Terms of Service

These Terms of Service ("Terms") constitute a legally binding agreement between you ("Client," "you," or "your") and ArxOps AI LLC, a Virginia Limited Liability Company ("ArxOps AI," "Company," "we," "us," or "our").

By accessing our website at arxops.ai (the "Website"), engaging our services, or executing a Statement of Work ("SOW"), Service Agreement, or other engagement document that references these Terms, you agree to be bound by these Terms in their entirety.

If you are entering into these Terms on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind that entity to these Terms. If you do not have such authority, or if you do not agree to these Terms, you may not use our services.

These Terms apply generally to all engagements. Individual SOWs, Service Agreements, or other engagement documents may contain additional or modified terms specific to a particular project or service tier. In the event of a conflict between these Terms and a specific engagement document, the engagement document shall control with respect to the subject matter of that engagement.

ArxOps AI provides AI automation and enterprise consulting services. Our services may include, but are not limited to:

• AI-powered chatbot design, development, and deployment
• Email triage and classification automation
• Lead scoring and qualification systems
• Document analysis and processing automation
• Workflow automation and integration
• AI readiness audits and strategy consulting
• Ongoing management, monitoring, and optimization of deployed AI systems

Our services are designed to be deployed on the Client's own cloud infrastructure. We work within the Client's existing technology environment to build, configure, and deploy AI automation systems that the Client owns and controls. Specific infrastructure requirements, deployment configurations, and hosting arrangements are defined in individual Service Agreements or SOWs.

We offer services at multiple engagement levels to accommodate different business needs. The scope, features, and support levels available at each tier are described in the applicable Service Agreement or SOW.

To enable effective delivery of our services, you agree to the following obligations:

• Access and Credentials. Provide timely access to the cloud infrastructure, systems, accounts, and environments necessary for us to perform the services, including appropriate permissions and credentials.
• Designated Contact. Designate a primary point of contact who has the authority to make decisions, approve deliverables, and provide feedback on behalf of your organization.
• Accurate Information. Provide accurate, complete, and current information about your business requirements, systems, data, and any other information reasonably necessary for us to deliver the services.
• Infrastructure Accounts. Maintain active accounts with the cloud infrastructure and third-party service providers necessary for the operation of deployed AI systems, and ensure those accounts remain in good standing throughout the term of service.
• Data Compliance. Ensure that any data you provide to us or that is processed through AI systems we deploy on your behalf has been collected in compliance with applicable laws and regulations, including obtaining any necessary consents from data subjects.
• Timely Payment. Pay all fees and charges in accordance with the payment terms set forth in Section 5 and your Service Agreement or SOW.
• Reasonable Cooperation. Respond to reasonable requests for information, feedback, and approvals in a timely manner. Delays caused by your failure to cooperate may affect project timelines and deliverables.
• Lawful Use. Use the services and any AI systems we deploy only for lawful purposes and in compliance with all applicable laws, regulations, and industry standards. You shall not use our services to process data in a manner that is deceptive, discriminatory, or harmful.

Client Ownership of Deliverables. Upon full payment of all applicable fees, you own all custom deliverables created specifically for you under a SOW or Service Agreement. "Custom deliverables" means the AI system configurations, custom integrations, trained models (where applicable), and documentation created specifically for your engagement.

ArxOps AI Pre-Existing IP. ArxOps AI retains all rights, title, and interest in and to its pre-existing intellectual property, including proprietary methodologies, frameworks, tools, libraries, templates, processes, and know-how that existed prior to or were developed independently of your engagement ("Pre-Existing IP"). Nothing in these Terms transfers ownership of Pre-Existing IP to you.

License to Pre-Existing IP. To the extent that any Pre-Existing IP is incorporated into deliverables provided to you, we grant you a non-exclusive, non-transferable, perpetual license to use that Pre-Existing IP solely as embedded in and necessary for the operation of your deliverables. This license does not include the right to modify, reverse-engineer, sublicense, or distribute the Pre-Existing IP independently of the deliverables.

License Back. You grant ArxOps AI a non-exclusive, royalty-free, perpetual license to use general knowledge, techniques, and experience gained during the performance of services for you, provided that such use does not disclose your Confidential Information (as defined in Section 7) or include your proprietary data.

Website and Marketing Content. All content on the Website, including text, graphics, logos, images, and software, is the property of ArxOps AI or its licensors and is protected by applicable intellectual property laws. You may not reproduce, distribute, modify, or create derivative works from any Website content without our prior written consent.

Our services are offered under the following fee structures, as specified in the applicable Service Agreement or SOW:

• Monthly retainers for ongoing managed AI services
• One-time setup fees for initial deployment and configuration
• Project fees for fixed-scope engagements
• Audit fees for comprehensive AI readiness assessments

All invoices are due within fifteen (15) days of the invoice date unless otherwise specified in your Service Agreement or SOW. Payment shall be made via the payment method specified in your agreement.

Overdue balances accrue interest at a rate of one and one-half percent (1.5%) per month, or the maximum rate permitted by applicable law, whichever is lower. ArxOps AI reserves the right to suspend services for accounts that are more than thirty (30) days past due, upon ten (10) days' written notice.

All fees are exclusive of applicable taxes, duties, and government-imposed charges. You are responsible for all sales, use, value-added, and similar taxes arising from your purchase of services, excluding taxes based on ArxOps AI's net income.

Monthly retainer fees are non-refundable for the current billing period. Setup fees are non-refundable once work has commenced. Project fees for incomplete work will be prorated based on work completed and documented at the time of termination. Refund eligibility for specific engagements may be addressed in the applicable SOW.

Strategy Calls. ArxOps AI offers complimentary strategy calls to prospective clients. Strategy calls are informational in nature and do not create any obligation on either party to enter into a service agreement.

Comprehensive Audits. Paid comprehensive AI readiness audits are conducted under a separate engagement letter or SOW. The audit fee, where applicable, may be credited toward setup fees if the Client proceeds with a full service engagement, as specified in the audit engagement letter.

Confidentiality of Audit Information. All information shared during the audit process, including business operations data, system architecture details, and strategic objectives, is treated as Confidential Information under Section 7 of these Terms. We do not share audit findings with third parties without your written consent.

"Confidential Information" means any non-public information disclosed by one party ("Disclosing Party") to the other party ("Receiving Party") in connection with these Terms or any engagement, whether disclosed orally, in writing, or electronically, that is designated as confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes, but is not limited to, business plans, financial data, technical specifications, system architectures, customer lists, pricing information, and proprietary methodologies.

The Receiving Party agrees to:

• Protect Confidential Information using at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care
• Use Confidential Information only for the purposes contemplated by these Terms and the applicable engagement
• Limit disclosure of Confidential Information to employees, contractors, and agents who have a need to know and are bound by obligations of confidentiality at least as protective as those in these Terms
• Promptly notify the Disclosing Party of any unauthorized disclosure or use of Confidential Information

Confidential Information does not include information that: is or becomes publicly available through no fault of the Receiving Party; was rightfully known to the Receiving Party prior to disclosure; is rightfully received from a third party without restriction on disclosure; is independently developed by the Receiving Party without use of or reference to the Confidential Information; or is required to be disclosed by law, regulation, or court order (provided that the Receiving Party gives the Disclosing Party prompt notice and reasonable cooperation to seek a protective order).

ArxOps AI may request permission to use your company name, logo, and a summary of the engagement outcome in case studies, testimonials, or marketing materials. Such use requires your prior written consent. You may revoke this consent at any time upon thirty (30) days' written notice.

We warrant that:

• Services will be performed in a professional and workmanlike manner consistent with generally accepted industry standards
• Personnel assigned to your engagement will have qualifications and experience appropriate for the services being performed
• We will comply with all applicable laws and regulations in the performance of services

You warrant that:

• You have the authority to enter into these Terms and any associated engagement documents
• Information you provide to us is accurate and complete
• Your use of the services will comply with all applicable laws and regulations
• You have obtained all necessary rights, consents, and authorizations for any data you provide to us

EXCEPT AS EXPRESSLY SET FORTH IN THESE TERMS, ALL SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

AI systems produce probabilistic outputs based on patterns in training data and the information provided to them. ArxOps AI does not warrant that AI-generated outputs will be error-free, complete, or suitable for any particular purpose. Clients are responsible for reviewing, validating, and approving AI-generated outputs before acting on them or incorporating them into business decisions. AI outputs should not be relied upon as a substitute for professional judgment, legal advice, medical advice, financial advice, or other expert guidance.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, LOSS OF DATA, LOSS OF BUSINESS OPPORTUNITY, OR COST OF PROCUREMENT OF SUBSTITUTE SERVICES, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS, REGARDLESS OF THE THEORY OF LIABILITY AND WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

THE TOTAL CUMULATIVE LIABILITY OF EITHER PARTY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS SHALL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY THE CLIENT TO ARXOPS AI DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

THE LIMITATIONS SET FORTH IN THIS SECTION SHALL APPLY REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, AND SHALL SURVIVE THE TERMINATION OR EXPIRATION OF THESE TERMS.

Nothing in this Section shall limit liability for: (a) a party's indemnification obligations under Section 10; (b) a party's breach of confidentiality obligations under Section 7; (c) a party's willful misconduct or gross negligence; or (d) liability that cannot be limited or excluded under applicable law.

ArxOps AI Indemnification. ArxOps AI shall indemnify, defend, and hold harmless the Client and its officers, directors, employees, and agents from and against any third-party claims, losses, damages, liabilities, and expenses (including reasonable attorneys' fees) arising from: (a) ArxOps AI's material breach of these Terms; (b) ArxOps AI's gross negligence or willful misconduct in the performance of services; or (c) any claim that the services or deliverables provided by ArxOps AI infringe the intellectual property rights of a third party.

Client Indemnification. The Client shall indemnify, defend, and hold harmless ArxOps AI and its officers, directors, members, employees, and agents from and against any third-party claims, losses, damages, liabilities, and expenses (including reasonable attorneys' fees) arising from: (a) the Client's material breach of these Terms; (b) the Client's use of services or deliverables in a manner not authorized by these Terms or the applicable engagement document; (c) the Client's violation of applicable laws or regulations; or (d) any claim arising from data provided by the Client to ArxOps AI, including claims that such data infringes third-party rights or was collected without proper consent.

Indemnification Procedure. The indemnified party shall: (a) promptly notify the indemnifying party of any claim; (b) give the indemnifying party sole control of the defense and settlement of the claim; and (c) provide reasonable cooperation at the indemnifying party's expense. Failure to provide prompt notice shall not relieve the indemnifying party of its obligations except to the extent materially prejudiced by the delay.

These Terms become effective when you first access the Website or engage our services and remain in effect until terminated. Individual Service Agreements and SOWs have their own terms as specified therein.

Monthly Engagements. Either party may terminate a monthly retainer engagement by providing thirty (30) days' written notice to the other party. The termination becomes effective at the end of the notice period, and the Client is responsible for fees through the end of that period.

Fixed-Term Engagements. Fixed-term engagements (project-based SOWs, annual agreements) may be terminated early only as specified in the applicable engagement document or by mutual written agreement.

Termination for Cause. Either party may terminate these Terms or any engagement immediately upon written notice if the other party: materially breaches these Terms or the applicable engagement document and fails to cure such breach within thirty (30) days of receiving written notice; becomes insolvent, files for bankruptcy, or has a receiver appointed for a substantial portion of its assets; or ceases to conduct business in the normal course.

Post-Termination Obligations. Upon termination or expiration of any engagement: ArxOps AI will deliver all completed and in-progress deliverables to the Client, subject to payment of all outstanding fees. ArxOps AI will provide reasonable transition assistance to facilitate the orderly handover of services and documentation. All Client data, configurations, and credentials stored by ArxOps AI will be returned to the Client or securely deleted within thirty (30) days of the termination effective date, at the Client's election. Sections 4 (Intellectual Property), 7 (Confidentiality), 8 (Warranties and Disclaimers), 9 (Limitation of Liability), 10 (Indemnification), 13 (Dispute Resolution), and 14 (Governing Law) shall survive termination or expiration of these Terms.

Informal Resolution. In the event of any dispute, claim, or controversy arising out of or relating to these Terms or the services ("Dispute"), the parties shall first attempt to resolve the Dispute informally by sending written notice to the other party describing the Dispute and the proposed resolution. The parties shall negotiate in good faith for a period of thirty (30) days from the date of notice.

Mediation. If the Dispute cannot be resolved informally within thirty (30) days, either party may initiate non-binding mediation. Mediation shall be conducted in the Commonwealth of Virginia by a mutually agreed-upon mediator. The costs of mediation shall be shared equally by the parties.

Binding Arbitration. If the Dispute is not resolved through mediation within sixty (60) days of the initial dispute notice, either party may submit the Dispute to final and binding arbitration under applicable commercial arbitration rules. The arbitration shall be conducted by a single arbitrator in the Commonwealth of Virginia. The arbitrator's decision shall be final and binding, and judgment on the award may be entered in any court of competent jurisdiction.

Injunctive Relief. Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of a party's intellectual property rights or Confidential Information, without the requirement of posting a bond or proving actual damages.

Entire Agreement. These Terms, together with any applicable Service Agreements, SOWs, and other engagement documents, constitute the entire agreement between the parties with respect to the subject matter hereof and supersede all prior or contemporaneous agreements, proposals, negotiations, representations, and communications, whether written or oral.

Amendments. ArxOps AI may update these Terms from time to time. Updated Terms will be posted on the Website with a revised effective date. Material changes will be communicated to active clients via email at least thirty (30) days before the changes take effect. Continued use of the services after the effective date of updated Terms constitutes acceptance of the updated Terms.

Severability. If any provision of these Terms is found to be invalid, illegal, or unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect. The invalid provision shall be modified to the minimum extent necessary to make it valid and enforceable while preserving the parties' original intent.

Waiver. The failure of either party to enforce any right or provision of these Terms shall not constitute a waiver of that right or provision. Any waiver must be in writing and signed by the waiving party to be effective.

Assignment. You may not assign or transfer these Terms or any rights or obligations hereunder without our prior written consent. ArxOps AI may assign these Terms in connection with a merger, acquisition, reorganization, or sale of all or substantially all of its assets, provided that the assignee agrees to be bound by these Terms. Any attempted assignment in violation of this provision shall be null and void.

Force Majeure. Neither party shall be liable for any failure or delay in the performance of its obligations (other than payment obligations) due to circumstances beyond its reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, pandemics, government actions, power failures, internet disruptions, or third-party service provider outages. The affected party shall provide prompt notice of the force majeure event and use reasonable efforts to mitigate its effects.

Independent Contractor. ArxOps AI is an independent contractor. Nothing in these Terms creates a partnership, joint venture, employment, or agency relationship between the parties. Neither party has the authority to bind the other or incur obligations on the other's behalf.

Notices. All notices required or permitted under these Terms shall be in writing and delivered via email to legal@arxops.com (for ArxOps AI) or the email address associated with the Client's account. Notices are deemed delivered when sent, provided the sender does not receive a delivery failure notification.

Your use of our services is also governed by our Privacy Policy, which describes how we collect, use, and protect your personal information.

For questions about these Terms of Service, please contact us:

Legal inquiries: legal@arxops.com

General inquiries: hello@arxops.com

Website: arxops.ai