Axari Terms of Service

1) Definitions

• "Customer Data" means data and content submitted to, stored in, or processed through the Services by or for Customer, including data accessed via connected third-party systems.
• "Output" means any responses, summaries, drafts, recommendations, or other results generated by the Services.
• "Order Form" means any ordering document, SOW, online checkout, or written commercial agreement that specifies subscription scope, fees, and terms.
• "AI Workers" means Axari's worker agents (e.g., Eve, Janice, Rhea, Sage, Chief) and any future workers offered within the Platform.

2) The Services

Axari offers an AI Chief of Staff and a task force of AI Workers designed for CISOs/CIOs and security/IT leadership. Worker roles may include: Eve (Executive Assistant), Janice (Program Manager), Rhea (Intel/GRC Manager), Sage (Strategy Analyst), and Chief (Chief of Staff/orchestrator). Features and names may evolve over time.

3) Eligibility and Access

You must be legally able to enter into a binding contract to use the Services. Customer is responsible for ensuring that its users are authorized and properly trained to use the Services.

4) Accounts, Admins, and Security Responsibilities

• Account registration. You must provide accurate information and keep it current.
• Admins. The customer may designate administrators who can manage access, permissions, configurations, and integrations.
• Credential security. The customer is responsible for safeguarding their credentials and for all activity under their accounts. Notify Axari promptly of any suspected compromise or unauthorized use.

5) Subscriptions, Trials, Fees, and Taxes

• Commercial terms. Fees, billing cadence, renewal, and scope are set forth in the applicable Order Form. If these Terms conflict with an Order Form, the Order Form controls for that conflict.
• Trials/beta. Axari may offer trials, early access, or beta features. Beta features are provided as-is, may change, and may be discontinued.
• Taxes. Fees exclude taxes; Customer is responsible for applicable taxes (except taxes on Axari's net income).

6) Customer Data and Integrations

• Customer control. Customer controls which third-party tools are connected and what data is made available to the Services through those connections.
• Authorization. By enabling integrations, Customer authorizes Axari to access and process Customer Data as necessary to provide the Services and as configured by Customer.
• Third-party terms. Third-party systems are governed by their own terms; Axari is not responsible for third-party services, including outages, data loss, or policy changes.

7) AI Outputs and Human Responsibility

• No guarantee of correctness. Output can be wrong, incomplete, or misleading. You must validate Output before relying on it, especially for decisions involving security posture, compliance, legal risk, financial impact, or incident response.
• No professional advice. Output is informational and does not constitute legal, audit, compliance, or professional advice.

8) Acceptable Use

Customer will not (and will not permit users to):

• Use the Services unlawfully or to infringe third-party rights.
• Attempt to bypass security controls, probe, scan, or test vulnerabilities without Axari's written authorization.
• Reverse engineer, decompile, or disassemble the Services except to the extent prohibited by law.
• Interfere with or disrupt the Services (including abuse of rate limits).
• Upload or transmit malware, exploit code, or harmful content.
• Use the Services to build or improve a competing product, except where prohibited by applicable law.
• Use the Services to make fully automated decisions that materially impact individuals or organizations without human review.

Axari may suspend or terminate access for violations of this section.

9) Security, Privacy, and Data Use

• Security program. Axari maintains technical and organizational measures intended to protect Customer Data, including multi-tenant isolation controls and prompt/context isolation as described in Axari's published Data Security Policy.
• Model training default. As stated in Axari's Data Security Policy, Axari does not use customer data to train foundation models by default unless the customer explicitly opts in and the use is documented and communicated.
• Policy incorporation. Customer acknowledges that Axari's privacy and security practices are further described in the Data Security Policy available on the Site (and any other posted privacy notices, if applicable).

10) Intellectual Property

• Axari IP. Axari retains all rights, title, and interest in and to the Services, including software, workflows, prompts/templates (excluding Customer Data), and improvements.
• Customer Data. Customer retains all rights in Customer Data.
• Feedback. If Customer provides suggestions or feedback, Axari may use it without obligation, restriction, or compensation.

11) Confidentiality

Each party may receive the other's non-public information ("Confidential Information"). The receiving party will protect Confidential Information using reasonable care and use it only to perform under these Terms. Confidential Information excludes information that is public through no breach, independently developed, or lawfully obtained without restriction.

12) Suspension and Termination

• Suspension. Axari may suspend access if it reasonably believes Customer's use (a) poses a security risk, (b) violates these Terms, or (c) threatens the integrity or availability of the Services.
• Termination. Either party may terminate per the Order Form. If no Order Form applies, either party may terminate for material breach not cured within 30 days of written notice.
• Effect of termination. Upon termination, Customer's right to use the Services stops. Data return/deletion will be handled as described in the Order Form and/or Axari's posted policies, as applicable.

Sections 7 (AI Outputs and Human Responsibility), 10 (Intellectual Property), 11 (Confidentiality), 13 (Disclaimers), 14 (Limitation of Liability), 15 (Indemnification), and 16 (Governing Law and Venue) shall survive termination.

13) Disclaimers

THE SERVICES AND ALL OUTPUT ARE PROVIDED "AS IS" AND "AS AVAILABLE." AXARI DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY LAW.

14) Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW:

• No indirect damages. AXARI WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOSS OF PROFITS, REVENUE, DATA, OR GOODWILL.
• Liability cap. AXARI'S TOTAL LIABILITY ARISING OUT OF OR RELATED TO THE SERVICES WILL NOT EXCEED THE AMOUNTS PAID (OR PAYABLE) BY CUSTOMER FOR THE SERVICES IN THE 12 MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

Some jurisdictions do not allow certain limitations; adjust as needed.

15) Indemnification

Customer will defend, indemnify, and hold harmless Axari from third-party claims arising from (a) Customer Data, (b) Customer's misuse of the Services, or (c) Customer's violation of law or these Terms.

16) Governing Law and Venue

• Governing law: These Terms, and any dispute, claim, or controversy arising out of or relating to these Terms or the Services, shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of law principles.
• Venue: The parties agree that any legal action or proceeding arising out of or relating to these Terms shall be brought exclusively in the state or federal courts located within the State of Delaware, and the parties hereby consent to the personal jurisdiction and venue of such courts.

17) Changes to These Terms

Axari may update these Terms from time to time. If changes are material, Axari will provide notice via the Site, Platform, or email. Continued use after the effective date of revised Terms constitutes acceptance.

18) Miscellaneous

• Assignment. Customer may not assign these Terms without Axari's written consent. Axari may assign in connection with a merger, acquisition, or sale of assets.
• Severability. If any provision is unenforceable, the remainder remains in effect.
• No waiver. Failure to enforce any provision is not a waiver.
• Entire agreement. These Terms, plus any Order Form, constitute the entire agreement for the Services.