 FM 1209, Building 2, Bastrop, TX 78602, USA) if your principal place of business is outside the European Union, EFTA States, and the United Kingdom; or (b) X Internet Unlimited Company (One Cumberland Place, Fenian Street, Dublin 2, D02 AX07, Ireland) if your principal place of business is in the European Union, EFTA States, or the United Kingdom.

12. “X API” means X Application Programming Interfaces (each, an “API”), Software Development Kits (each, an “SDK”), and the related tools, documentation, data, technology, code, and other materials provided by X through the Developer Site.

13. “X Applications” means X’s real-time information service, commonly referred to as “X,” which includes those services currently provided by X at its websites and X-owned, operated, or controlled mobile applications, social plug-ins, and application programming interfaces.

14. “X Content” means Posts, the unique identification number generated for each Post, X end user profile information, and any other data and information made available to you through the X API or by any other means authorized by X, and any copies and derivative works thereof.

15. “X Marks” means the X name, trademarks, and logos that X makes available to you, including via the Developer Site, solely for use in accordance with this Agreement.

16. “Users” means visitors, users, or customers of your Services.

II. X API and X Content.

A. License from X. Subject to your compliance with the terms of this Agreement and the applicable Incorporated Developer Terms (as defined below), X hereby grants you a non-exclusive, royalty free, non-transferable, non-sublicensable, and revocable license to solely:

1. Use the X API to integrate X Content into your Services or conduct analysis of the X Content, as explicitly approved by X;

2. Copy a reasonable amount of and display the X Content on and through your Services to Users, as permitted by this Agreement;

3. Modify X Content only to format it for display on your Services; and

4. Use and display X Marks to attribute X Applications as the source of the X Content, as set forth in this Agreement.

B. License to X. You hereby grant X a non-exclusive, royalty free, non-transferable, and non-sublicensable revocable license to access, index, and cache by any means, including web spiders and/or crawlers, any webpage or applications on which you display X Content using embedded Posts or embedded timelines.

C. Incorporated Terms. Your access to and use of the Licensed Material is also subject to, and you shall comply with, the following additional terms and policies (collectively, “Incorporated Developer Terms”):

1. the X Developer Policy;

2. the API Restricted Use Rules;

3. the X Rules;

4. as it relates to your display of any of the X Content, the Display Requirements;

5. as it relates to your use and display of the X Marks, the X Brand Guidelines; and

6. as it relates to taking automated actions on your account, the Automation Rules.

III. Restrictions on Use.

A. Reverse Engineering and other Restrictions. You shall not and you shall not attempt to (or allow others to): (a) reverse engineer, decompile, disassemble, or translate the X API or otherwise attempt to derive source code, trade secrets, or know-how in or underlying any X API or any portion thereof; (b) interfere with, modify, disrupt, or disable features or functionality of the X API or monitoring mechanisms of the X API; (c) use or access the Licensed Material to create or attempt to create a substitute or similar service or product to the X Applications; (d) sell, rent, lease, sublicense, distribute, redistribute, syndicate, create derivative works of, assign, or otherwise transfer or provide access to, in whole or in part, the Licensed Material to any third party except as expressly permitted in this Agreement; (e) provide use of the X API on a service bureau, rental or managed services basis, or permit other individuals or entities to create links to the X API or “frame” or “mirror” the X API on any other server, or wireless or Internet-based device, or otherwise make available to a third party any token, key, password, or other login credentials to the X API; (f) use the Licensed Material for any illegal, unauthorized, or other improper purpose; (g) use the Licensed Material to derive or obtain non-public information of individual X users; (h) interfere with or disrupt the integrity or performance of the X Applications, X API, or X Content contained therein; (i) remove or alter any proprietary notices or marks on the X Content; (j) attempt to gain unauthorized access to the X Applications, X API, X Content, or related systems or networks; (k) use the X API or X Content to fine-tune or train a foundation or frontier model; or (l) use X Content, by itself or bundled with third party data, or derivative analysis therefrom, to target or serve users with advertising outside of the X Applications.

B. Commercial Use Restrictions. If your Services are designated as ‘non-commercial,’ you shall not make Commercial Use (as defined below) of the Licensed Material. Commercial Use restrictions may not apply to officially registered non-profits or NGOs. “Commercial Use” means any use of the Licensed Material or access to the X API: (a) by or for a business (i.e. an entity whose primary purpose is to earn revenue through a product or service), or (b) as part of a product or service that is monetized (e.g., website advertising, licensing fees, in-app promotions, and sponsorships).

C. No Monitoring or Measuring. Notwithstanding anything to the contrary, you may use the following information only for non-commercial, internal purposes (e.g., to improve the functionality of the Services): (a) aggregate X Applications user metrics, such as number of active users or accounts on X Applications; (b) the responsiveness of X Applications; and (c) results, usage statistics, data, or other information (in the aggregate or otherwise) derived from analyzing, using, or regarding the performance of the X API. All such information is Confidential Information (as defined below).

D. Rate Limits. You will not attempt to exceed or circumvent limitations on access, calls or use of the X API (“Rate Limits”), or otherwise use the X API in a manner that exceeds reasonable request volume, constitutes excessive or abusive usage or does not otherwise comply with this Agreement. API calls and requests will deduct credits from your balance as specified in the Pricing Schedule available at https://console.x.com/pricing. If your credit balance is insufficient for a call, requests will be denied until your credit balance is sufficient to allow deduction for that request. If you exceed or X reasonably believes that you have attempted to circumvent Rate Limits, controls to limit use of the X APIs, or are otherwise using Licensed Material in breach of this Agreement, then your ability to use the Licensed Material may be temporarily suspended or permanently blocked. X may monitor your use of the X API to improve the Licensed Material and X Applications and to ensure your compliance with this Agreement and the Incorporated Developer Terms. You agree to comply with X’s requests for additional information in connection with your usage. X may review your use of Licensed Material at any time. X’s granting of access to the X API or allowing use of Licensed Material shall be deemed to be approval of your use or a waiver or limitation on its right to required use that is compliant with this Agreement and X’s policies. No payments made are refundable, however, X may, in its discretion, permit unused Credits to be used for use that is compliant with this Agreement.

E. Location Data. You shall not, and you shall not allow others to, aggregate, cache, or store location data and other geographic information contained in the X Content except in conjunction with the X Content to which it is attached. You may only use location data and geographic information to identify the location tagged by the X Content.

F. Use of X Marks. You shall not include any of the X Marks in your registered corporate name(s), your logos, or your service or product names. You shall not create any derivative works of the X Marks or use the X Marks in a manner that creates or reasonably implies an endorsement, sponsorship, or association with X. All use of the X Marks and all goodwill arising out of the use will inure to X’s benefit. You will not remove or alter any proprietary notices or X Marks on the Licensed Material.

G. Security. You will maintain the security of the X API and will not make available to any third party any token, key, password, or other login credentials to the X API. You will use industry standard security measures to prevent unauthorized access or use of any of the features and functionality of the X API, including access by viruses, worms, or any other harmful code or material. You shall keep X Content confidential and secure from unauthorized access by using industry-standard organizational and technical safeguards for such data, and with no less care than you use in connection with securing similar data you store. You will immediately notify X, consult and cooperate with investigations, assist with any required notices, and provide any information reasonably requested by X if you know of or suspect any breach of security or potential vulnerability related to the Licensed Material. You will promptly remedy such breach or potential vulnerability resulting from your access to the Licensed Material.

H. Digital Services Act. Notwithstanding anything to the contrary in this Agreement, to the extent you are provided access to the Licensed Material pursuant to the procedures described in Article 40 of the Digital Services Act (Regulation (EU) 2022/2065) (“DSA”), your access and use of the Licensed Material is limited solely to performing research that contributes to the detection, identification, and understanding of systemic risks in the European Union and only to the extent necessary for X to comply with its obligations under the DSA. Any such use of the Licensed Material is non-commercial as described in Section III(B) of this Agreement. You may not disclose, reproduce, license, or otherwise distribute the Licensed Material (including any derivatives thereof) that you retrieve through the X API to any person or entity outside the persons specified within your approved application unless (i) the information is disclosed to the Digital Services Coordinator or other party specifically permitted by the DSA pursuant to the “vetted researcher” status and procedures described in Article 40, or (ii) disclosure is required by law.

I. Tokens. X may limit the number of tokens that it provides to you, including but not limited to tokens that enable access and use of functionality or features on X Applications.

J. Usage Levels Under Agreement. X may, at any time, review your use of its Licensed Materials under this Agreement, and suspend or terminate your use and require you to file an application for Enterprise access (as described at developer.x.com/en) in order for X to consider your proposed continued use of Licensed Materials.

K. Prohibition on I-Framing: You shall not, under any circumstances, embed, display, or otherwise incorporate any Licensed Material, X Content, X API, or elements of the X Applications within an iframe, inline frame, or any similar embedding mechanism on your Services or any other platform. This prohibition is absolute and includes, but is not limited to, attempts to frame X Content for display, integration, or redistribution purposes. Violation of this clause may result in immediate termination of your Developer Agreement and your access to the Licensed Material (e.g., X API, X Data License, Developer Portal) as outlined in Section VII.I.

IV. Updates and Removals.

A. Updates. X may update, modify or discontinue any features or function of the Licensed Material, in whole or in part, from time to time (in each instance, an “Update”). You shall implement and use the most current version of the Licensed Material and make any changes to your Services that are required as a result of the Update, at your sole expense. Updates may adversely affect the way your Services access or communicate with the X API or display X Content. X will not be liable for damages of any sort that result from any Update.

B. Removals. If X Content is deleted, gains protected status, or is otherwise suspended, withheld, modified, or removed from the X Applications (including removal of location information), you will make all reasonable efforts to delete or modify that X Content (as applicable) as soon as possible, and in any case within twenty four (24) hours after a written request to do so by X or by an X user with regard to its X Content unless prohibited by law or regulation and with the express written permission of X.

V. Ownership, Betas, and Feedback.

A. Ownership. Except to the extent expressly stated otherwise in this Agreement, neither party will acquire any right, title, or interest in any Intellectual Property Rights owned or licensed by the other party. The Licensed Material is licensed, not sold, and X (or its licensors or X Application users, as applicable) retains and reserves all rights, including all Intellectual Property Rights, not expressly granted in this Agreement. You shall not do anything inconsistent with X’s ownership, including without limitation, challenging X’s ownership of the X Marks, challenging the validity of the licenses granted in this Agreement, or otherwise copying or exploiting the X Marks except as specifically authorized in this Agreement. If you acquire any rights in the X Marks or any confusingly similar marks, by operation of law or otherwise, you will, at no expense to X, immediately assign those rights to X.

B. Betas. X may provide you with early access to non-generally available alphas, betas, research studies, pilots, marketing services, or other programs from time to time (each, a “Beta”). Betas will be considered Confidential Information. Your participation in any Beta is at your own risk, may be subject to additional requirements, and may assist X in research, analyzing, and validating existing or prospective programs, products and/or tools.

C. Feedback. X will be free to use any feedback, comments, or suggestions you provide X related to X, the Licensed Material, Betas, or any other of X’s products or services (“Feedback”) in any way without any compensation or obligation to you or any third party and Feedback will be deemed Confidential Information. You hereby irrevocably assign to X all right, title, and interest to Feedback.

VI. Confidentiality.

You may be given access to non-public information, software, and specifications relating to the Licensed Material (“Confidential Information”). You may use Confidential Information only as necessary in exercising your rights under this Agreement. You shall not disclose Confidential Information to any third party without X’s prior written consent. You shall protect Confidential Information from unauthorized use, access, or disclosure in the same manner that you would use to protect your own confidential information of a similar nature and in no event with less than a reasonable degree of care.

VII. Term; Credit Purchase Terms; Credit Deduction; Suspension, and Termination.

A. Term. The term of this Agreement will start on the date (i) you accept the terms herein or (ii) start accessing or using any of the Licensed Material, whichever is earlier, and will continue until you stop accessing and using the Licensed Material unless terminated earlier as described below.

B. Credit Purchase Terms. Paid Services provided as part of the Licensed Material are made available through the purchase of Credits that are deducted based on your use of features, benefits, or services, including X API usage, as described on the https://console.x.com/pricing, Developer Site and the Payment Portal. If you purchase a Paid Service, you do so by first purchasing Credits in advance by paying the applicable fee upfront via the Payment Portal. Your credit balance will be updated after purchase and deducted as you use Paid Services. You must purchase additional credits as needed to enable access to Paid Services. Credit purchases are non-recurring unless you enable optional “Auto-Recharge” features detailed in Section VII.D. When you purchase credits via the Payment Portal, you expressly agree to the terms herein and authorize the charge. X may provide notifications for low balances. Prices for credits and deduction rates are subject to change from time to time as set forth in the Pricing Schedule. X will provide reasonable advance notice of any material change to prices, which notice may be provided via the Developer Site or Payment Portal. Price changes will apply to future purchases and deductions. If you do not agree with a price change, you may cease purchasing credits and using Paid Services. Credits do not expire unless otherwise specified, and are not transferable or refundable except as required by law.

C. Credit Deduction: Access to Paid Services requires sufficient credits in your account. Each API call or request or use of other feature or service specified in the Pricing Schedule will deduct credits from your balance based on the rates specified in the Pricing Schedule. Deduction rates may vary, and the Pricing Schedule is subject to change. X aims to deduct credits at the time of each call or request or use of other feature or service specified in the Pricing Schedule, and to deny Paid Services for which you have an insufficient balance. In that case, you will need to purchase additional credits to enable the Paid Service. You may not maintain a negative credit balance. It is your responsibility to monitor your credit balance to help maintain access to Paid Services.

D. Usage Disputes: If you believe there has been an error in credit deductions, you must notify X within thirty (30) days of the disputed deduction via billing support. X will investigate and, if an error is confirmed, adjust your credit balance accordingly. Adjustments are at X’s sole discretion and subject to this Agreement.

E. Payment Terms. X may offer payment options that vary by Paid Service, device, operating system, geographic location, or other factors, which may be updated from time to time. These payment options may include web payments using a third party payment processor (“Payment Processor”). When you access a Paid Service, you agree: (i) to pay the price listed for Credits, along with any additional amounts relating to applicable taxes, surcharges, credit card fees, bank fees, foreign transaction fees, foreign exchange fees, and currency fluctuations; and (ii) to abide by any applicable terms of service, privacy policies, or other legal agreements or restrictions (including additional age restrictions) imposed by the Payment Processor in connection with your use of a given payment method. The fee will be charged at the time of Credit purchase. It is your responsibility to monitor your Credit balance and make sure your banking, credit card, debit card, and/or other payment information is up to date, complete, and accurate at all times. If you make a payment for a Paid Service through a Payment Processor, X may receive information about your transaction such as when it was made, what platform you made the purchase on, and other information. X will not be liable for any errors made or delays by the Payment Processor, your bank, your credit card company, or any payment network. All payments to X are non-refundable except as otherwise expressly provided in this Agreement or as required by law.

F. Optional Auto-Recharge Feature. You may opt in to an “auto-recharge” feature via the Developer Console, authorizing X to automatically charge your saved payment method a user-selected amount between $10 and$100 when your credit balance falls below the threshold set in the auto-recharge tool (typically $5, unless otherwise indicated in the auto-recharge tool), with charges including the applicable taxes and fees for that amount as per Section VII.E; you may modify or disable this feature at any time through the Payment Portal, and by enabling it, you consent to X, via its third-party Payment Processor, charging the selected amount each time the threshold is met, though failed charges (e.g., due to an invalid payment method) will prevent credit additions. Enabling auto-recharge does not guarantee uninterrupted access to Paid Services. You remain responsible for monitoring your credit balance, regardless of notifications X may provide for low balances or auto-recharge events, and auto-recharge charges are non-refundable except as required by law.

D. Taxes and fees. All fees exclude any and all taxes and similar fees now in force, enacted, or imposed in the future on the transaction, delivery of the Licensed Material, or the delivery of the X Content including any sales, use or value added taxes, goods and services tax, consumption tax, customs duties, tariffs, or similar charges. These taxes may include but are not limited to, VAT, GST, sales tax, withholding tax, and any other applicable taxes but exclude taxes solely based on X’s net income. You are responsible for the payment of all such taxes, duties, and charges and any related penalties and interest arising from the payment of such amounts. In addition, a surcharge may be charged to recover costs associated with Digital Services Tax (“DST”) or similar jurisdiction-specific taxes or regulatory fees incurred by X in certain jurisdictions. This surcharge will appear as a separate line item on your invoice, where applicable, and will be calculated as a percentage of applicable charges as determined by X in its sole discretion. X may adjust this surcharge at any time, without prior notice, in response to increased tax or fee rates or related administrative costs. Depending on your location, X may be responsible for collecting and reporting information related to transaction taxes arising from your purchase of Paid Services. You grant X permission to provide your account and personal information to relevant tax authorities to fulfill our tax collection and reporting obligations.

E. Refunds and Cessation of Paid Services. You may cease using Paid Services at any time by not making further API calls. Unused credits are non-refundable and non-transferable, with no refunds for purchased or used credits, unless required by law. CREDIT PURCHASES ARE PREPAID, NON-REFUNDABLE (UNLESS REQUIRED BY LAW). You may request a refund for unused credits only in accordance with applicable law (e.g., withdrawal rights below). All transactions are final unless you have a right to withdraw pursuant to law, such as provided below.

1. Withdrawal Right & Refunds for Users Living in EU or UK. You have a legal right to withdraw from your credit purchase without giving any reason within 14 days from the date of purchase (“Withdrawal Period”). To exercise this right, you must inform X of your decision to withdraw before the Withdrawal Period expires by submitting a clear statement of withdrawal to billing support. If you withdraw within the Withdrawal Period and have not used any credits, X will refund the full amount paid for the credit purchase, including any applicable taxes or fees, within fourteen (14) days of receiving your withdrawal notice, using the same payment method used for the purchase, unless you expressly agree otherwise.

However, you expressly acknowledge and agree that if you use any credits during the Withdrawal Period (e.g., by making API calls or requests), you waive your right to withdraw, as the Paid Services will have begun with your prior express consent and acknowledgment that your withdrawal right is lost upon such use. If you use only a portion of your purchased credits during the Withdrawal Period and then exercise your withdrawal right, X will refund the amount corresponding to the unused credits, calculated based on the Pricing Schedule available at https://console.x.com/pricing.

2. No Withdrawal Right for Users Living in Taiwan. If you are a consumer residing in Taiwan, you may be entitled to a seven (7) day withdrawal period for credit purchases under the Consumer Protection Act, unless you have used any credits, in which case the right to withdraw is lost. To exercise this right, you must notify X within seven (7) days from the date of purchase at billing support. Refunds for unused credits will be processed in accordance with applicable law.

F. Credits Are Non-Transferable between X Accounts. Each purchase of Credits applies to a single X account, meaning that your purchase will apply solely to the account you were using when you purchased the Credits and will not apply to other accounts that you may have access to or control over. If you have or control multiple accounts and you want access to Paid Services on each account, you must purchase the needed Credits on each account individually. You may not allow others to use your X account to access any Licensed Material that such person did not order. You may not purchase Credits or use any Licensed Material if you are a person with whom U.S. persons are not permitted to have dealings pursuant to economic sanctions, including, without limitation, sanctions administered by the United States Department of the Treasury’s Office of Foreign Assets Control or any other applicable sanctions authority (“Prohibited Person”). This includes, without limitation, persons located in, a citizen of, or ordinarily resident in the following countries and regions: Cuba, Iran, the Crimea Region of Ukraine, North Korea and Syria. You represent and warrant that you are not a Prohibited Person.

G. Restrictions and Obligations. You may only purchase and use Credits and use the Licensed Material if you are legally allowed to use the Licensed Material in your country and you live in a country supported by X for the applicable Credit purchase, Paid Service or Licensed Material. X may, in its discretion, restrict the ability to access the Licensed Material or purchase Credits in certain countries. X reserves the right to modify the list of supported countries from time to time. X reserves the right to refuse sale of Credits or access to Paid Services or to cancel or discontinue the sale or use of a Paid Service or the use of any Licensed Material in its sole discretion.

H. Suspension. X may suspend your use of and access to the Licensed Material immediately without notice (a) if X reasonably believes that (i) your use of the Licensed Material would cause damage to, or an inordinate burden upon, the Licensed Material, (ii) you have violated this Agreement, (iii) you create risk or possible legal exposure for X, (iv) X’s provision of the Licensed Material to you is no longer commercially viable; (b) for prolonged inactivity; (c) if X is requested or directed to do so by any competent court of law, regulatory authority, or law enforcement agency; or (d) for failure to pay for the Paid Services. X will not be liable for damages of any sort that result from any such suspension.

I. Termination. X may terminate this Agreement for any reason at X’s sole discretion. Such early termination by X shall be effective immediately. If you violate the terms of this Agreement, X may terminate this Agreement for cause immediately upon notice to you and you will not receive a refund for any Credits. You may cancel your access to Paid Services or your use of the Licensed Material on the Developer Site. You will not be entitled to a refund of any Credits, and you will not be entitled to use of any unused Credits. Upon termination of this Agreement: (a) all licenses granted in this Agreement immediately expire and you must cease use of any Licensed Material; and (b) you shall permanently delete all Licensed Material in all forms and types of media, and copies thereof, in your possession. Upon the request of X for any reason, you will promptly (and in any event within ten (10) business days of such request) provide evidence (e.g., screenshots of deletion confirmation) of compliance with the provisions of the aforementioned subpart (b) of this Section. The parties to this Agreement will not be liable to each other for any damages resulting solely from termination of this Agreement as permitted under this Agreement.

VIII. Compliance Audit.

X or a mutually agreed upon third party agent subject to obligations of confidentiality will be entitled to inspect and audit any records related to the performance of this Agreement in your control or possession upon reasonable notice to you, and at a reasonable time during normal business hours, for the purpose of verifying compliance with this Agreement and the fees payable to X for the two (2) year period preceding the audit. X may exercise its audit right no more than once every twelve (12) months unless it has reasonable cause for noncompliance, and such audit shall not unreasonably interfere with your business activities. You will provide your full cooperation and assistance with such audit and provide access to all Licensed Material in your possession, applicable agreements, and records. Without limiting the generality of the foregoing, as part of the audit, X may request, and you agree to provide, a written report, signed by an authorized representative, listing your then-current deployment of the Licensed Material. You will pay X within thirty (30) business days after the completion of the audit the amount of any underpayment revealed by any such audit. In addition, if any such audit reveals an underpayment by you of five percent (5%) or more, then you will also reimburse X for the reasonable costs and expenses of such audit. The requirements of this Section will survive for one (1) year following the termination of this Agreement.

IX. Disclaimer.

TO THE MAXIMUM EXTENT PERMISSIBLE BY APPLICABLE LAW, THE LICENSED MATERIAL IS PROVIDED TO YOU “AS IS”, “WHERE IS”, WITH ALL FAULTS, AND X DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES OR CONDITIONS ARISING OUT OF THIS AGREEMENT, COURSE OF DEALING OR USAGE OF TRADE. X DOES NOT WARRANT THAT THE LICENSED MATERIAL OR ANY OTHER X PRODUCT OR SERVICE PROVIDED HEREUNDER WILL MEET ANY OF YOUR REQUIREMENTS OR THAT USE OF SUCH LICENSED MATERIAL OR OTHER PRODUCTS OR SERVICES WILL BE ERROR-FREE, UNINTERRUPTED, VIRUS-FREE, OR SECURE. YOU ARE RESPONSIBLE FOR YOUR USE OF THE LICENSED MATERIAL AND ANY CONTENT YOU PROVIDE. THIS DISCLAIMER OF WARRANTY MAY NOT BE VALID IN SOME JURISDICTIONS AND YOU MAY HAVE WARRANTY RIGHTS UNDER LAW WHICH MAY NOT BE WAIVED OR DISCLAIMED.

FURTHER YOU UNDERSTAND AND AGREE THAT THE PAID SERVICES ARE PROVIDED TO YOU ON AN “AS IS” AND “AS AVAILABLE” BASIS.

X. Indemnification.

You shall defend X against any and all proceedings, demands, claims, and suits (including without limitation product liability claims), and indemnify X from any and all liabilities, damages, and costs (including without limitation reasonable attorneys’ fees) to the extent arising out of (a) your use of the Licensed Material in any manner that is inconsistent with this Agreement or (b) the performance, promotion, sale, or distribution of your Services. If X seeks indemnification or defense from you under this Section, X will promptly notify you in writing of the claim(s) brought against X for which it seeks indemnification or defense. X may assume full control of the defense of claims with legal counsel of its choice. You shall not enter into any third-party agreement that would affect the rights of X, constitute an admission of fault by X, or bind X in any manner without the prior written consent of X. If X assumes control of the defense of such claim, X shall not settle any such claim requiring payment from you without your prior written approval.

XI. Limitation of Liability.

IN NO EVENT WILL X BE LIABLE TO YOU OR ANY USERS FOR ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES OR ANY LOSS OF OR DAMAGE TO USE, DATA, BUSINESS, GOODWILL OR PROFITS ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT. IN ANY CASE, X’S AGGREGATE LIABILITY FOR ANY AND ALL CLAIMS UNDER THIS AGREEMENT WILL NOT EXCEED FIFTY DOLLARS ($50.00). THE FOREGOING LIMITATIONS, EXCLUSIONS AND DISCLAIMERS SHALL APPLY REGARDLESS OF WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED UPON CONTRACT, WARRANTY, TORT, STRICT LIABILITY OR OTHERWISE, AND WHETHER OR NOT X HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. IF APPLICABLE LAW PROHIBITS ANY LIMITATION ON LIABILITY HEREIN, THE PARTIES AGREE THAT THE LIMITATION WILL BE DEEMED TO HAVE BEEN MODIFIED TO CONFORM TO APPLICABLE LAW. THE PARTIES AGREE THAT THE LIMITATIONS ON LIABILITIES SET FORTH HEREIN ARE AGREED ALLOCATIONS OF RISK AND SUCH LIMITATIONS WILL APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

XII. Agreement Updates.

X may update or amend this Agreement or any of the Incorporated Developer Terms from time to time. You will check the Developer Site regularly for updates. X will alert you of material revisions to these terms by posting the updated terms on these sites, via a service notification, or by other suitable means (e.g., via email to an email address associated with your account). The changes will not be retroactive and the most current version of this Agreement, available at the Developer Site, will govern your access to and use of the Licensed Material and any corresponding transactions. Your continued access or use of the Licensed Material will constitute binding acceptance of such updates and modifications.

XIII. Dispute Resolution and Class Action Waiver.

A. THIS SECTION APPLIES TO YOU ONLY IF YOU LIVE OUTSIDE THE EUROPEAN UNION, EFTA STATES, OR THE UNITED KINGDOM, INCLUDING IF YOU LIVE IN THE UNITED STATES. PLEASE READ THIS SECTION CAREFULLY – IT MAY SIGNIFICANTLY AFFECT YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT.

1. Choice of Law and Forum Selection. The laws of the State of Texas, excluding its choice of law provisions, will govern this Agreement and any dispute that arises between you and X, notwithstanding any other agreement between the parties to the contrary. All disputes related to this Agreement, including any disputes, claims, or controversies arising out of or relating to this Agreement, the marketing of the Licensed Material, and/or your participation in the Licensed Material will be brought exclusively in the U.S. District Court for the Northern District of Texas or state courts located in Tarrant County, Texas, United States, and you consent to personal jurisdiction in those forums and waive any objection as to inconvenient forum. Without prejudice to the foregoing, you agree that, in its sole discretion, X may bring any claim, cause of action, or dispute it has against you in any competent court in the country in which you reside that has jurisdiction and venue over the claim.

If you are a federal, state, or local government entity in the United States using the Licensed Material in your official capacity and legally unable to accept the controlling law, jurisdiction, or venue clauses above, then those clauses do not apply to you. For such U.S. federal government entities, this Agreement and any action related thereto will be governed by the laws of the United States of America (without reference to conflict of laws) and, in the absence of federal law and to the extent permitted under federal law, the laws of the State of Texas (excluding choice of law).

2. YOU HAVE ONE YEAR TO BRING A CLAIM AGAINST X. You must bring any claim against X arising out of or related to this Agreement within one (1) year after the date of the occurrence of the event or facts giving rise to the dispute unless applicable law provides that the normal statute of limitations for that claim may not be shortened by agreement. If you do not bring a claim within this period, you forever waive the right to pursue any claim or cause of action, of any kind or character, based on such events or facts, and such claims or causes of action are permanently banned and X will have no liability with respect to such claim.

3. Class Action Waiver. To the extent permitted by law, you also waive the right to participate as a plaintiff or class member in any purported class action, collective action, or representative action proceeding.

4. Changes to this Section. This Dispute Resolution Section survives the end of the relationship between you and X, including cancellation of or unsubscribing from any services or communications provided by X.

5. Injunctive Relief. Notwithstanding the foregoing, you agree that money damages would be an inadequate remedy for X in the event of a breach or threatened breach of this Agreement protecting X’s intellectual property or Confidential Information, and that in the event of such a breach or threat, X, in addition to any other remedies to which it is entitled, is entitled to preliminary or injunctive relief (including an order prohibiting you from taking actions in breach of such provisions), without the need for posting bond, and specific performance as may be appropriate. The parties agree that neither the United Nations Convention on Contracts for the International Sale of Goods nor the Uniform Computer Information Transaction Act shall apply to this Agreement, regardless of the states in which the parties do business or are incorporated. No waiver by X of any covenant or right under this Agreement will be effective unless memorialized in a writing authorized by X.

B. THIS SECTION APPLIES TO YOU ONLY IF YOU LIVE IN THE EUROPEAN UNION, EFTA STATES, OR THE UNITED KINGDOM. PLEASE READ THIS SECTION CAREFULLY – IT MAY SIGNIFICANTLY AFFECT YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT.

1. Choice of Law and Forum Selection. To the extent permitted by law, all disputes related to this Agreement, including any disputes, claims, or controversies arising out of or relating to this Agreement, the marketing of the Licensed Material, and/or your participation in the Licensed Material, will be brought exclusively before a competent court in Ireland without regard to conflict of law provisions and will be governed by Irish law, notwithstanding any agreement between the parties to the contrary. Without prejudice to the foregoing, you agree that, in its sole discretion, X may bring any claim, cause of action, or dispute it has against you in any competent court in the country in which you reside that has jurisdiction and venue over the claim.

2. YOU HAVE ONE YEAR TO BRING A CLAIM AGAINST X. You must bring any claim against X arising out of or related to this Agreement within one (1) year after the date of the occurrence of the event or facts giving rise to the dispute unless applicable law provides that the normal statute of limitations for that claim may not be shortened by agreement. If you do not bring a claim within this period, you forever waive the right to pursue any claim or cause of action, of any kind or character, based on such events or facts, and such claims or causes of action are permanently banned, and X will have no liability with respect to such claim.

3. Class Action Waiver. To the extent permitted by law, you also waive the right to participate as a plaintiff or class member in any purported class action, collective action, or representative action proceeding.

4. Changes to this Section. This Dispute Resolution section survives the end of the relationship between you and X, including cancellation of or unsubscribing from any services or communications provided by X.

5. Injunctive Relief. Notwithstanding the foregoing, you agree that money damages would be an inadequate remedy for X in the event of a breach or threatened breach of this Agreement protecting X’s intellectual property or Confidential Information, and that in the event of such a breach or threat, X, in addition to any other remedies to which it is entitled (including money damages), is entitled to such preliminary or injunctive relief (including an order prohibiting you from taking actions in breach of such provisions), without the need for posting bond, and specific performance as may be appropriate. The parties agree that neither the United Nations Convention on Contracts for the International Sale of Goods nor the Uniform Computer Information Transaction Act shall apply to this Agreement regardless of the states in which the parties do business or are incorporated. No waiver by X of any covenant or right under this Agreement will be effective unless memorialized in a writing authorized by X.

XIV. Miscellaneous.

A. Assignment. You shall not assign any of the rights or obligations granted hereunder, in whole or in part, whether voluntarily or by operation of law, contract, merger (whether you are the surviving or disappearing entity), stock or asset sale, consolidation, dissolution, through government action, or otherwise, except with the prior written consent of X. X is authorized to sign modifications and consents for X Internet Unlimited Company, an Irish company responsible for the information of X users who live outside the United States. Any attempted assignment in violation of this Section will be null and void and X may terminate this Agreement.

B. User Protection. Unless explicitly approved by X in writing, you shall not use, or knowingly display, distribute, or otherwise make X Content, or information derived from X Content, available for purpose of: (a) conducting or providing surveillance or gathering intelligence, including but not limited to investigating or tracking X users or X Content; (b) conducting or providing analysis or research for any unlawful or discriminatory purpose or in a manner that would be inconsistent with X users’ reasonable expectations of privacy; (c) monitoring sensitive events (including but not limited to protests, rallies, or community organizing meetings); or (d) targeting, segmenting, or profiling individuals based on sensitive personal information, including their health (e.g., pregnancy), negative financial status or condition, political affiliation or beliefs, racial or ethnic origin, religious or philosophical affiliation or beliefs, sex life or sexual orientation, trade union membership, X Content relating to any alleged or actual commission of a crime, or any other sensitive categories of personal information prohibited by law.

C. Government Use. If you display, distribute, or otherwise make available any X Content to Users that are, or that act on behalf of, any government-related entity (each a “Government End User”); (a) you must apply for (or already subscribe to) an Enterprise plan (as described at developer.x.com/en); (b) you shall identify all such Government End Users when submitting your use case for review to X; and (c) you shall thereafter notify X in writing of any new Government End Users or any new use cases with existing Government End Users before the Services display, distribute, or otherwise make available any X Content to a Government End User or for any new use case. X may prohibit you from making X Content available to any Government End User. You shall not use, or knowingly display, distribute, or otherwise make X Content, or information derived from X Content, available to any Government End User whose primary function or mission includes conducting surveillance or gathering intelligence. If law enforcement requests information about X or its users for purposes of an ongoing investigation, you may refer them to X’s Guidelines for Law Enforcement located at https://help.x.com/rules-and-policies/x-law-enforcement-support. The X API and X Content are “commercial items” as that term is defined at 48 C.F.R. 2.101, consisting of “commercial computer software” and “commercial computer software documentation” as such terms are used in 48 C.F.R. 12.212. Any use, modification, derivative, reproduction, release, performance, display, disclosure, or distribution of the X API or X Content by any government entity is prohibited except as expressly permitted by the terms of this Agreement. Additionally, any use by U.S. government entities must be in accordance with 48 C.F.R. 12.212 and 48 C.F.R. 227.7202-1 through 227.7202-4. If you use the X API or X Content in your official capacity as an employee or representative of a U.S. state or local government entity and you are legally unable to accept the indemnity, jurisdiction, venue, or other clauses herein, then those clauses do not apply to such entity to the extent required by law. Contractor/manufacturer is X Corp., 865 FM 1209, Building 2, Bastrop, TX 78602, USA.

D. Compliance with Laws; Export and Import. Each party will comply with all applicable foreign, federal, state, and local laws, rules and regulations, including without limitation all laws relating to bribery and/or corruption. The Licensed Material is subject to U.S. export laws and may be subject to import and use laws of the country where it is delivered or used. You shall abide by these laws. Under these laws, the Licensed Material may not be sold, leased, downloaded, moved, exported, re-exported, or transferred across borders without a license, or approval from the relevant government authority, to any country or to any foreign national restricted by these laws, including countries embargoed by the U.S. Government (currently Cuba, Iran, North Korea, Northern Sudan and Syria), to any restricted or denied end-user, including but not limited to any person or entity prohibited by the U.S. Office of Foreign Assets Control, or for any restricted end-use. You shall maintain all rights and licenses that are required for your Services.

E. Data Protection Addendum. Each party shall comply with the X Controller-to-Controller Data Protection Addendum located at https://gdpr.x.com/controller-to-controller-transfers.html, which may be updated by X from time to time.

F. Survival. Sections III (Restrictions on Use), V (Ownership and Feedback), VI (Confidentiality), VII(I) (Termination), VIII (Compliance Audit), IX (Warranty Disclaimer), X (Indemnification), XI (Limitation of Liability), XIII (Dispute Resolution and Class Action Waiver); and XIV (Miscellaneous) of this Agreement will survive the termination of this Agreement.

G. Entire Agreement. This Agreement constitutes the entire understanding of the parties regarding the subject matter of this Agreement and supersedes all other agreements between the parties related to the subject matter, whether written or oral. If any provision of this Agreement is held by a court of law to be unenforceable, the remaining provisions of the Agreement will remain in effect. No waiver under this Agreement will be effective unless it is in writing and signed by the party granting the waiver. A waiver granted on one occasion will not operate as a waiver on other occasions. This Agreement does not create or imply any partnership, agency or joint venture.

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