Axari Terms of Service

1. Definitions

• “Twin” means the personal AI agent provided to an individual User: it operates in the User's messaging platform, acts only with that User's authorization, and its work is private to that User as described in Section 4.
• “Teammate” means any shared, organization-level agent Axari may offer in the future; Teammates may be governed by additional terms when released.
• “User” means an individual authorized by Customer who registers to use the Services.
• “Credits” means the unit in which Platform usage is metered. Credits have no cash value, are not redeemable, and are consumed as the Platform performs work.
• “Customer Data” means data submitted to, stored in, or processed through the Services by or for Customer or its Users, including data accessed via connected third-party systems.
• “Output” means responses, summaries, drafts, dashboards, recommendations, or other results generated by the Services.
• “Order Form” means any ordering document or written commercial agreement specifying subscription scope, fees, and terms. If these Terms conflict with an Order Form, the Order Form controls for that conflict.

2. The Services

Axari provides each User a Twin: a personal AI colleague that works inside the User's messaging platform, connects to tools the User chooses, and performs security and operational work such as briefs, drafting, tracking, questionnaire responses, reporting, and recurring responsibilities. Features may evolve; material changes to paid functionality will be communicated.

3. Eligibility, Accounts, and Admins

• Users must be able to form a binding contract and must provide accurate registration information.
• Customer may designate admins who manage organization membership, roles, billing, and organization-level settings.
• Customer is responsible for its Users' compliance with these Terms and for safeguarding credentials. Notify Axari promptly of suspected compromise.

4. Users, Personal Authorization, and Twin Privacy

• Personal integrations. Each User connects third-party tools individually, through scoped authorizations that the User can view and revoke at any time. A Twin acts only with its owner's access and never inherits another person's permissions.
• Twin privacy. A Twin's conversations, memory, and activity log are available to its owner. Axari does not make them available to Customer's admins or other personnel through the Services. Customer admins receive aggregated administrative information (for example seats, plan, and credit consumption), not the content of a Twin's work. Customer is responsible for its own internal policies regarding employee use of workplace tools.
• Acting as the User. Where a User approves an action, the Platform may execute it on the User's behalf and under the User's identity in connected systems (for example sending a reply or posting a message). Such actions are attributed to the User as described in Section 8.

5. Plans, Credits, and Billing (Self-Serve)

• Credits and lots. Usage is metered in Credits drawn from an organization-level pool. Plan Credits are granted monthly and expire at the end of each monthly cycle without rollover. Top-up Credits do not expire. Free or promotional Credits expire as stated when granted. Credits are consumed in order of soonest expiry.
• Billing cycle. Subscriptions bill on the anniversary of the subscription date. Annual plans are billed upfront at the stated annual price; Credits are still granted and reset monthly.
• Auto top-up. If Customer enables auto top-up, Customer expressly authorizes Axari to automatically charge the payment method on file for the configured top-up amount whenever the Credit pool is exhausted, so work can continue. Each auto top-up generates a receipt. Customer can adjust or disable auto top-up at any time in billing settings.
• Plan changes. Upgrades take effect immediately with a prorated charge and prorated Credits. Downgrades take effect at the next cycle (monthly) or term end (annual). Cancellation stops renewal at the end of the current cycle or term; unexpired Top-up Credits remain usable.
• Failed payment. If a renewal charge fails, plan Credits are withheld while payment is retried; the Services continue on any remaining non-expiring Credits. When payment succeeds, the billing cycle date moves to the successful payment date. If payment cannot be collected, the subscription lapses and the organization continues on a top-up-only basis.
• Refunds. Except where required by law or expressly stated in an Order Form, fees and Credits are non-refundable. Axari may issue refunds or Credits at its discretion on a case-by-case basis.
• Payment processing. Payments are processed by third-party processors (for example Stripe); Axari does not store full card numbers. Fees exclude taxes, which are Customer's responsibility (except taxes on Axari's net income).
• Trials and beta. Trials, early access, and beta features are provided as-is, may change, and may be discontinued.

6. BYOK (Customer-Provided Model Keys)

• Customer's provider relationship. Under BYOK, Customer connects its own model provider account; inference for agent work is billed by that provider to Customer under Customer's own agreement. Customer is responsible for its provider account, quotas, and compliance with provider terms.
• Platform calls. Axari continues to make limited platform model calls (for example message classification and routing) on Axari's own provider accounts.
• Service levels. Unavailability, rate limiting, or degradation attributable to Customer's provider or keys is excluded from Axari's service-level commitments.
• Approved models. BYOK operates against Axari's approved-model list; Axari may update the list to protect service quality.
• Fallback. If Customer's key fails or is unavailable, Axari may continue affected work on Axari's own keys, and such usage is billed at the standard (non-BYOK) rate. Fallback events are visible in usage reporting.
• Key security. Customer-provided keys are stored encrypted, are never logged, are used only for Customer's inference, and are deleted on termination or on Customer's instruction.

7. Customer Data and Integrations

• Customer and its Users control which third-party tools are connected and what data is made available. By enabling an integration, the connecting User authorizes Axari to access and process that data as necessary to provide the Services.
• Third-party systems are governed by their own terms; Axari is not responsible for third-party services, including outages, data loss, or policy changes.
• Organizational intelligence. The Services may compile profiles of organizations (including Customer and, where Users run vendor-risk work, third parties) from publicly available sources to provide context. Such profiles may be incomplete or inaccurate, are provided with source references, and are subject to Section 8's validation obligations.

8. Approvals, Outputs, and Human Responsibility

• Approval gate. The Platform is designed so that consequential actions, including external sends, channel posts, and writes to connected systems, execute only after the responsible User's explicit approval.
• Approved actions. Actions a User approves are taken on the User's behalf, and Customer is responsible for them to the same extent as if the User had performed them directly.
• No guarantee of correctness. Output can be wrong, incomplete, or misleading. Customer must validate Output before relying on it, especially for decisions involving security posture, compliance, legal risk, financial impact, or incident response.
• No professional advice. Output is informational and is not legal, audit, compliance, or professional advice.

9. Acceptable Use

Customer will not, and will not permit Users to:

• Use the Services unlawfully or to infringe third-party rights.
• Probe, scan, or test the Services' vulnerabilities, or bypass security controls, without Axari's written authorization.
• Reverse engineer or disassemble the Services except to the extent this restriction is prohibited by law.
• Interfere with or disrupt the Services, including abuse of rate limits.
• Upload or transmit malware, exploit code, or harmful content.
• Use the Services to build or improve a competing product, except where this restriction is prohibited by law.
• Use the Services to make fully automated decisions with material effects on individuals or organizations without human review.

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

10. Security, Privacy, and Data Use

• Axari maintains technical and organizational measures as described in its Security Practices page, including tenant isolation and prompt/context isolation.
• Axari does not use Customer Data to train foundation models by default; any such use requires Customer's explicit, documented opt-in.
• Axari's personal data practices are described in the Privacy Policy. Enterprise customers may execute Axari's Data Processing Agreement.

11. Intellectual Property; Feedback

• Axari retains all rights in the Services, including software, workflows, and templates (excluding Customer Data). Customer retains all rights in Customer Data. As between the parties and to the extent permitted by law, Customer owns Output generated for it, excluding Axari's underlying technology.
• Axari may use suggestions and feedback without restriction or compensation.

12. Messaging App Lifecycle, Suspension, and Termination

• Installation. The Axari app is installed into Customer's workspace with the authorization of Customer's workspace administrator. Installation grants only the scopes presented at install; each User's tool connections are separate personal authorizations.
• Uninstall. If the app is uninstalled from Customer's workspace, the Services for that workspace are suspended: scheduled work pauses and Credit consumption stops. Reinstallation within the retention window restores the workspace with Twins, memory, and configurations intact.
• Retention window. Following uninstall or termination, Customer Data is retained for 30 days for export. After 30 days, Customer Data is deleted and stored third-party authorizations are revoked, except where retention is required by law. Axari will provide a reminder before deletion.
• Suspension. Axari may suspend access where use poses a security risk, violates these Terms, or threatens the Services' integrity or availability.
• Termination. Either party may terminate per the applicable Order Form; absent one, either party may terminate for material breach not cured within 30 days of written notice.

Sections 8, 11, and 13 through 17 survive termination.

13. Confidentiality

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

14. Disclaimers

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

15. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW: (A) AXARI WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOSS OF PROFITS, REVENUE, DATA, OR GOODWILL; AND (B) AXARI'S TOTAL LIABILITY ARISING OUT OF OR RELATED TO THE SERVICES WILL NOT EXCEED THE AMOUNTS PAID OR PAYABLE BY CUSTOMER FOR THE SERVICES IN THE 12 MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

16. Indemnification

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

17. Governing Law and Venue

These Terms are governed by the laws of the State of Delaware, without regard to conflict of law principles. Any action arising out of or relating to these Terms shall be brought exclusively in the state or federal courts located in Delaware, and the parties consent to their jurisdiction and venue.

18. Changes; Miscellaneous

• Axari may update these Terms; material changes will be notified via the Site, Platform, or email, and continued use after the effective date constitutes acceptance.
• Customer may not assign these Terms without Axari's written consent; Axari may assign in connection with a merger, acquisition, or sale of assets.
• If any provision is unenforceable, the remainder remains in effect. Failure to enforce is not a waiver.
• These Terms, plus any Order Form and incorporated policies, are the entire agreement for the Services.