AnnexusX™ Terms & Conditions
Effective Date: September 5, 2026
Last Updated: September 5, 2026
Version: 1.0
ARTICLE 1
Acceptance of Terms
These Terms & Conditions ("Terms") constitute a legally binding contract between you ("User," "you," or "your") and Purpura Quadrum, LLC ("Company"), the owner and operator of AnnexusX™.
These Terms govern the creation of your Account and your access to and use of the Services made available through AnnexusX™.
By creating an Account or using the Services, you acknowledge that you have read, understood, and agree to be bound by these Terms.
If you do not agree to these Terms, you must not create an Account or use the Services.
You further represent that you possess the legal capacity to enter into this contract under the laws applicable to your jurisdiction.
Changes to These Terms
Changes to these Terms are governed by the Amendments provisions in Article 17. If you do not agree to revised Terms, you must discontinue use of the Services before the revisions become effective.
Related Policies
Your use of the Services is also subject to the following policies and notices, which are incorporated into these Terms by reference where applicable:
- the Privacy & Data Policy;
the Service Notices; and
the Intellectual Property Notice.
The Company also publishes additional informational disclosures relating to the Services, including:
- the Service Providers and Subprocessors Disclosure; and
- the Accessibility Statement.
The Service Providers and Subprocessors Disclosure and Accessibility Statement describe the Company's current practices and commitments but are not independently incorporated into these Terms except where expressly stated or required by applicable law.
Order of Precedence
If a conflict or inconsistency exists between these Terms and another policy or notice published by the Company, these Terms govern, except that:
- the Privacy & Data Policy governs with respect to the Company's processing of personal information; and
- Service-specific terms expressly identified by the Company as modifying or supplementing these Terms govern with respect to the specific Service or Product Feature they address.
ARTICLE 2
Definitions and Interpretation
For purposes of these Terms, the following definitions apply.
Account
"Account" means the registered User profile established to access and use the Services.
AnnexusX™
"AnnexusX™" means the Company's digital platform, including all associated software, applications, Services, integrations, updates, communications, and Product Features made available by the Company.
Throughout these Terms, AnnexusX™ may also be referred to as "AX." References to "AX" are provided solely as an abbreviated reference to AnnexusX™.
Company
"Company" means Purpura Quadrum, LLC, together with its successors and permitted assigns.
Company Communications
"Company Communications" means notices, announcements, Service updates, policy changes, support communications, billing communications, legal notices, or other information provided by the Company through the Services or, when reasonably necessary, through contact information associated with an Account.
Company Materials
"Company Materials" means all software, source code, documentation, interfaces, designs, branding, trademarks, service marks, logos, visual elements, written materials, Product Features, videos, training materials, Public Resources, and all other intellectual property owned by or licensed to the Company.
Product Features
"Product Features" means any functionality, capability, feature, tool, interface, workflow, process, or other operational component made available through the Services, whether existing now or introduced in the future.
Public Resources
"Public Resources" means informational resources made publicly available by the Company that do not require an Account, including websites, documentation, status pages, announcements, videos, blog articles, marketing materials, and similar informational content.
Public Resources are provided for informational purposes and do not constitute the Services unless expressly identified by the Company.
Services
"Services" means the functionality, capabilities, software, applications, communications, Product Features, and related experiences made available by the Company through AnnexusX™.
Subscription
"Subscription" means a paid or unpaid authorization permitting access to some or all of the Services under an applicable plan.
Third-Party Services
"Third-Party Services" means products, software, platforms, or Services owned or operated by organizations other than the Company that may authenticate Users, exchange information with, or otherwise interact with the Services.
User
"User" means an individual who creates an Account or uses the Services.
User Content
"User Content" means any information, files, communications, documents, data, prompts, instructions, or other material submitted, created, synchronized, uploaded, generated, or otherwise made available by a User through the Services.
Generated Content
"Generated Content" means summaries, drafts, agendas, reports, action items, recommendations, classifications, organizational suggestions, or other outputs created through the Services for a User based in whole or in part on User Content, User instructions, or the operation of Product Features.
Privacy Policy
"Privacy Policy" means the Company's Privacy & Data Policy, as updated from time to time. References in these Terms to the "Privacy Policy" and the "Privacy & Data Policy" refer to the same document.
Interpretation
Unless the context requires otherwise:
Words in the singular include the plural, and words in the plural include the singular.
References to one gender include all genders.
The words "including," "includes," and "include" mean "including without limitation."
Headings are provided solely for convenience and do not affect the interpretation of these Terms.
References to applicable law include any amendments, replacements, or successor laws.
ARTICLE 3
Eligibility and Accounts
Eligibility
You must be at least eighteen (18) years of age to create an Account or use the Services.
The Services are not directed to, offered to, or intended for use by individuals under 18.
By creating an Account or using the Services, you represent and warrant that:
you are at least eighteen (18) years of age;
you possess the legal capacity and authority to enter into these Terms;
the information you provide is accurate, complete, and current; and
your use of the Services complies with applicable law.
If the Company becomes aware that an Account has been created or used by an individual under 18, the Company may suspend or terminate the Account and delete associated information in accordance with the Privacy Policy and applicable law.
Account Registration
An Account is required to access and use the Services.
You agree to provide accurate, complete, and current registration information and to maintain that information throughout your use of the Services.
The Company may refuse, suspend, restrict, or terminate an Account when reasonably necessary to protect the security, integrity, lawful operation, or availability of the Services, protect Users or the Company, prevent fraud or abuse, enforce these Terms, or comply with applicable law.
Accounts Connected to an Employer or Organization
The Services are offered to individuals for their own use.
If you connect an email account, calendar, contact directory, or other Third-Party Service provided to you by an employer, educational institution, or other organization, you represent and warrant that you are authorized to connect and use that account with the Services.
You acknowledge that the organization providing such an account may retain rights over the account, may restrict the use of third-party applications, and may suspend, revoke, or terminate your access to the account.
Your connection of an organization-provided account does not create a contractual relationship between the Company and that organization and does not impose obligations upon the Company to that organization unless the Company separately agrees to those obligations in writing.
Account Security
You are responsible for maintaining the confidentiality and security of your Account credentials.
You agree to promptly notify the Company if you become aware of any actual or suspected unauthorized access to your Account or any security incident involving your Account.
The Company may require additional verification before restoring access to an Account when reasonably necessary to protect the Services, Users, User Content, Company Materials, or the integrity of the Services.
Account Responsibility
You are responsible for maintaining the security of your Account and for activities occurring through your Account to the extent permitted by applicable law.
You agree not to:
Share Account credentials with unauthorized persons.
Attempt to access another person's Account without authorization.
Circumvent authentication, authorization, or security measures.
Misrepresent your identity or affiliation with another individual, organization, or legal entity.
Use the Services in violation of these Terms or applicable law.
Each Account is intended for use by one individual and may not be shared with another person except where the Company expressly provides functionality permitting shared or delegated access.
Suspension or Limitation of Access
The Company may, when reasonably necessary, temporarily suspend, restrict, or limit access to an Account in order to:
Protect the security or integrity of the Services.
Investigate suspected violations of these Terms.
Comply with applicable law, court orders, or lawful governmental requests.
Prevent fraud, abuse, unauthorized access, or activity that may adversely affect the Services, Users, the Company, or Company Materials.
Where reasonably practicable, the Company will provide notice through Company Communications of any suspension or limitation of access.
User Responsibility for Information
Users are responsible for maintaining independent copies of information they consider important.
While the Company may provide backup, synchronization, export, recovery, or similar capabilities, Users should not rely upon the Services as the sole repository of important information.
ARTICLE 4
Subscription, Billing & Payment
Subscription
Access to the Services requires an active Subscription unless the Company expressly provides access through a trial or other promotional offering.
The Company currently offers a single Subscription providing access to the Services made available through AnnexusX™.
The current Subscription price, available billing options, accepted payment methods, and other commercial terms are published separately by the Company.
Nothing in these Terms obligates the Company to maintain any particular Subscription structure, pricing model, billing frequency, payment method, or commercial offering.
Trial Access
The Company may, at its discretion, offer trial, promotional, preview, or other temporary access to the Services.
The Company will disclose the applicable duration and material conditions of any trial before the User begins the trial.
If a trial automatically converts to a paid Subscription, the Company will disclose before enrollment:
the date on which the trial ends;
the price and billing interval that will apply after the trial;
that the Subscription will renew automatically unless cancelled; and
how the User may cancel before being charged.
The Company will obtain the User's affirmative consent to the automatic conversion before the trial begins.
The Company will provide a reminder before the trial converts to a paid Subscription identifying the conversion date, the amount that will be charged, and the method for cancelling before the charge occurs.
Nothing in these Terms requires the Company to offer trial access.
Payment Authorization
Where the Company offers paid Subscriptions, purchasing or renewing a Subscription authorizes the Company and any payment provider designated by the Company to charge the User's selected payment method for applicable Subscription fees, taxes, and other charges expressly authorized by the User.
Users are responsible for maintaining accurate and current billing information associated with a paid Subscription.
Renewals
Before the Company collects billing information or obtains authorization to charge a User, the Company will clearly and conspicuously disclose the Subscription price, the billing interval, that the Subscription renews automatically until cancelled, the date of the first charge, and how to cancel.
Unless cancelled before the applicable renewal date, a paid Subscription renews automatically according to the billing interval selected at the time of purchase.
For automatically renewing Subscriptions, the Company will provide renewal or pre-charge reminders where appropriate based on the applicable billing interval and will provide any additional notices required by applicable law.
Currency
Unless otherwise stated, all Subscription prices and other charges are displayed in the currency designated by the Company at the time of purchase.
Taxes
Subscription fees do not include applicable taxes unless expressly stated otherwise.
Where required by applicable law, the Company or an authorized payment or tax service provider may calculate or collect applicable taxes associated with a Subscription.
Users remain responsible for taxes legally imposed upon them, excluding taxes imposed directly upon the Company's income.
Payment Failures
If payment cannot be successfully processed, the Company may, when reasonably necessary:
Retry the payment method.
Request updated payment information.
Temporarily limit or suspend access to paid Services.
Take other reasonable actions necessary to recover outstanding amounts.
Where reasonably practicable, the Company will provide Company Communications before materially restricting access resulting from a payment failure.
Cancellation
Users may cancel a paid Subscription at any time using the cancellation methods made available through the Services.
The Company will provide a cancellation method that is at least as simple as the method used to subscribe and will not require a User to contact support solely to cancel a Subscription where the Subscription was entered into online.
Unless otherwise expressly stated at the time of cancellation, cancellation prevents the Subscription from renewing and takes effect at the end of the then-current paid billing period. The User may continue to access the Services through the end of that billing period unless the User separately requests immediate permanent deletion of the Account.
Where an Account is not associated with a current paid billing period, including during certain free, preview, beta, or promotional programs, cancellation may take effect immediately.
Following the end of access, the Company generally retains the User's AnnexusX data for approximately thirty (30) days to permit data export, account recovery, or reactivation where such functionality is available.
During this period, signing in may permit access to account-management, export, or reactivation functionality. Signing in alone does not restart a cancelled paid Subscription or authorize a new charge.
A User may request permanent deletion of the Account during this period in accordance with the Privacy Policy.
Except where required by applicable law or expressly stated by the Company at the time of purchase, Subscription fees are non-refundable and the Company does not provide credits or refunds for partially used billing periods.
The Company may issue a refund or credit in appropriate circumstances at its discretion. Doing so does not create an obligation to provide similar refunds or credits in the future.
Account Lifecycle
If a Subscription expires, is cancelled, or cannot be renewed because of unsuccessful payment, the associated Account may progress through one or more lifecycle states established by the Company.
During those lifecycle states, access to some or all Services may be modified, restricted, suspended, or terminated.
The timing, conditions, and consequences of each lifecycle state are determined by the Company and may change from time to time.
The retention, export, recovery, and deletion of User Content following cancellation or termination are governed by these Terms, the Privacy Policy, and any applicable data retention policies published by the Company.
Pricing Changes
The Company may modify Subscription pricing or other commercial terms from time to time.
A pricing change will not alter amounts already paid for a current billing period.
When a pricing change will increase the amount charged at a future renewal, the Company will provide reasonable advance notice and, where reasonably practicable, at least thirty (30) days' notice before the first renewal to which the new price applies.
If a User does not agree to the new price, the User may cancel the Subscription before the affected renewal date.
Promotional Offers
The Company may, from time to time, offer promotional pricing, credits, discounts, or other commercial incentives.
Unless expressly stated otherwise, promotional offers:
Are temporary.
Have no cash value.
May not be transferred.
May not be redeemed for cash.
May be modified, suspended, or withdrawn by the Company when reasonably necessary.
ARTICLE 5
User Content, Generated Content, and Data Rights
Ownership of User Content
Except as expressly provided in these Terms, you retain all right, title, and interest in and to your User Content.
The Company does not acquire ownership of User Content merely because it is stored, processed, synchronized, transmitted, or otherwise made available through the Services.
Ownership of Generated Content
As between the User and the Company, the Company does not claim ownership of Generated Content created for the User through the Services.
To the extent a User possesses intellectual property or other legal rights in Generated Content under applicable law, those rights remain with the User.
Nothing in these Terms represents or warrants that any particular Generated Content qualifies for copyright, patent, trademark, or other intellectual property protection under applicable law.
Ownership of Generated Content does not transfer ownership of the Company's software, proprietary technologies, Product Features, Company Materials, methodologies, implementation techniques, or other intellectual property used to provide the Services or generate the applicable output.
Company Materials
The Company retains all right, title, and interest in and to the Company Materials.
Except as expressly authorized by the Company or permitted by applicable law, nothing in these Terms grants you ownership of or rights to the Company's intellectual property beyond the limited rights necessary to use the Services.
License to Operate the Services
To provide the Services, you grant the Company a worldwide, non-exclusive, royalty-free license to host, store, process, synchronize, transmit, reproduce, display, back up, and otherwise use your User Content solely as reasonably necessary to:
- provide Product Features requested or enabled by you;
operate and maintain the Services;
synchronize information with Third-Party Services you authorize;
secure and protect the Services and Users;
diagnose and resolve technical issues;
prevent fraud, abuse, or unauthorized access;
enforce these Terms; and
comply with applicable law and valid legal process.
This license does not permit the Company to use the substance of User Content for advertising, behavioral advertising, or the development of advertising profiles.
The Company does not use User Content to train generalized artificial intelligence or machine learning models.
Where the Company introduces a Product Feature that uses User Content in a materially different manner, the Company will provide appropriate disclosure and obtain consent where required by applicable law.
The license terminates when the applicable User Content is permanently deleted from the Company's active systems, except to the extent continued retention is required or permitted by applicable law, legitimate security requirements, backup procedures, or other provisions of these Terms or the Privacy Policy.
Access to User Content
The Services are designed to minimize human access to User Content.
Company personnel may access or review User Content only where reasonably necessary and limited to the minimum information required for one or more of the following purposes:
where the User has expressly authorized access to specific information, including in connection with a support request;
to investigate fraud, abuse, unauthorized access, or a security incident;
to protect the security or integrity of the Services;
to comply with applicable law, valid legal process, court orders, or lawful governmental requirements; or
to perform internal operations using information that has been aggregated or de-identified so that it does not reasonably identify a User.
The Company does not permit Company personnel to access User Content for advertising, generalized artificial intelligence or machine learning model training, curiosity, general product troubleshooting unrelated to an authorized User request, or other purposes unrelated to providing, securing, supporting, or lawfully operating the Services.
User Responsibility
You represent that you possess the rights necessary to submit User Content through the Services.
You remain responsible for the accuracy, legality, and appropriateness of your User Content and for ensuring that your use of the Services does not infringe the rights of any third party.
Data Export
Where export functionality is made available through the Services, Users may use that functionality to retain copies of supported User Content outside AnnexusX.
The scope, format, and technical availability of exported information may vary based on the applicable Product Feature, Third-Party Service, and technical or legal limitations.
Nothing in this section guarantees that every category of information available through the Services can be exported in every format.
Account Deletion
Users may request deletion of an Account using the methods made available through the Services or through a Company-designated support or privacy channel.
The Company may provide an opportunity to export supported User Content before permanent deletion.
Deletion is subject to the retention practices, backup procedures, security requirements, and legal obligations described in these Terms and the Privacy Policy.
Third-Party Content
If you choose to connect Third-Party Services, the Company may process information received from those Services solely as reasonably necessary to provide the Services requested by you.
Ownership of information originating from Third-Party Services remains subject to the rights of the applicable User and the terms governing those Third-Party Services.
ARTICLE 6
Company Intellectual Property
Ownership of Company Intellectual Property
The Company retains all right, title, and interest in and to the Services, Company Materials, Company Marks, and all related intellectual property.
Except as expressly provided in these Terms, no ownership rights are transferred to you through your access to or use of the Services.
Company Marks
"Company Marks" means the Company's current and future trademarks, service marks, trade names, logos, branding, taglines, slogans, product names, domain names, visual identities, source identifiers, and other distinctive brand assets, whether registered or unregistered, together with any applications, registrations, renewals, modifications, translations, or successor marks associated with the Company or the Services.
Nothing in these Terms grants you any ownership interest or license to use Company Marks except as expressly authorized by the Company or permitted by applicable law.
Limited License to Use the Services
Subject to these Terms, the Company grants you a limited, non-exclusive, non-transferable, revocable license to access and use the Services solely for their intended purposes.
This license terminates upon suspension, cancellation, or termination of your Account.
Restrictions
Except where expressly permitted by applicable law or authorized in writing by the Company, you may not:
Copy, reproduce, distribute, modify, or create derivative works from the Services or Company Materials.
Reverse engineer, decompile, disassemble, decode, or otherwise attempt to discover the source code, architecture, logic, or underlying implementation of the Services.
Remove, obscure, or alter copyright, trademark, or proprietary notices.
Access or use the Services to circumvent security or technical protections.
Use Company Materials in a manner likely to cause confusion regarding sponsorship, endorsement, affiliation, or ownership.
Copy or substantially reproduce documentation, training materials, interfaces, workflows, or other Company Materials except as expressly permitted by the Company.
Workflows and Implementations
The Company does not claim ownership over general ideas, concepts, methods, techniques, or independently developed implementations that are publicly known or otherwise available under applicable law.
However, the Company's particular implementation of those ideas, including the design, organization, operation, interactions, workflows, software architecture, interfaces, visual systems, embedded experiences, documentation, and other Company Materials, is protected by applicable intellectual property laws.
Reviews, Commentary, and Educational Use
Nothing in these Terms prohibits the fair use of Company Marks, Public Resources, or screenshots of the Services for commentary, criticism, news reporting, education, reviews, or other uses permitted by applicable law.
Such use must not falsely imply sponsorship, endorsement, partnership, or affiliation with the Company.
Public Resources
The Company encourages linking to Public Resources.
Unless otherwise authorized by the Company or permitted by applicable law, Public Resources may not be copied, republished, redistributed, or incorporated into other works in whole or in substantial part.
Open-Source Software
Certain components of the Services may incorporate software distributed under separate open-source licenses.
Nothing in these Terms limits or modifies rights granted under those applicable open-source licenses.
Reservation of Rights
Except for the limited rights expressly granted under these Terms, the Company reserves all rights not expressly granted.
ARTICLE 7
Acceptable Use
Purpose
The Services are intended to support lawful, productive, and responsible use. You agree to use the Services in a manner that respects the rights of others, complies with applicable law, and does not interfere with the security, integrity, availability, or operation of the Services.
Prohibited Activities
You may not use the Services to:
Violate any applicable law, regulation, court order, or lawful governmental requirement.
Commit, facilitate, encourage, or conceal unlawful activity.
Infringe or misappropriate the intellectual property, privacy, publicity, contractual, or other legal rights of another person or entity.
Upload, distribute, or transmit malicious code, malware, ransomware, viruses, or other harmful software.
Attempt to gain unauthorized access to the Services, Accounts, Company systems, or third-party systems connected to the Services.
Reverse engineer, probe, scan, test, exploit, or otherwise attempt to discover vulnerabilities within the Services except as expressly authorized by the Company.
Circumvent authentication, authorization, billing, security measures, technical limitations, or other protective mechanisms implemented by the Company.
Interfere with, disrupt, impair, overload, or otherwise threaten the availability, reliability, performance, or integrity of the Services.
Use automated systems, bots, scripts, crawlers, or similar technologies in a manner that bypasses intended use, creates excessive load, compromises system integrity, or otherwise violates these Terms.
Attempt to manipulate, interfere with, or circumvent automated processes or Product Features made available through the Services.
Share, sell, transfer, sublicense, lease, or otherwise provide access to your Account to another person.
Create Accounts through deceptive, fraudulent, or unauthorized means.
Misrepresent your identity or falsely imply affiliation with another person, organization, or the Company.
Use the Services in any manner that materially interferes with another User's ability to access or use the Services.
Account Use
Each Account is intended for use by a single individual.
You may not transfer your Account or your rights under these Terms to another person without the Company's prior written consent.
If you discontinue use of the Services, your User Content may be exported using the tools provided by the Company, subject to these Terms and applicable law.
Communications Through the Services
You are responsible for communications initiated through your connected Third-Party Services.
The Company does not assume responsibility for the contents of communications created or transmitted by Users.
You remain responsible for ensuring your communications comply with applicable law and the terms governing any connected Third-Party Services.
The Company may, when reasonably necessary, limit or throttle activity that threatens the security, integrity, availability, reputation, or reliable operation of the Services.
Security
You must promptly notify the Company if you become aware of any unauthorized use of your Account, attempted compromise of the Services, or other security incident affecting the Services.
Investigation and Enforcement
The Company may, when reasonably necessary, investigate suspected violations of these Terms.
To protect the Services, Users, Company Materials, or comply with applicable law, the Company may take one or more of the following actions:
Issue a warning.
Request corrective action.
Temporarily limit access to some or all Services.
Suspend an Account.
Lock an Account pending investigation.
Terminate an Account.
Report suspected unlawful activity to appropriate authorities where required or permitted by applicable law.
Where reasonably practicable, the Company will provide Company Communications before taking enforcement action.
Nothing in this section requires the Company to provide advance notice where immediate action is reasonably necessary to protect the Services, Users, Company Materials, or to comply with applicable law.
Repeat Intellectual Property Infringement
The Company may suspend or terminate Accounts of Users who repeatedly infringe the intellectual property rights of others, in appropriate circumstances and in accordance with the Company's Intellectual Property Notice and applicable law.
ARTICLE 8
INTELLIGENT AND AUTOMATED FEATURES
Purpose
The Services may include automated, rules-based, artificial-intelligence-assisted, or other intelligent Product Features intended to help Users interact with and use the Services.
The functionality available through these features may change over time as the Services develop.
Unless expressly stated otherwise, Intelligent Features are intended to assist Users and do not replace User judgment. Users remain responsible for reviewing outputs, recommendations, communications, schedules, and other information before relying upon or acting upon them.
Current Implementation
As of the Effective Date, the only Product Feature within AnnexusX that uses artificial intelligence is the support assistant.
The support assistant is designed to answer questions about AnnexusX and its functionality using designated support and help information.
The support assistant:
does not access, read, retrieve, process, or receive User Content stored within a User's Account;
does not access information from Gmail, Google Calendar, Google Contacts, or other connected Third-Party Services;
does not independently access a User's Account or Account data; and
cannot create, modify, send, delete, schedule, or otherwise take actions within a User's Account.
Information intentionally submitted by a User directly to the support assistant may be processed for the purpose of responding to that support request.
If the Company introduces an Intelligent Feature that accesses or processes User Content or connected Third-Party Service information, the Company will update the applicable Privacy Policy and Service Providers and Subprocessors Disclosure before or when that processing begins.
Adaptive Features
The Company may introduce Product Features that adapt based on how a User interacts with the Services.
Where such functionality materially affects the processing of personal information or User Content, the Company will describe that processing in the Privacy Policy before or when the functionality becomes available.
Transparency
Where a User directly interacts with an artificial intelligence system through the Services, the Company will identify the interaction as involving artificial intelligence where required by applicable law.
The Company may provide information describing the general purpose and operation of Intelligent Features but is not required to disclose proprietary source code, algorithms, model architecture, implementation techniques, security controls, or other Company Materials except where disclosure is required by applicable law.
User Control
Intelligent Features are intended to assist User decision making.
Except where expressly authorized through Product Features or User settings, Intelligent Features do not independently communicate, publish, transmit, or otherwise act on behalf of a User.
Users remain responsible for reviewing recommendations, Generated Content, communications, schedules, and other outputs before relying upon them.
Final decisions remain with the User.
Feature Availability
Certain Intelligent Features may be optional, configurable, limited to particular Accounts, unavailable in particular jurisdictions, or made available only as preview or testing features.
The Company may enable, disable, modify, replace, or withdraw Intelligent Features when reasonably necessary.
Accuracy
Intelligent Features are intended to assist Users but may produce outputs that are incomplete, inaccurate, unavailable, delayed, or unsuitable for a particular purpose.
Users remain responsible for exercising independent judgment before relying upon outputs generated through the Services.
Audit Information
Where provided by the Services, Users may review information describing actions performed or requested through Intelligent Features.
Audit information is intended to improve transparency regarding the operation of Product Features and does not include disclosure of proprietary technologies or implementation details.
Support Technologies
The Company may use automated, rules-based, intelligent, or artificial-intelligence-assisted technologies to provide customer support, documentation, troubleshooting, knowledge retrieval, or similar assistance.
Support technologies operate separately from User Content stored within a User's Account unless the User expressly authorizes access to specific information.
Where a support technology uses a third-party provider or otherwise changes how information submitted for support is processed, the Company will update the applicable Privacy Policy or Service Providers and Subprocessors Disclosure.
Abuse of Intelligent Features
Users may not interfere with, manipulate, circumvent, probe, reverse engineer, or otherwise misuse Intelligent Features in a manner that threatens the integrity, reliability, availability, or security of the Services.
The Company may limit, suspend, or disable access to Intelligent Features when reasonably necessary to protect the Services or other Users.
ARTICLE 9
Third-Party Services & Integrations
Purpose
The Services may allow you to connect, access, or interact with Third-Party Services to enhance your experience and enable Product Features.
Your use of Third-Party Services is voluntary unless a supported Identity Provider is required to create or access your Account.
Identity Providers
The Company may require one or more supported Identity Providers to create, authenticate, access, or maintain an Account.
The Company reserves the right to modify, replace, add, or discontinue supported Identity Providers when reasonably necessary due to operational, legal, contractual, security, or technical requirements.
User Authorization
Connections to Third-Party Services are initiated by the User.
The Company will access information made available through a Third-Party Service only after the User has expressly authorized the requested permissions.
If additional permissions become necessary to support new or modified Product Features, the Company may request additional authorization from the User.
Third-Party Terms
Third-Party Services operate independently of the Company.
Your use of any Third-Party Service remains subject to the applicable terms, conditions, privacy policies, and other agreements established by the provider of that Service.
The Company is not responsible for the policies, practices, pricing, availability, or actions of any Third-Party Service.
Information Received from Third-Party Services
Information made available through Third-Party Services remains subject to the rights of the applicable User and the terms governing the applicable Third-Party Service.
The Company processes such information solely as reasonably necessary to provide, operate, maintain, secure, and improve the Services requested by the User.
Availability and Compatibility
Third-Party Services may change, discontinue, limit, suspend, or otherwise modify their products, interfaces, permissions, or technical requirements at any time.
The Company may, when reasonably necessary, modify, suspend, replace, limit, or discontinue Product Features or integrations in response to such changes or to comply with applicable law, contractual obligations, security requirements, or operational needs.
The Company does not guarantee the continued availability or compatibility of any Third-Party Service.
Third-Party Fees
Certain Third-Party Services may require separate subscriptions, licenses, accounts, or fees.
You remain solely responsible for satisfying any obligations required by the applicable Third-Party Service.
The Company is not responsible for fees, charges, or billing practices imposed by Third-Party Services.
User Responsibilities
You are responsible for maintaining your access to connected Third-Party Services and any Identity Provider associated with your Account.
You are also responsible for complying with the applicable terms governing those Third-Party Services.
Service Interruptions
The Company is not responsible for interruptions, outages, delays, security incidents, policy changes, authentication failures, Service suspensions, pricing changes, or other actions attributable to Third-Party Services.
The Company will make commercially reasonable efforts to restore functionality when reasonably practicable, but cannot guarantee continued operation of any Third-Party integration.
Regional Availability
Certain Third-Party Services or Product Features may be unavailable, restricted, or modified in particular jurisdictions due to legal, regulatory, contractual, operational, or technical requirements.
The availability of Product Features may therefore differ by region.
Reservation of Rights
The Company reserves the right to modify the manner in which the Services interact with Third-Party Services whenever reasonably necessary to maintain the security, integrity, reliability, or operation of the Services or to comply with applicable law or contractual obligations.
ARTICLE 10
Availability, Maintenance & Service Changes
Continuous Evolution
The Services are intended to evolve continuously. Product Features, workflows, interfaces, recommendations, integrations, Intelligent Features, and other aspects of the Services may change over time as the Company improves functionality, security, reliability, performance, accessibility, usability, or the overall User experience.
By using the Services, you acknowledge that reasonable changes are an expected part of the ongoing development and operation of the Services.
Availability
The Company makes commercially reasonable efforts to provide reliable access to the Services but does not guarantee uninterrupted, continuous, error-free, or always-available operation.
Temporary interruptions may occur due to maintenance, security events, technical issues, Third-Party Services, internet disruptions, or circumstances beyond the Company's reasonable control.
Maintenance
The Company may perform scheduled, emergency, security, or other maintenance activities when reasonably necessary.
Where reasonably practicable, the Company may provide advance notice of planned maintenance through Company Communications or other Public Resources.
Emergency maintenance may be performed without prior notice when reasonably necessary to protect the Services, Users, Company Materials, or applicable Third-Party Services.
Service Modifications
The Company may, when reasonably necessary:
Add, improve, modify, redesign, rename, consolidate, replace, suspend, or discontinue Product Features.
Modify workflows, interfaces, recommendations, or functionality.
Change how Product Features operate or interact with one another.
Introduce new capabilities or retire existing capabilities.
Nothing in these Terms obligates the Company to maintain any particular Product Feature, implementation, workflow, interface, or functionality indefinitely.
Feature Availability
Certain Product Features may:
Be introduced gradually.
Be available only to particular Accounts.
Be limited by subscription status, region, technical compatibility, or operational requirements.
Be designated as preview, beta, early access, experimental, or similar releases.
Be modified, suspended, or withdrawn at any time.
Preview or beta features are provided for evaluation purposes and may change substantially, be discontinued, or never become generally available.
Regional Differences
The availability, functionality, or operation of certain Product Features may differ between jurisdictions due to legal, regulatory, contractual, operational, technical, or Third-Party Service requirements.
The Company reserves the right to provide different functionality in different regions when reasonably necessary.
Compatibility
You are responsible for maintaining compatible devices, supported software, internet connectivity, and any Third-Party Services necessary to access the Services.
The Company does not guarantee compatibility with every device, browser, operating system, or future software release.
User Responsibility
The Company encourages Users to periodically export or otherwise maintain copies of their User Content using the tools provided through the Services.
Although the Company makes commercially reasonable efforts to preserve User Content, Users should not rely upon the Services as their sole backup or archival solution.
Temporary Limitations
The Company may, when reasonably necessary, temporarily limit, throttle, suspend, or otherwise restrict access to particular Product Features or portions of the Services in order to:
Maintain system integrity.
Protect the security of the Services.
Respond to technical issues.
Comply with applicable law.
Support operational requirements.
Improve overall Service reliability.
Company Communications
Information regarding maintenance, Service interruptions, significant operational changes, or other important notices may be provided through Company Communications.
Where reasonably practicable, the Company will provide advance notice of significant planned interruptions.
ARTICLE 11
Feedback & Company Communications
Feedback
The Company may, but is not obligated to, receive suggestions, ideas, recommendations, comments, feature requests, enhancement proposals, or other feedback regarding the Services ("Feedback").
Submission of Feedback is entirely voluntary.
You retain any ownership rights you may have in Feedback.
By submitting Feedback, you grant the Company a perpetual, irrevocable, worldwide, non-exclusive, transferable, sublicensable, royalty-free license to use, reproduce, modify, adapt, publish, distribute, create derivative works from, commercialize, and otherwise use the Feedback for any lawful purpose without restriction, attribution, compensation, royalties, or other obligation to you.
Nothing in this section limits the Company's right to independently develop, acquire, license, purchase, implement, or commercialize products, services, technologies, Product Features, concepts, or improvements that may be similar or identical to Feedback submitted by a User.
The Company is not required to establish that any independently developed or acquired product, feature, or technology was created without reference to Feedback.
To the extent permitted by applicable law, you waive and agree not to assert any moral rights or similar rights that would prevent the Company from exercising the rights granted under this section.
Submission of Feedback does not create a confidential, fiduciary, employment, partnership, or other special relationship between you and the Company unless the Company expressly agrees otherwise in a separate written agreement.
Company Communications
The Company may communicate with Users through Company Communications regarding the operation, security, maintenance, billing, legal matters, Product Features, support, account activity, or other matters relating to the Services.
Company Communications may be delivered through the Services, email, telephone, postal mail, Public Resources, or other reasonable communication methods, as determined by the Company.
Operational, legal, security, billing, maintenance, and other Service-related communications are considered part of the Services and may not be declined where reasonably necessary to provide, protect, operate, or administer the Services.
Marketing or promotional communications will be provided in accordance with applicable law and, where required, based upon the User's consent. Users may opt out of marketing communications as permitted by applicable law. Opting out of marketing communications does not affect the Company's ability to send operational or legally required communications.
Users are responsible for maintaining accurate and current contact information associated with their Account and Identity Provider.
The Company may, but is not obligated to, invite Users to participate in surveys, research, usability studies, or other voluntary feedback opportunities. Participation is entirely voluntary and subject to these Terms.
ARTICLE 12
Suspension, Cancellation & Termination
User Cancellation
Cancellation of a paid Subscription is governed by Article 4.
A User may separately request termination and permanent deletion of an Account in accordance with Article 5 and the Privacy Policy.
Company Suspension or Termination
The Company may, when reasonably necessary, suspend, restrict, lock, or terminate an Account or access to some or all Product Features, with or without prior notice, including where reasonably necessary to:
Protect the security, integrity, reliability, or operation of the Services.
Investigate suspected violations of these Terms.
Prevent fraud, abuse, or unauthorized access.
Comply with applicable law, lawful governmental requests, court orders, or contractual obligations.
Protect the Company, Users, Third-Party Services, or Company Materials.
Where reasonably practicable, the Company may provide notice before taking enforcement action. Nothing in this Article requires advance notice where immediate action is reasonably necessary.
Investigations
The Company may temporarily suspend or lock an Account while investigating suspected violations of these Terms or other circumstances affecting the security, integrity, or lawful operation of the Services.
Temporary suspension does not require permanent termination of the Account.
Account Lifecycle
Following cancellation, termination, expiration, or another ending of a User's access to the Services, the Account and associated User Content will be handled in accordance with the cancellation and retention provisions of Article 4, the data provisions of Article 5, the Privacy Policy, and applicable law.
Billing During Suspension or Investigation
Suspension, restriction, or investigation of an Account does not automatically suspend billing or extend a subscription term. The Company may, when reasonably appropriate and in its sole discretion, pause billing, issue credits, extend access, or provide other accommodations based on the circumstances. Nothing in these Terms requires the Company to do so.
Data Export
Where export functionality is made available through the Services, Users may use that functionality to retain copies of supported User Content before permanent deletion.
The Company may, where reasonably practicable, remind Users of available export functionality before permanent deletion occurs.
Users remain responsible for exporting information they wish to retain before permanent deletion.
Identity Providers
The Services may depend upon one or more supported Identity Providers for authentication and continued access to an Account.
If the Identity Provider associated with an Account becomes unavailable, inaccessible, suspended, terminated, disconnected, or otherwise ceases to authenticate the User, the Company may be unable to securely verify ownership of the Account or continue providing access to the Services.
The Company encourages Users to export User Content before disconnecting or permanently deleting an Identity Provider associated with the Account.
Loss of access resulting from the deletion, suspension, termination, or inaccessibility of an Identity Provider may initiate the Company's account lifecycle and may ultimately result in permanent deletion of the Account and User Content in accordance with the Privacy Policy and applicable law.
Because the Company relies upon supported Identity Providers to verify Account ownership, the Company may be unable to restore access to an Account where the associated Identity Provider can no longer authenticate the User.
The Company is not responsible for the loss of access or User Content resulting from the deletion, suspension, termination, or inaccessibility of an Identity Provider.
Failed Payments
If payment cannot be successfully processed, the Company may provide a grace period before initiating cancellation.
During a grace period, the Company may limit access to Product Features while continuing to provide access to account management functions, including data export where reasonably practicable.
If payment is not successfully resolved before the conclusion of the applicable grace period, the Company may cancel the subscription and begin the Company's account lifecycle.
Company Discontinuation
If the Company permanently discontinues the Services, the Company will make reasonable efforts to provide advance notice and an opportunity for Users to export their User Content before permanently discontinuing the Services, subject to applicable law and circumstances beyond the Company's reasonable control.
Outstanding Obligations
Termination or cancellation does not eliminate obligations that accrued before the effective date of termination, including any payment obligations or other responsibilities arising under these Terms.
Re-registration
A User whose Account has been suspended or terminated for violation of these Terms may not create another Account without the Company's prior written authorization.
The Company reserves the right to suspend or terminate any subsequently created Account associated with such User.
Ownership Following Termination
Termination of an Account or the Services does not transfer ownership of User Content to the Company.
Ownership of User Content and Generated Content remains governed by Article 5, subject to the Company's retention practices, applicable law, and the permanent deletion of User Content in accordance with the Privacy Policy.
ARTICLE 13
Warranties & Disclaimers
Provision of the Services
The Services are provided on an "as is" and "as available" basis, to the fullest extent permitted by applicable law. The Company makes no representation or warranty that the Services, or any portion thereof, will be uninterrupted, error-free, secure, available at any particular time, or free from defects.
The Company may, at its sole discretion, modify, update, suspend, remove, replace, or discontinue any portion of the Services at any time, including Product Features that are in development, beta, preview, experimental, or otherwise evolving. Users acknowledge that such Product Features may contain bugs, errors, inaccuracies, interruptions, or other unexpected behavior.
To the fullest extent permitted by applicable law, the Company disclaims all warranties, whether express, implied, statutory, or otherwise, including without limitation any implied warranties of merchantability, fitness for a particular purpose, title, non-infringement, or any warranties arising from course of dealing, usage, or trade practice.
No Guarantee of Results
The Company makes no representation or warranty that use of the Services will produce any particular outcome, objective, improvement, business result, financial result, organizational benefit, creative result, productivity gain, personal benefit, or any other desired purpose.
Users may utilize the Services for a wide variety of personal, professional, educational, or other purposes. Because the intended use and desired outcomes vary between Users, the Company does not guarantee that the Services will satisfy any individual expectation or achieve any particular result.
Availability
Without limiting Article 10, the Company does not warrant that the Services will be continuously available, uninterrupted, error-free, or compatible with every device, operating system, browser, network, or software environment.
Scheduled maintenance, emergency maintenance, upgrades, technical issues, third-party outages, and circumstances beyond the Company's reasonable control may affect availability.
Intelligent Features
Without limiting Article 8, the Company makes no representation or warranty regarding the accuracy, completeness, reliability, timeliness, appropriateness, usefulness, or suitability of any Intelligent Features, Generated Content, recommendations, summaries, prioritizations, classifications, or other outputs generated through the Services.
Users remain responsible for independently evaluating any information or output generated by the Services.
User Responsibility
Users remain solely responsible for evaluating, verifying, and making their own decisions while using the Services, and for all actions taken based upon the Services.
The Company shall not be responsible for the consequences or outcomes resulting from decisions made by Users, whether based in whole or in part upon information, recommendations, Generated Content, or other functionality provided through the Services.
Third-Party Services
Without limiting Article 9, the Company makes no representation or warranty regarding any Third-Party Service or Identity Provider, including their availability, functionality, security, reliability, performance, policies, or continued operation.
Security
The Company implements reasonable administrative, technical, and organizational safeguards intended to protect the Services and User information.
However, no method of transmission, storage, authentication, or electronic security can be guaranteed to be completely secure. The Company does not warrant that unauthorized access, cyberattacks, security breaches, interception, corruption, loss of data, or other security incidents will never occur.
Software Integrity
Although the Company uses commercially reasonable efforts in developing, maintaining, testing, and securing the Services, the Company does not warrant that the Services, software, infrastructure, downloads, updates, APIs, integrations, communications, transmitted data, or supporting technologies will be free from defects, vulnerabilities, malicious code, compatibility issues, interruptions, corruption, data loss, or other harmful components.
Legal Compliance
The Company makes no representation or warranty that use of the Services will satisfy any legal, regulatory, contractual, licensing, industry, or compliance obligation applicable to a User.
Users remain solely responsible for determining whether their use of the Services complies with all laws, regulations, contractual obligations, and professional requirements applicable to them.
No Professional Advice
The Services do not constitute legal, tax, accounting, financial, investment, insurance, medical, mental health, employment, human resources, regulatory, compliance, engineering, architectural, or other professional advice.
Users should consult qualified professionals before making decisions requiring specialized expertise.
Compatibility
Without limiting Article 10, the Company makes no representation or warranty that the Services will remain compatible with any specific hardware, operating system, browser, device, software, third-party platform, or technology environment.
Future Functionality
Descriptions of planned functionality, product concepts, roadmaps, marketing materials, demonstrations, announcements, public statements, or other communications regarding potential future functionality are provided for informational purposes only.
Nothing contained in such materials creates any obligation for the Company to develop, release, maintain, continue, or support any particular Product Feature or functionality.
Beta & Experimental Features
Product Features designated as beta, preview, early access, experimental, testing, or similar classifications are provided without any warranty regarding functionality, availability, stability, performance, reliability, accuracy, or continued availability.
The Company may modify, suspend, replace, or discontinue such Product Features at any time without notice.
User Backups
Users are responsible for maintaining independent copies of any User Content, Generated Content, documents, exports, or other information they consider important.
Although the Company may provide export functionality, the Company does not guarantee that all information will remain continuously available or recoverable, and Users should periodically download or otherwise preserve important information.
Continuous Improvement
The Company may continually improve, redesign, refine, optimize, replace, consolidate, suspend, or retire portions of the Services.
Continuous improvement does not create any warranty or obligation that any issue will be corrected, that any requested functionality will be implemented, that any Product Feature will remain available, or that the Services will continue to operate in any particular manner.
ARTICLE 14
Limitation of Liability
Limitation of Liability
To the fullest extent permitted by applicable law, the Company's total aggregate liability arising out of or relating to the Services or these Terms, regardless of the form of action or legal theory asserted, shall not exceed the greater of:
(a) the total amount actually paid by each User to the Company for the Services during the twelve (12) months immediately preceding the event giving rise to the claim; or
(b) one hundred United States Dollars (US $100.00).
This limitation applies collectively to all claims arising from the same or substantially related events, transactions, circumstances, or occurrences.
Excluded Damages
To the fullest extent permitted by applicable law, the Company shall not be liable for any indirect, incidental, consequential, special, exemplary, punitive, or enhanced damages, regardless of whether such damages were foreseeable or whether the Company was advised of the possibility of such damages.
Business and Economic Losses
Without limiting the Excluded Damages subsection above, to the fullest extent permitted by applicable law, the Company shall not be liable for any loss of profits, revenue, income, business opportunity, anticipated savings, goodwill, reputation, customers, contracts, productivity, commercial opportunities, or other economic or business losses arising from or relating to the Services or these Terms.
Third-Party Services
Without limiting Article 9, the Company shall have no liability arising from or relating to any Third-Party Service or Identity Provider, including their availability, functionality, performance, reliability, security, policies, infrastructure, APIs, authentication methods, encryption standards, transmission methods, technical implementations, or continued operation.
Where the Services interact with a Third-Party Service, the Company is limited to the interfaces, protocols, APIs, and technical capabilities made available by that Third-Party Service and does not warrant or assume responsibility for their security, integrity, reliability, availability, or performance.
The Company shall not be liable for any loss, damage, interruption, unauthorized access, data exposure, corruption, delay, incompatibility, or other issue arising from or attributable to any Third-Party Service, including where such issue results from the design, implementation, infrastructure, software, security practices, transmission methods, authentication mechanisms, APIs, or other technical characteristics of the Third-Party Service.
Intelligent Features
Without limiting Article 8, the Company shall not be liable for any claim, loss, damage, or other liability arising from or relating to any Intelligent Features, Generated Content, recommendations, summaries, prioritizations, classifications, scheduling suggestions, or other outputs generated through the Services.
User Decisions
Each User remains solely responsible for all decisions, actions, omissions, and outcomes arising from their use of the Services.
The Company shall not be liable for any consequence resulting from each User's reliance upon the Services, Generated Content, Intelligent Features, recommendations, or any other information provided through the Services.
Availability
Without limiting Article 10, the Company shall not be liable for any interruption, delay, downtime, degradation of performance, maintenance, modification, suspension, discontinuation, or unavailability of the Services.
Security Incidents
The Company shall not be liable for any unauthorized access, cyberattack, malware, data breach, interception, corruption, loss of data, or other security incident occurring despite the Company's commercially reasonable security measures, or resulting from circumstances beyond the Company's reasonable control.
Without limiting the foregoing, the Company shall not be liable for any security incident originating from or relating to a Third-Party Service, Identity Provider, third-party infrastructure, third-party network, or other external system not controlled by the Company.
Data
To the fullest extent permitted by applicable law, the Company shall not be liable for any loss, corruption, alteration, deletion, inaccessibility, delay, or unavailability of a User Content, Generated Content, or other information stored within or transmitted through the Services.
Each User is responsible for maintaining independent backups of information they consider important.
Beta and Experimental Features
The Company shall not be liable for any claim, loss, damage, interruption, incompatibility, instability, inaccurate output, or other issue arising from Product Features designated as beta, preview, experimental, early access, testing, or similar classifications.
Applicability
The limitations and exclusions contained in this Article apply to the fullest extent permitted by applicable law, regardless of the legal theory asserted, including contract, tort (including negligence), strict liability, statutory liability, equity, or otherwise, and regardless of whether any limited remedy fails of its essential purpose.
The limitations contained in this Article form an essential basis of the Agreement and were a material consideration in the Company's decision to make the Services available.
Exceptions
Nothing in these Terms limits or excludes liability, rights, or remedies that cannot lawfully be limited or excluded under applicable law.
Related Claims
For purposes of determining the Company's maximum liability under this Article, multiple claims, causes of action, incidents, events, transactions, or occurrences arising out of the same or substantially related facts shall be treated as a single claim.
ARTICLE 15
Indemnification
User Indemnification
To the fullest extent permitted by applicable law, you agree to defend, indemnify, and hold harmless the Company, its affiliates, officers, directors, employees, contractors, licensors, service providers, successors, and assigns from and against third-party claims, demands, actions, liabilities, damages, judgments, settlements, losses, costs, and reasonable attorneys' fees arising out of or relating to:
- your unlawful use of the Services;
your material violation of Article 7 or another material provision of these Terms;
User Content submitted or transmitted by you that infringes, misappropriates, or violates the intellectual property, privacy, publicity, or other legal rights of a third party; or
fraud, willful misconduct, or other unlawful conduct by you in connection with the Services;
your connection to or use of a Third-Party Service in material violation of that provider's applicable terms.
User Content
Without limiting Article 5, Users remain solely responsible for ensuring they possess all necessary rights, permissions, licenses, and legal authority required to submit, upload, transmit, create, or otherwise make available User Content through the Services.
The Company assumes no responsibility for verifying ownership, authorization, legality, or accuracy of User Content.
Defense of Claims
The Company will promptly notify you of any claim for which it seeks indemnification under this Article.
The Company may elect to control the defense, settlement, negotiation, and resolution of a matter subject to indemnification.
You agree to provide reasonable cooperation in the defense of such matters, including providing relevant information and preserving evidence within your possession or control.
You may not settle a claim in a manner that imposes liability, obligations, admissions, or restrictions upon the Company without the Company's prior written consent.
The Company will not settle a claim in a manner that imposes non-monetary obligations upon you or requires an admission of liability by you without your consent.
Exceptions
The indemnification obligations contained in this Article shall not apply to the extent a claim results directly from the Company's fraud, willful misconduct, gross negligence, or any liability that cannot be excluded or limited under applicable law.
Survival
The obligations contained in this Article survive termination of an Account or these Terms with respect to claims arising from acts, omissions, User Content, or use of the Services occurring before termination.
ARTICLE 16
Dispute Resolution & Governing Law
Governing Law
These Terms and any dispute, claim, controversy, or proceeding arising out of or relating to the Services or these Terms shall be governed by and construed in accordance with the laws of the State of Delaware, United States, without regard to its conflict of laws principles.
Where mandatory provisions of applicable law require otherwise, such provisions shall apply only to the extent required.
Informal Resolution
Before commencing arbitration or initiating legal proceedings, either party agrees to first provide written notice describing the nature of the dispute and to make a good faith effort to resolve the matter informally.
Unless otherwise required by applicable law, the parties shall allow at least thirty (30) days from receipt of such notice to attempt informal resolution before commencing formal proceedings.
Nothing in this Section prevents either party from seeking immediate injunctive or other equitable relief where reasonably necessary.
Small Claims Court
Where permitted by applicable law and the claim qualifies under the applicable monetary limits, either party may elect to resolve the dispute through an appropriate small claims court instead of arbitration.
Binding Arbitration
Except for matters eligible for Small Claims Court or Injunctive and Equitable Relief under this Article, any dispute, claim, or controversy arising out of or relating to the Services or these Terms that cannot be resolved through the Informal Resolution process shall be resolved through final and binding arbitration administered by the American Arbitration Association ("AAA") under its Consumer Arbitration Rules in effect when the arbitration is commenced, except as modified by these Terms.
Judgment on an arbitration award may be entered in any court having jurisdiction.
Location and Format
Arbitration may be conducted through written submissions, telephone, videoconference, or another remote method permitted by the applicable AAA rules.
If the arbitrator determines that an in-person hearing is reasonably necessary, the hearing will take place in the county where the User resides or at another location mutually agreed by the parties, unless applicable law requires otherwise.
Arbitration Fees
The Company will pay AAA filing, administrative, case-management, and arbitrator fees that exceed the amount the User would reasonably have been required to pay to file the same claim in an appropriate court in the User's place of residence.
This provision does not require the Company to pay fees or costs that the arbitrator determines were incurred because a claim was frivolous, brought in bad faith, or asserted for an improper purpose.
Each party remains responsible for its own attorneys' fees except where applicable law or an arbitration award provides otherwise.
Right to Opt Out of Arbitration
You may opt out of the Binding Arbitration provisions of this Article by sending written notice to legal@annexusx.com within thirty (30) days after the date you first accept these Terms.
The notice must include:
your name;
the email address associated with your Account; and
a clear statement that you wish to opt out of binding arbitration.
A timely opt-out applies only to the arbitration provisions of these Terms and does not affect any other provision of these Terms or your ability to use the Services.
Individual Claims Only
Arbitration under these Terms may proceed only on an individual basis.
Neither party may bring or participate in arbitration as a plaintiff, claimant, representative, class member, private attorney general, or participant in a class, collective, consolidated, coordinated, or representative proceeding.
The arbitrator may award relief only to the individual party seeking relief and only to the extent necessary to resolve that party's individual claim.
Nothing in these Terms authorizes class arbitration.
Severability of Class and Representative Action Waiver
If the prohibition on class, collective, consolidated, coordinated, or representative proceedings is found unenforceable with respect to a particular claim or request for relief, that claim or request for relief shall be severed from arbitration and resolved in a court of competent jurisdiction.
All remaining arbitrable claims shall continue to be resolved through individual arbitration.
Jury Trial Waiver
To the fullest extent permitted by applicable law, each party knowingly and voluntarily waives any right to a trial by jury for any dispute arising out of or relating to these Terms or the Services.
Injunctive and Equitable Relief
Nothing in this Article limits the Company's right to seek temporary, preliminary, or permanent injunctive relief, equitable relief, specific performance, or other appropriate remedies in any court of competent jurisdiction where reasonably necessary to protect the Company's intellectual property, confidential information, security, systems, technology, trademarks, copyrights, trade secrets, or other proprietary rights.
Attorneys' Fees and Costs
Unless otherwise required by applicable law, ordered by a court or arbitrator, or expressly provided elsewhere in these Terms, each party shall bear its own attorneys' fees, costs, and expenses incurred in connection with any dispute.
Venue
Except for proceedings brought in small claims court under this Article and claims severed pursuant to the Severability of Class and Representative Action Waiver, any dispute permitted to proceed in court rather than arbitration may be brought in:
the state or federal courts located in the State of Delaware; or
an appropriate state or federal court having jurisdiction in the User's place of residence.
The party initiating the proceeding may select either permitted forum, subject to applicable jurisdictional requirements.
Each party consents to the personal jurisdiction of the courts permitted under this section and waives objections to venue to the fullest extent permitted by applicable law.
Applicability
If any portion of this Article is found to be invalid, unenforceable, or prohibited under applicable law, the remaining portions shall remain in full force and effect to the fullest extent permitted by law.
ARTICLE 17
General Provisions
Entire Agreement
These Terms, together with the Privacy & Data Policy, Service Notices, Intellectual Property Notice, and any additional terms expressly incorporated into these Terms by reference, constitute the complete agreement between the User and the Company concerning access to and use of the Services.
The Service Providers and Subprocessors Disclosure, Accessibility Statement, and other informational disclosures published by the Company describe the Company's current practices and disclosures but do not independently form part of the contractual agreement between the User and the Company except where expressly stated or required by applicable law.
These Terms supersede prior or contemporaneous agreements, representations, proposals, and understandings concerning the same subject matter.
Severability
If any provision of these Terms is determined to be invalid, illegal, unenforceable, or otherwise ineffective under applicable law, that provision shall be enforced to the maximum extent permitted by law, and the remaining provisions shall remain in full force and effect.
No Waiver
The Company's failure or delay in exercising any right, remedy, or provision under these Terms shall not constitute a waiver of that right or any other right.
Any waiver shall be effective only if made expressly in writing by an authorized representative of the Company.
Assignment
Without limiting Article 7, Users may not assign, transfer, delegate, sublicense, or otherwise convey these Terms, any rights under these Terms, or access to the Services without the Company's prior written consent.
The Company may assign or transfer these Terms, in whole or in part, to an affiliate, subsidiary, successor, purchaser, or other entity in connection with a merger, acquisition, corporate restructuring, sale of assets, financing transaction, or other business reorganization without the User's consent.
No Partnership or Agency
Nothing contained in these Terms creates or shall be construed as creating any partnership, joint venture, employment relationship, agency relationship, fiduciary relationship, franchise, or other similar legal relationship between the User and the Company.
Electronic Communications and Signatures
The User agrees that these Terms, all disclosures, notices, records, communications, and other documents may be provided electronically.
The User further agrees that electronic signatures, electronic acceptance, electronic records, and electronic communications satisfy any legal requirement that such communications or agreements be in writing or signed, to the fullest extent permitted by applicable law.
Headings
The headings, titles, and section names contained in these Terms are provided solely for convenience and shall not affect the interpretation or construction of these Terms.
Language
These Terms are written in the English language.
Any translated version is provided solely for convenience. In the event of any conflict, inconsistency, or ambiguity between a translated version and the English version, the English version shall control to the fullest extent permitted by applicable law.
Export Controls and Sanctions
Users represent and warrant that they are not prohibited from using the Services under any applicable export control laws, sanctions laws, embargoes, or similar governmental restrictions.
Users agree not to use the Services in violation of any applicable export control, sanctions, or trade laws.
Survival
Any provision of these Terms that, by its nature or purpose, is intended to survive suspension, termination, expiration, deletion of a User Account, or termination of these Terms will remain in effect.
For clarity, provisions relating to ownership, intellectual property, accrued payment obligations, limitations of liability, indemnification, dispute resolution, governing law, and other provisions intended by their nature to survive will continue to apply to the extent permitted by applicable law.
Amendments
The Company may modify these Terms from time to time to reflect changes to the Services, applicable law, security requirements, business operations, or other legitimate needs.
When a change is material, the Company will provide reasonable advance notice before the revised Terms become effective and, where reasonably practicable, at least thirty (30) days' notice.
Notice may be provided through the Services, by email, or through another reasonable communication method associated with the User's Account.
Where applicable law requires affirmative consent to a revised provision, the Company will request that consent.
Otherwise, continued use of the Services after revised Terms become effective constitutes acceptance of the revised Terms to the extent permitted by applicable law.
If you do not agree to revised Terms, you must discontinue use of the Services and cancel any affected Subscription before the revised Terms become effective.
ARTICLE 18
Force Majeure
Force Majeure Events
The Company shall not be liable for any delay, interruption, failure, degradation of performance, or inability to perform any obligation under these Terms to the extent caused by circumstances beyond the Company's reasonable control ("Force Majeure Event").
Force Majeure Events include, without limitation, natural disasters, fires, floods, earthquakes, severe weather, pandemics, epidemics, public health emergencies, war, armed conflict, terrorism, civil unrest, riots, labor disputes, strikes, governmental actions, sanctions, embargoes, changes in law, utility failures, internet outages, telecommunications failures, cyberattacks, denial-of-service attacks, failures of hosting providers, cloud infrastructure providers, payment processors, domain registrars, certificate authorities, Third-Party Services, Identity Providers, suppliers, vendors, or any other event beyond the Company's reasonable control.
Suspension of Performance
During a Force Majeure Event, the Company's affected obligations under these Terms shall be suspended for the duration of the Force Majeure Event to the extent reasonably necessary.
Such suspension shall not constitute a breach of these Terms, and the Company shall not be liable for any resulting delay, interruption, degradation of performance, or inability to provide the Services.
Resumption of Services
The Company will use commercially reasonable efforts to restore affected Services as circumstances reasonably permit.
Nothing in this Article shall require the Company to restore the Services within any particular timeframe or guarantee uninterrupted operation following a Force Majeure Event.
Continued Force Majeure
If a Force Majeure Event materially prevents or substantially interferes with the Company's ability to provide the Services for an extended period, the Company may suspend, modify, discontinue, or terminate affected portions of the Services or these Terms, in whole or in part, without liability to the extent permitted by applicable law.
Third-Party Infrastructure
Without limiting Articles 9 and 14, the Company shall not be liable for any delay, interruption, degradation, security incident, data loss, or failure of the Services arising from or relating to a Force Majeure Event affecting any Third-Party Service, Identity Provider, hosting provider, cloud infrastructure provider, network operator, telecommunications provider, payment processor, supplier, vendor, or other external infrastructure upon which the Services reasonably rely.
ARTICLE 19 – CONTACT INFORMATION
Contacting the Company
Questions regarding these Terms, the Services, User Accounts, privacy matters, intellectual property, legal notices, or other inquiries relating to the Services may be submitted through the Company's official support channels made available within the Services.
Where the Company designates an email address or other contact method for a particular purpose, Users should utilize that designated communication channel whenever reasonably available.
Legal Notices
Formal legal notices to the Company may be submitted to legal@annexusx.com and must otherwise be delivered in any manner required by applicable law.
Formal service of legal process must be made upon the Company or its registered agent in accordance with applicable law.
The Company may designate additional legal contact information or a mailing address from time to time without requiring amendment of these Terms.
Business Information
The Services are provided by:
Purpura Quadrum, LLC
a Delaware limited liability company
General and legal inquiries: legal@annexusx.com
Support and accessibility inquiries: support@annexusx.com
The Company may publish or update additional mailing, business, legal-service, or contact information through the Services or the Company's official website.
EFFECTIVE DATE
Effective Date: September 5, 2026
Last Updated: September 5, 2026
Version: 1.0
By creating a User Account, accessing, or using the Services, the User acknowledges that they have read, understood, and agree to be bound by these Terms.