Auxx AI

These Terms of Service ("Terms") are a binding agreement between Auxx AI, LLC, a Delaware limited liability company with its principal place of business at 5160 Gabbert Rd, Moorpark, CA 93021 ("Auxx," "we," "us," or "our"), and the person or entity that accesses or uses the Service ("Customer" or "you"). By clicking to accept, signing an Order Form that references these Terms, or accessing or using the Service, you agree to be bound by these Terms. If you do not agree, you may not access or use the Service.

Introduction & Acceptance
Definitions
The Service
Accounts & Authorized Users
Subscription, Orders & Fees
Payment & Late Payment
Cancellation & Term
Customer Data & Ownership
AI Output
Acceptable Use Policy
Third-Party Services & Integrations
Privacy & Data Protection
Security
Intellectual Property
Confidentiality
Warranties & Disclaimer
Indemnification
Limitation of Liability
Term & Termination
Beta Features
Service Modifications
Notices
DMCA & Copyright
Governing Law & Dispute Resolution
Export Controls & Sanctions
Miscellaneous
Contact Us

1. Introduction & Acceptance

These Terms, together with any Order Form, the Privacy Policy, the Data Processing Addendum (where applicable), and any documentation we make available (collectively, the "Agreement"), govern your use of the Service. You represent that you are at least 18 years old and, if you enter into this Agreement on behalf of a company or other legal entity, that you have the authority to bind that entity. The Service is intended for business use and is not offered for personal, family, or household purposes.

2. Definitions

"Service" means the auxx.Ai software-as-a-service platform, including the web application, APIs, integrations, documentation, and related services we provide.
"Customer Data" means any data, content, or other materials submitted to, uploaded to, or processed through the Service by or on behalf of Customer, including emails, tickets, customer records, and integration data.
"Authorized User" means an employee, contractor, or agent of Customer who is authorized by Customer to access and use the Service under Customer's account.
"Order Form" means any online subscription selection or signed ordering document that references these Terms and specifies the Service plan, fees, and term.
"AI Output" means any text, classification, summary, draft response, or other output generated by the Service's artificial intelligence and large language model features.
"Integration" means any third-party product or service (e.g., Gmail, Microsoft Outlook, Shopify, OpenAI, Anthropic) that Customer connects to the Service.
"Documentation" means the user guides and technical documentation we make generally available for the Service.
"Confidential Information" means non-public information disclosed by one party to the other that is identified as confidential or that a reasonable person would understand to be confidential given its nature and the circumstances of disclosure.

3. The Service

The Service is an AI-assisted customer support platform that helps businesses triage, draft, and respond to customer messages. The Service supports Integrations with email providers (including Gmail and Microsoft Outlook), commerce platforms (including Shopify), and other third-party systems. We may update, modify, or add features to the Service from time to time as described in Section 21.

4. Accounts & Authorized Users

To use the Service, you must create an account and provide accurate, current, and complete information. You are responsible for (a) maintaining the confidentiality of your account credentials, (b) all activities that occur under your account or the accounts of your Authorized Users, and (c) ensuring that each Authorized User complies with this Agreement. You must notify us promptly of any suspected unauthorized access or use. We may require multi- factor authentication or other security controls.

5. Subscription, Orders & Fees

The Service is provided on a subscription basis pursuant to an Order. Unless the Order specifies otherwise, subscriptions begin on the start date identified in the Order and automatically renew for successive terms equal to the initial term. Fees are specified in the Order and are exclusive of taxes, which are your responsibility (other than taxes on our net income).

We may change fees effective on renewal by giving you at least thirty (30) days' written notice before the end of the then-current term. Except as expressly stated in this Agreement or required by applicable law, all fees are non-refundable.

6. Payment & Late Payment

You authorize us and our payment processor to charge the payment method on file for all fees due. If a payment is not received when due, we may (a) charge interest on the overdue amount at the lesser of 1.5% per month or the maximum rate permitted by law, and (b) after reasonable notice, suspend the Service until payment is received. Continued non-payment is a material breach and grounds for termination under Section 19.

7. Cancellation & Term

You may cancel a monthly subscription at any time through the account settings; cancellation takes effect at the end of the then-current billing period, and you will retain access through that date. Annual subscriptions may be non-cancellable mid-term as specified in the Order. No refunds will be provided for partial billing periods except where required by applicable law.

8. Customer Data & Ownership

As between the parties, you own all right, title, and interest in and to Customer Data. You grant us a worldwide, non-exclusive, royalty-free license to host, store, process, transmit, display, and otherwise use Customer Data solely as necessary to provide, maintain, and improve the Service, to prevent or address technical or security issues, and as permitted by the Privacy Policy. You represent and warrant that you have all rights, consents, and authorizations necessary to provide Customer Data to us and to authorize its use in connection with the Service.

We may generate aggregated or de-identified data derived from Customer Data ("Aggregated Data") and use Aggregated Data for any lawful business purpose, including to improve the Service, provided that Aggregated Data does not identify you, any Authorized User, or any individual.

9. AI Output

The Service uses artificial intelligence and large language models to generate draft responses, summaries, classifications, and other output ("AI Output"). AI Output is probabilistic and may contain errors, inaccuracies, or content that is incomplete, offensive, or unsuitable for a given context. You acknowledge and agree that:

AI Output is provided as a starting point for your review, not as a final or verified response;
You are solely responsible for reviewing, editing, and approving AI Output before it is sent to any third party, including your end customers;
AI Output does not constitute legal, medical, financial, tax, or other professional advice;
You are solely responsible for ensuring that any message you send, including AI Output you approve, complies with all applicable laws, including CAN-SPAM, TCPA, GDPR, consumer protection laws, and industry regulations;
We do not warrant the accuracy, completeness, fitness for purpose, or non-infringement of any AI Output; and
Certain AI features rely on third-party model providers (such as OpenAI, Anthropic, or Google). Your AI Output may be processed by those providers subject to their terms and our Data Processing Addendum.

You may configure the Service to send AI Output automatically (for example, through auto-reply rules). If you do, you remain fully responsible for the content of those messages, and the disclaimers in this Section continue to apply.

10. Acceptable Use Policy

You will not, and will not permit any Authorized User or third party to:

use the Service to send unsolicited commercial messages, spam, phishing attempts, or messages that violate CAN-SPAM, TCPA, or similar laws;
use the Service to transmit content that is unlawful, defamatory, harassing, threatening, obscene, or that infringes or misappropriates the intellectual property, privacy, or other rights of any person;
upload or transmit any material that contains viruses, malware, or other harmful code;
reverse engineer, decompile, disassemble, or attempt to derive the source code or underlying models of the Service, except to the extent this restriction is prohibited by applicable law;
circumvent or attempt to circumvent any rate limits, access controls, or usage quotas;
use the Service to build or train a competing product or AI model, or to benchmark the Service for competitive purposes;
resell, sublicense, or provide the Service on a service-bureau basis to any third party unless expressly permitted in an Order;
use the Service in violation of any applicable law, regulation, or third-party terms (including the terms of any Integration); or
use the Service to process special categories of personal data (such as health information, government identifiers, or payment card data) except through features explicitly designed and authorized by us for that purpose.

We may investigate suspected violations and, without limiting our other rights, suspend or terminate access for any violation under Section 19.

11. Third-Party Services & Integrations

The Service enables you to connect Integrations. Your use of an Integration is governed by the terms and privacy policies of the applicable third party (for example, Google's Terms of Service for Gmail, Microsoft's terms for Outlook, Shopify's Partner and Merchant terms, and the terms of any AI model provider). You are responsible for complying with those terms and for maintaining your own agreements with those providers. We are not responsible for (a) the availability, accuracy, or content of any third-party service, (b) changes, suspensions, or discontinuations of any third-party API, or (c) any loss or damage caused by a third-party service. If a third party discontinues or restricts an Integration, we may modify or remove the corresponding feature of the Service without liability.

12. Privacy & Data Protection

Our collection and use of personal information in connection with the Service is described in our Privacy Policy, which is incorporated into this Agreement by reference. To the extent we process personal data subject to the GDPR, UK GDPR, or CCPA/CPRA on your behalf, we will do so as a processor (or service provider) under our Data Processing Addendum ("DPA"), which is available upon request at [email protected] and is incorporated into this Agreement when executed or when required by applicable law. You are the controller (or business) of Customer Data and are responsible for the lawful basis for its processing.

13. Security

We maintain administrative, technical, and physical safeguards designed to protect the Service and Customer Data against unauthorized access, use, disclosure, alteration, or destruction. These safeguards include encryption of data in transit and at rest, access controls, logging and monitoring, and vendor risk reviews. No system is fully secure, and we do not warrant that the Service will be free from unauthorized access. If we become aware of a security incident affecting Customer Data, we will notify you without undue delay and in accordance with applicable law and the DPA.

14. Intellectual Property

We own and retain all right, title, and interest in and to the Service, including all software, models, algorithms, interfaces, Documentation, and all improvements, modifications, and derivative works thereof, and all intellectual property rights therein. Subject to this Agreement, we grant you a limited, non-exclusive, non-transferable, non-sublicensable right during the subscription term to access and use the Service for your internal business purposes. No rights are granted except as expressly set forth in this Agreement.

If you provide suggestions, ideas, or feedback about the Service ("Feedback"), you grant us a perpetual, irrevocable, worldwide, royalty-free license to use and incorporate the Feedback into the Service and our products without any obligation to you.

15. Confidentiality

Each party will protect the other party's Confidential Information using at least the same degree of care it uses to protect its own confidential information of a similar nature (and in no event less than reasonable care), and will not use or disclose Confidential Information except as necessary to perform this Agreement. Confidential Information does not include information that (a) is or becomes publicly known without breach of this Agreement, (b) was known to the receiving party without obligation of confidence before disclosure, (c) is independently developed without use of the disclosing party's Confidential Information, or (d) is rightfully obtained from a third party without restriction. A party may disclose Confidential Information to the extent required by law, provided it gives reasonable prior notice (where permitted) and cooperates with reasonable efforts to limit the disclosure.

16. Warranties & Disclaimer

Each party represents and warrants that it has the legal authority to enter into this Agreement. We warrant that we will provide the Service in a manner that materially conforms to the Documentation. Your exclusive remedy, and our sole liability, for a breach of the foregoing warranty is, at our option, to re-perform the deficient portion of the Service or, if we are unable to do so within a reasonable period, to terminate the affected subscription and refund any prepaid, unused fees for the affected portion.

EXCEPT AS EXPRESSLY STATED IN THIS SECTION, THE SERVICE AND ALL AI OUTPUT ARE PROVIDED "AS IS" AND "AS AVAILABLE," AND WE AND OUR LICENSORS DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, OR QUIET ENJOYMENT. WITHOUT LIMITING THE FOREGOING, WE DO NOT WARRANT THAT THE SERVICE OR AI OUTPUT WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR FREE OF HARMFUL COMPONENTS, OR THAT ANY CONTENT WILL BE PRESERVED WITHOUT LOSS.

17. Indemnification

By Auxx. We will defend you against any third-party claim alleging that the Service, as provided by us and used in accordance with this Agreement, infringes a third party's U.S. patent, copyright, or registered trademark, and we will pay any damages finally awarded by a court of competent jurisdiction or agreed in settlement. The foregoing does not apply to claims arising from (a) Customer Data or any combination of the Service with data, software, or services not provided by us, (b) modifications to the Service not made by us, (c) use of the Service other than as permitted under this Agreement or the Documentation, or (d) continued use of an allegedly infringing version after we have provided a non-infringing alternative. If the Service is or, in our reasonable opinion, is likely to be enjoined, we may, at our option, (i) procure the right for you to continue using the Service, (ii) modify the Service to make it non-infringing, or (iii) terminate the affected subscription and refund any prepaid, unused fees. This paragraph states our sole liability and your exclusive remedy for third-party infringement claims.

By Customer. You will defend us, our affiliates, and our respective officers, directors, employees, and agents against any third-party claim arising from or related to (a) Customer Data, (b) your or your Authorized Users' use of the Service in violation of this Agreement (including the Acceptable Use Policy), (c) your sending of any message (including AI Output you approved), (d) your violation of any applicable law or third-party right, or (e) your breach of any agreement with a third party whose service you connected as an Integration, and you will pay any damages finally awarded or agreed in settlement.

Procedure. The indemnified party must (i) promptly notify the indemnifying party of the claim, (ii) grant the indemnifying party sole control of the defense and settlement (provided that no settlement imposes any obligation or liability on the indemnified party without its prior written consent, not unreasonably withheld), and (iii) reasonably cooperate, at the indemnifying party's expense.

18. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW:

(a) No Indirect Damages. NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, BUSINESS, GOODWILL, DATA, OR USE, ARISING OUT OF OR RELATED TO THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF A LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

(b) Aggregate Cap. EACH PARTY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY CUSTOMER TO AUXX IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

(c) Carve-Outs. The limitations in this Section do not apply to: (i) a party's indemnification obligations; (ii) breach of confidentiality obligations; (iii) Customer's breach of the Acceptable Use Policy or payment obligations; (iv) either party's gross negligence, willful misconduct, or fraud; or (v) liability that cannot be limited under applicable law.

The parties agree that the limitations in this Section are a fundamental basis of the bargain and that the fees reflect the allocation of risk they establish.

19. Term & Termination

This Agreement begins on the date you first accept it and continues until all subscriptions have expired or been terminated. Either party may terminate this Agreement or an affected Order for material breach if the other party fails to cure the breach within thirty (30) days after receiving written notice describing the breach in reasonable detail. We may suspend or terminate the Service or your account immediately and without prior notice if (a) you violate the Acceptable Use Policy, (b) you fail to pay undisputed fees that are more than fifteen (15) days overdue, (c) required by law or order of a governmental authority, or (d) you become insolvent, make an assignment for the benefit of creditors, or become the subject of bankruptcy proceedings.

On termination or expiration: (i) your right to access and use the Service ends; (ii) for thirty (30) days after termination, you may request an export of Customer Data in a commercially reasonable format, after which we may delete Customer Data from our active systems (residual backups are deleted on normal rotation); and (iii) any provision that by its nature should survive termination will survive, including Sections 6, 8, 10, 14–18, 22, 24, and 26.

20. Beta Features

We may make features available on an alpha, beta, preview, or early-access basis ("Beta Features"). Beta Features are provided "as is" for evaluation only, are not subject to any service-level commitment, may be changed or discontinued at any time, and are not recommended for production use. Our liability for Beta Features is excluded to the fullest extent permitted by law.

21. Service Modifications

We continuously improve the Service and may add, modify, or remove features at any time. We will not make a change that, taken as a whole, materially reduces the core functionality of the Service during your paid subscription term without giving you notice and a reasonable opportunity to terminate for convenience and receive a pro rata refund of prepaid, unused fees. We may modify these Terms from time to time; if a revision is material, we will provide at least thirty (30) days' advance notice by email or in-product notice before the new Terms take effect. Your continued use of the Service after the effective date constitutes acceptance.

22. Notices

Notices to you may be given by email to the address associated with your account, by in-product notice, or by posting to our website, and will be deemed given on sending. Notices to us must be sent to [email protected] and by mail to Auxx AI, LLC, 5160 Gabbert Rd, Moorpark, CA 93021. You consent to receive communications from us electronically, and you agree that electronic communications satisfy any legal requirement that a communication be in writing.

23. DMCA & Copyright

We respect intellectual property rights and expect our users to do the same. If you believe that material accessible through the Service infringes your copyright, you may submit a notice of claimed infringement to our designated agent under the Digital Millennium Copyright Act at [email protected]. Your notice must include the information required by 17 U.S.C. § 512(c)(3). We may remove or disable access to allegedly infringing material and terminate the accounts of repeat infringers in appropriate circumstances.

24. Governing Law & Dispute Resolution

This Agreement is governed by the laws of the State of California, without regard to its conflict-of-laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

Informal Resolution. Before initiating any formal proceeding, the parties will attempt to resolve the dispute through good- faith negotiations for at least thirty (30) days after written notice of the dispute.

Binding Arbitration. If the parties do not resolve the dispute, it will be finally settled by binding arbitration administered by JAMS under its Streamlined Arbitration Rules and Procedures, before a single arbitrator. The seat of arbitration will be Los Angeles, California, and the language of the arbitration will be English. Judgment on the award may be entered in any court of competent jurisdiction.

Class Action Waiver. EACH PARTY AGREES THAT ANY DISPUTE WILL BE RESOLVED ON AN INDIVIDUAL BASIS, AND THAT NEITHER PARTY MAY BRING OR PARTICIPATE IN A CLASS, COLLECTIVE, OR REPRESENTATIVE ACTION AGAINST THE OTHER. The arbitrator may not consolidate claims of more than one person or preside over any form of class or representative proceeding.

Carve-Out. Either party may seek injunctive or other equitable relief in a court of competent jurisdiction located in Ventura County, California for actual or threatened infringement, misappropriation, or violation of its intellectual property or Confidential Information. The parties consent to the exclusive jurisdiction and venue of those courts for such actions.

25. Export Controls & Sanctions

The Service is subject to U.S. export control and sanctions laws. You represent and warrant that (a) you are not located in, and will not use or export the Service to, any country or region subject to U.S. embargoes or comprehensive sanctions, and (b) you are not listed on any U.S. government list of prohibited or restricted parties, including the OFAC Specially Designated Nationals list. You will comply with all applicable export and sanctions laws in your use of the Service.

26. Miscellaneous

Entire Agreement. This Agreement (including the Privacy Policy, any applicable DPA, and any Order Form) is the entire agreement between the parties regarding the Service and supersedes all prior or contemporaneous agreements on the same subject. If there is a conflict, the order of precedence is: (1) the Order Form, (2) these Terms, (3) the Privacy Policy, (4) the Documentation.

Severability; No Waiver. If any provision is held unenforceable, it will be modified to the minimum extent necessary to make it enforceable, and the remaining provisions will remain in full force. No waiver will be effective unless in writing.

Assignment. You may not assign this Agreement, by operation of law or otherwise, without our prior written consent. We may assign this Agreement in connection with a merger, acquisition, reorganization, or sale of all or substantially all of our assets. Any attempted assignment in violation of this Section is void.

Force Majeure. Neither party will be liable for any delay or failure to perform (other than payment obligations) caused by events beyond its reasonable control, including acts of God, war, terrorism, civil unrest, labor disputes, internet or telecommunications failures, denial-of-service attacks, or failures of third-party providers.

Independent Contractors. The parties are independent contractors. This Agreement does not create any partnership, joint venture, agency, or employment relationship.

No Third-Party Beneficiaries. This Agreement is for the benefit of the parties only and creates no rights in any third party, including any end customer of Customer.

Government End Users. The Service is "commercial computer software" and "commercial computer software documentation" as those terms are used in 48 C.F.R. § 12.212 and 48 C.F.R. § 227.7202. Government end users acquire the Service with only those rights set forth in this Agreement.

Electronic Signatures. The parties agree that this Agreement and any Order may be executed electronically and that electronic signatures have the same force and effect as handwritten signatures.

27. Contact Us

If you have questions about these Terms, please contact us at:

Auxx AI, LLC
Email: [email protected]
Address: 5160 Gabbert Rd, Moorpark, CA 93021

Terms of Service

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