Terms of Service

1. Introduction and Acceptance

These Terms of Service (the "Terms") form a legally binding agreement between you and Axamy, Inc., a Delaware corporation with offices at 450 Park Avenue South, New York, NY 10016 ("Axamy," "we," "us," or "our"). They govern your access to and use of the Axamy platform, including the Axamy website at axamy.com, the Axamy application, the AI Agents, Connectors, APIs, and related products and services (collectively, the "Services").

By creating an account, clicking a button or checking a box indicating acceptance, signing an Order Form, or accessing or using the Services, you confirm that you have read, understood, and agree to be bound by (a) these Terms, (b) the Axamy AI Acceptable Use Policy at axamy.com/aup (the "AUP"), (c) the Connector and Integrations Policy at axamy.com/connectors (the "Connector Policy"), and (d) the Privacy Policy at axamy.com/privacy (the "Privacy Policy"). The AUP, Connector Policy, Privacy Policy, and any Order Form are incorporated into these Terms.

If you accept these Terms on behalf of an organization or other group, you represent that you have authority to do so, and "you" refers to both you and that organization or group. Section 4.2 contains additional representations about your authority to connect any account or system that is not solely your own.

2. About Axamy and the Services

Axamy is an AI platform for orchestrating work across a group of people. Components of the Services include:

• a Workspace where Authorized Users plan and coordinate work;
• a network of AI Agents that plan, orchestrate, execute, and communicate work, and that build or verify individual capabilities;
• Connectors that allow the Services to read information from, and take action in, third-party tools and services (each, a Connected Service) on your behalf;
• a Transformation Engine that generates individually targeted learning and capability-building sessions; and
• administrative tools, analytics, and logs.

Plans, features, and prices are described at axamy.com/pricing or in an order form, statement of work, or other written agreement signed by you and Axamy (an "Order Form"). If an Order Form signed by an authorized representative of each party conflicts with these Terms, the Order Form controls for the subject of the conflict.

3. Definitions

• "Agent" means an AI software component made available within the Services that performs actions on behalf of a User.
• "Authorized User" means an individual permitted by the Customer to access the Services under the Customer's account.
• "Connected Service" means any third-party application, service, or data source that you connect to the Services through a Connector.
• "Connector" means the integration software made available by Axamy (including via the Model Context Protocol or a Custom MCP) that connects the Services to a Connected Service.
• "Customer" means the individual or entity that contracts with Axamy for use of the Services. The Customer owns the Workspace and is responsible for the Fees.
• "Customer Data" means data and content that you, your Authorized Users, or your Workspace submit to the Services or that the Services ingest from your Connected Services, including prompts, inputs, uploads, communications, profile data, and behavioral signals associated with your Workspace. Outputs are also Customer Data.
• "End Individual" means any natural person about whom the Services process information or generate inferences, whether or not that person is an Authorized User.
• "Output" means any text, audio, video, image, code, decision, action, or other material generated, taken, or proposed by the Services in response to Customer Data.
• "Order Form" means as defined in Section 2.
• "Sensitive Data" means government-issued identifiers (such as Social Security numbers and passport numbers); financial-account, credit-card, or payment-card data; protected health information regulated under HIPAA or similar laws; biometric identifiers; precise geolocation data; data of children under thirteen (13); and special-category personal data under the EU or UK GDPR.
• "Workspace" means the Customer's tenant within the Services, including the individuals, teams, Connected Services, configurations, Agents, and data associated with it.

4. Eligibility, Accounts, and Authority

4.1 Age

You must be at least eighteen (18) years old to create an Axamy account or accept these Terms. The Services are not directed to children, and Axamy does not knowingly collect personal information from children under thirteen (13).

4.2 Authority to connect accounts and systems

If you connect a Connected Service or any account, system, or data source that is controlled by another person or entity (for example, an employer, a client, a group you administer, or any other third party), you represent and warrant that you have authority from that person or entity to connect it to the Services and to permit Axamy to process the data therein for the purposes described in these Terms, and that doing so does not violate any agreement, policy, or law that applies to you or the controlling party.

4.3 Account registration and security

You must register an account with accurate information, keep it current, and keep credentials confidential. You are responsible for all activity under your credentials, except activity caused by Axamy's breach of these Terms. Notify support@axamy.com promptly if you suspect unauthorized access.

4.4 Enterprise admin claim

An organization may claim and administer the accounts associated with its email domain by verifying control of that domain (for example, via DNS-based verification) and providing reasonable evidence of authority. Once claimed, the organization becomes the Customer for those accounts, may apply its administrative controls, and may suspend, reassign, or terminate accounts within the claimed domain. Axamy will notify affected Users of a domain claim and a reasonable transition window where practical.

5. Plans, Fees, and Billing

5.1 Plans

The Services are offered in one or more paid plans. Plan capabilities, features, and prices are stated at axamy.com/pricing or in your Order Form.

5.2 Free trials

Axamy may offer free trials of paid plans. Unless the trial terms posted at axamy.com/pricing or in your Order Form state otherwise, a free trial provides access to the features of the selected paid plan for a limited period. At the end of the trial, you may elect to continue on the paid plan you trialed, in which case the Fees for that plan begin to accrue; otherwise your access will lapse.

5.3 Subscription Fees

Paid plans are billed as a monthly or annual subscription per Authorized User, at the price stated at axamy.com/pricing or in your Order Form (the "Fees"). The number of Authorized Users in your Workspace at the start of each billing cycle determines your Fees for that cycle. You may add or remove Authorized Users at any time; changes apply to the next billing cycle unless your Order Form states otherwise.

5.4 Payment

You authorize Axamy and our payment processors to charge the payment method you provide for all Fees due. If a payment method fails, Axamy may suspend or terminate access until amounts are paid.

5.5 Taxes

Fees are exclusive of taxes, levies, and duties. You are responsible for all such amounts other than taxes on Axamy's net income.

5.6 Automatic renewal

For annual subscriptions, Axamy will send a renewal reminder to the email on your account between fifteen (15) and forty-five (45) days before each renewal. You may cancel at any time as described in Section 6.

5.7 Price changes

Axamy may change Fees for any future renewal term. We will notify you in writing (which may be by email) at least thirty (30) days before the change takes effect. The new price will not apply to a term you have already paid for. If you do not want to renew at the new price, you may cancel before the start of the new term and you will not be charged.

6. Cancellation

6.1 How to cancel

You may cancel your subscription at any time:

• for self-serve plans, through the "Billing" page of your account in a flow that takes no more steps than your original purchase, or by emailing support@axamy.com from the email address on your account; or
• for plans documented by an Order Form, by following the cancellation procedure in the Order Form.

Cancellation takes effect at the end of the then-current paid term. You will retain access through the end of the paid term, after which the subscription will not renew.

6.2 No refunds

Fees are non-refundable except where required by applicable law. Axamy may, in its discretion, issue prorated refunds when it terminates an account without cause under Section 19.2.

6.3 Chargebacks

If you dispute a charge with your card network or bank, contact us first at support@axamy.com so we can attempt to resolve it. Initiating a chargeback while you have an open balance may result in suspension. Nothing in these Terms limits your statutory chargeback rights under the Fair Credit Billing Act or similar laws.

7. License to Use the Services

7.1 Grant

Subject to your compliance with these Terms and payment of Fees, Axamy grants you and your Authorized Users a non-exclusive, non-transferable, non-sublicensable, revocable right to access and use the Services during your subscription term, solely for your internal business purposes.

7.2 Reservation of rights

Axamy and its licensors retain all right, title, and interest in and to the Services, including the Agents, Connectors, models, software, Workspace UI, designs, trademarks, and improvements to any of them. Except for the limited license in Section 7.1, no rights are granted to you by implication, estoppel, or otherwise.

8. Customer Data and Inputs

8.1 Your ownership

As between you and Axamy, you own all rights in Customer Data, including data ingested from your Connected Services and data generated within your Workspace. You grant Axamy a worldwide, royalty-free, non-exclusive license to host, copy, process, transmit, generate inferences from, and display Customer Data only as needed to (a) provide, secure, maintain, and improve the Services for you, (b) prevent or address technical, security, or abuse issues, (c) develop and improve features within your Workspace (including Agent memory, profiles, and capability models), (d) enforce these Terms, and (e) comply with law.

8.2 Customer responsibility for Customer Data

You represent and warrant that (a) you have all rights, permissions, and consents needed to submit Customer Data to the Services and to permit Axamy to process it as described, including with respect to any Connected Services; (b) Customer Data and its processing through the Services will not violate any law or third-party right; and (c) you will not submit Sensitive Data to the Services unless you have a fully executed Data Processing Addendum or Business Associate Agreement with Axamy that expressly permits it.

8.3 Removal

Axamy may remove or refuse to process Customer Data that Axamy reasonably believes violates these Terms, infringes a third party's rights, or creates risk to the Services or other users. Where practical, we will notify you first.

9. Outputs

9.1 Ownership

As between you and Axamy, and subject to the rights of third-party model providers, you own the Outputs generated for you. Axamy assigns to you whatever rights it may have in those Outputs and grants you a worldwide license to use them in any lawful manner.

9.2 Similar Outputs

Because AI systems generate responses probabilistically, similar or identical Outputs may be generated for other customers. You do not have an exclusive right in any Output, and Axamy may generate, retain, and provide similar Outputs to others. You will not assert against Axamy or any other customer any claim based on similarity of Outputs.

9.3 Accuracy and reliance

You are solely responsible for evaluating Outputs before relying on or sharing them. Do not rely on Outputs for medical, legal, financial, safety-critical, employment, or other consequential decisions about people without independent verification by a qualified human reviewer, consistent with Section 13.

10. Connectors and Connected Services

10.1 What Connectors do

Connectors allow Axamy to read information from, and take action in, Connected Services that you choose to attach to your Workspace. The Services rely on the scopes, permissions, and identity of the account you used to authenticate the Connector. The Connector Policy at axamy.com/connectors describes how the Services handle Connectors and Connected Services.

10.2 Your authority to connect

Section 4.2 applies in full. You represent that you have authority to connect each Connected Service and to permit Axamy to process the data and take the actions you direct.

10.3 Scope of authorization

By enabling a Connector, you authorize Axamy and its Agents to (a) read data from the Connected Service within the granted scopes, (b) cache and process that data within your Workspace for the purposes described in these Terms, and (c) take action in the Connected Service on your behalf when directed by you or by configurations you set (for example, sending an email, creating a task, scheduling a meeting, posting a message, or updating a document). You may revoke any Connector at any time. Revocation does not unwind actions already taken.

10.4 Third-party terms remain in effect

Each Connected Service is governed by the terms of its provider, not Axamy. You are responsible for ensuring that your use of the Services, including the actions Axamy takes on your behalf, complies with the terms, rate limits, acceptable-use policies, and applicable laws of each Connected Service. Axamy is not liable for the availability, accuracy, or terms of any Connected Service.

10.5 No re-disclosure between Connected Services

Axamy will not transmit data from one Connected Service to another Connected Service except as directed by a User in the ordinary course of using the Services. Axamy is not a data broker and does not aggregate Customer Data across customers for resale.

10.6 Sub-processors

Axamy may use sub-processors, including model providers and infrastructure providers, to deliver the Services.

11. Autonomous Agent Actions

11.1 Actions on your behalf

When you configure an Agent to act autonomously — for example, to assign work, send communications, follow up, escalate, or update records — you authorize the Agent to take those actions on your behalf and on behalf of the Workspace and the Authorized Users under your control. Actions taken by Agents are deemed taken by you for purposes of these Terms and any Connected Service's terms.

11.2 Customer responsibility for Agent outcomes

You are responsible for the configurations you set, the prompts and instructions you give, the permissions you grant, and the actions Agents take as a result. Axamy is not responsible for actions taken by Agents in accordance with your configurations or instructions, including reassignments, escalations, deletions, or communications.

11.3 Human review for consequential decisions

You will not configure or use Agents to make consequential decisions about people — including decisions in employment (hiring, discipline, termination, compensation, promotion, performance ratings), education, lending, housing, insurance, healthcare, public benefits, or law enforcement — without meaningful human review by a qualified individual and any disclosure required by law.

11.4 Records of Agent actions

If you need a record of actions Agents have taken in your Workspace or in your Connected Services, you may request it by emailing support@axamy.com.

12. Acceptable Use and Service Protections

12.1 Acceptable use

Your use of the Services is subject to the Axamy AI Acceptable Use Policy at axamy.com/aup, which is part of these Terms. Without limiting the AUP, you will not, and will not permit any Authorized User to:

• use the Services for any unlawful, fraudulent, harassing, defamatory, or harmful purpose;
• use the Services in a manner that violates the rights of any person, including intellectual-property, privacy, publicity, employment, or contract rights;
• submit Customer Data or generate Outputs that infringe a third party's intellectual property, contain malware, depict child sexual abuse material, promote terrorism or mass violence, facilitate weapons proliferation, or sexualize real individuals without their consent;
• reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, models, prompts, or trade secrets of the Services, except to the limited extent applicable law expressly permits;
• bypass, disable, or interfere with rate limits, usage limits, security features, authentication, watermarks, or access controls;
• interfere with or disrupt the Services or the systems that support them, including by uploading malicious code or generating excessive load;
• use the Services, Outputs, prompts, system prompts, Agent behavior, or telemetry to develop, train, or improve any artificial-intelligence model, dataset, or product, including by scraping, harvesting, systematically extracting, distilling, or using prompt-injection or jailbreak techniques to elicit such material;
• impersonate any person or misrepresent your affiliation with any person or organization;
• attempt to identify any individual from de-identified data, or combine de-identified data with other data in a way that would re-identify it;
• use the Services to circumvent your employer's or any third party's information-security, acceptable-use, or data-loss-prevention policies; or
• sell, resell, sublicense, rent, lease, or otherwise commercially exploit the Services except as expressly permitted by your plan or Order Form.

12.2 Service protections and abuse response

Axamy aims to provide the maximum functionality of the Services for the purposes for which they are designed, and reasonable use of the Services consistent with those purposes is not a breach of these Terms. To protect the Services and ensure equitable access for all Customers, however, Axamy may, at any time:

• impose technical, rate, or quota limits on usage that Axamy reasonably believes is abusive, excessive, disruptive, automated in a manner not contemplated by these Terms, or otherwise inconsistent with the purpose of the Services — including, for example, unusually high token or compute consumption, runaway automation loops, or activity that materially degrades performance for other Customers;
• require the Customer to modify the configurations or usage patterns causing the issue;
• suspend the affected Authorized User, Agent, or Connector for a reasonable period; or
• terminate the Customer's account for cause under Section 19.3 if the abuse is material, repeated, or continues after notice.

Axamy will apply these protections in a manner reasonably calculated to preserve the Customer's intended use of the Services.

13. Behavioral Inference and End-Individual Protections

The Services generate inferences about End Individuals based on the data submitted to or generated by the Services, including communications, tasks, capability assessments, and configurations the Customer provides. This Section governs that use, including when the Services are deployed in a workforce, educational, or similar context.

13.1 What the Services do not do

You will not configure or use the Services to perform any of the following:

• emotion recognition or inference of emotional state in workplaces or educational institutions, as those concepts are defined under the EU Artificial Intelligence Act, Regulation (EU) 2024/1689, and similar laws;
• categorization of End Individuals based on race, ethnicity, religion, political opinion, trade-union membership, sex life, sexual orientation, health condition, or other special-category data under the GDPR or comparable laws;
• biometric identification or categorization;
• social scoring based on aggregate behavioral characteristics; or
• any other use prohibited under Article 5 of the EU AI Act or the AUP.

13.2 Customer obligations when modeling other people

Where the Services process information about, or generate inferences about, any End Individual other than the Customer themselves — including employees, contractors, students, members, or other people whose work the Customer orchestrates — the Customer is responsible for compliance with applicable employment, education, privacy, and consumer-protection laws. Before any such End Individual's data is submitted to or generated by the Services, the Customer will:

• provide any notice required by applicable law, including under the New York Electronic Monitoring Law, the Illinois Biometric Information Privacy Act, the California Consumer Privacy Act, the EU and UK GDPR, the EU AI Act, and similar laws;
• obtain any consent required by applicable law;
• comply with any obligation to bargain or consult with labor representatives, where applicable;
• configure the Services consistent with the Customer's own published privacy policy; and
• designate which Connected Services and data sources are permitted.

13.3 No solely automated consequential decisions

Section 11.3 applies. The Customer will not use the Services to make decisions producing legal or similarly significant effects on an End Individual based solely on automated processing without meaningful human review and any rights of explanation or contestation required by applicable law.

13.4 Customer right to remove End Individual data

On Customer's instruction, Axamy will, within a reasonable period, delete or anonymize End Individual data held in the Customer's Workspace, subject to backup-retention practices and legal-hold obligations.

14. Privacy and Data Protection

14.1 Privacy Policy

Axamy's handling of personal information is described in the Privacy Policy at axamy.com/privacy.

14.2 Data Processing Addendum

Where Axamy processes personal data on Customer's behalf and the Customer is subject to the EU or UK GDPR, the California Consumer Privacy Act, or similar laws, the Axamy Data Processing Addendum at axamy.com/dpa (the "DPA") is incorporated into these Terms. In the event of a conflict between these Terms and the DPA regarding personal data, the DPA controls.

14.3 International transfers

The Services are hosted in the United States. If you or any End Individual is located outside the United States, you understand that Customer Data may be transferred to and processed in the United States and in other countries where Axamy or its sub-processors operate. Where required, Axamy relies on the transfer mechanisms set out in the DPA.

14.4 Security

Axamy maintains administrative, technical, and physical safeguards designed to protect Customer Data.

15. Confidentiality

"Confidential Information" means non-public information disclosed by one party (the "Discloser") to the other (the "Recipient") that is identified as confidential or that a reasonable person would understand to be confidential given its nature and the circumstances of disclosure. Customer Data is Customer's Confidential Information. The Services, models, system prompts, pricing not generally published, security architecture, and roadmaps are Axamy's Confidential Information.

The Recipient will (a) use Confidential Information only to exercise its rights and perform its obligations under these Terms, (b) protect it with at least the same degree of care it uses for its own confidential information of similar importance, and not less than a reasonable degree of care, and (c) limit access to personnel and advisors who need it and are bound by confidentiality duties at least as protective. Confidentiality obligations do not apply to information that is or becomes public without breach, was known before disclosure, is independently developed without use of Confidential Information, or is rightfully received from a third party without confidentiality restrictions. A Recipient may disclose Confidential Information as required by law and will, where legally permitted, give the Discloser reasonable advance notice.

16. Intellectual Property

16.1 Axamy IP

Axamy retains all right, title, and interest in and to the Services, the Agents, the Connectors, the underlying software and models, the trademarks and service marks ("Axamy," the Axamy logo, and related marks), and all improvements. No rights are granted to you in Axamy's intellectual property except the limited license in Section 7.1.

16.2 Feedback

If you provide suggestions, ideas, or other feedback about the Services ("Feedback"), you grant Axamy a perpetual, irrevocable, worldwide, royalty-free, sublicensable license to use the Feedback for any purpose without restriction or compensation.

16.3 Copyright complaints

Axamy respects intellectual-property rights. If you believe content on the Services infringes your copyright, send a notice complying with the Digital Millennium Copyright Act (17 U.S.C. § 512) to privacy@axamy.com. Axamy may remove material that is the subject of a valid notice and terminate accounts of repeat infringers.

17. Third-Party Services and Open Source

The Services may integrate with or rely on third-party services, models, content, or open-source components. Connected Services are governed by their providers' terms (Section 10.4). Open-source components are licensed under their respective licenses, which prevail over these Terms to the extent of any conflict for those components.

18. Beta Features

Axamy may make features available labeled "beta," "preview," "early access," or similar ("Beta Features"). Beta Features are provided "AS IS," may change, may be discontinued, and are not subject to any service-level commitment. Axamy may use information about your use of Beta Features to improve the Services.

19. Term, Suspension, and Termination

19.1 Term

These Terms apply for as long as you have an Axamy account or use the Services and survive termination for provisions that by their nature should continue (including Sections 8, 9, 11, 13, 15, 16, 20, 21, 22, 24, 26, and 30).

19.2 Termination for convenience

You may terminate by cancelling under Section 6. Axamy may terminate or stop offering a self-serve plan for convenience on at least thirty (30) days' notice and will refund any prepaid Fees for the period after termination.

19.3 Termination for cause

Either party may terminate immediately on written notice if the other materially breaches these Terms and fails to cure within thirty (30) days of written notice of the breach, or if the other becomes insolvent or subject to bankruptcy proceedings that are not dismissed within sixty (60) days. Axamy may also suspend or terminate immediately and without prior notice if Axamy reasonably believes your use of the Services creates risk to the Services, to any person, or to a third party, or violates Section 12 or 13.

19.4 Effect of termination

On termination, your right to use the Services ends. For a grace period of thirty (30) days after termination, you may request a reasonable export of Customer Data in commonly used formats. After that period, Axamy may delete Customer Data, subject to backup-retention practices and legal-hold obligations.

20. Disclaimers

Some jurisdictions do not allow the exclusion of certain warranties, so some of these exclusions may not apply to you.

21. Limitation of Liability

To the maximum extent permitted by law:

(c) The limits in (a) and (b) do not apply to (i) your payment obligations, (ii) either party's indemnification obligations, (iii) a party's breach of Section 15 (Confidentiality), (iv) a party's gross negligence, willful misconduct, or fraud, or (v) liabilities that cannot be limited by law.

Some jurisdictions do not allow the limitation or exclusion of certain damages, so some of these limits may not apply to you.

22. Indemnification

22.1 By you

You will defend, indemnify, and hold harmless Axamy and its affiliates, officers, directors, employees, and agents from and against any third-party claim, and any damages, costs, and reasonable attorneys' fees finally awarded against, or paid in settlement by, an indemnified party, arising out of (a) Customer Data, (b) your or any Authorized User's use of the Services in breach of these Terms or applicable law (including Sections 11, 12, and 13), (c) any action you direct an Agent to take in a Connected Service that violates the Connected Service's terms or applicable law, (d) any claim by an End Individual or other person arising out of your failure to provide required notices or obtain required consents under Section 13.2, or (e) your combination of Outputs with other materials in a manner that infringes third-party rights.

22.2 By Axamy (Order Form customers only)

If your subscription is documented by an Order Form that expressly references this Section 22.2, Axamy will defend you against any third-party claim alleging that your authorized use of the Services in unmodified form and in accordance with these Terms infringes the third party's U.S. patent, registered copyright, or trademark, and will pay damages and costs finally awarded against you or agreed in settlement, subject to the limits in Section 21 and excluding claims based on (i) Customer Data, (ii) modifications to the Services not made by Axamy, (iii) combination of the Services with non-Axamy items (including Connected Services), or (iv) use after Axamy notifies you to stop. As Axamy's sole liability for infringement claims, Axamy may at its option (A) procure the right to continue use, (B) modify the Services to be non-infringing, or (C) terminate the affected portion and refund prepaid Fees for the period after termination.

22.3 Procedure

The indemnified party will promptly notify the indemnifying party of the claim, allow the indemnifying party sole control of defense and settlement (provided no settlement may impose non-monetary obligations on the indemnified party without consent), and cooperate at the indemnifying party's expense.

23. Governing Law and Forum

These Terms are governed by the laws of the State of Delaware, without regard to conflict-of-laws principles. Subject to Section 24, the exclusive forum for any judicial proceeding is the state and federal courts located in the State of Delaware, and both parties consent to personal jurisdiction and venue there.

24. Dispute Resolution; Arbitration; Class-Action Waiver

24.1 Informal resolution

Before filing any claim, the parties will try in good faith to resolve it. You may send a notice describing the dispute to legal@axamy.com, and Axamy may send one to the address on your account. If the dispute is not resolved within thirty (30) days, either party may bring a claim subject to this Section 24.

24.2 Binding arbitration

The arbitration will be conducted in English in Wilmington, Delaware, unless the arbitrator determines a different location is more appropriate. The arbitrator's decision will be final and may be entered in any court of competent jurisdiction.

24.3 Class-action waiver

If a court decides that this waiver is unenforceable as to a particular claim, that claim (and only that claim) will be severed and proceed in court; all other claims will proceed in arbitration.

24.4 Exceptions

This Section 24 does not require arbitration of (a) claims that qualify for small-claims court, (b) claims seeking injunctive or equitable relief to stop unauthorized use or misuse of the Services or infringement of intellectual-property rights, or (c) disputes that applicable law prohibits from being arbitrated.

24.5 Costs

Filing and arbitrator fees will be allocated under the AAA rules then in effect. If you are an individual subscriber and the AAA rules require you to pay a fee greater than what you would pay to file the same claim in court, Axamy will pay the excess.

24.6 Right to opt out

You may opt out of this Section 24 by sending written notice to legal@axamy.com within thirty (30) days after first accepting these Terms. The notice must include your full name, the email address on your account, and a clear statement that you opt out of the arbitration agreement. Opting out will not affect any other provision.

24.7 Survival

This Section 24 survives termination of these Terms.

25. Changes to these Terms

Axamy may update these Terms from time to time. For material changes, Axamy will give you at least thirty (30) days' notice by email to the address on your account or by in-product notice. Material changes take effect at the start of the next renewal term or, for Order Form customers, only on a renewal unless the Order Form provides otherwise. If you do not agree to a material change, you may cancel before it takes effect under Section 6, and Axamy will refund any prepaid Fees for the period after cancellation. Non-material changes (such as clarifications, addresses, or AUP updates that do not materially expand restrictions) take effect when posted. Continued use of the Services after a change takes effect constitutes acceptance of the change.

26. International Users and Export Controls

The Services are controlled and operated from the United States. You are responsible for compliance with the laws of any jurisdiction from which you access or use the Services, including, where applicable, the EU AI Act, the EU and UK GDPR, the United Kingdom Online Safety Act, the Brazilian LGPD, and similar laws. The Services may be subject to U.S. export-control and economic-sanctions laws, including the Export Administration Regulations and the International Traffic in Arms Regulations. You represent that you are not located in, and not a national or resident of, any country subject to a comprehensive U.S. embargo, and that you are not on any U.S. government list of restricted parties. You will not use or export the Services in violation of any export-control or sanctions law.

27. California Resident Disclosures

If you are a California resident, the following additional disclosures apply:

(a) Automatic renewal. Your paid subscription will automatically renew as described in Section 5.6. You may cancel at any time using the methods in Section 6.1, including online through your account, without speaking to a representative.

(b) Complaint resolution. The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625 North Market Boulevard, Suite N 112, Sacramento, CA 95834, or by telephone at (800) 952-5210.

(c) Privacy rights. California residents have additional rights described in the Privacy Policy, including under the California Consumer Privacy Act and the California Privacy Rights Act.

28. Notices

Notices to you may be sent to the email address on your account or by in-product notice. Notices to Axamy must be sent to:

Notice is effective on receipt for email and three (3) business days after sending by postal mail.

29. General Provisions

29.1 Entire agreement

These Terms, the AUP, the Connector Policy, the Privacy Policy, the DPA (where applicable), and any Order Form make up the entire agreement between the parties regarding the Services and supersede all prior agreements on that subject.

29.2 Severability

If any provision is held unenforceable, the remainder of these Terms will remain in effect and the provision will be modified to the minimum extent necessary to make it enforceable.

29.3 No waiver

A party's failure to enforce a provision is not a waiver. Waivers must be in writing and signed by the party granting the waiver.

29.4 Assignment

You may not assign these Terms without Axamy's prior written consent. Axamy may assign these Terms in connection with a merger, acquisition, reorganization, or sale of all or substantially all of its assets. Any non-permitted assignment is void.

29.5 Force majeure

Neither party is liable for delay or failure to perform (other than payment) caused by events beyond its reasonable control, including acts of God, natural disasters, war, terrorism, riots, labor actions, governmental action, internet or telecommunications failure, and pandemics.

29.6 Independent contractors

The parties are independent contractors. These Terms do not create any agency, partnership, joint venture, or employment relationship.

29.7 No third-party beneficiaries

These Terms are for the benefit of the parties only.

29.8 Construction

Headings are for reference only. "Including" means "including without limitation."

29.9 Electronic communications and signatures

You consent to receive communications from Axamy electronically, and you agree that electronic signatures, acceptance, and records satisfy any legal requirement that a writing be signed or in tangible form.

30. Contact Us

For questions about these Terms or the Services:

• Support: support@axamy.com
• Privacy: privacy@axamy.com
• Legal notices: legal@axamy.com