Axiom Terms of Service
Effective: October 1, 2026 · Provided by Iterix Systems, LLC · Version 1.0
Iterix Systems, LLC dba iterix.ai, a Texas limited liability company ("Iterix"), provides Axiom, the keep-or-drop platform for AI Roles (the "Services", as defined below). The use of the Services by a Customer and its Authorized Users (each as defined below) is subject to and governed by these Axiom Terms of Service (these "Terms" or this "Agreement"). Iterix may update these Terms as described in Section 14.6. Customer can access and review the most current version of these Terms at the URL for this page or through the "Terms of Service" link within the Services. Any plan, checkout or other ordering terms Customer accepts when purchasing access to the Services ("Plan Terms") form part of this Agreement.
PLEASE REVIEW THESE TERMS CAREFULLY. BY REGISTERING FOR AN ACCOUNT, ACCEPTING PLAN TERMS THAT REFERENCE THESE TERMS, OR OTHERWISE ACCESSING OR USING THE SERVICES, CUSTOMER AGREES TO BE BOUND BY THESE TERMS. IF THE INDIVIDUAL ACCEPTING THESE TERMS IS ACCEPTING ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, SUCH INDIVIDUAL REPRESENTS THAT THEY HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THESE TERMS. IF THE INDIVIDUAL DOES NOT HAVE SUCH AUTHORITY, OR DOES NOT AGREE WITH THESE TERMS, SUCH INDIVIDUAL MUST NOT ACCEPT THESE TERMS AND MAY NOT USE THE SERVICES.
This Agreement contains an agreement to arbitrate in Section 14.2, which requires, among other things, that disputes relating to this Agreement or the Services be resolved by binding arbitration and on an individual basis only.
1. Definitions
"Affiliate" means any entity that directly or indirectly controls, is controlled by, or is under common control with a party.
"AI Model" means the generative artificial intelligence model that receives Customer Data and instructions and produces Work Product through the Services — either a model Iterix provides or a model Customer connects with its own key.
"Approval" means a decision the Services route to Customer before a consequential action proceeds.
"Authorized User" means an individual employee, contractor, or agent of Customer who is authorized by Customer to access the Services under Customer's account.
"Budget Ceiling" means the spending limit Customer sets for its Workspace.
"Charter" means the scope, rules and limits Customer sets for the Roles in its Workspace.
"Confidential Information" means all information identified in good faith by either party as being confidential or proprietary or information that, under the circumstances, a reasonable person would assume to be confidential or proprietary, including trade secrets, know-how, product plans, customers, customer lists, software, processes, technology, designs, finances, or other business information provided by either party. Confidential Information may include third-party information that the disclosing party is obliged to keep confidential. All Customer Data and Work Product are the Confidential Information of Customer.
"Customer" means: (i) in the case of an individual accepting these Terms on their own behalf for business purposes, including as a sole proprietor, such individual; or (ii) in the case of an individual accepting these Terms on behalf of a company or other legal entity, that company or legal entity.
"Customer Data" means all data, documents and content submitted by Customer or its Authorized Users to the Services, including goals, instructions, knowledge, the onboarding brief, and the reasons given for Approvals.
"Documentation" means Iterix's user guides and technical documentation for the Services made available to Customer.
"DPA" means the Axiom Data Processing Addendum.
"Goal" means an outcome Customer sets for Roles to work toward.
"Pre-release Services" means the Services, or any part of them, while labelled alpha, beta, early access, pre-release, trial or preview.
"Prepaid Balance" means the amount Customer has paid in advance for usage of the Services, less amounts consumed.
"Promotional Credit" means any balance, credit or trial amount Iterix provides without payment.
"Role" means an AI agent configured in Customer's Workspace to carry work toward a Goal.
"Services" means Axiom and any related services, software and offerings provided by Iterix under this Agreement, including Pre-release Services, and any enhancements, updates, upgrades or bug fixes to them, and the Documentation.
"Sub-processor" has the meaning given in the DPA.
"Subscription Term" means the period during which Customer is authorized to access the Services under its plan.
"Third Party Offerings", "Third Party Providers" and "Third Party Sites" mean, respectively, services or sites that interoperate with or are linked from the Services but are provided, owned or hosted independently by a third party; the third parties that provide them; and their websites.
"Work Product" means the output generated by the Services for Customer, including deliverables produced by Roles.
"Workspace" means Customer's account as provisioned on the Services, with its own isolated data environment.
2. Access and Use Rights
2.1 License Grant
Subject to the terms of this Agreement and Customer's payment of all applicable fees, Iterix grants Customer a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Services during the Subscription Term solely for Customer's internal business operations and in accordance with the Documentation and the Plan Terms.
2.2 Authorized Users
Authorized Users may access and use the Services on Customer's behalf provided that: (i) each Authorized User has a separate user account and only one Authorized User has access to each account; (ii) Customer ensures that all Authorized Users comply with this Agreement and the AUP on the same basis as Customer; (iii) such use is only in furtherance of Customer exercising its rights and fulfilling its obligations under this Agreement; (iv) such use does not increase the scope of the license granted; and (v) Customer remains fully responsible for the acts and omissions of its Authorized Users as if they were Customer's own.
2.3 Restrictions
Except as expressly authorized in this Agreement or by Iterix, Customer will not, and will not permit any third party, including any Authorized User, to: (i) modify, adapt, or create derivative works of the Services; (ii) rent, lease, loan, resell, transfer, sublicense, display or distribute the Services to any third party; (iii) decompile, disassemble, translate or reverse-engineer the Services or otherwise attempt to derive their source code, algorithms, models or techniques; (iv) remove, alter or obscure any trademark, copyright or other proprietary notice on the Services; (v) interfere with or disrupt the servers or networks through which the Services are provided; (vi) automatically or programmatically extract data from the Services other than through features Iterix provides for that purpose; (vii) represent that any Work Product was human-generated when it was not; (viii) use the Services for any illegal, unauthorized or otherwise improper purpose; (ix) use or offer the Services on a service bureau, hosted, software-as-a-service or time-sharing basis, or frame or mirror the Services; (x) use the Services to build a similar or competitive product or service; or (xi) use the Services to transmit code, files, scripts or programs intended to do harm, including viruses, worms, time bombs and trojan horses.
2.4 Acceptable Use
Customer's use of the Services is subject to the Axiom Acceptable Use Policy ("AUP"), which is incorporated into this Agreement by reference. Iterix may update the AUP from time to time; material changes will be communicated in accordance with Section 14.8.
2.5 Pre-release Services
2.5.1 Pre-release Disclaimer. PRE-RELEASE SERVICES ARE PROVIDED "AS IS", "AS AVAILABLE" AND WITH ALL FAULTS, AND CUSTOMER'S USE OF THEM IS AT ITS SOLE RISK. Iterix has no obligation to provide, update or continue any Pre-release Service. Any information about Iterix's roadmap is for information only, is subject to change without notice, and is not a commitment. Customer acknowledges that Pre-release Services have not been fully tested, may contain defects that Iterix does not correct, and may change significantly before any generally available release.
2.5.2 Pre-release Liability. NOTWITHSTANDING SECTION 11, WHERE LEGAL LIABILITY CANNOT BE EXCLUDED BUT MAY BE LIMITED, ITERIX'S AGGREGATE LIABILITY, AND THAT OF ITS SUPPLIERS AND AUTHORIZED PARTNERS, FOR ANY AND ALL CLAIMS ARISING FROM OR RELATING TO PRE-RELEASE SERVICES SHALL NOT EXCEED ONE HUNDRED US DOLLARS (USD 100).
2.6 Eligibility
The Services are offered only to businesses located in the United States, including individuals located in the United States who use the Services solely for business purposes, such as sole proprietors. The Services are not offered to consumers or for personal, family or household use. By accepting these Terms, Customer represents that it meets these requirements.
3. Customer Responsibilities
3.1 Customer Data
Customer is solely responsible for all Customer Data, including its accuracy, completeness and integrity, and for giving all required notices and obtaining all necessary consents before making Customer Data available to the Services. Customer represents and warrants that: (1) it has all rights and licenses necessary for Iterix to process Customer Data as set out in this Agreement and the DPA; and (2) its submission of Customer Data will not violate this Agreement, the AUP, or any law applicable to that data, including intellectual property, privacy and data protection laws.
3.2 Goals, Charter and Approvals
Customer is solely responsible for the Goals, Budget Ceiling, Charter and instructions it sets, and for every Approval it gives. The Services route consequential actions to Customer for Approval and stop spending when the Budget Ceiling or Prepaid Balance is reached; Iterix does not warrant that any Goal, Charter or Approval satisfies any legal or regulatory obligation applicable to Customer's business. Customer must not use the Services to automate decisions in violation of applicable law.
3.3 Model Keys
If Customer connects its own AI Model key, Customer is responsible for the security and appropriateness of that key, must provide only a key it is authorized to use, and must promptly rotate a key it suspects is compromised.
3.4 Compliance
Customer is responsible for its own regulatory compliance in connection with its use of the Services. Customer must not submit data categories that are not covered by the DPA or its plan, including protected health information or payment card data.
4. Iterix Responsibilities
4.1 Service Delivery
Iterix will: (i) provide the Services in accordance with this Agreement and the Documentation; (ii) provide the support described in the Plan Terms or Iterix's support policy; and (iii) maintain appropriate administrative, technical and physical security measures to protect Customer Data. No service level commitment applies to Pre-release Services; any service level for generally available Services will be stated in the Plan Terms.
4.2 Sub-processors
Iterix uses Sub-processors to deliver the Services, including hosting and database providers and AI model providers. A current list of Sub-processors is maintained on the Sub-processors page of the Axiom website. Iterix will notify Customer of changes to its Sub-processors in accordance with the DPA.
4.3 Platform Modifications
Iterix may modify or update the Services at any time. Iterix will use reasonable efforts to give advance notice of changes that materially reduce the functionality of generally available Services, and will not make changes that materially degrade the security of Customer Data without Customer's consent.
4.4 Dealings With Third Parties
4.4.1 Third Party Sites. The Services may contain links to Third Party Sites. Iterix does not endorse and is not responsible for Third Party Sites, their content, or their terms and privacy practices. Customer's use of a Third Party Site is at its own risk and is governed by that site's terms.
4.4.2 Third Party Offerings and AI Models. If Customer enables a Third Party Offering, including by connecting its own AI Model key, Customer acknowledges that Iterix may allow the Third Party Provider to access Customer Data to the extent required for the interoperation, and that Customer's use is governed by Customer's agreement with that provider. Iterix makes no warranty and assumes no liability for Third Party Offerings enabled by Customer, which are provided "AS IS".
4.4.3 Generative AI. CUSTOMER ACKNOWLEDGES THAT AI MODELS PROVIDE GENERATIVE AI FUNCTIONALITY THAT INFORMS WORK PRODUCT, AND THAT ITERIX MAKES NO REPRESENTATION OR WARRANTY REGARDING AI MODELS. Iterix may change which AI Models the Services use, with notice where the change adds or replaces a Sub-processor under the DPA. To the extent Customer Data includes personal information, Customer represents and warrants that it has provided all notices and obtained all consents necessary for Iterix to process that information using generative AI functionality.
5. Data Processing
5.1 Data Processing Addendum
To the extent Iterix processes personal data on Customer's behalf, the DPA applies and is incorporated into this Agreement by reference. In the event of conflict between this Agreement and the DPA with respect to personal data processing, the DPA governs.
5.2 License to Customer Data
Customer grants Iterix and its Sub-processors a non-exclusive, worldwide, royalty-free license to host, copy, process, transmit and display Customer Data and Work Product solely as necessary to provide the Services to Customer and as described in the DPA. Customer acknowledges that the technical processing and transmission of data may require transmission over various networks and modification to conform to the technical requirements of networks or devices.
5.3 Iterix Use of Customer Data
Iterix will not: (i) use Customer Data or Work Product for any purpose other than providing the Services and as permitted under the DPA; (ii) share Customer Data or Work Product with third parties except as required to provide the Services, as required by law, or with Customer's consent; or (iii) use Customer Data or Work Product to train or improve AI or machine-learning models without Customer's prior written consent.
5.4 Record of Activity
The Services keep a record, within Customer's Workspace, of the actions Roles take, the Approvals given and the amounts spent. The record is part of Customer's Workspace and is deleted with it under Section 5.5, except where applicable law requires Iterix to retain it.
5.5 Data Return and Deletion
Upon termination or expiration of the Subscription Term, Customer may request an export of Customer Data and Work Product by email to [email protected] within 30 days, and Iterix will provide it. Thereafter, Iterix will delete Customer Data and Work Product in accordance with the DPA, subject to retention required by law.
6. Fees and Payment
6.1 Fees
Customer will pay the fees for its plan as shown to Customer before purchase and on Iterix's pricing page. Paid pricing may include a subscription fee, a service fee based on usage, and, where Customer uses an AI Model provided by Iterix rather than its own key, the model provider's published price passed through at cost. No charge is made without Customer's agreement.
6.2 Prepaid Balance
Paid access is prepaid: Customer funds a Prepaid Balance in advance and usage draws it down. Customer sets its own Budget Ceiling; Iterix does not set or suggest it. When the Budget Ceiling or the Prepaid Balance is reached, the Roles in the Workspace stop automatically; usage already in progress at that moment may still be charged. All payments are made in US dollars. Customer acknowledges that Iterix uses third-party payment providers to collect fees, authorizes Iterix and its payment providers to charge Customer's chosen payment method, and agrees that Iterix is not responsible for fees or penalties resulting from inaccurate payment information Customer provides. Iterix may change payment providers at any time.
6.3 Refunds
Unused Prepaid Balance — excluding Promotional Credits — is refundable on Customer's request to the original payment method. Payment-processing fees are non-refundable, and refunds are limited to amounts Customer paid and has not consumed. Subscription fees for a period already begun are not refundable. Where Customer's account has had no activity for the dormancy period set by applicable unclaimed-property law, Iterix will refund the unused Prepaid Balance, excluding Promotional Credits, to the original payment method, less payment-processing fees. If the original payment method can no longer accept a refund, Iterix will make the refund on Customer's request to another payment method that Iterix has verified belongs to Customer.
6.4 Promotional Credits
Promotional Credits have no cash value, are not refundable, and may be subject to additional terms shown when they are granted.
6.5 Taxes
Customer is responsible for all taxes, levies or duties imposed by taxing authorities on fees payable under this Agreement.
6.6 Fee Changes
Iterix may change its subscription and service fees on at least 30 days' written notice before the change takes effect. Pass-through AI Model prices change when the model provider's published price changes and are shown before use. If Customer objects to a change, Customer may close its account before the change takes effect and receive a refund of its unused Prepaid Balance under Section 6.3. Customer's continued use of the Services after a change takes effect constitutes acceptance of the new fees.
7. Confidentiality
7.1 Obligations
Each party will use the other party's Confidential Information only as necessary to exercise its rights and perform its obligations under this Agreement, and will protect it with the same degree of care it uses for its own Confidential Information of like nature, but no less than reasonable care. Neither party will disclose the other's Confidential Information except to its employees, contractors, agents, directors and members ("Representatives") who need to know it for those purposes, provided that the Representatives are bound by nondisclosure obligations at least as protective as these and the receiving party is liable for any breach by its Representatives.
7.2 Exceptions
Confidential Information does not include information that: (i) was publicly known when disclosed; (ii) becomes public through no act or omission of the receiving party; (iii) is independently developed or acquired by the receiving party without reference to it; (iv) is provided to the receiving party by a third party under no obligation of confidentiality; or (v) is required to be disclosed by law, provided that the receiving party takes reasonable steps to minimize the disclosure and, where permitted, promptly notifies the disclosing party.
7.3 Survival
Confidentiality obligations survive termination of this Agreement for 3 years, except for trade secrets, which are protected for as long as they remain trade secrets under applicable law.
8. Intellectual Property
8.1 Iterix IP
The Services are licensed, not sold. As between Customer and Iterix, Iterix and its licensors own all rights, title and interest, including all intellectual property rights, in and to the Services, excluding Customer Data and Work Product. Iterix reserves all rights not expressly granted. Customer may not use "Iterix", "Axiom" or any of Iterix's names, trademarks, service marks or logos ("Marks") except as expressly authorized, may not remove or alter the Marks, may not include them in any corporate, product or service name, and may not use them in a way that implies endorsement by or association with Iterix. All goodwill arising from use of the Marks inures to Iterix.
8.2 Customer IP
Customer retains all right, title and interest in and to Customer Data and to its Goals, Charter, instructions and other configurations.
8.3 Work Product
As between Customer and Iterix, Customer owns the Work Product, and Iterix assigns to Customer any right, title and interest it may have in the Work Product, subject to Customer's compliance with this Agreement. Customer is responsible for its use of Work Product, including ensuring that it does not violate any law or any privacy, likeness or intellectual property right. Because of the nature of AI, Work Product may not be unique, and other customers may receive similar output; this Section does not give Customer rights in output generated for others. Nothing in this Section limits Iterix's rights in the Services under Section 8.1.
8.4 Feedback
If Customer provides Iterix with feedback, suggestions or recommendations regarding the Services ("Feedback"), Customer grants Iterix a perpetual, irrevocable, royalty-free license to use and incorporate the Feedback without obligation to Customer.
8.5 Aggregated Data
Iterix may collect and analyze data about the provision, use and performance of the Services ("Aggregated Data") and may use and publish Aggregated Data to operate, improve and describe the Services, provided that Aggregated Data contains no Customer Data or Work Product content and does not identify Customer or any individual. Iterix owns the Aggregated Data.
9. Warranties
9.1 Iterix Warranties
For Services other than Pre-release Services, Iterix warrants that: (i) the Services will perform materially in accordance with the Documentation during the Subscription Term; (ii) Iterix will not knowingly introduce malware into the Services; and (iii) Iterix has the right to grant the license in Section 2.1.
9.2 Customer Warranties
Customer warrants that: (i) it has the right and authority to enter into this Agreement; (ii) it has all necessary rights to submit Customer Data to the Services; (iii) its use of the Services will comply with this Agreement; and (iv) it will comply with all applicable laws, including US export, import and sanctions laws, and that neither Customer nor any Authorized User is located in a country subject to a US Government embargo or designated as a "terrorist supporting" country, or listed on any US Government list of prohibited or restricted parties, including the Specially Designated Nationals List.
9.3 Disclaimer
9.3.1 General. EXCEPT AS SET OUT IN SECTION 9.1, THE SERVICES AND WORK PRODUCT ARE PROVIDED "AS IS", "AS AVAILABLE" AND "WITH ALL FAULTS", AND ITERIX, TO THE MAXIMUM EXTENT PERMITTED BY LAW, DISCLAIMS ALL WARRANTIES AND REPRESENTATIONS, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTY THAT THE SERVICES OR WORK PRODUCT WILL BE ACCURATE, COMPLETE, ERROR-FREE OR UNINTERRUPTED, OR WILL MEET CUSTOMER'S REQUIREMENTS.
9.3.2 Accuracy. Given the probabilistic nature of AI, use of the Services may produce Work Product that does not accurately reflect real people, places or facts. Customer agrees that: (i) Work Product may not always be accurate and should not be relied on as a sole source of truth or as a substitute for professional advice; (ii) Customer must evaluate Work Product for accuracy and suitability, including by human review as appropriate, before using or sharing it; (iii) Customer must not use Work Product relating to a person for any purpose that could have a legal or similarly significant effect on that person, such as credit, education, employment, housing, insurance, legal or medical decisions; and (iv) the Services may produce incomplete, incorrect or offensive Work Product that does not represent Iterix's views.
10. Indemnification
10.1 Iterix Indemnification
Iterix will defend Customer against third-party claims alleging that the Services, as provided by Iterix and used in accordance with this Agreement, infringe a third party's intellectual property right, and will indemnify Customer for damages finally awarded in such a claim. This obligation does not apply to claims arising from: (i) use of the Services not in material compliance with this Agreement or applicable law; (ii) use of the Services in combination with hardware, software or AI Models not provided or approved by Iterix; (iii) modifications not made or authorized by Iterix; or (iv) Customer Data or other content submitted by Customer, its Authorized Users or third parties (together, "Customer Acts"). If the Services become, or Iterix reasonably believes they are likely to become, the subject of such a claim, Iterix may at its option: (1) procure the right for Customer to continue using the Services; (2) modify or replace the Services so they are non-infringing with materially equivalent functionality; or (3) terminate this Agreement and refund the unused Prepaid Balance and a pro rata share of any prepaid subscription fees for the remainder of the Subscription Term. THIS SECTION 10.1 STATES CUSTOMER'S SOLE REMEDY AND ITERIX'S SOLE LIABILITY FOR ANY CLAIM THAT THE SERVICES INFRINGE THIRD-PARTY INTELLECTUAL PROPERTY RIGHTS.
10.2 Customer Indemnification
Customer will defend Iterix against third-party claims arising from: (a) Customer Data; (b) Customer's Goals, Charter, instructions or Approvals, or its use of Work Product; (c) Customer's violation of any law or any third party's rights, including intellectual property, privacy or likeness rights; or (d) Customer's breach of this Agreement, and will indemnify Iterix for damages finally awarded in such a claim.
10.3 Indemnification Process
The indemnified party must: (a) promptly notify the indemnifying party of the claim, although a failure to do so relieves the indemnifying party only to the extent it is prejudiced; (b) give the indemnifying party sole control of the defense and settlement; and (c) provide reasonable cooperation. The indemnifying party may not settle a claim in a way that imposes liability or an obligation on the indemnified party without its prior written consent.
11. Limitation of Liability
11.1 Exclusion of Consequential Damages
NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY LOST PROFITS, LOSS OF DATA, GOODWILL OR COST OF COVER, OR FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES, EVEN IF ADVISED OF THEIR POSSIBILITY AND WHETHER OR NOT FORESEEABLE.
11.2 Liability Cap
EXCEPT AS SET OUT IN SECTION 2.5.2, IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY TO THE OTHER FOR ALL CLAIMS ARISING FROM OR RELATING TO THIS AGREEMENT OR THE SERVICES EXCEED THE AMOUNTS PAID BY CUSTOMER TO ITERIX FOR THE SERVICES IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
11.3 Exceptions
The limitations in Sections 11.1 and 11.2 do not apply to: (a) a party's indemnification obligations; (b) a party's breach of its confidentiality obligations; (c) Customer's payment obligations; (d) damages arising from gross negligence or willful misconduct; or (e) liability that cannot be limited under applicable law. THE FOREGOING LIMITATIONS APPLY WHETHER THE CLAIM IS BASED IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE. WHERE APPLICABLE LAW PROHIBITS A LIMITATION, IT IS MODIFIED ONLY TO THE EXTENT NECESSARY TO COMPLY. THE PARTIES AGREE THESE LIMITATIONS ARE AGREED ALLOCATIONS OF RISK AND APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
12. Term and Termination
12.1 Term
This Agreement begins when Customer accepts it and continues until Customer's account is closed or this Agreement is terminated as provided here.
12.2 Subscription Term
A paid plan renews automatically for successive periods equal to its billing period unless Customer cancels before the end of the current period. Customer may cancel or close its Workspace at any time; cancellation takes effect at the end of the current period, and unused Prepaid Balance is refundable under Section 6.3.
12.3 Termination for Cause
Either party may terminate this Agreement on written notice if the other party: (i) materially breaches this Agreement and fails to cure the breach within 30 days of written notice; or (ii) becomes insolvent, makes a general assignment for the benefit of creditors, or becomes subject to bankruptcy or similar proceedings. Iterix may suspend or terminate access immediately, without a cure period, if Customer violates the AUP in a manner that poses a security risk to the Services or other customers, or if required to comply with law. Iterix may also end Pre-release Services at any time on notice.
12.4 Effect of Termination
Upon termination: (i) Customer's right to access the Services ends; (ii) Customer remains liable for fees accrued before termination; (iii) unused Prepaid Balance is refundable under Section 6.3; (iv) each party will return or destroy the other's Confidential Information on request, subject to legal retention obligations; and (v) Iterix will make Customer Data available for export under Section 5.5. Sections 1, 2.5.2, 5.4, 5.5, 6.3, 7, 8, 9.3, 10, 11, 12.4 and 14 survive termination or expiration.
13. Security and Compliance
13.1 Security Measures
Iterix maintains administrative, technical and physical safeguards designed to protect Customer Data, including isolation of each Workspace's data, access controls, and security monitoring, as further described in the DPA.
13.2 Incident Notification
Iterix will notify Customer of a confirmed security incident affecting Customer Data without undue delay and in any event within 72 hours of becoming aware of it, as further described in the DPA.
13.3 Compliance Documentation
Upon request and subject to confidentiality, Iterix will provide Customer with the security and compliance documentation it makes generally available to customers.
14. General Provisions
14.1 Governing Law
This Agreement is governed by the laws of the State of Texas, without regard to its conflict-of-law provisions.
14.2 Agreement to Arbitrate and Class Action Waiver
14.2.1 Binding Arbitration. ALL CLAIMS ARISING IN CONNECTION WITH THIS AGREEMENT SHALL BE RESOLVED BY FINAL AND BINDING ARBITRATION RATHER THAN IN COURT. THERE IS NO JUDGE OR JURY IN ARBITRATION, AND COURT REVIEW OF AN ARBITRATION AWARD IS LIMITED.
14.2.2 Arbitration Procedure. The arbitration shall be conducted by the American Arbitration Association (AAA) under its then-applicable Commercial Arbitration Rules, in English, by a single independent and neutral arbitrator. Payment of filing, administration and arbitrator fees is governed by the AAA's rules. Any in-person hearing shall be held in Austin, Texas. The arbitrator's decision is final and binding, and judgment on the award may be entered in any court of competent jurisdiction.
14.2.3 Class Action Waiver. BOTH PARTIES AGREE THAT ALL CLAIMS SHALL BE RESOLVED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED OR REPRESENTATIVE ACTION. IF FOR ANY REASON A CLAIM PROCEEDS IN COURT RATHER THAN IN ARBITRATION, BOTH PARTIES WAIVE ANY RIGHT TO A JURY TRIAL AND AGREE THAT THE CLAIM SHALL BE BROUGHT ONLY IN A COURT OF COMPETENT JURISDICTION IN AUSTIN, TEXAS, AND SUBMIT TO THE PERSONAL JURISDICTION AND VENUE OF THOSE COURTS.
14.2.4 Injunctive Relief. Either party may seek injunctive or other equitable relief from any court of competent jurisdiction, whether in aid of, pending, or independently of arbitration under this Section 14.2.
14.2.5 Effect of Changes. A material change to this Section 14.2 does not apply to any claim of which Customer gave Iterix written notice before the change took effect.
14.3 Force Majeure
Neither party is liable for any failure or delay in performance (except payment obligations) to the extent caused by circumstances beyond its reasonable control, including acts of God, natural disasters, terrorism, war, civil unrest, labor disputes, epidemics, government action, internet or utility failures, or failures of third-party hosting or telecommunications providers ("Force Majeure Event"). The affected party must promptly notify the other, use reasonable efforts to mitigate, and resume performance as soon as reasonably practicable. If a Force Majeure Event continues for more than 30 consecutive days, either party may terminate on written notice without liability, except for payment obligations accrued before termination.
14.4 Assignment
Neither party may assign this Agreement without the other's prior written consent, except that either party may assign it without consent to an Affiliate or in connection with a merger, acquisition, corporate reorganization, change of control, or sale of all or substantially all of its assets. Any other attempted assignment is void. This Agreement binds and benefits the parties' permitted successors and assigns. If Iterix undergoes a change of control, the successor may access Customer Data to the extent necessary to continue providing the Services, subject to this Agreement and the DPA.
14.5 Entire Agreement
This Agreement, together with the Plan Terms, the AUP and the DPA, is the entire agreement between the parties on its subject matter and supersedes all prior or contemporaneous agreements, representations and understandings.
14.6 Changes to These Terms; Waiver
Iterix may update these Terms by posting the updated version and notifying Customer under Section 14.8 before the update takes effect; continued use of the Services after that date constitutes acceptance. Any other amendment must be in writing and signed by authorized representatives of both parties. No waiver of any provision is a waiver of any other provision or of the same provision on another occasion.
14.6.1 Electronic Acceptance; Authority. This Agreement may be accepted electronically, including by clicking "I agree" or a similar control, checking a box, or accepting Plan Terms online. Electronic acceptance forms a valid and binding agreement enforceable against Customer. The individual accepting represents and warrants that they have authority to bind Customer. Iterix may keep electronic records, including the version accepted and the date and time of acceptance, as evidence of acceptance.
14.7 Severability
If any provision of this Agreement is held invalid or unenforceable, the remaining provisions continue in full force, and the invalid provision will be modified to the minimum extent necessary to make it enforceable.
14.8 Notices
Notices must be in writing and are deemed given: (a) on receipt if delivered personally or by confirmed email; (b) one business day after sending by overnight courier; or (c) three business days after mailing by certified or registered mail, return receipt requested. Iterix may give notices to Customer at the email address associated with Customer's account or within the Services. Notices to Iterix must be sent to: Iterix Systems, LLC, 7301 Ranch Road 620 North, Suite 155, Austin, TX 78726, USA, Attn: Legal Department; email [email protected]. Privacy requests may be sent to [email protected]. Either party may update its notice address by notice under this Section.
14.9 Relationship of the Parties
The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency or employment relationship.
14.10 Export Compliance
Customer will comply with all applicable export control laws and regulations and will not use the Services in connection with any activity that would violate them.
14.11 Publicity and References
Iterix will not identify Customer, or use Customer's name or logo, as a customer of the Services in marketing materials without Customer's prior written permission. Iterix will not quote Customer or describe Customer's specific use of the Services without Customer's prior written approval.
14.12 Order of Precedence
In the event of conflict, the following order of precedence applies: (1) the DPA, with respect to personal data processing; (2) the Plan Terms, with respect to fees, term and plan; (3) these Terms; and (4) the AUP.