Please review this binding legal contract carefully. It governs your access to AXION AI, sets forth our explicit third-party AI provider disclosures, guarantees our zero-data-selling warranty, and limits your remedies to mandatory individual arbitration.
We NEVER sell, broker, rent, or trade your data, customer conversations, or business records to advertisers or third-party data brokers.
Customer conversation logs and agent inputs are read and processed solely to train, benchmark, and optimize our proprietary AXION AI automation neural networks.
All disputes must be resolved solely via confidential individual arbitration under AAA Commercial Rules. You expressly waive court jury trials and class action lawsuits.
Total maximum liability is capped at $100 USD. If you initiate an unauthorized lawsuit in breach of these terms, you must reimburse 100% of our legal fees.
These Terms of Service ("Terms", "Agreement") form a legally binding contract between you (either an individual or the authorized legal business entity you represent, "Customer", "User", "You") and AXION AI ("Company", "AXION", "we", "us").
By creating an account, checking the "I agree to the Terms of Service" checkbox, clicking "Create account" or "Continue with Google", deploying an AI agent, accessing our dashboard, or connecting any API or webhook to AXION, you affirm that you have read, understood, and voluntarily agree to be bound by these Terms pursuant to the United States Electronic Signatures in Global and National Commerce Act (E-SIGN Act, 15 U.S.C. § 7001 et seq.) and international electronic contract standards. If you do not agree, you must immediately terminate all use of the platform.
AXION AI provides a multi-tenant Autonomous Business Operating System that enables businesses to build, train, configure, and deploy AI customer engagement agents across digital channels (Web Chat Widgets, Meta WhatsApp Cloud API, Telegram Bots, Instagram DMs, Autonomous Email AI OS, and Custom Webhooks).
The platform provides software infrastructure, vector database indexing (RAG), and neural routing. Services are provided on an "AS-IS" and "AS-AVAILABLE" basis, subject to your subscription plan quotas.
3.1 Explicit Non-Selling Warranty (We Never Sell Your Data):
AXION AI DOES NOT SELL, RENT, MONETIZE, LEASE, OR DISCLOSE YOUR CUSTOMER DATA, CONVERSATIONS, AUDIO TRANSCRIPTS, CONTACT LISTS, OR PERSONAL INFORMATION TO ANY THIRD-PARTY DATA BROKERS, ADVERTISERS, MARKETING CORPORATIONS, OR EXTERNAL BUYERS. Your business data is never placed on an open marketplace or commercial data exchange.
3.2 Explicit AI Model Training & System Optimization License:
In consideration for accessing the platform at stated subscription pricing, you hereby grant AXION AI a worldwide, non-exclusive, perpetual, royalty-free, fully paid-up license to access, read, analyze, ingest, and process your agent prompts, conversation logs, customer questions, metadata, and interaction telemetry solely for the internal purposes of:
Whenever conversation logs are utilized in broader model training sets, AXION AI applies automated scrubbing pipelines to redact common personally identifiable numbers (such as payment card digits and passwords) in accordance with our Privacy Policy.
3.3 Intellectual Property & Uploaded Knowledge Bases:
You retain ownership of your proprietary uploaded documents, product catalogs, and confidential business handbooks. AXION AI claims no ownership over your underlying proprietary trade secrets.
4.1 Model Routing & Upstream Execution: To execute autonomous inference, speech synthesis, and intelligent reasoning, AXION AI connects via enterprise APIs to upstream foundation model providers, including but not limited to OpenAI, LLC, Anthropic PBC, Google LLC (Gemini), Groq, Inc., NVIDIA Corporation, and OpenRouter.
4.2 Pass-Through Acceptable Use Policy: You agree that your prompts, uploaded knowledge bases, and customer interactions must comply with the published Acceptable Use Policies of each respective upstream model provider. You agree not to generate content that violates OpenAI, Anthropic, or Google policies (such as generating malware, non-consensual sexual material, weaponization guides, or hate speech).
4.3 Zero Liability for Upstream Outages or Filtering: You acknowledge that third-party AI models operate autonomously and may occasionally experience service disruptions, latency spikes, rate limiting, or automated safety filter rejections. AXION AI HOLDS ZERO LIABILITY FOR LOSSES, REVENUE DOWNTIME, OR INTERRUPTIONS CAUSED BY OUTAGES, MODERATION BLOCKS, OR MODEL DEPRECATIONS BY THIRD-PARTY FOUNDATION PROVIDERS.
4.4 Probabilistic Outputs & Hallucination Disclaimer:Generative artificial intelligence produces outputs based on probabilistic neural token weights and pattern matching, not deterministic facts. AI agents may generate hallucinations, incomplete statements, or factual inaccuracies. You acknowledge that all AI outputs are provided "AS-IS" without any warranty of factual correctness or fitness for a particular purpose.
4.5 Commercial Commitments, Quotes & Pricing Immunity: You are the sole publisher and supervisor of your agents. If your AI agent quotes an inaccurate price, offers an unauthorized discount, agrees to unapproved commercial terms, or promises an invalid refund to an end-customer, YOU ASSUME 100% FINANCIAL AND LEGAL RESPONSIBILITY FOR HONORING OR CORRECTING SUCH STATEMENTS. AXION AI SHALL HOLD ZERO LIABILITY FOR ANY COMMERCIAL LOSS, REPUTATIONAL DAMAGE, OR REFUND CLAIMS ARISING FROM AGENT OUTPUTS.
4.6 AI Disclosure & Transparency Laws:Where required by applicable law (such as the California Bot Bill / Cal. Bus. & Prof. Code § 17940 et seq. and the European Union AI Act), you agree to clearly disclose to your customers that they are communicating with an automated artificial intelligence system.
5.1 Independent Third-Party Channels: AXION AI integrates with external messaging networks (including Meta Platforms, Inc. for WhatsApp Cloud and Instagram DMs, Telegram FZ-LLC, Twilio Inc., and Google Workspace). AXION AI is an independent software platform and is not owned, operated, or endorsed by Meta, Telegram, or Google.
5.2 Absolute Account Ban & Number Suspension Immunity:
You are solely responsible for adhering to Meta's WhatsApp Business Messaging Policy, Commerce Policies, and quality rating thresholds. IN THE EVENT THAT META, TELEGRAM, GOOGLE, OR ANY NETWORK OPERATOR SUSPENDS, BANS, BLOCKS, RESTRICTS, OR DELETES YOUR PHONE NUMBER, INSTAGRAM ACCOUNT, BOT TOKEN, OR EMAIL DOMAIN DUE TO CONSUMER SPAM COMPLAINTS, BROADCAST TEMPLATE VIOLATIONS, OR UNAPPROVED PROMOTIONAL OUTBOUNDS, AXION AI SHALL HOLD ABSOLUTELY ZERO LIABILITY.
AXION AI will not issue refunds, compensation, or damages for any loss of customer base or phone numbers resulting from third-party enforcement actions.
You agree that you will NOT use AXION AI to deploy agents, ingest knowledge, or transmit messages that:
AXION AI reserves the right to terminate your account immediately with ZERO refund upon discovering any violation of this Acceptable Use Policy.
7.1 No Professional Advice: AXION AI is an automated software tool. Outputs generated by AI agents must never be construed as medical diagnosis, clinical prescription, licensed legal advice, accounting counsel, or fiduciary financial planning.
7.2 HIPAA / Protected Health Information (PHI): Unless you have executed a formal, countersigned enterprise Business Associate Agreement (BAA) directly with AXION AI, you agree that you will NOT transmit, store, or process unencrypted Protected Health Information (PHI) subject to the US Health Insurance Portability and Accountability Act (HIPAA). You are the sole human supervisor of record for all patient and client communications.
PLEASE READ THIS SECTION WITH UTMOST ATTENTION AS IT DEFINES YOUR SOLE LEGAL REMEDY:
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL AXION AI, ITS FOUNDERS, DIRECTORS, EMPLOYEES, AFFILIATES, AGENTS, OR SUPPLIERS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, COMMERCIAL DEALS, GOODWILL, DATA, VECTOR EMBEDDINGS, OR REPUTATION, ARISING OUT OF OR IN CONNECTION WITH THE PLATFORM.
ABSOLUTE CUMULATIVE LIABILITY CEILING: UNDER NO CIRCUMSTANCES SHALL AXION AI'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT EXCEED THE LESSER OF: (A) THE TOTAL FEES PAID BY YOU TO AXION AI IN THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE CLAIM, OR (B) ONE HUNDRED UNITED STATES DOLLARS ($100.00 USD).
YOU AGREE THAT REGARDLESS OF ANY STATUTE OR LAW TO THE CONTRARY, ANY CLAIM OR CAUSE OF ACTION ARISING OUT OF OR RELATED TO YOUR USE OF THE PLATFORM OR THIS AGREEMENT MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION AROSE.
If any claim is not filed in binding arbitration within this one-year period, such claim shall be permanently barred, forfeited, and extinguished forever.
You agree to defend, indemnify, and hold harmless AXION AI, its officers, directors, employees, and contractors from and against any third-party claims, lawsuits, damages, regulatory penalties, fines, and expenses (including reasonable attorneys' fees) arising out of or related to:
10.2 TCPA, CAN-SPAM & Outbound Messaging Warranty:
You warrant and represent that you possess express prior written consent from every recipient prior to triggering automated outbound WhatsApp campaigns, SMS messages, or automated marketing emails through AXION AI. You agree to defend and hold AXION AI harmless from any statutory damages or class action claims under the US Telephone Consumer Protection Act (TCPA, 47 U.S.C. § 227) or CAN-SPAM Act.
10.3 DMCA Safe Harbor Notice & Takedown Policy (17 U.S.C. § 512):
AXION AI operates as a neutral technical service provider under the Digital Millennium Copyright Act (17 U.S.C. § 512). If you believe material uploaded by any user into our knowledge base infringes your copyright, send a formal DMCA Notice with proof of ownership to axionaiautomation@gmail.com. We will promptly investigate and remove infringing files in compliance with federal statutory safe harbor guidelines.
11.1 Dispute Resolution by Binding Arbitration: You and AXION AI agree that all claims, controversies, or disputes arising out of or relating to these Terms or the platform shall be settled solely through confidential, binding individual arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules, or before a recognized international commercial arbitration tribunal.
11.2 EXPRESS JURY TRIAL WAIVER: YOU AND AXION AI VOLUNTARILY AND UNCONDITIONALLY WAIVE ANY CONSTITUTIONAL OR STATUTORY RIGHT TO A TRIAL BY JURY IN ANY COURT OF LAW.
11.3 CLASS ACTION WAIVER: ALL CLAIMS MUST BE BROUGHT IN AN INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION, COLLECTIVE PROCEEDING, OR REPRESENTATIVE LITIGATION.
In the event that you initiate any judicial lawsuit, court litigation, or claim against AXION AI in breach of the Mandatory Arbitration Agreement in Section 11 or contrary to these Terms, you agree that:
AXION AI shall be entitled to an immediate dismissal or order compelling arbitration, AND YOU SHALL BE LEGALLY OBLIGATED TO REIMBURSE AXION AI FOR 100% OF ALL REASONABLE ATTORNEYS' FEES, COURT COSTS, DISBURSEMENTS, AND LEGAL EXPENSES INCURRED BY AXION AI IN ENFORCING THIS AGREEMENT AND DEFENDING AGAINST YOUR PROCEEDING.
Payments and subscriptions are processed through authorized Merchants of Record (such as Stripe, Paddle, or Lemon Squeezy), who handle sales tax and VAT compliance. Subscriptions auto-renew until cancelled in your billing portal.
If you execute a fraudulent credit card chargeback or dispute without contacting AXION AI support first, your account will be permanently banned. You agree to reimburse AXION AI for any bank chargeback fees ($50 administrative fee) plus the full cost of collection.
You represent and warrant that you are not located in, under the control of, or a national of any country subject to United States embargoes (including Cuba, Iran, North Korea, Syria, or the Crimea, Donetsk, and Luhansk regions of Ukraine), and you are not listed on the US Treasury Department Specially Designated Nationals (SDN) list.
These Terms and any dispute arising out of or related to this Agreement shall be governed by, construed, and enforced in accordance with the laws of the State of Delaware, United States, without regard to conflict of law principles.
To the extent any judicial court proceeding is permitted outside of arbitration, you agree to submit to the exclusive personal jurisdiction of the state and federal courts located in Wilmington, Delaware.
All formal legal notices, arbitration filings, and compliance inquiries must be addressed to our legal department at:
AXION AI Legal Department • Email: axionaiautomation@gmail.com
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