Terms of Service

1. DEFINITIONS

For purposes of these Terms, the following definitions apply:

• "Account" means your user account that allows you to access and use the Service.
• "API" means the Oxagen application programming interface, including REST endpoints and related developer documentation.
• "MCP Server" means the Model Context Protocol server Oxagen provides that allows AI agents and coding assistants to query and traverse your workspace knowledge graph.
• "Workspace" means an isolated knowledge graph environment within the Service, scoped to a Tenant, containing your ontology nodes, edges, and types.
• "Tenant" means the billing entity (individual or organization) that owns one or more Workspaces and is responsible for payment obligations.
• "Content" means any information, data, documents, graph nodes, edges, schemas, images, or other materials.
• "Your Content" means Content that you submit, upload, connect, or otherwise make available through the Service.
• "Third-Party Services" means services, applications, and platforms operated by third parties that integrate with our Service (e.g., Google, GitHub, Microsoft).
• "Credits" means the unit of consumption used to track AI inference, graph traversal, and other metered operations within the Service.
• "Enterprise Tenant" means a Tenant on an Enterprise subscription plan or governed by a separate written agreement with Oxagen.

2. ACCOUNT REGISTRATION AND SECURITY

2.1 Eligibility

You must be at least 18 years old and have the legal capacity to enter into these Terms. If you are using the Service on behalf of an organization, you must have authority to bind that organization to these Terms.

2.2 Account Creation

To use most features of the Service, you must create an Account. You agree to provide accurate, current, and complete information and to keep your Account information updated. Oxagen may reject or remove any Account at its discretion.

2.3 Account Security

You are responsible for maintaining the confidentiality of your Account credentials and API keys, and for all activities that occur under your Account. You must immediately notify us at legal@oxagen.ai of any unauthorized use of your Account or API key. Oxagen is not liable for losses arising from unauthorized use of your credentials.

2.4 One Account Per Person

Each person may maintain only one Account. Creating multiple Accounts is prohibited except where expressly permitted by us in writing. Organizations may have multiple user seats under a single Tenant; contact legal@oxagen.ai for multi-seat arrangements.

3. DESCRIPTION OF THE SERVICE

3.1 Core Functionality

Oxagen provides a typed, queryable knowledge graph ("ontology") platform that developers and organizations use as infrastructure for AI agents. Core capabilities include:

• Workspace-scoped knowledge graphs with typed nodes, edges, and schemas.
• Ingestion connectors that extract structured entities from connected data sources (email, calendar, code repositories, documents, and others).
• Semantic and structural search over the workspace graph via hybrid vector + graph traversal.
• A chat interface backed by the workspace ontology for answering questions against your connected data.
• An API and MCP server enabling programmatic and agent-driven access to workspace knowledge graphs.

3.2 Third-Party Integrations

The Service supports optional connections to Third-Party Services including Google Workspace (Gmail, Calendar, Meet, Contacts), GitHub, Microsoft Outlook, and Notion. Connecting a Third-Party Service grants Oxagen the access permissions you authorize during the OAuth flow. You represent that you have the rights to connect and share data from any Third-Party Service you link.

Oxagen is not responsible for the availability, accuracy, or conduct of Third-Party Services. Your use of Third-Party Services is governed by their respective terms of service and privacy policies. Oxagen's use of data received from Google APIs complies with the Google API Services User Data Policy, including the Limited Use requirements.

3.3 AI-Powered Features

Certain features use large language models and machine learning to generate responses, extract entities, build graph relationships, and answer questions. AI-generated outputs are not guaranteed to be accurate, complete, or current. You are responsible for evaluating and verifying any AI output before relying on it. See Section 8 (Disclaimers) for additional limitations.

3.4 MCP Server and API Access

Oxagen provides a Model Context Protocol (MCP) server and REST API that allow AI agents, coding assistants, and developer tooling to query and traverse your workspace knowledge graph programmatically. Access to the API and MCP server requires a valid API key issued through your Account. You are responsible for:

• Keeping API keys confidential and rotating them if compromised.
• All usage attributable to your API key, including usage by agents or applications you operate.
• Ensuring agent-driven operations comply with these Terms and applicable law.
• Credit consumption incurred by API and MCP server calls, regardless of whether that consumption was initiated by you or by an agent acting on your behalf.

Oxagen reserves the right to rate-limit, throttle, or suspend API and MCP server access for accounts that exceed fair-use thresholds or violate these Terms.

4. SUBSCRIPTION PLANS, CREDITS, AND BILLING

4.1 Plans

Oxagen offers subscription tiers including Free, Pro, Pro+, Ultra, Team, and Enterprise. Features, Credit allocations, and workspace limits vary by plan. Current plan details and pricing are published at oxagen.ai/pricing and may be updated with notice as described in Section 13.3.

4.2 Credits

Metered operations — including AI inference, ontology ingestion, graph traversal queries, and MCP server calls — consume Credits. Your subscription plan includes a monthly Credit allocation. Additional Credits may be purchased as top-ups. Credits:

• Reset at the start of each billing cycle; unused subscription Credits do not roll over unless your plan explicitly states otherwise.
• Are non-refundable once consumed, except as required by applicable law.
• Purchased top-up Credits do not expire for twelve (12) months from purchase.

Oxagen will make reasonable efforts to provide Credit usage visibility in the dashboard. We are not liable for unexpected Credit consumption caused by agent loops, misconfigured integrations, or third-party tooling.

4.3 Billing

Paid subscriptions are billed in advance on a monthly or annual cycle through our payment processor (Stripe). By providing payment information, you authorize Oxagen to charge the payment method on file for all fees when due. All fees are in U.S. dollars and exclusive of taxes. You are responsible for all applicable taxes.

If a payment fails, Oxagen may suspend access to paid features until outstanding amounts are resolved. Overdue accounts may be referred to collection or subject to late fees where permitted by law.

4.4 Cancellation and Refunds

You may cancel your subscription at any time from your account settings. Cancellation takes effect at the end of the current billing period; you retain access to paid features until that date. Oxagen does not provide prorated refunds for partial billing periods except where required by applicable law or as expressly offered at the time of purchase. Top-up Credit purchases are non-refundable.

4.5 Free Tier

The Free tier is provided as-is with limited Credits, workspace capacity, and feature access. Oxagen reserves the right to modify or discontinue the Free tier with thirty (30) days' notice. Free tier accounts that are inactive for more than ninety (90) days may be subject to data archival or deletion with advance notice.

5. YOUR DATA AND INTELLECTUAL PROPERTY

5.1 You Own Your Data

You retain full ownership of Your Content and all intellectual property rights therein. Oxagen does not claim ownership of any data, documents, or materials you connect to or store in the Service. Nothing in these Terms transfers any ownership rights in Your Content to Oxagen.

5.2 License to Operate the Service

You grant Oxagen a limited, non-exclusive, worldwide, royalty-free license to access, process, store, and transmit Your Content solely to: (a) provide and maintain the Service; (b) perform security monitoring and fraud prevention; (c) comply with applicable law; and (d) improve the Service as permitted under Section 5.3. This license terminates when you delete Your Content or close your Account, subject to reasonable backup and legal retention periods.

5.3 AI Model Training

Oxagen does not use Your Content to train or fine-tune AI or machine learning models without your explicit opt-in consent. Where we improve our models using aggregated or de-identified data, we ensure such data cannot reasonably be used to identify you or your organization. You may request information about how your data is used for model improvement by contacting legal@oxagen.ai.

5.4 Generated Content

AI-generated outputs produced by the Service in response to your queries ("Generated Content") are provided for your use subject to these Terms. You are responsible for how you use Generated Content. Oxagen makes no warranties about the accuracy, completeness, or fitness for purpose of Generated Content; see Section 8.3.

5.5 Aggregated Data

Oxagen may use aggregated, anonymized, and de-identified operational data (e.g., query volumes, graph traversal patterns, Credit consumption statistics) to improve the Service, publish benchmarks, and for internal analytics. Such data will not identify you or your organization.

6. ACCEPTABLE USE

You agree not to use the Service to:

• Violate any applicable law, regulation, or third-party rights, including privacy, intellectual property, and export control laws.
• Upload, transmit, or store content that is unlawful, harmful, defamatory, fraudulent, or that infringes third-party intellectual property rights.
• Attempt to gain unauthorized access to any part of the Service, other accounts, or Oxagen's infrastructure.
• Reverse engineer, decompile, disassemble, or attempt to derive source code from the Service, except as permitted by applicable law.
• Introduce malware, viruses, or other harmful code into the Service.
• Use the Service to generate, distribute, or facilitate spam, phishing, or other unsolicited communications.
• Scrape, crawl, or use automated means to extract data from the Service outside of the documented API and MCP server interfaces.
• Resell or sublicense access to the Service without Oxagen's written consent.
• Use the API or MCP server in a manner that imposes an unreasonable burden on Oxagen's infrastructure or interferes with other users' access to the Service.
• Circumvent or attempt to circumvent Credit metering, rate limits, or workspace isolation controls.

Oxagen reserves the right to investigate and take action against any suspected violation of this Section, including suspension or termination of access.

7. ADDITIONAL TERMS FOR ENTERPRISE TENANTS

7.1 Administrator Responsibilities

Enterprise Tenants designate one or more administrators who are responsible for managing user seats, workspace access controls, and organizational settings. Administrators must ensure that all users within the Tenant comply with these Terms. Oxagen may contact administrators with notices affecting the Tenant's account.

7.2 User Data Isolation

Each Workspace is isolated from other Workspaces through row-level security enforced at the database layer. Oxagen does not permit cross-workspace data access except where explicitly configured by the Tenant administrator. Enterprise Tenants on dedicated or bring-your-own-cloud (BYOC) configurations receive additional isolation guarantees specified in their Order Form or enterprise agreement.

7.3 Offboarding

Upon termination of an Enterprise subscription, Oxagen will provide a reasonable data export window (no less than thirty (30) days unless the account was terminated for cause) during which administrators may export workspace data via the API or dashboard. After the export window closes, Oxagen will securely delete workspace data per its data retention schedule.

7.4 Enterprise Agreements

Enterprise Tenants may be governed by a separate Order Form, Master Service Agreement, or other written agreement with Oxagen. In the event of a conflict between such an agreement and these Terms, the separate agreement governs for the Enterprise Tenant to the extent of the conflict. These Terms apply to all matters not addressed in the separate agreement.

7.5 Data Processing Agreement

Where Oxagen processes personal data on behalf of an Enterprise Tenant as a data processor under applicable data protection law (including the GDPR), the parties may enter into a Data Processing Agreement ("DPA"). To request a DPA, contact legal@oxagen.ai. For Enterprise Tenants in the European Economic Area, the DPA incorporates Standard Contractual Clauses as the transfer mechanism for personal data exported from the EEA.

8. DISCLAIMERS

8.1 No Financial, Tax, or Legal Advice

The Service is an ontology infrastructure platform. Nothing in the Service or its outputs constitutes financial, investment, tax, accounting, or legal advice. Generated Content should not be relied upon as a substitute for qualified professional guidance. You are solely responsible for decisions you make based on information retrieved from or generated by the Service.

8.2 As-Is Service

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, TITLE, OR UNINTERRUPTED OR ERROR-FREE OPERATION. OXAGEN DOES NOT WARRANT THAT THE SERVICE WILL MEET YOUR REQUIREMENTS OR THAT DEFECTS WILL BE CORRECTED. YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK.

8.3 AI Accuracy

AI-generated outputs, including ontology extractions, graph relationships, entity classifications, and chat responses, may contain errors, omissions, or outdated information. Oxagen does not warrant the accuracy, completeness, or reliability of any AI-generated output. You are responsible for independently verifying any output before acting on it.

8.4 Third-Party Services

Oxagen is not responsible for the availability, accuracy, security, or content of Third-Party Services. Any integration with a Third-Party Service is at your own risk. Oxagen has no liability for losses arising from Third-Party Service outages, API changes, or data quality issues.

9. LIMITATION OF LIABILITY

9.1 No Consequential Damages

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL OXAGEN OR ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS, OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING LOSS OF PROFITS, LOSS OF DATA, LOSS OF GOODWILL, BUSINESS INTERRUPTION, COST OF SUBSTITUTE GOODS OR SERVICES, OR ANY OTHER INTANGIBLE LOSS, HOWEVER CAUSED AND REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE), EVEN IF OXAGEN HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

9.2 Damage Cap

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, OXAGEN'S TOTAL CUMULATIVE LIABILITY TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE SHALL NOT EXCEED THE GREATER OF: (A) THE TOTAL FEES PAID BY YOU TO OXAGEN IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE CLAIM; OR (B) ONE HUNDRED U.S. DOLLARS ($100). THE FOREGOING LIMITATIONS APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

Some jurisdictions do not allow the exclusion or limitation of certain damages, so the above limitations may not apply to you to the extent prohibited by applicable law.

10. INDEMNIFICATION

You agree to indemnify, defend, and hold harmless Oxagen and its officers, directors, employees, agents, licensors, and service providers from and against any claims, liabilities, damages, judgments, awards, losses, costs, or expenses (including reasonable attorneys' fees) arising out of or relating to: (a) your use of the Service in violation of these Terms; (b) Your Content or the data you connect to the Service; (c) your violation of any applicable law or third-party rights; or (d) the use of the Service by agents, applications, or services operating under your API key.

11. PRIVACY AND SECURITY

11.1 Privacy Policy

Our Privacy Policy describes how we collect, use, and protect your personal data. By using the Service, you agree to the Privacy Policy, which is incorporated into these Terms by reference. In the event of a conflict between these Terms and the Privacy Policy regarding personal data, the Privacy Policy governs.

11.2 Data Security

Oxagen implements industry-standard technical and organizational security measures, including encryption at rest and in transit, access controls, and monitoring. However, no security system is impenetrable. You are responsible for securing your Account credentials and API keys. Oxagen will notify affected users of any confirmed security breach affecting personal data as required by applicable law.

11.3 Data Portability

You may export your workspace data at any time using the API or the dashboard export feature. Oxagen supports standard export formats (JSON) for ontology nodes, edges, and types. Enterprise Tenants may request additional export formats by contacting legal@oxagen.ai.

11.4 Data Retention

Oxagen retains your data for as long as your Account is active. Upon Account deletion or subscription cancellation, Oxagen will delete your workspace data within ninety (90) days unless a longer retention period is required by law or a separate enterprise agreement. Backup copies may be retained for up to thirty (30) days beyond that period before being purged.

12. TERMINATION

12.1 Termination by You

You may terminate your Account at any time by canceling your subscription and deleting your Account from the settings page, or by contacting legal@oxagen.ai. Termination does not entitle you to a refund of prepaid fees except as specified in Section 4.4.

12.2 Termination by Us

Oxagen may suspend or terminate your access to the Service at any time with or without cause. Where termination is for convenience (not for cause), Oxagen will provide at least thirty (30) days' advance notice and a prorated refund of prepaid fees for the unused period. Oxagen may terminate or suspend immediately and without notice for: (a) material breach of these Terms; (b) illegal activity; (c) fraudulent use; or (d) actions that threaten the security, integrity, or availability of the Service.

12.3 Effect of Termination

Upon termination, your right to access the Service immediately ceases. Sections 5.1 (You Own Your Data), 8 (Disclaimers), 9 (Limitation of Liability), 10 (Indemnification), 13.1 (Governing Law), 13.2 (Dispute Resolution), and any other provisions that by their nature should survive, shall survive termination. You remain liable for all fees accrued prior to termination.

13. GENERAL PROVISIONS

13.1 Governing Law

These Terms and any dispute arising out of or relating to them or the Service shall be governed by the laws of the State of California, United States, without regard to its conflict of law principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

13.2 Dispute Resolution

Informal Resolution. Before initiating formal proceedings, you agree to contact Oxagen at legal@oxagen.ai and attempt to resolve any dispute informally for at least thirty (30) days.

Binding Arbitration.If informal resolution fails, any dispute, claim, or controversy arising out of or relating to these Terms or the Service — except for claims that may be brought in small claims court and requests for injunctive or other equitable relief to protect intellectual property — shall be resolved by binding individual arbitration administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules. The arbitration shall be conducted in San Francisco, California, or by videoconference. The arbitrator's decision shall be final and binding and may be entered as a judgment in any court of competent jurisdiction.

Class Action Waiver. You and Oxagen each waive the right to a trial by jury and the right to participate in a class action, class arbitration, or representative proceeding. This waiver is a material term of these Terms; if it is found unenforceable, the entirety of the arbitration agreement shall be void.

Exception for Injunctive Relief. Either party may seek injunctive or other equitable relief in any court of competent jurisdiction to prevent irreparable harm pending the resolution of arbitration.

13.3 Modifications to Terms

Oxagen reserves the right to modify these Terms at any time. We will provide at least fourteen (14) days' advance notice of material changes by posting the updated Terms at oxagen.ai/terms and, where practicable, by emailing the address on your Account. Continued use of the Service after the effective date of changes constitutes your acceptance of the updated Terms. If you do not agree to the changes, you must stop using the Service and terminate your Account before the effective date.

13.4 Modifications to the Service

Oxagen may add, modify, or remove features of the Service at any time. For changes that materially reduce functionality available to paid subscribers, Oxagen will provide reasonable advance notice. Oxagen is not liable for any modification, suspension, or discontinuation of the Service.

13.5 Entire Agreement

These Terms (including the Privacy Policy and any applicable Order Form or enterprise agreement) constitute the entire agreement between you and Oxagen with respect to the Service and supersede all prior agreements, understandings, negotiations, and discussions, whether oral or written. In the event of a conflict between a separate enterprise agreement and these Terms, the enterprise agreement governs for the Enterprise Tenant to the extent of the conflict.

13.6 Severability

If any provision of these Terms is held invalid or unenforceable by a court of competent jurisdiction, that provision shall be limited or eliminated to the minimum extent necessary so that the remaining provisions continue in full force and effect.

13.7 No Waiver

Oxagen's failure to enforce any provision of these Terms shall not constitute a waiver of that provision or of Oxagen's right to enforce it in the future.

13.8 Assignment

You may not assign or transfer these Terms or your rights or obligations hereunder without Oxagen's prior written consent. Oxagen may assign these Terms in connection with a merger, acquisition, sale of assets, or by operation of law without your consent, provided that the assignee agrees to be bound by these Terms. These Terms bind and inure to the benefit of the parties' successors and permitted assigns.

13.9 Force Majeure

Neither party shall be liable for any failure or delay in performance due to causes beyond their reasonable control, including acts of God, war, terrorism, pandemic, natural disasters, labor disputes, government actions, internet or telecommunications outages, or other events outside the affected party's reasonable control. The affected party shall provide prompt notice and use reasonable efforts to resume performance.

14. CONTACT

For legal notices, questions about these Terms, or to request a Data Processing Agreement, contact:

Email: legal@oxagen.ai

Mail: Oxagen, Inc., Attn: Legal, 2261 Market Street STE 87168, San Francisco, CA 94114

For support or account questions, contact success@oxagen.ai.