Terms of Service

These Terms of Service (“Terms”) constitute a legally binding agreement between you (“you” or “User”) and Aevonix, Inc., a technology holding company, together with its subsidiaries, affiliates, and related entities (collectively, “Aevonix,” “we,” “us,” or “our”).

By accessing or using any website, application, platform, API, software, infrastructure service, advisory engagement, or any other product or service we operate or make available (collectively, our “Services”), you agree to be bound by these Terms and our Privacy Policy, which is incorporated by reference. If you are entering into these Terms on behalf of a company, government entity, or other legal entity, you represent that you have authority to bind that entity, and “you” refers to that entity.

If you do not agree to these Terms, you must not access or use any of our Services.

Aevonix operates as a technology holding company across multiple verticals, including but not limited to: AI software development and deployment; strategic advisory and policy consulting; high-performance compute (“HPC”) infrastructure; and consumer and enterprise software products. These Terms apply to all Services we provide, whether currently available or developed and released in the future, across all channels including web, mobile, API, embedded software, managed infrastructure, and direct consulting engagements.

Specific Services may be governed by supplemental terms, statements of work, master service agreements, or service level agreements (“Supplemental Terms”). In the event of a conflict between these Terms and any Supplemental Terms, the Supplemental Terms control for the specific Service to which they apply.

We reserve the right to modify, suspend, discontinue, or introduce new Services at any time, with or without notice. We are not liable to you or any third party for any modification, suspension, or discontinuation of any Service.

You must be at least 18 years of age, or the age of legal majority in your jurisdiction if higher, to access our Services. By using our Services, you represent and warrant that you meet this requirement. If you are under the age of majority in your jurisdiction, you may only use our Services under the supervision of a parent or legal guardian who has agreed to these Terms.

Our Services are not available to any person or entity that has been prohibited from receiving them under applicable law, including applicable export controls and sanctions regulations. You represent and warrant that you are not located in, or a national or resident of, any country subject to a comprehensive embargo by the United States government, and that you are not listed on any U.S. government list of prohibited or restricted parties.

Certain Services require you to register for an account. You agree to provide accurate, current, and complete information during registration and to keep that information up to date. You are responsible for maintaining the confidentiality of your account credentials, including any API keys or access tokens issued to you, and for all activity that occurs under your account.

You must notify us immediately at legal@aevonix.com if you believe your credentials have been compromised. We are not liable for any loss or damage arising from unauthorized use of your account where you failed to promptly notify us after becoming aware of the compromise.

We reserve the right to suspend or terminate accounts that we believe, in our sole discretion, have been used fraudulently, in violation of these Terms, or in a manner that could harm us, other users, or third parties.

Subject to your compliance with these Terms and payment of any applicable fees, we grant you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use our Services solely for your internal business or personal purposes, as applicable. This license does not include any right to:

• Resell, sublicense, or redistribute any Service or its outputs;
• Copy, modify, reverse-engineer, decompile, or disassemble any Service or underlying software;
• Create derivative works based on our Services without our express written consent;
• Remove or alter any proprietary notices or labels on any Service;
• Use any Service in a manner that is inconsistent with any documentation, Supplemental Terms, or written instructions we provide.

All rights not expressly granted here are reserved by Aevonix.

You agree not to use our Services for any purpose that is unlawful, harmful, or otherwise prohibited by these Terms. Without limiting the foregoing, you must not:

• Violate any applicable local, national, or international law or regulation, including laws governing data privacy, intellectual property, export controls, and financial services;
• Use our Services to transmit or distribute malware, spyware, adware, or any other malicious code;
• Attempt to gain unauthorized access to any part of our Services, infrastructure, or systems, or the accounts of other users;
• Interfere with or disrupt the integrity, performance, or security of our Services, networks, or servers;
• Use our Services to harass, abuse, defame, threaten, or discriminate against any individual or group;
• Engage in scraping, crawling, or data mining of our Services without express written authorization;
• Use our Services to generate, train, or improve AI models in competition with Aevonix without express written authorization;
• Impersonate any person or entity, or falsely represent your affiliation with any person or entity;
• Use our Services to process, generate, or distribute content that exploits, harms, or threatens the safety of minors;
• Use our Services to engage in any activity that constitutes market manipulation, securities fraud, or other financial crimes;
• Circumvent, disable, or otherwise interfere with any security-related features, access controls, or usage monitoring of our Services.

Certain Services we offer include features related to health, wellness, biomarkers, medical data, or personal health information. The following terms apply to all such Services.

Where we provide managed compute, HPC clusters, GPU infrastructure, colocation, on-premise deployment, or sovereign AI infrastructure (collectively, “Infrastructure Services”), the following additional terms apply, subject to any Supplemental Terms or dedicated infrastructure agreement.

Where we provide strategic advisory, policy consulting, technology assessment, implementation planning, or other professional services (collectively, “Advisory Services”), the following additional terms apply, subject to any Supplemental Terms, master service agreement, or statement of work.

Your privacy matters to us. Our Privacy Policy describes how we collect, use, share, and protect your personal information across our Services. It is incorporated into these Terms by reference. By using our Services, you consent to the data practices described in our Privacy Policy.

Where our Services involve the processing of personal data on your behalf (as a data controller), we act as a data processor. In those circumstances, a Data Processing Agreement (“DPA”) governs that processing and may be executed as part of the applicable service agreement. Where no DPA is in place, our Privacy Policy describes our baseline data handling practices.

We operate across multiple jurisdictions, including the United States, El Salvador, and the United Arab Emirates. We implement appropriate safeguards for cross-border data transfers as required by applicable law.

Our Services may include integrations with, or links to, third-party websites, platforms, APIs, and services. We do not endorse, control, or assume responsibility for any third-party service, and your use of third-party services is subject to their own terms and privacy policies.

We may use third-party providers to help us deliver our Services, including cloud providers, payment processors, analytics services, and communication platforms. Where those providers process your data, they do so subject to appropriate data processing agreements with us and in accordance with our Privacy Policy.

Important — please read carefully

To the fullest extent permitted by applicable law, our Services are provided “as is” and “as available,” without warranties of any kind, express or implied, including without limitation any implied warranties of merchantability, fitness for a particular purpose, title, non-infringement, accuracy, reliability, or uninterrupted availability.

We do not warrant that our Services will meet your specific requirements, that they will be error-free or uninterrupted, that defects will be corrected, or that our infrastructure is free from harmful components. AI outputs and model-generated content are probabilistic and may be inaccurate; we make no warranty as to their correctness, completeness, or fitness for any particular use.

Some jurisdictions do not allow the exclusion of implied warranties. In such jurisdictions, our liability is limited to the fullest extent permitted by law.

Important — please read carefully

To the fullest extent permitted by applicable law, in no event will Aevonix or any of its officers, directors, employees, contractors, agents, licensors, or subsidiaries be liable to you for any indirect, incidental, special, consequential, exemplary, or punitive damages, including but not limited to loss of profits, loss of data, loss of goodwill, service interruption, system failure, or the cost of substitute services, arising out of or in connection with your use of, or inability to use, any of our Services, even if we have been advised of the possibility of such damages.

Our total aggregate liability to you for any claims arising under or related to these Terms or our Services is limited to the greater of: (a) the total fees paid by you to us in the twelve months immediately preceding the event giving rise to the claim; or (b) one hundred US dollars (USD $100.00).

These limitations apply regardless of the legal theory under which the claim arises, whether in contract, tort (including negligence), strict liability, or otherwise. Some jurisdictions do not allow certain limitations of liability; in those jurisdictions, our liability is limited to the maximum extent permitted by law.

Nothing in these Terms excludes or limits liability for: (i) death or personal injury caused by our gross negligence or willful misconduct; (ii) fraud or fraudulent misrepresentation; or (iii) any other liability that cannot be excluded or limited by applicable law.

You agree to indemnify, defend, and hold harmless Aevonix and its officers, directors, employees, contractors, agents, licensors, and subsidiaries from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to: (a) your use of or access to our Services; (b) Your Content; (c) your breach of these Terms; (d) your violation of any applicable law or regulation; or (e) your violation of any third party’s rights.

We reserve the right to assume exclusive control of the defense of any matter subject to indemnification by you, and you agree to cooperate with our defense of such claims. You will not settle any claim without our prior written consent.

Where our Services are provided to a government entity, government agency, or government-controlled organization (“Government Client”), the following terms apply to the extent permitted by applicable law and the relevant jurisdiction:

• Government Clients are responsible for ensuring that their use of our Services complies with all applicable public procurement laws, data sovereignty requirements, and applicable information security standards;
• Sovereign immunity or analogous doctrines of Government Clients do not limit the enforceability of these Terms against such clients to the extent permitted by law;
• Where required by a Government Client’s jurisdiction, specific data handling, localization, and security requirements are addressed in the applicable government contract or Supplemental Terms;
• We retain the right to disclose that we have a client relationship with a Government Client unless expressly prohibited by a confidentiality agreement.

Our Services, including software, AI models, data, and technology, may be subject to export control laws and regulations of the United States and other jurisdictions, including the Export Administration Regulations (“EAR”) and the sanctions programs administered by the U.S. Office of Foreign Assets Control (“OFAC”).

You agree not to access, use, export, re-export, or transfer our Services or any related technology in violation of any applicable export control or sanctions law. You represent and warrant that: (a) you are not located in, or a citizen or resident of, any country subject to U.S. comprehensive embargo; (b) you are not listed on the U.S. Specially Designated Nationals list or any other applicable restricted-party list; and (c) you will not permit access to or use of our Services by any such person or entity.

We may update these Terms from time to time. When we make material changes, we will provide notice by: (a) posting the updated Terms on our website with a new effective date; and (b) where practicable, sending email notice to users with active accounts. Your continued access to or use of our Services after the effective date of any change constitutes your acceptance of the updated Terms.

If you do not agree to the updated Terms, you must stop using our Services before the changes take effect. For changes that we consider material in the context of an active paid subscription or long-term agreement, we will provide at least 30 days’ prior written notice.