Master SaaS Terms

The agreement between AxiaForce and Customer may consist of one or more of the following: these Master SaaS Terms; an Order Form, SaaS Order, or online checkout order; a Statement of Work; a Data Processing Addendum; a Service Level Agreement or Support Policy; an Acceptable Use Policy; a Security Addendum; a Pricing and Usage Schedule; and any other document expressly incorporated by reference.

If there is a conflict among documents, the following order of precedence applies unless expressly stated otherwise: (1) a negotiated and signed amendment; (2) the applicable Order Form; (3) the applicable DPA, Security Addendum, or SLA for matters specifically addressed by that document; (4) these Master SaaS Terms; and (5) other incorporated policies.

For Customers purchasing through self-service checkout without a separately executed Order Form, the checkout details together with these Terms constitute the commercial agreement.

AxiaForce provides AI-enabled software and automation services designed to execute and assist with business workflows.

Services may include AI agents and AI employees; autonomous and semi-autonomous workflow execution; recruiting and talent workflows; sales and go-to-market automation; inbound and outbound communications; customer engagement; voice and messaging systems; business operations automation; data processing; integrations with third-party systems; reporting and analytics; and future modules, applications, and functionality.

The specific Services purchased by Customer are identified in the applicable Order Form or checkout process.

AxiaForce may improve, modify, replace, or update features over time, provided that AxiaForce will not materially reduce the core functionality of paid Services during a committed subscription term without reasonable replacement functionality.

Customer acknowledges that implementation, configuration, integration, migration, onboarding, and operation of the Services may depend on Customer's timely provision of information, credentials, access, approvals, decisions, personnel availability, data, third-party permissions, and other Customer-controlled dependencies.

AxiaForce is not responsible for delays, missed milestones, or reduced performance caused by Customer's failure to provide required dependencies in a timely manner or by delays attributable to Customer-controlled systems or third parties selected or controlled by Customer.

Any dates or implementation timelines affected by such delays may be reasonably adjusted.

Customer may permit authorized employees, contractors, or other approved personnel to use the Services within the scope purchased.

Customer is responsible for maintaining accurate account information; managing user access and permissions; protecting credentials; promptly terminating access when no longer appropriate; activity occurring through Customer accounts; and ensuring that authorized users comply with this Agreement.

Account credentials may not be shared in a manner intended to circumvent licensed-user, usage, or pricing restrictions.

Customer acknowledges that portions of the Services may use artificial intelligence, machine learning, large language models, third-party AI models, automated decision systems, and autonomous or semi-autonomous agents.

Depending on Customer configuration, AxiaForce agents may generate communications or content; retrieve or process information; update connected systems; initiate workflows; communicate with third parties; perform actions through integrated applications; or recommend or execute business processes.

Customer is responsible for selecting appropriate permissions, approval levels, autonomy settings, and human-review requirements for its use cases.

AI-generated outputs may occasionally be incomplete, inaccurate, or require human review. Customer should apply appropriate business judgment before relying upon AI-generated output for material decisions.

Unless specifically agreed in writing, the Services are not intended to replace licensed legal, financial, medical, or other regulated professional advice.

"Customer Data" means data, information, files, records, communications, content, credentials, configurations, or other materials submitted to, transmitted through, synchronized with, or made accessible to the Services by or on behalf of Customer.

As between AxiaForce and Customer, Customer retains ownership of Customer Data.

Customer grants AxiaForce a limited right to host, access, process, transmit, transform, reproduce, and otherwise use Customer Data as reasonably necessary to provide the Services; execute Customer-configured workflows; support integrations; secure and maintain the Services; provide support; comply with law; and improve the performance and reliability of the Services in a manner consistent with this Agreement.

Customer represents that it has all rights, permissions, consents, and lawful bases necessary to provide Customer Data to AxiaForce and to direct AxiaForce to process such data.

AxiaForce will not use Customer Data to train generalized AI models for unrelated third-party use unless Customer expressly authorizes such use or it is expressly disclosed in an applicable agreement.

Where AxiaForce processes personal information on behalf of Customer and applicable law requires a data-processing agreement, the AxiaForce Data Processing Addendum ("DPA") will apply.

Customer remains responsible for determining whether its use of the Services complies with applicable privacy, employment, communications, marketing, industry-specific, and data-protection laws.

AxiaForce is a United States-based service provider. Unless otherwise expressly agreed in writing, the Services may be hosted, operated, supported, and processed in the United States and in other jurisdictions where AxiaForce or its authorized subprocessors maintain infrastructure or personnel.

Customer acknowledges that Customer Data may therefore be transferred to, stored in, or processed outside the country in which Customer or the relevant data subject is located.

Where applicable data-protection law requires additional safeguards for international transfers of personal data, the parties will use an appropriate lawful transfer mechanism, which may include applicable Standard Contractual Clauses, adequacy frameworks, contractual safeguards, or other legally recognized transfer mechanisms.

AxiaForce does not guarantee country-specific or regional data residency unless expressly stated in the applicable Order Form, Data Processing Addendum, or other written agreement.

Customer may connect the Services to third-party applications or systems. These may include email providers; CRM systems; ATS platforms; calendars; file-storage platforms; communications systems; telephony providers; AI/model providers; data providers; and other enterprise applications.

Customer authorizes AxiaForce to access and interact with connected systems as necessary to provide the configured Services.

Third-party services are subject to their own terms, availability, security, and functionality. AxiaForce is not responsible for failures caused solely by third-party services outside AxiaForce's reasonable control.

Pricing may be based in whole or in part on assumptions concerning Customer's business and anticipated use of the Services.

These assumptions may include number of users; employees; business locations; legal entities; subsidiaries; candidates; contacts; communications; emails; calls; voice minutes; messages; transactions; records; data volumes; API usage; AI/model usage; workflows; processing volume; integrations; storage; computing resources; and other usage metrics.

Applicable assumptions and included usage may be identified in the Order Form or Pricing and Usage Schedule.

Customer shall provide materially accurate information regarding anticipated use.

Pricing applies to the Customer business scope and operating profile existing or disclosed at the time of contracting unless otherwise stated in the Order Form.

Customer must promptly notify AxiaForce of material changes reasonably expected to affect usage, infrastructure requirements, service costs, or licensed scope, including mergers; acquisitions; divestitures; newly acquired subsidiaries; additional legal entities; substantial employee growth; substantial expansion into new locations; material increases in customer or transaction volume; materially increased communications volume; materially increased data or processing requirements; or other significant changes in business scope.

Unless expressly included in the Order Form, acquired companies, newly added subsidiaries, newly added business units, and materially increased volumes are not automatically included in existing pricing.

AxiaForce may require additional fees; increased usage charges; a revised subscription tier; an amended Order Form; or a new Pricing and Usage Schedule to reflect materially expanded scope or usage.

Customer may not use corporate restructuring, affiliates, acquisitions, account consolidation, or similar mechanisms to circumvent applicable pricing or usage limits.

Services may include usage allowances, thresholds, capacity bands, or other limits.

If Customer exceeds applicable limits, AxiaForce may charge applicable overage fees; move Customer to a higher usage tier; require an amended Order Form; temporarily restrict excessive usage that threatens system integrity; or work with Customer to establish commercially reasonable revised pricing.

AxiaForce will not intentionally impose hidden usage charges. Applicable metered pricing or material usage limits will be disclosed through the Order Form, checkout process, or Pricing and Usage Schedule.

AxiaForce may measure use of the Services through system logs, platform records, metering data, telemetry, and records generated by applicable third-party providers.

Absent manifest error, AxiaForce's records will be the authoritative basis for determining metered usage, consumption, overages, and other usage-based charges.

Customer may notify AxiaForce of a good-faith usage discrepancy, and AxiaForce will reasonably investigate the applicable records.

Customer shall pay all fees specified in the applicable Order Form or checkout process. Unless otherwise stated, fees are stated in U.S. dollars; payment obligations are non-cancelable during a committed term; fees already paid are non-refundable except as expressly provided by this Agreement; and Customer is responsible for applicable taxes other than taxes based on AxiaForce's net income. Payment Method. Unless AxiaForce expressly agrees otherwise in writing, all fees must be paid by an approved credit card or ACH debit. Customer authorizes AxiaForce and its designated payment processor to charge the applicable payment method in accordance with the billing frequency and amounts stated in the applicable Order Form, checkout process, or other ordering document. AxiaForce does not offer invoiced net-payment terms or open-account billing unless specifically approved in writing. Payment authorization and recurring billing will be completed through AxiaForce's designated payment processor.

Committed Scope. Unless otherwise expressly stated in the applicable Order Form, committed subscription quantities, minimum usage levels, licensed scope, and other committed commercial quantities may be increased during the subscription term but may not be reduced until renewal.

Billing Disputes and Collection Costs. Customer must notify AxiaForce in writing of any good-faith billing dispute within thirty (30) calendar days after the applicable charge or invoice date. Customer remains responsible for undisputed amounts. Customer will reimburse AxiaForce for reasonable collection costs, including reasonable attorneys' fees and collection-agency fees, incurred to collect overdue undisputed amounts where permitted by law.

AxiaForce may use third-party payment processors to process credit card, ACH, and other electronic payments. Customer authorizes AxiaForce and its designated payment processors to collect, process, and retain payment-related information as necessary to complete transactions and administer recurring billing.

AxiaForce does not independently store full payment-card credentials unless expressly stated otherwise.

Payment processing may be subject to the payment processor's own terms, privacy practices, security controls, and compliance obligations, including applicable payment-card industry requirements.

AxiaForce is not responsible for payment-processing failures, delays, or security incidents caused solely by a third-party payment processor outside AxiaForce's reasonable control.

If any undisputed amount remains unpaid for more than 10 calendar days after its due date, interest will begin accruing on the outstanding amount starting on the 11th calendar day after the due date, at the lesser of 1.5% per month or the maximum rate permitted by law.

Failed automatic payments may be retried using Customer's authorized payment method. During the 10-day grace period, AxiaForce may notify Customer and provide an opportunity to update or replace a failed payment method.

If an undisputed amount remains unpaid after the 10-day grace period, AxiaForce may provide 3 calendar days' written notice of suspension. If payment is not received by the end of that 3-day notice period, AxiaForce may suspend the affected Services until all overdue undisputed amounts are paid.

Suspension for nonpayment does not terminate the Agreement, shorten or cancel the then-current subscription term, or relieve Customer of any obligation to pay fees due or becoming due for the remainder of that subscription term. Customer remains responsible for all undisputed amounts during any good-faith billing dispute.

Reinstatement. After AxiaForce receives all overdue undisputed amounts and Customer has restored a valid authorized payment method, AxiaForce will use commercially reasonable efforts to restore the suspended Services within one (1) business day. Reinstatement may take longer where restoration requires manual review, security validation, third-party provider action, or other circumstances outside AxiaForce's reasonable control.

AxiaForce is not responsible for delays in reinstatement caused by third-party payment processors, financial institutions, infrastructure providers, or Customer-controlled systems.

Each subscription begins on the effective date stated in the applicable Order Form, checkout confirmation, or other ordering document and continues for the subscription term specified there, which may be monthly, annual, or another agreed period.

Unless otherwise expressly stated in the applicable Order Form or ordering document, all subscriptions automatically renew for successive periods equal to the then-current subscription term. For example, a monthly subscription renews for successive one-month terms, and an annual subscription renews for successive one-year terms.

Either party may elect not to renew a subscription by providing written notice at least 15 calendar days before the last day of the then-current subscription term.

For clarity, notice of non-renewal must be received by AxiaForce no later than 11:59 p.m. Eastern Time on the calendar date that is 15 calendar days before the final day of the current subscription term.

Example: if a subscription term ends on January 31, notice of non-renewal must be received no later than 11:59 p.m. Eastern Time on January 16. Notice received on January 17 would apply to the following renewal term unless AxiaForce agrees otherwise in writing.

If timely notice is not received, the subscription will automatically renew for another term of the same duration and the applicable renewal fees will become due.

Non-renewal does not terminate the subscription early. Customer will continue to have access through the end of the paid subscription term, and fees already paid are non-refundable except as expressly provided in the applicable Order Form, Cancellation & Refund Policy, or applicable law.

Customer may elect not to renew any subscription, whether monthly, annual, or another agreed term, by providing written notice to renewals@axiaforce.ai at any time during the then-current subscription term, provided the notice is received at least fifteen (15) calendar days before the final day of that term.

Cancellation or non-renewal becomes effective at the end of the then-current subscription term and does not terminate the subscription early or relieve Customer of payment obligations for that term.

AxiaForce may also permit cancellation or non-renewal through an approved self-service account or billing interface. Where such functionality is available, submission through that interface will constitute written notice for purposes of this Section.

AxiaForce may make certain Services available as Pilot, Beta, Preview, Early Access, Proof of Concept, or Evaluation offerings.

Such functionality may be modified, limited, or discontinued and may be subject to additional terms disclosed when made available.

Unless expressly stated otherwise, pilot or beta designation does not alter Customer's confidentiality or data-protection obligations.

Customer will use the Services lawfully; provide accurate configuration and business information; maintain appropriate permissions and approvals; comply with applicable communications and marketing laws; ensure it has legal authority to contact individuals through the Services; maintain suppression and opt-out requirements where applicable; use appropriate human oversight; comply with employment, recruiting, privacy, and industry-specific requirements applicable to its business; and not direct AxiaForce to perform unlawful actions.

Customer may not use the Services to violate law; commit fraud; facilitate unauthorized access; transmit malware; infringe intellectual property; harass or unlawfully discriminate; send unlawful spam; bypass security controls; scrape or acquire data unlawfully; impersonate persons deceptively; interfere with Service operation; or use the Services in a manner prohibited by the AxiaForce Acceptable Use Policy.

Customer may not, and may not permit any third party to, reverse engineer, decompile, disassemble, copy, modify, or attempt to derive the source code, underlying ideas, algorithms, model configurations, prompts, orchestration, or non-public structure of the Services except to the limited extent such restriction is prohibited by applicable law.

Customer may not use the Services to build, train, benchmark, validate, or improve a competing product or service; publish comparative benchmark or performance results without AxiaForce's prior written consent; circumvent usage limits, licensing controls, or security safeguards; resell or sublicense the Services except as expressly authorized; or conduct penetration testing, vulnerability scanning, or other security testing without AxiaForce's prior written authorization.

AxiaForce retains all right, title, and interest in and to the AxiaForce platform; software; source code; object code; APIs; AI-agent frameworks; prompts and orchestration; workflows; architecture; models and model configurations; interfaces; algorithms; documentation; designs; templates; methodologies; trademarks; know-how; improvements; and other technology underlying the Services.

Customer receives only a limited, non-exclusive, non-transferable right to use the Services during the applicable subscription term.

Customization, implementation, configuration, workflow design, or integration performed for Customer does not transfer ownership of the underlying AxiaForce platform, tools, methodologies, reusable components, or technology unless expressly agreed otherwise in writing.

Customer retains ownership of Customer-provided materials and Customer Data.

Nothing in this Agreement transfers Customer's trademarks, proprietary content, or other intellectual property to AxiaForce except the limited rights necessary to provide the Services.

Customer may provide ideas, recommendations, suggestions, or other feedback regarding the Services, including by emailing feedback@axiaforce.ai.

AxiaForce may use such feedback without restriction or compensation, provided that doing so does not disclose Customer Confidential Information or Customer Data.

Each party may receive non-public information belonging to the other party ("Confidential Information").

Confidential Information includes business plans; pricing; software; architecture; security information; Customer Data; trade secrets; technical information; financial information; and other information reasonably understood to be confidential.

The receiving party will use Confidential Information only for purposes of the relationship; protect it using reasonable safeguards; and disclose it only to personnel or service providers with a need to know and appropriate confidentiality obligations.

Confidentiality obligations do not apply to information that is publicly available without breach; was lawfully known before disclosure; is received lawfully from a third party; or is independently developed without use of Confidential Information.

Required legal disclosures are permitted where legally required, subject to notice where legally permitted.

AxiaForce will maintain reasonable administrative, technical, and organizational safeguards designed to protect Customer Data appropriate to the nature of the Services and information processed. Additional security commitments may be included in an applicable Security Addendum, DPA, or security documentation. No system can guarantee absolute security. Customer is responsible for protecting its credentials, configuring permissions appropriately, and maintaining the security of systems under Customer's control.

AxiaForce may suspend access where reasonably necessary to address nonpayment; security threats; legal requirements; material breaches; abusive usage; unauthorized access; material threats to platform integrity; or use that creates unreasonable risk to AxiaForce, other customers, or third parties. Where practicable, AxiaForce will provide notice and a reasonable opportunity to cure before suspension.

Any contractual uptime, response-time, support, or service-credit commitments apply only where expressly stated in an applicable SLA, Support Policy, Order Form, or other written agreement. General marketing statements do not create contractual service-level guarantees.

AxiaForce warrants that it will provide the Services in a professional and commercially reasonable manner. Except for express warranties stated in this Agreement or an applicable Order Form, the Services are provided on an "as available" basis. AxiaForce does not warrant that every AI-generated output will be accurate; Services will operate without interruption; every third-party integration will remain continuously available; or the Services will satisfy requirements not disclosed to AxiaForce.

To the maximum extent permitted by law, AxiaForce disclaims implied warranties of merchantability, fitness for a particular purpose, and non-infringement except where such warranties cannot legally be disclaimed.

Customer Indemnification. Customer will defend and indemnify AxiaForce against third-party claims arising from Customer Data provided unlawfully; Customer's violation of applicable law; Customer's unlawful communications or marketing activity; Customer's misuse of the Services; Customer-directed workflows that infringe third-party rights; or Customer's breach of the Acceptable Use Policy, and will be responsible for all resulting liabilities, damages, losses, judgments, settlements, penalties, costs, and reasonable attorneys' fees and expenses. AxiaForce Indemnification. AxiaForce will defend Customer against third-party claims alleging that the unmodified AxiaForce Services directly infringe a U.S. patent, copyright, or trademark, subject to customary exclusions and procedures. Detailed indemnification provisions may be modified in an applicable negotiated Order Form.

To the maximum extent permitted by law, neither party will be liable for indirect, incidental, special, consequential, exemplary, or punitive damages, or for lost profits, revenues, goodwill, or business opportunities, arising from this Agreement.

Except for claims that cannot legally be limited or as otherwise expressly agreed in writing, each party's aggregate liability arising out of or relating to this Agreement will not exceed the fees paid or payable by Customer to AxiaForce during the 12 months immediately preceding the event giving rise to liability.

The parties may agree to different liability limits in an Order Form, DPA, or negotiated amendment.

Either party may terminate an affected Order Form if the other party materially breaches the Agreement and fails to cure within 30 days after written notice; or becomes subject to insolvency or bankruptcy proceedings that are not dismissed within a commercially reasonable period.

For material security, unlawful-use, or confidentiality breaches that cannot reasonably be cured, termination may be immediate.

Upon termination or expiration, Customer's rights to use the affected Services end; Customer remains responsible for amounts properly due; AxiaForce will handle Customer Data according to the Agreement, DPA, and applicable retention policies; and provisions intended to survive will survive, including confidentiality, intellectual property, payment obligations, disclaimers, indemnification, and limitations of liability.

Data Return and Deletion. Following expiration or termination, Customer may retrieve or export Customer Data in accordance with the functionality of the applicable Service and the applicable Data Processing Addendum. AxiaForce may delete Customer Data after the applicable post-termination retention period, subject to legal, security, backup, and compliance requirements. Specific retention and deletion periods may be stated in the DPA or applicable product documentation.

Neither party may assign this Agreement without the other party's consent, except in connection with a merger, acquisition, corporate reorganization, or sale of substantially all relevant assets, provided the successor agrees to assume the assigning party's obligations.

However, Customer's assignment of the Agreement does not automatically expand the licensed scope, usage allowances, subsidiaries, business units, acquired entities, or pricing.

Any expanded scope resulting from an acquisition or change of control remains subject to Sections 8 through 10.

Neither party may issue a press release identifying the other party without consent.

Unless the applicable Order Form states otherwise, AxiaForce will not publicly identify Customer as an AxiaForce customer without Customer's permission.

Customer may grant separate permission for logo use, case studies, testimonials, or joint announcements.

Each party will comply with laws applicable to its obligations under this Agreement.

Customer is responsible for laws specifically applicable to Customer's industry, data, personnel, communications, or business practices.

Customer may not use the Services in violation of applicable export-control or economic-sanctions laws.

Customer represents that it is not prohibited from receiving the Services under applicable U.S. sanctions laws.

Neither party will be liable for failure, interruption, delay, or degradation in performance caused by events beyond its reasonable control, including natural disasters; hurricanes; floods; earthquakes; fires; severe weather; epidemics; pandemics; public-health emergencies; war; terrorism; civil unrest; labor disruptions; governmental action; sanctions; embargoes; utility failures; widespread internet or telecommunications outages; cloud-provider disruption; data-center failures; cyberattacks affecting third-party infrastructure; or other widespread third-party infrastructure failures.

AxiaForce will use commercially reasonable efforts to mitigate the impact of such events and restore affected Services when reasonably practicable.

Payment obligations for Services already provided or for committed subscription fees are not excused by this Section.

Formal notices and other notices under this Agreement may be delivered by email to the primary administrative, billing, or other contact address associated with Customer's account, through an in-application notice, or through another electronic method made available by AxiaForce.

A notice is deemed given when AxiaForce transmits the notice to the applicable email address on file or makes the notice available within the Services.

Customer is responsible for maintaining accurate contact information and for configuring its email, spam filtering, security systems, allowlists, and other systems to permit receipt of communications from AxiaForce.

AxiaForce is not responsible for delayed, blocked, quarantined, rejected, filtered, or otherwise undelivered notices caused by Customer-controlled systems, email providers, security products, network configurations, outdated contact information, or other circumstances outside AxiaForce's reasonable control.

Notices to AxiaForce may be sent to:

AxiaForce, Inc. legal@axiaforce.ai Non-renewal notices must be sent to renewals@axiaforce.ai unless an approved self-service method is available under the Cancellation and Non-Renewal section.

This Agreement is governed by the laws of the State of Delaware, United States of America, without regard to conflict-of-law principles.

Except where applicable law requires otherwise, the parties consent to the exclusive jurisdiction and venue of the state and federal courts located in Delaware, United States.

Nothing in this Section is intended to limit any mandatory rights or remedies that cannot lawfully be waived under applicable data-protection or other laws.

AxiaForce may modify these Terms from time to time. AxiaForce will provide notice of material changes by one or more reasonable electronic methods, which may include email to the primary administrative or billing address associated with Customer's account, an in-application notice, or inclusion in a recurring customer update or service communication. A material change will be deemed notified when AxiaForce transmits the applicable email or makes the notice available within the Services. Failure of a Customer-controlled email or security system to deliver or display the notice does not invalidate the notice. Changes that are administrative, clarifying, technical, security-related, compliance-related, required by law, or that do not materially reduce Customer's contractual rights may become effective upon publication or on the effective date stated in the notice. Material changes affecting pricing, payment obligations, liability allocation, renewal, termination rights, data rights, or other material commercial terms will become effective at the beginning of Customer's next subscription or billing term following notice, unless a later effective date is stated. No additional signature, click-through acceptance, or other affirmative approval is required for an update made in accordance with this Section.

Customer's continued use of the Services on or after the applicable effective date constitutes acceptance of the updated Terms. If an executed Order Form expressly incorporates a specific version of these Terms for a committed subscription term, that version will continue to govern during that committed term with respect to material commercial provisions, except for changes required by law, regulation, security requirements, or provisions expressly permitted to change during the term under the Agreement. AxiaForce will maintain the effective date and version of the current Terms and may retain archived prior versions.

The Agreement constitutes the entire agreement between AxiaForce and Customer concerning the Services and supersedes prior discussions or agreements concerning the same subject matter. Purchase orders issued by Customer are for administrative convenience only and do not modify this Agreement unless expressly accepted in writing by AxiaForce.

Electronic signatures, click-through acceptance, electronic Order Forms, online checkout acceptance, and other electronic manifestations of assent are binding and have the same force and effect as handwritten signatures and paper records to the fullest extent permitted by applicable law. AxiaForce may maintain electronic records evidencing acceptance, including the applicable Terms version, Order Form or checkout details, date and time of acceptance, user or account identity, billing information, and related transaction records. Where these Terms are updated in accordance with the Changes to Online Terms section, Customer is bound by the updated Terms as of the applicable effective date without requiring a new signature or separate click-through acceptance.

Questions regarding these Terms may be directed to: AxiaForce, Inc. legal@axiaforce.ai General support: support@axiaforce.ai