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Terms of service

Effective September 7, 2026 · Last updated September 7, 2026

These Terms of Service / Master Subscription Agreement (the "Agreement") are entered into by and between ScaleAxis LLC, a North Carolina limited liability company ("ScaleAxis", "we", "us", or "our"), and the legal entity identified during account registration ("Customer", "you", or "your"). This Agreement governs Customer's access to and use of ScaleAxis OS ("Service"). By clicking "I agree," creating an account, executing an order form, or otherwise accessing or using the Service, Customer agrees to be bound by this Agreement. The individual accepting this Agreement represents that they have authority to bind Customer.

If Customer does not agree, Customer must not access or use the Service.

The defined terms in the Global Defined Terms section apply to this Agreement. In addition:

1.1 "Order Form" means an online or written order or subscription page identifying the plan, term, fees, and other commercial terms. 1.2 "Subscription Term" means the period for which Customer has purchased a subscription, as specified in the Order Form, including auto-renewals. 1.3 "Fees" means subscription fees, usage fees, overage fees, ScaleAxis Managed fees, and pass-through fees, each as set forth in the Order Form or the then-current pricing. 1.4 "Beta Features" means features marked as "beta", "preview", "alpha", or "experimental". 1.5 "AI Output" means content generated by AI Features in response to Customer's prompts or instructions. 1.6 "Documentation" means the user documentation made available through the Service.

2.1 U.S. Only / Business Use. The Service is offered only to (a) Customers organized under the laws of, and operating in, the United States; (b) acting in a business or commercial capacity (the Service is not a consumer product); and (c) whose Authorized Users are at least 18 years of age. ScaleAxis reserves the right to add or remove jurisdictions in its discretion.

2.2 Account. Customer must provide accurate, current, and complete information during registration and keep it current. Customer is responsible for the confidentiality of credentials and for all activity in its account.

2.3 No Sanctioned Use. Customer represents that it is not (and is not owned or controlled by a person that is) on any U.S. Treasury OFAC sanctions list, the Denied Persons List, or any similar list, and is not located in a country subject to U.S. embargo.

3.1 Service License. Subject to this Agreement, ScaleAxis grants Customer a non-exclusive, non-transferable, non-sublicensable, revocable right during the Subscription Term to access and use the Service for Customer's internal business purposes.

3.2 Customer Data License. Customer hereby grants to ScaleAxis a limited, worldwide, non-exclusive, royalty-free license to host, copy, transmit, display, process, and modify Customer Data solely to (a) provide, secure, and improve the Service; (b) provide Support; and (c) exercise the rights described in Section 8 (AI; Service Data; Aggregated Data).

3.3 Restrictions. Customer will not, and will not permit any Authorized User or third party to: (a) reverse engineer, decompile, or disassemble the Service except as expressly permitted by applicable law; (b) access or use the Service to build a competing product or service or train competing AI models; (c) resell, rent, lease, or otherwise commercially exploit the Service except as expressly permitted; (d) remove or obscure any proprietary notices; (e) probe, scan, or test the vulnerability of the Service or its underlying systems; (f) interfere with the integrity or performance of the Service; (g) exceed any rate limits or quotas; or (h) use the Service in violation of the AUP, applicable law, or any third-party rights.

4.1 Plans and Tiers. Customer may subscribe to Free, Starter, Scale, or Professional tiers (each, a "Self-Serve Tier"), or purchase ScaleAxis Managed services. ScaleAxis Managed services are governed by a separate statement of work or order form, at the pricing stated in that order form or in published pricing.

4.2 AI Usage and Overages. Each paid Self-Serve Tier includes a monthly allowance of AI Actions: Starter (5), Professional (15), and Scale (50). AI Actions consumed in excess of the monthly allowance are billed at $0.75 per AI Action ("AI Overage Fees"). ScaleAxis uses Stripe's metered billing to invoice AI Overage Fees in arrears.

4.3 Twilio Pass-Through. Customers using SMS, voice, phone-number provisioning, and other telephony features ("Twilio Services") will be billed at ScaleAxis's then-current pricing for Twilio Services, which reflects (a) the underlying Twilio cost; (b) carrier fees (including A2P 10DLC brand and campaign fees); and (c) ScaleAxis's markup. Pass-through fees are passed through "as billed" and may change without notice when Twilio or carriers change underlying pricing.

4.4 Auto-Renewal. Subscriptions automatically renew for successive periods equal to the initial term at the then-current rate unless either party provides notice of non-renewal at least thirty (30) days before the end of the then-current term. Customer may cancel auto-renewal at any time through the billing portal.

4.5 Payment; Late Payments. Fees are payable in U.S. dollars by credit card or other method offered through Stripe. Past-due amounts accrue interest at the lesser of 1.5% per month or the maximum permitted by law and may result in suspension after notice.

4.6 Taxes. Fees are exclusive of all sales, use, value-added, GST, withholding, and similar taxes. Customer is responsible for all such taxes (except taxes based on ScaleAxis's net income). Customer must provide a valid exemption certificate where applicable.

4.7 No Refunds. Except as expressly stated in this Agreement or required by applicable law, all Fees are non-refundable.

4.8 Free Tier. ScaleAxis may modify or discontinue the Free Tier (or any feature thereof) at any time. Free Tier use is subject to all restrictions of this Agreement and the AUP and may be subject to additional usage limits.

5.1 Beta As-Is. DURING THE BETA PERIOD, THE SERVICE (INCLUDING AI FEATURES AND ALL BETA FEATURES) IS PROVIDED "AS IS" AND "AS AVAILABLE", WITHOUT ANY WARRANTY OF ANY KIND. Customer acknowledges that the Service may contain bugs, errors, and other defects, may experience downtime, and may be subject to feature changes or removals without notice.

5.2 No Production-Critical Reliance. Customer should not rely on the Service for mission-critical or revenue-critical operations during the Beta Period without independent backup and recovery procedures.

5.3 SLA During Beta. The Service Level Agreement targets during the Beta Period are non-binding service targets (see Document 9, SLA).

5.4 Beta pricing and billing. During the Beta Period the Service is provided free of charge. Billing begins only after ScaleAxis gives at least thirty (30) days' written notice to the workspace owner. Customer Data entered during the Beta Period remains Customer's and is exportable.

5.5 Feedback. Customer may provide feedback, suggestions, and ideas regarding the Service ("Feedback"). Customer grants ScaleAxis a perpetual, irrevocable, worldwide, royalty-free, sublicensable license to use, exploit, and incorporate Feedback into the Service or any other product without restriction or compensation.

6.1 Customer Owns Customer Data. As between the parties, Customer owns all right, title, and interest in and to Customer Data (subject to third-party rights). ScaleAxis claims no ownership interest in Customer Data.

6.2 Customer Responsibility. Customer is solely responsible for (a) the accuracy, quality, integrity, and legality of Customer Data; (b) having all rights, consents, and notices necessary to upload, transmit, and process Customer Data through the Service (including any consents required under TCPA, CAN-SPAM, and applicable privacy laws); and (c) preventing unauthorized access to Customer Data through Customer's account.

6.3 Customer Indemnity Re: Data. Customer's obligations under Section 14 include claims arising from Customer Data and Customer's failure to obtain required consents.

ScaleAxis uses Sub-processors to provide the Service, as set forth in the Sub-processor List (Document 8) and in the DPA (Document 4). ScaleAxis will give at least thirty (30) days' advance notice (via in-product notice, email to the account administrator, or update to the Sub-processor List page) before adding or replacing a Sub-processor. Customer may object on reasonable data-protection grounds; if the parties cannot resolve the objection, Customer may terminate the affected Service for convenience.

8.1 AI Features Generally. The Service includes AI Features powered by Anthropic's Claude family of models (and potentially other models in ScaleAxis's discretion).

8.2 No Training on Customer Data. ScaleAxis does not train, fine-tune, or otherwise improve any machine-learning model on Customer Data. ScaleAxis does not authorize any AI Sub-processor (including Anthropic) to use Customer Data for their own model training, which is consistent with Anthropic's Commercial Terms providing that "Anthropic may not train models on Customer Content from Services."

8.3 AI Business Context Is Tenant-Scoped. AI Business Context entries are stored, processed, and accessed exclusively within a single Customer tenant. ScaleAxis enforces tenant isolation by row-level security and does not share AI Business Context across Customers.

8.4 AI Output Disclaimers. AI Output may be inaccurate, incomplete, biased, or otherwise unsuitable for Customer's purposes. AI Features can "hallucinate", producing assertions that appear authoritative but are false. Customer is solely responsible for reviewing, validating, and editing AI Output before relying on it or sharing it with third parties. AI Output is not legal, medical, tax, financial, or other professional advice.

8.5 High-Risk Use Restrictions. Customer will not use AI Output, without independent qualified human review, to make any decision that materially affects an individual's: (a) employment, hiring, compensation, promotion, or termination; (b) credit, lending, insurance, or financial-services eligibility or pricing; (c) housing eligibility or pricing; (d) educational opportunities; (e) access to government services; or (f) medical or healthcare treatment. Customer agrees to comply with all applicable AI laws, including the Texas Responsible AI Governance Act (effective Jan. 1, 2026) and any successor to the Colorado AI Act (Colorado SB 26-189 takes effect Jan. 1, 2027).

8.6 Operational Use Carve-Outs. Notwithstanding Section 8.2, ScaleAxis may (i) use Service Data (operational metadata such as error logs, latency metrics, and usage patterns) to operate, secure, and improve the Service; (ii) use aggregated and de-identified data derived from the Service for analytics, benchmarking, and product improvement, provided that such data does not identify Customer, any Authorized User, or any individual; and (iii) retain prompts and AI Output transiently as necessary for abuse monitoring, safety classification, and trust-and-safety review, in accordance with the Privacy Policy and DPA.

Customer and its Authorized Users must comply with the Acceptable Use Policy (Document 3, incorporated by reference). ScaleAxis may suspend or terminate access for violations.

The Service incorporates and depends upon third-party services (including Vercel, Supabase, Stripe, Twilio, Resend, OpenRouter, Anthropic, Sentry, Upstash, and Cloudflare). Customer's use of any such third-party service may be subject to the third party's separate terms (including, for example, the Stripe Services Agreement, Twilio Acceptable Use Policy, Twilio Messaging Policy, and Anthropic Acceptable Use Policy). ScaleAxis is not responsible for third-party services and does not warrant or guarantee them. Customer's pass-through use of Twilio Services is further governed by the SMS / A2P 10DLC Messaging Policy (Document 5).

11.1 Suspension. ScaleAxis may suspend Customer's access immediately, without prior notice, if ScaleAxis reasonably believes Customer (or an Authorized User) (a) has violated this Agreement or the AUP; (b) is creating a security, legal, or operational risk to ScaleAxis or other customers; (c) has failed to pay Fees when due (after reasonable opportunity to cure); or (d) is the subject of a credible carrier, regulator, or law-enforcement complaint.

11.2 Termination for Convenience. Either party may terminate this Agreement at the end of the then-current term by providing notice as set forth in Section 4.4. Customer may terminate the Free Tier at any time by closing the account.

11.3 Termination for Cause. Either party may terminate this Agreement on written notice if the other party materially breaches and fails to cure within thirty (30) days, or immediately upon written notice if the other party becomes insolvent or files for bankruptcy.

11.4 Effect of Termination. Upon termination: (a) Customer's right to access the Service immediately ends; (b) ScaleAxis will, for ninety (90) days following termination, retain Customer Data and enable Customer to export Customer Data through the Service's standard export tools; after the 90-day window, ScaleAxis may delete Customer Data; (c) all accrued Fees become due and payable; (d) Sections that by their nature should survive (including ownership, confidentiality, indemnification, limitation of liability, governing law, and dispute resolution) survive termination.

12.1 Confidential Information. Each party may receive non-public information of the other ("Confidential Information"). The receiving party will (a) use Confidential Information only to exercise rights and perform obligations under this Agreement; (b) protect Confidential Information with the same care it uses to protect its own confidential information of like importance, but no less than a reasonable standard of care; and (c) not disclose Confidential Information except to personnel who have a need-to-know and are bound by confidentiality obligations.

12.2 Exclusions. Confidential Information does not include information that (a) is or becomes publicly available through no fault of the receiver; (b) was rightfully known to the receiver before disclosure; (c) is rightfully obtained from a third party without restriction; or (d) is independently developed.

12.3 Compelled Disclosure. A receiving party may disclose Confidential Information as required by law, provided that it gives the disclosing party (where legally permissible) prompt notice and reasonable cooperation to seek protective treatment.

13.1 Mutual. Each party represents that it has the authority to enter into this Agreement.

13.2 Limited Service Warranty (Post-Beta). Beginning at GA, ScaleAxis warrants that the Service will materially conform to the Documentation. Customer's exclusive remedy for breach is, at ScaleAxis's option: (a) reasonable efforts to correct the non-conformity; or (b) if not corrected within sixty (60) days, termination of the affected Service and a pro-rata refund of prepaid unused Fees.

13.3 DISCLAIMER. EXCEPT FOR THE EXPRESS WARRANTIES IN SECTION 13.2, THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE", WITH ALL FAULTS, AND SCALEAXIS DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, QUIET ENJOYMENT, AND THOSE ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. SCALEAXIS DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, SECURE, ERROR-FREE, OR THAT AI OUTPUT WILL BE ACCURATE OR FIT FOR CUSTOMER'S USE.

14.1 By ScaleAxis. ScaleAxis will defend Customer from third-party claims alleging that Customer's authorized use of the Service infringes a U.S. patent issued as of the Effective Date, registered U.S. copyright, or U.S. trademark, and will pay damages and reasonable attorneys' fees finally awarded or settled. Exclusions: claims arising from (a) Customer Data; (b) Customer's combination of the Service with other products not provided by ScaleAxis; (c) modifications to the Service not made by ScaleAxis; (d) use after notice of alleged infringement; (e) Beta Features; or (f) AI Output.

14.2 By Customer. Customer will defend, indemnify, and hold harmless ScaleAxis from any third-party claim arising out of or related to (a) Customer Data; (b) Customer's or any Authorized User's violation of the AUP, applicable law, or third-party rights; (c) Customer's use of AI Output (including any reliance, distribution, or decision-making based on AI Output); (d) Customer's email and SMS sending practices, including any TCPA, CAN-SPAM, or carrier-policy violation; or (e) any taxes Customer was required to pay.

14.3 Procedure. The party seeking indemnification must give prompt written notice of the claim, allow the indemnifying party to control the defense (provided the indemnifying party does not settle in a way that imposes admissions or non-monetary obligations on the indemnified party without consent), and reasonably cooperate.

15.1 No Indirect Damages. EXCEPT FOR THE EXCLUDED CLAIMS (DEFINED BELOW), NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST REVENUES, LOST DATA, LOST GOODWILL, OR BUSINESS INTERRUPTION, EVEN IF ADVISED OF THE POSSIBILITY.

15.2 Aggregate Cap. EXCEPT FOR THE EXCLUDED CLAIMS, EACH PARTY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT WILL NOT EXCEED THE FEES PAID OR PAYABLE BY CUSTOMER TO SCALEAXIS UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

15.3 Excluded Claims. "Excluded Claims" means: (a) Customer's payment obligations; (b) either party's indemnification obligations under Section 14; (c) Customer's violations of the AUP or applicable law; (d) either party's breach of confidentiality (excluding breaches caused by a Sub-processor or by Customer Data security incidents otherwise governed by the DPA); and (e) either party's gross negligence, willful misconduct, or fraud.

15.4 Basis of the Bargain. The disclaimers and limitations in Sections 13 and 15 are a fundamental basis of the bargain.

16.1 ScaleAxis IP. As between the parties, ScaleAxis owns all right, title, and interest in and to the Service, the Documentation, all underlying software, designs, methodologies, and improvements (including Service Data and aggregated/de-identified data), and all intellectual property rights therein.

16.2 No Implied Licenses. Except as expressly stated, no licenses are granted by implication, estoppel, or otherwise.

16.3 Feedback. See Section 5.5.

17. DMCA / copyright complaints

ScaleAxis complies with the Digital Millennium Copyright Act, 17 U.S.C. § 512. If you believe Customer Data on the Service infringes your copyright, send a DMCA notice (with the elements required by 17 U.S.C. § 512(c)(3)) to dmca@scaleaxis.ai. We may remove allegedly infringing material and terminate repeat infringers.

PLEASE READ CAREFULLY. THIS SECTION REQUIRES ARBITRATION OF DISPUTES, WAIVES THE RIGHT TO A JURY TRIAL, AND WAIVES THE RIGHT TO PARTICIPATE IN A CLASS ACTION OR MASS ARBITRATION.

18.1 Informal Resolution. Before initiating arbitration, a party must first send a written notice of dispute to the other party (to legal@scaleaxis.ai for ScaleAxis). The parties will negotiate in good faith for at least sixty (60) days.

18.2 Binding Arbitration. Any dispute, claim, or controversy arising out of or relating to this Agreement or the Service that is not resolved informally will be submitted to binding arbitration administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules then in effect (as updated, including any AAA Mass Arbitration Supplementary Rules effective on the date of filing). The arbitration will be conducted by a single arbitrator. The seat of arbitration is Charlotte, Mecklenburg County, North Carolina. The arbitration will be in English.

18.3 Class and Jury Waiver. THE PARTIES WAIVE ANY RIGHT TO JURY TRIAL AND AGREE TO ARBITRATE ONLY ON AN INDIVIDUAL BASIS. NO CLASS, COLLECTIVE, OR REPRESENTATIVE ACTION OR ARBITRATION IS PERMITTED. If the class waiver is held unenforceable as to any claim, that claim must be brought in court (and not in arbitration) and stayed pending resolution of arbitrable claims.

18.4 Exceptions. Either party may bring (a) a claim for injunctive relief in a court of competent jurisdiction to protect intellectual property or confidentiality, or (b) a small-claims-court action where eligible.

18.5 Governing Law; Venue. This Agreement is governed by the laws of the State of North Carolina, excluding its conflict-of-laws principles. Subject to Section 18.2, the courts located in Mecklenburg County, North Carolina have exclusive jurisdiction.

19.1 Modifications. ScaleAxis may modify this Agreement by posting a revised version and giving at least thirty (30) days' notice for material changes (via in-product notice or email). Continued use after the effective date constitutes acceptance. 19.2 Notices. Notices to ScaleAxis: legal@scaleaxis.ai. Notices to Customer: the email address on file. 19.3 Assignment. Customer may not assign without ScaleAxis's prior written consent; ScaleAxis may assign in connection with a merger, acquisition, or sale of substantially all assets. 19.4 Force Majeure. Neither party is liable for delays caused by events beyond reasonable control (acts of God, war, terrorism, pandemics, denial-of-service attacks, internet/utility/Sub-processor outages, government action). 19.5 Severability. If any provision is unenforceable, the rest remains in force; the unenforceable provision will be reformed to the minimum extent. 19.6 No Waiver. Failure to enforce is not a waiver. 19.7 Independent Contractors. The parties are independent contractors. No agency, partnership, or joint venture is created. 19.8 Entire Agreement. This Agreement (including incorporated policies and any Order Form) is the entire agreement and supersedes prior agreements. In a conflict between this Agreement and an Order Form, the Order Form controls. 19.9 Export Controls. Customer will comply with all U.S. export and re-export laws. 19.10 U.S. Government End Users. The Service is "commercial computer software" under FAR 12.212 and DFARS 227.7202.