Terms of Service
xcPEP SaaS Platform

Last Updated: November 2, 2025

1. Agreement and Acceptance

1.1 By accessing or using Advanced Structures India Pvt. Ltd. (ASI) services named xcPEP and xcPROC (together, the Services), you agree to these Terms of Service.
1.2 If you do not agree, do not use the Services.
1.3 You confirm that you have authority to bind your organization and that you are of legal age to contract.

2. Definitions

2.1 Customer Data means any data or content that you or your Authorized Users submit to the Services. Customer Data does not include xcPROC Data or ASI materials.
2.2 xcPROC Data means any data, datasets, cost information, analytics, or content provided by ASI through xcPROC. xcPROC Data is part of the Services and is owned by ASI.
2.3 Authorized Users means individuals who you permit to use the Services under your account.
2.4 License means the specific right to access and use the Services as identified in an Order Form, including limits such as seat count, features enabled, and term.

3. Service Components and Relationship of xcPEP and xcPROC

3.1 xcPEP Overview

1. xcPEP is a software platform used by companies to estimate, analyze, and optimize the manufacturing cost of parts and products.
2. Typical users are internal teams such as engineering, sourcing, and cost analysis.

3.2 Key Applications of xcPEP

1. Should costing of individual products and portfolio wide updates of input costs.
2. Competitor product benchmarking and should costing.
3. Cost driver analysis and cost reduction idea generation.

3.3 Data Ownership and Confidentiality in xcPEP

1. All data that a customer creates, imports, or generates inside xcPEP is owned by that customer.
2. Customer data in xcPEP is confidential and is used only for the customer’s internal purposes.
3. Each customer’s data in xcPEP is secure, private, and is not shared with any other organization.

3.4 xcPROC Overview

1. xcPROC is a procurement and cost input database curated by ASI’s data research team for each customer we onboard.
2. xcPROC provides verified rates and references required for real world should costing, including machine hour rates, labor hour rates, tooling, raw materials, and other supporting databases.
3. xcPROC supports xcPEP usage but xcPEP operates independently for internal should costing and cost analysis.

3.5 Data Ownership in xcPROC

1. All data inside xcPROC is sourced, researched, and owned by Advanced Structures India Private Limited.
2. A customer’s own operational data is stored and maintained in that customer’s xcPEP deployment, not in xcPROC.

3.6 Commercial Availability of xcPROC

1. xcPROC is not sold separately.
2. xcPROC is provided as a means to support xcPEP customers.

4. Provision of Services and License Types

4.1 License Grant. Subject to these Terms and timely payment of fees, ASI grants you a limited, non exclusive, non transferable right during the subscription term to access and use the Services for your internal business purposes.
4.2 Accounts. You must protect credentials, prevent account sharing, and promptly notify ASI of any unauthorized access. You are responsible for all activities under your accounts.
4.3 Acceptable Use Policy. You agree to the AUP at tos.xcpep.com/aup.
4.4 Incorporated Policies. The Support Policy, the SLA, and the DPA are incorporated by reference and are available at tos.xcpep.com. Certificates and compliance documents are available at trust.xcpep.com.
4.5 License Unit. Unless the Order Form states otherwise, Licenses are for named Authorized Users and are not shared or pooled.
4.6 License Types and Scope.

1. xcPEP Standard License. A full service license that enables all generally available xcPEP features included in your subscription plan, subject to these Terms, the Order Form, and applicable policies. This typically includes creating and editing data, running analyses and simulations, managing models and libraries, importing and exporting where enabled, and other write capable functionality.
2. xcPEP Viewer License. A read only license that permits viewing of data and analytics in xcPEP. Viewer users cannot create, edit, import, export, delete, run simulations, trigger write operations, or access application programming interfaces that modify data. If your Order Form expressly allows a specific read only export, the permitted format and limits will be stated in the Order Form.
3. Enforcement. You will provision users according to their License type and will not allow a Viewer user to perform actions reserved for a Standard License.
4. Changes. Upgrades from Viewer to Standard and additional seats will be handled through the Order Form or a written change order.

4.7 API Access and Integration

1. SI may provide application programming interfaces, webhooks, or other programmatic interfaces (APIs) as part of the Services. API access is optional and may be enabled, limited, or withdrawn by ASI as described in the applicable Order Form or documentation.
2. Customer must keep all API keys, tokens, and similar credentials confidential and is responsible for all use made through such credentials.
3. Customer may use the APIs only to support its authorized internal use of the Services and only in accordance with ASI technical documentation, published usage limits, and security requirements.
4. Customer will not use the APIs to scrape, bulk export, mirror, or create a substitute for xcPROC or any other ASI proprietary dataset, and will not use the APIs (including through AI, machine learning, or other automated tools) to analyze, infer, or reverse engineer xcPEP or xcPROC cost models, algorithms, or database structures.
5. ASI may monitor API usage and may throttle, suspend, or disable API access that threatens service stability or security, violates these Terms or the AUP, or risks ASI intellectual property.
6. On termination or expiry of the Services, Customer’s right to use the APIs ends automatically and ASI may disable all related credentials.

5. Support Services

5.1 Channels. Standard support is available by email at support@xcpep.com during business hours in IST, Monday to Friday, excluding holidays.
5.2 Emergencies. For critical service impact, ASI provides 24 by 7 emergency triage via support@xcpep.com. Security incidents should be sent to infosec@xcpep.com.
5.3 Scope. Support includes guidance on product use and triage of errors and bugs. Support does not include custom development or on site work.
5.4 Service Levels. Uptime targets and service credits are stated in the SLA at tos.xcpep.com/sla.

6. Fees, Payment, and Taxes

6.1 Fees and Invoices. Fees are stated in the applicable Order Form. Unless stated otherwise, invoices are due within the period set in the Order Form.
6.2 Taxes. Customer is responsible for all applicable taxes other than taxes on ASI income. If withholding tax applies, gross up so ASI receives the invoiced net amount.
6.3 Late Payment. Late amounts may accrue interest at 1.5 percent per month or the maximum allowed by law, whichever is lower.
6.4 Suspension. ASI may suspend the Services for overdue accounts after notice and a reasonable cure period.

7. Intellectual Property Rights

7.1 Ownership. ASI and its licensors own the Services and all related software, algorithms, databases including xcPROC Data, features, and documentation. No ownership rights transfer to Customer.
7.2 Customer Data. Customer owns Customer Data. Customer grants ASI a non exclusive, worldwide, royalty free license to host, copy, process, transmit, and display Customer Data only to provide the Services and support, and as permitted by the DPA.
7.3 Usage and Telemetry. ASI may collect de identified and aggregated usage data to operate, secure, and improve the Services.
7.4 Feedback. ASI may use feedback and suggestions without restriction or obligation.

8. Restrictions and Acceptable Use

8.1 The following are prohibited.

1. Copy, modify, translate, or create derivative works of the Services, except where ASI permits in writing.
2. Lease, rent, sell, sublicense, or provide the Services to anyone other than Authorized Users.
3. Reverse engineer, decompile, or attempt to discover source code, algorithms, data structures, or trade secrets.
4. Bypass or interfere with security, access controls, license keys, usage limits, or License type restrictions.
5. Use the Services or any output to develop, train, or improve any machine learning or artificial intelligence system.
6. Scrape, harvest, or use automated means such as bots or crawlers to extract data.
7. Remove or obscure proprietary notices.
8. Introduce malware or conduct denial of service attacks.
9. Send spam, phishing, or other unsolicited messages.
10. Violate applicable laws including export control, privacy, and intellectual property laws.
    8.2 Additional AUP rules are at tos.xcpep.com/aup. ASI may suspend or terminate accounts that violate these rules.

9. Data Privacy and Processing

9.1 DPA. Personal data processing is governed by the DPA at tos.xcpep.com/dpa.
9.2 Roles. For personal data in Customer Data, Customer is the controller and ASI is the processor. ASI processes personal data only on documented instructions to provide the Services and support, and as required by law. ASI does not sell or share personal information as defined under CCPA or CPRA.
9.3 Safeguards. ASI maintains appropriate technical and organizational measures. Certificates and related compliance documents are published at trust.xcpep.com.
9.4 Subprocessors. Customer authorizes ASI to use subprocessors subject to data protection obligations that are substantially similar to those in the DPA. A current list is available at trust.xcpep.com.
9.5 International Transfers. Where required, the DPA incorporates valid transfer tools such as EU Standard Contractual Clauses for transfers to India.
9.6 Data Subject Requests. ASI will assist Customer with requests from individuals as described in the DPA.
9.7 Deletion and Return. After termination, ASI will delete or return personal data in Customer Data as set out in Section 16 and the DPA.

10. Confidentiality

10.1 Definition. Confidential Information means non public information disclosed by a party that is identified as confidential or that should reasonably be understood as confidential. Customer Data is Confidential Information.
10.2 Use and Protection. The receiving party will use Confidential Information only for the business relationship, will share it only with personnel under confidentiality obligations with a need to know, and will protect it with at least reasonable care.
10.3 Exceptions. Confidential Information does not include information that is public without breach, independently developed without use of the discloser’s information, or rightfully received from a third party.
10.4 Required Disclosure. If required by law to disclose, the receiving party will provide notice where lawful and will cooperate to seek protective measures.
10.5 Survival. Confidentiality obligations survive three years after termination. Obligations for trade secrets, Customer Data, and personal data survive for as long as such information remains confidential or as required by law.

11. Warranties and Disclaimers

11.1 Authority. Each party represents that it has the authority to enter into and perform this Agreement.
11.2 Service Warranty. ASI warrants that the Services will materially conform to documentation and that ASI will provide the Services with reasonable skill and care. If ASI does not correct a reported material non conformity within a reasonable time, the sole remedy is termination of the affected Service with a pro rata refund of prepaid fees for the unused remainder.
11.3 Disclaimer. Except for Section 11.2, the Services are provided as is and as available. ASI disclaims all other warranties, including implied warranties of merchantability, fitness for a particular purpose, title, and non infringement. ASI does not warrant uninterrupted or error free operation.

12. No Advice and High Risk Use

12.1 Outputs from the Services, including cost estimates and analytics, are for general information. Customer should not rely solely on outputs for commercial, financial, or safety critical decisions.
12.2 The Services are not designed for high risk environments. If Customer uses them in such contexts, Customer assumes all liability.

13. Indemnification

13.1 By ASI. ASI will defend Customer against third party claims that the Services, as provided by ASI, infringe or misappropriate intellectual property rights. ASI will pay damages and costs finally awarded or agreed in settlement. ASI may procure rights, modify or replace the Services, or terminate the affected Service with a pro rata refund.
13.2 Exclusions. ASI has no liability where the claim arises from Customer Data, from use in breach of these Terms, or from combinations not provided by ASI.
13.3 By Customer. Customer will defend and indemnify ASI against third party claims arising from Customer or Authorized User breach of Section 8 or the AUP, unlawful use of the Services, or infringing or unlawful Customer Data.
13.4 Conditions. The indemnified party must give prompt notice where feasible, grant sole control of defense and settlement, and provide reasonable cooperation.

14. Limitation of Liability

14.1 Exclusion. Neither party is liable for indirect, special, incidental, consequential, punitive, or exemplary damages, including lost profits, revenue, data, business interruption, or substitution costs, even if advised of the possibility.
14.2 Cap. Each party’s aggregate liability is limited to the fees paid or payable by Customer for the Services in the twelve months before the event that gave rise to liability. If no fees were paid, ASI liability is limited to USD 100.
14.3 Exceptions. The limits do not apply to indemnification obligations, Customer’s payment obligations, or liability that cannot be limited under law.
14.4 Basis of the Bargain. The fees reflect this allocation of risk.

15. Term and Termination

15.1 Term. These Terms start when Customer first accepts them or first uses the Services and continue until all Order Form subscription terms end or these Terms are terminated as allowed below.
15.2 Renewals. There is no automatic renewal. Renewal requires a new Order Form or a written renewal signed by both parties.
15.3 Termination for Cause. Either party may terminate for a material breach that remains uncured thirty days after written notice. Non payment may result in suspension or termination after notice and a cure period. ASI may suspend immediately for AUP violations that threaten security or legality.
15.4 Effect of Termination. On termination or expiry, Customer’s right to access and use the Services ends. ASI will disable access. Customer will pay fees due through the termination date. For thirty days after termination, ASI will make Customer Data stored in the Services available for export in a standard format upon written request. After that period, ASI may delete or anonymize Customer Data, subject to legal retention duties and the DPA.
15.5 Survival. Sections that naturally survive will continue, including payment, confidentiality, indemnities, disclaimers, liability limits, and dispute resolution.

16. Governing Law and Dispute Resolution

16.1 Governing Law. Indian law governs, without regard to conflict of law rules, unless an Order Form states a different law for that transaction.
16.2 Arbitration. Except for claims for injunctive or equitable relief, disputes will be finally resolved by arbitration in English in Bangalore, India under the Indian Arbitration and Conciliation Act, 1996. The seat and venue are Bangalore, India. There will be one arbitrator. The award is final and binding. Proceedings are confidential except to enforce an award.
16.3 Individual Proceedings. Disputes will be conducted only on an individual basis and not in a class, consolidated, or representative action, to the fullest extent permitted by law.
16.4 Order Form Override. If a signed Order Form specifies a different dispute mechanism or forum for that transaction, that mechanism or forum applies for that Order Form.

17. Order of Precedence and Entire Agreement

17.1 Order of Precedence. The order is as follows.

1. A separately negotiated and signed master agreement, if any.
2. The Order Form for the specific transaction.
3. The DPA for data protection and privacy.
4. These Terms of Service.
5. The AUP at tos.xcpep.com/aup.
6. The SLA at tos.xcpep.com/sla.
7. The Support Policy at tos.xcpep.com/support.
8. The Backup and Recovery Policy published at tos.xcpep.com.
   17.2 Purchase Order Terms. Terms on a Customer purchase order or other non ASI document have no effect, even if referenced or accepted for processing.
   17.3 Entire Agreement. These Terms, the Order Form, and incorporated policies form the entire agreement for the Services and replace prior or contemporaneous agreements on the subject.

18. Changes to Services and Policies

18.1 Service Updates. ASI may make updates or changes to the Services from time to time, including to improve performance, security, or usability, or to add, change, or remove features or functions. ASI will not make changes that materially reduce the core functionality of the Services purchased under an active Order Form during the applicable subscription term.

18.2 Online Documents. Certain documents referenced in these Terms, including the Acceptable Use Policy (tos.xcpep.com/aup), the Service Level Agreement (tos.xcpep.com/sla), the Support Policy (tos.xcpep.com/support), and the Data Processing Addendum (tos.xcpep.com/dpa), are published online. ASI may update these documents to reflect new features, security practices, legal requirements, or operational improvements. Updated versions will apply from the date of publication or from the start of the next subscription term, as stated in the updated document.

18.3 Deprecation. ASI may deprecate or retire features, integrations, or programmatic interfaces (including APIs and webhooks). Where practicable, ASI will provide advance notice and a reasonable deprecation period to allow Customer to adjust its use of the Services.

18.4 Order Form Control. If an Order Form or a separately executed agreement between ASI and Customer expressly states that specified components of the Services will not be changed during the term, that statement will prevail over this Section 5 for those components only.

19. Updates to Terms

19.1 ASI may update these Terms. For material changes, ASI will provide at least fifteen days prior notice by email to the registered admin contact or by in service notice.
19.2 If Customer objects, Customer may terminate before the effective date and receive a pro rata refund of prepaid fees for the unused remainder.
19.3 Continued use after the effective date means acceptance of the updated Terms.

20. Compliance with Laws

20.1 Each party will comply with laws that apply to its activities under these Terms.
20.2 Customer will ensure that its use of the Services and Customer Data complies with export control and sanctions laws and that access is not provided to prohibited parties or embargoed countries.

21. Assignment

21.1 Customer may not assign these Terms without ASI prior written consent. ASI may assign in connection with a merger, reorganization, or sale of substantially all assets or equity. Any prohibited assignment is void. These Terms bind permitted successors and assigns.

22. Notices and Contacts

22.1 Support and commercial notices should be sent to support@xcpep.com.
22.2 Security and privacy notices, including vulnerability reports and suspected incidents, should be sent to infosec@xcpep.com.
22.3 Routine account communications may be sent by email to the address associated with the Customer account or by in service notifications.

23. Relationship of the Parties

23.1 The parties are independent contractors. These Terms do not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship. Neither party may bind the other.

24. No Waiver and Severability

24.1 A failure or delay to enforce any provision is not a waiver. Waivers must be in writing.
24.2 If any provision is held invalid or unenforceable, it will be enforced to the maximum extent permitted, and the remaining provisions will remain in full force. The parties will replace any invalid provision with a valid provision that most closely reflects the original intent.

25. Language

25.1 These Terms are in English. Any translation is for convenience only. The English version controls.

26. Force Majeure

26.1 Neither ASI nor Customer will be liable for any delay or failure to perform its obligations under these Terms if the delay or failure results from an event or circumstance beyond the reasonable control of the affected party, including acts of God, flood, epidemic or pandemic, fire, earthquake, war, terrorism, civil unrest, labour disturbances, internet or telecommunications failures, power outages, acts of government, or denial of service attacks.
26.2 The affected party will use commercially reasonable efforts to mitigate the effects of the force majeure event and to resume performance as soon as reasonably practicable.
26.3 If a force majeure event continues for more than thirty (30) days and materially affects the Services, ASI may suspend the affected portion of the Services for the duration of the event.

27. Assignment

27.1 Customer may not assign or transfer these Terms, an Order Form, or any rights or obligations under them, whether by operation of law or otherwise, without the prior written consent of ASI.
27.2 Customer may assign these Terms to an Affiliate in connection with an internal reorganization, provided that (a) the Affiliate is not a competitor of ASI, (b) Customer gives written notice to ASI, and (c) the assigning Customer remains responsible for obligations accrued before the assignment.
27.3 ASI may assign these Terms, in whole or in part, to an Affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets without the consent of Customer.
27.4 Any prohibited assignment will be void.

28. Third Party Services

28.1 The Services may enable Customer to access, integrate with, or exchange data with third party products, websites, or services. Customer’s use of any third party service is governed solely by the terms of the third party.
28.2 ASI is not responsible for, and will have no liability arising from, third party services, their security, their availability, or any disclosure, modification, or deletion of Customer Data by any third party service that Customer enables.
28.3 Customer is solely responsible for obtaining all rights necessary to send data to any third party service and for the acts and omissions of such third parties.

29. Compliance and Export Controls

29.1 Customer will use the Services in compliance with applicable laws, including import, export, and economic sanctions laws and regulations.
29.2 Customer represents that it is not listed on any government list of prohibited or restricted parties and is not located in a country or territory that is subject to comprehensive sanctions.
29.3 ASI may suspend the Services immediately if Customer’s use of the Services would cause ASI to violate applicable law or sanctions.

30. Beta or Preview Features

30.1 ASI may make certain features, models, integrations, or data sources available as beta, preview, early access, or evaluation services.
30.2 Such services are provided on an “as is” and “as available” basis, are excluded from SLA and support commitments, and may be modified or discontinued by ASI at any time.
30.3 ASI will have no liability arising from or in connection with Customer’s use of beta or preview services.