Terms of Service

Last Updated: September 4, 2025

1. Acceptance of Terms

These Terms of Service ("Terms") constitute a legally binding agreement between you ("Client", "you", or "your") and Aixagonal, Inc. ("Aixagonal", "we", "us", or "our") governing your use of our website and services.

By accessing our website, submitting inquiries, or engaging our services, you acknowledge that you have read, understood, and agree to be bound by these Terms. If you do not agree to these Terms, you may not access or use our services.

These Terms apply to all visitors, users, and others who access or use our services. Specific service engagements will be governed by additional contractual agreements ("Service Agreements") that supplement these Terms.

2. Description of Services

Aixagonal provides enterprise artificial intelligence consulting services, including but not limited to:

  • Custom AI model development and fine-tuning
  • Intelligent process automation implementation
  • Predictive analytics and forecasting systems
  • Enterprise AI infrastructure design and deployment
  • AI strategy consulting and advisory services
  • Technical training and knowledge transfer

The specific scope, deliverables, timelines, and pricing for services will be defined in individual Service Agreements. We reserve the right to modify, suspend, or discontinue any aspect of our services at any time.

3. User Accounts and Responsibilities

Account Information

When you contact us or engage our services, you agree to provide accurate, current, and complete information. You are responsible for maintaining the confidentiality of any account credentials and for all activities that occur under your account.

Authorized Representatives

You represent and warrant that you have the authority to bind your organization to these Terms and any Service Agreements. If you are entering into these Terms on behalf of an organization, "you" refers to that organization.

Prohibited Uses

You agree not to:

  • Use our services for any illegal or unauthorized purpose
  • Violate any laws, regulations, or third-party rights
  • Transmit malicious code, viruses, or harmful data
  • Attempt to gain unauthorized access to our systems or networks
  • Interfere with or disrupt the integrity or performance of our services
  • Use our services to develop competing products or services

4. Service Engagement Terms

Service Agreements

All service engagements require a signed Service Agreement that specifies scope, deliverables, timelines, payment terms, and other project-specific details. Service Agreements take precedence over these general Terms in case of conflict.

Scope Changes

Changes to the agreed-upon scope of work must be documented in writing and approved by both parties. Additional fees may apply for scope changes, as outlined in a change order.

Client Responsibilities

Clients agree to:

  • Provide timely access to necessary data, systems, and personnel
  • Designate authorized representatives for decision-making
  • Review and provide feedback on deliverables within agreed timeframes
  • Ensure all provided data complies with applicable laws and regulations

Acceptance Criteria

Deliverables will be deemed accepted if Client does not provide written objections within 10 business days of delivery, unless otherwise specified in the Service Agreement.

5. Payment Terms

Fees

Service fees are specified in Service Agreements and may be structured as fixed-price engagements, monthly retainers, or time-and-materials arrangements. All fees are in U.S. Dollars unless otherwise specified.

Invoicing and Payment

Invoices are due within 30 days of invoice date unless otherwise agreed. Late payments are subject to interest charges of 1.5% per month (18% annually) or the maximum rate permitted by law, whichever is less.

Expenses

Unless otherwise specified, fees do not include third-party costs such as cloud infrastructure, API usage, travel, or software licenses. Such expenses will be billed separately at cost.

Taxes

Fees are exclusive of all applicable taxes, which Client is responsible for paying. If we are required to collect or pay taxes, they will be invoiced to Client.

Suspension for Non-Payment

We reserve the right to suspend services if payment is more than 15 days overdue. Suspension does not relieve Client of payment obligations.

6. Intellectual Property Rights

Client Data and IP

Client retains all ownership rights to data, materials, and intellectual property provided to Aixagonal. Client grants us a limited license to use such materials solely for performing the services.

Deliverables

Upon full payment, Client receives ownership of custom deliverables specifically created for Client under the Service Agreement, including custom-trained models, code, and documentation.

Aixagonal IP

Aixagonal retains ownership of all pre-existing intellectual property, methodologies, tools, frameworks, and general knowledge. Client receives a license to use Aixagonal IP incorporated into deliverables as necessary to use those deliverables.

Third-Party Components

Deliverables may include third-party open-source or licensed components. Client is responsible for complying with applicable licenses for such components.

Important: We do not use Client data or deliverables to train models for other clients without explicit written permission.

7. Confidentiality

Confidential Information

Each party may disclose Confidential Information to the other. "Confidential Information" includes business plans, technical data, customer information, pricing, and any information marked as confidential or that reasonably should be understood as confidential.

Protection Obligations

The receiving party agrees to:

  • Maintain the confidentiality of all Confidential Information
  • Use the same degree of care as for its own confidential information, but no less than reasonable care
  • Use Confidential Information only for purposes of the service engagement
  • Limit disclosure to employees and contractors with a need to know

Exceptions

Confidentiality obligations do not apply to information that:

  • Is or becomes publicly available through no breach of these Terms
  • Was rightfully known prior to disclosure
  • Is independently developed without use of Confidential Information
  • Is rightfully received from a third party without confidentiality obligations
  • Must be disclosed pursuant to law or court order (with prompt notice if legally permitted)

Duration

Confidentiality obligations survive for 3 years after termination of the service relationship, except for trade secrets, which remain confidential for as long as they qualify as trade secrets under applicable law.

8. Warranties and Disclaimers

Our Warranties

We warrant that:

  • Services will be performed in a professional and workmanlike manner
  • We have the right to provide the services and deliverables
  • Deliverables will materially conform to specifications in the Service Agreement

Client Warranties

Client warrants that:

  • Client data and materials do not violate any third-party rights
  • Client has necessary rights and permissions for data provided
  • Use of Client data complies with applicable privacy and data protection laws

Disclaimer

EXCEPT AS EXPRESSLY PROVIDED IN THESE TERMS, ALL SERVICES AND DELIVERABLES ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND. WE DISCLAIM ALL IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

We do not warrant that services will be uninterrupted, error-free, or that results will meet specific business objectives. AI systems are probabilistic and may produce unexpected results.

9. Limitation of Liability

Liability Cap

TO THE MAXIMUM EXTENT PERMITTED BY LAW, OUR TOTAL LIABILITY ARISING FROM OR RELATED TO THESE TERMS OR ANY SERVICE AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID BY CLIENT IN THE 12 MONTHS PRECEDING THE CLAIM.

Excluded Damages

IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST DATA, OR BUSINESS INTERRUPTION, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Exceptions

These limitations do not apply to:

  • Either party's breach of confidentiality obligations
  • Either party's infringement of the other party's intellectual property
  • Client's payment obligations
  • Liability that cannot be limited by law

Indemnification

Each party agrees to indemnify and hold harmless the other party from claims arising from (i) breach of representations or warranties, (ii) negligence or willful misconduct, or (iii) violation of applicable laws.

10. Termination

Term

These Terms remain in effect until terminated. Service Agreements specify the term for specific engagements.

Termination for Convenience

Either party may terminate a Service Agreement for convenience with 30 days' written notice. Client remains responsible for fees for work performed prior to termination.

Termination for Cause

Either party may terminate immediately if the other party materially breaches these Terms and fails to cure within 15 days of written notice.

Effects of Termination

Upon termination:

  • Client must pay all outstanding fees for services rendered
  • We will deliver work completed to date
  • Each party will return or destroy the other's Confidential Information
  • Provisions that by their nature should survive will continue in effect

11. Dispute Resolution

Good Faith Negotiation

In the event of any dispute, the parties agree to first attempt to resolve the matter through good faith negotiations between senior executives.

Arbitration

If negotiations fail to resolve the dispute within 30 days, the parties agree to binding arbitration under the Commercial Arbitration Rules of the American Arbitration Association. Arbitration will be held in San Francisco, California.

Exceptions

Either party may seek injunctive relief in court for breaches of confidentiality or intellectual property rights without first pursuing arbitration.

Governing Law

These Terms are governed by the laws of the State of California, without regard to conflict of law provisions.

12. General Provisions

Entire Agreement

These Terms, together with any Service Agreements, constitute the entire agreement between the parties and supersede all prior agreements and understandings.

Amendments

We may update these Terms by posting a revised version on our website. Material changes will be communicated via email. Continued use of services after changes constitutes acceptance.

Assignment

Client may not assign these Terms or any Service Agreement without our prior written consent. We may assign to an affiliate or in connection with a merger or sale.

Severability

If any provision of these Terms is found unenforceable, the remaining provisions will remain in full effect.

Waiver

Failure to enforce any provision does not constitute a waiver of that provision or any other provision.

Force Majeure

Neither party will be liable for failure to perform due to causes beyond its reasonable control, including natural disasters, war, terrorism, labor disputes, or government actions.

Notices

Notices must be in writing and sent to the addresses specified in Service Agreements or through our contact form.

Contact Information

For questions about these Terms, please contact:
Aixagonal, Inc.
55 Broadway, Suite 2400
New York, NY 10006