Terms of Service

Version 1.0, Effective July 16, 2026

1. Definitions

• "Client Environment" means the Google Cloud account, BigQuery instance, and related infrastructure owned by or provisioned for Client, including the data warehouse and identity resolution layer AxiaOS deploys within it.
• "Client Data" means all data collected from or through Client's properties, advertising accounts, storefronts, and business systems, and all data stored in the Client Environment.
• "AxiaOS Materials" means AxiaOS's pipeline code, data models, schemas, dashboard software and templates, documentation, methodologies, and all related intellectual property, in any form and wherever deployed.
• "Order Form" means a mutually executed ordering document that references these Terms.
• "Services" means the implementation, subscription, and service-layer offerings described in Section 2 and specified in your Order Form.

2. The Services

2.1 Implementation. Following execution of an Order Form and payment of the setup fee, AxiaOS will deploy its data infrastructure for Client, including data warehouse deployment, identity resolution setup, connection of the data sources specified in the Order Form, controlled historical backfills, and delivery of Client's starter dashboards. Implementation timelines depend on Client granting the access described in Section 5 and are extended day-for-day by Client delays.

2.2 Subscription services. During the subscription term, AxiaOS operates and maintains the deployed infrastructure: daily data pipeline runs, monitoring, dashboard hosting and refresh, and support at the service level stated in the Order Form or applicable SLA.

2.3 Service layer (guided launch). Standard engagements include a required guided-launch service layer for the initial term, covering collaborative build-out, scheduled milestone reviews, and advisory as described in the Order Form. After the initial term, Client may continue the service layer, add or drop optional modules, or move to a subscription-only arrangement.

2.4 Scope. The Services include only what is stated in the Order Form. Custom reporting, bespoke dashboard development, modifications to core infrastructure for tactical campaign purposes, activation work in Client's advertising platforms, and integrations beyond those listed in the Order Form are out of scope and available only under a separate or amended Order Form.

2.5 Deployment options. The Order Form specifies one of two deployment options:

• Owned (default): infrastructure is deployed into Client's own Google Cloud account. Client contracts directly with Google and pays Google directly for storage and compute, including all queries Client runs.
• Managed: AxiaOS hosts the infrastructure in a Google Cloud project it operates for Client. The project is maintained in a transferable state, and Client may request transfer of the project into its own Google Cloud account as described in Section 9.4.

3. Ownership

3.1 Client owns the asset. As between the parties, Client owns all Client Data and, for Owned deployments, the Client Environment, including the deployed data warehouse and identity resolution layer. These are Client's property from the moment of deployment and remain so after termination. AxiaOS claims no ownership interest in Client Data at any time.

3.2 AxiaOS owns the machinery. AxiaOS and its licensors retain all right, title, and interest in the AxiaOS Materials, including copies deployed into the Client Environment. No ownership in AxiaOS Materials transfers under this agreement. Documentation delivered to Client as part of the Services may be used internally by Client on a perpetual basis, including after termination.

3.3 License to Client. AxiaOS grants Client a non-exclusive, non-transferable license during the subscription term to use the AxiaOS Materials solely as deployed for Client's internal business purposes. Client must not (i) resell, sublicense, or make the AxiaOS Materials available to any third party other than Client's own agencies and contractors acting on Client's behalf; (ii) reverse engineer or copy the AxiaOS Materials except as permitted by law; or (iii) use the Services or AxiaOS Materials to develop a competing product or service.

3.4 Feedback. Client suggestions about the Services may be used by AxiaOS without restriction or obligation.

4. Client Data and Privacy

4.1 Processing role. AxiaOS accesses and processes Client Data solely to deliver the Services, at Client's instruction, and as a service provider or processor to Client. AxiaOS does not sell Client Data and does not use it for advertising.

4.2 Data Processing Agreement. Where Client Data includes personal information subject to data protection law (including GDPR or U.S. state privacy laws), the parties will execute AxiaOS's Data Processing Agreement, available on request, which is incorporated into this agreement once executed.

4.3 Service providers. AxiaOS uses third-party service providers and technology components to deliver the Services, including cloud infrastructure and data collection technology. AxiaOS remains responsible for its service providers' handling of Client Data in connection with the Services.

4.4 Aggregate data. AxiaOS may create and use de-identified, aggregated data derived from its delivery of the Services (for example, performance benchmarks and cost patterns across its client base) to improve its templates, products, and services. Aggregate data will never identify Client, Client's customers, or any individual, and will never include Client Confidential Information in identifiable form.

5. Client Responsibilities

Client is responsible for:

• Access. Granting and maintaining the platform access reasonably required to deliver the Services (advertising accounts, storefront or CRM systems, analytics tools, website data layer, and for Owned deployments, the Client Environment) within five business days of request. Delivery timelines and milestone dates extend day-for-day where required access is delayed.
• Cloud costs. For Owned deployments, maintaining its Google Cloud account in good standing and paying Google directly for all storage and compute, including all queries run by Client or its agents. AxiaOS configures the deployment with cost-control defaults but does not control and is not responsible for Client's Google Cloud charges.
• Lawful collection and consent. Ensuring that all data collected from Client's properties and provided to or accessed by AxiaOS is collected lawfully; that Client's privacy policy, consent mechanisms, and disclosures satisfy all applicable data protection laws; and that Client has all rights and consents necessary for AxiaOS to process Client Data as described in this agreement. Client warrants the foregoing on an ongoing basis.
• Third-party platform terms. Complying with the terms of the advertising platforms, storefronts, and other third-party services Client connects to the Services.
• Accurate information. Providing accurate account, billing, and advertising-spend information, and keeping it current.

6. Fees and Payment

6.1 Fee structure. Client will pay the fees stated in the Order Form, which consist of: (i) a one-time setup fee, due on execution; (ii) a recurring monthly subscription fee determined by Client's advertising spend band and deployment option; (iii) the service-layer fee for the guided launch during the initial term; and (iv) any optional add-on modules Client elects. All fees are stated in the Order Form.

6.2 Spend bands. Monthly subscription and service-layer fees are banded by Client's combined monthly advertising spend, as stated by Client and reflected in the Order Form. If Client's trailing average monthly advertising spend crosses into a different band for two consecutive months, either party may reset the affected fees to the new band, effective at the start of the next billing cycle, upon written notice. Band changes adjust fees only; they do not restart the term.

6.3 Billing and payment. The setup fee and first month's fees are due on execution of the Order Form. Recurring fees are billed monthly in advance and are due as stated in the invoice. Except as expressly stated in this agreement or the Order Form, all fees are non-refundable.

6.4 Late payment. Amounts more than 15 days past due may accrue interest at 1.5% per month or the maximum rate permitted by law, whichever is less. If any amount remains unpaid 15 days after written notice, AxiaOS may suspend the Services under Section 9.5 until payment is received.

6.5 Taxes. Fees exclude taxes. Client is responsible for all applicable sales, use, and similar taxes, excluding taxes on AxiaOS's income.

7. Confidentiality

Each party will protect the other's non-public business, technical, and financial information ("Confidential Information") with at least the care it uses for its own similar information, and no less than reasonable care. Confidential Information may be used only to perform under this agreement and disclosed only to personnel and contractors who need it and are bound by confidentiality obligations at least as protective. These obligations do not apply to information that is public through no fault of the recipient, independently developed, or rightfully received from a third party, and disclosure is permitted where required by law with prompt notice to the other party where legally permissible. Confidentiality obligations survive termination for three years; obligations for trade secrets survive as long as the information remains a trade secret.

8. Publicity

AxiaOS may identify Client by name and logo in client lists and marketing materials. Any case study or public description of Client's specific results requires Client's prior written approval (email is sufficient). Client may withdraw the general name-and-logo permission at any time by written notice, effective prospectively.

9. Term, Termination, and What You Keep

9.1 Term. The agreement begins on the Order Form effective date and continues for the initial term stated there (90 days unless the Order Form says otherwise), then renews month-to-month until terminated under this Section.

9.2 Termination for convenience. After the initial term, either party may terminate on 30 days' written notice. The initial term is a minimum commitment and is not terminable for convenience.

9.3 Termination for cause. Either party may terminate if the other materially breaches this agreement and fails to cure within 30 days of written notice (15 days for payment breaches).

9.4 What happens on termination. On any expiration or termination: (i) AxiaOS will cease operating pipelines, dashboards, and support, and will promptly relinquish its access to the Client Environment and Client's connected platforms; (ii) Client retains the Client Environment, all Client Data, the deployed warehouse and identity layer, and delivered documentation, none of which AxiaOS will delete, disable, or withhold; (iii) for Managed deployments, AxiaOS will transfer the hosted Google Cloud project to a Client-controlled account within 30 days of Client's written request, provided all undisputed fees are paid; (iv) Client's license to AxiaOS Materials ends, except the perpetual documentation license in Section 3.2; and (v) Client will pay all fees accrued through the termination effective date. Sections 3.2, 4.4, 7, 10, 11, 12, and 13 survive.

9.5 Suspension. AxiaOS may suspend the Services for non-payment under Section 6.4 or for Client's material breach that threatens the security or integrity of the Services. Suspension pauses AxiaOS's operation of the Services only. It does not affect Client's ownership of, or access to, the Client Environment and Client Data, which remain in Client's account and control at all times for Owned deployments.

10. Warranties and Disclaimers

10.1 Mutual. Each party warrants it has the authority to enter into this agreement.

10.2 Services warranty. AxiaOS warrants that the Services will be performed in a professional and workmanlike manner consistent with generally accepted industry standards. Client's exclusive remedy for breach of this warranty is re-performance of the deficient Services or, if re-performance fails, a refund of the fees paid for the deficient Services.

10.3 No results guarantee. AxiaOS does not warrant any particular business outcome, including revenue, return on ad spend, cost reduction, or attribution accuracy. Results described in AxiaOS case studies and marketing materials are historical examples from specific clients and are not promises of similar results. Client is solely responsible for business decisions made in reliance on the Services and their outputs.

10.4 Third-party platforms. The Services depend on third-party platforms and APIs (including Google, Meta, Shopify, and Client's other connected systems) that AxiaOS does not control. AxiaOS is not responsible for third-party platform outages, API or policy changes, data errors originating in third-party systems, or actions those platforms take against Client's accounts.

10.5 Disclaimer. EXCEPT AS EXPRESSLY STATED IN THIS SECTION 10, THE SERVICES AND AXIAOS MATERIALS ARE PROVIDED "AS IS," AND AXIAOS DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

11. Indemnification

11.1 By Client. Client will defend and indemnify AxiaOS against third-party claims arising from (i) Client Data, including its collection on Client's properties; (ii) Client's failure to provide legally required privacy notices or obtain legally required consents; (iii) Client's breach of third-party platform terms; or (iv) Client's use of the Services in violation of law.

11.2 By AxiaOS. AxiaOS will defend and indemnify Client against third-party claims that the AxiaOS Materials, as delivered and used as permitted, infringe a United States patent, copyright, or trademark, or misappropriate a trade secret. If such a claim arises, AxiaOS may modify or replace the affected materials or, if neither is commercially reasonable, terminate the affected Services and refund prepaid, unused fees.

11.3 Process. The indemnified party must give prompt notice, allow the indemnifying party control of the defense, and cooperate reasonably.

12. Limitation of Liability

NEITHER PARTY IS LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, OR DATA, EVEN IF ADVISED OF THE POSSIBILITY. EACH PARTY'S TOTAL LIABILITY UNDER THIS AGREEMENT IS LIMITED TO THE FEES PAID OR PAYABLE BY CLIENT IN THE TWELVE (12) MONTHS BEFORE THE EVENT GIVING RISE TO LIABILITY. THESE LIMITS DO NOT APPLY TO CLIENT'S PAYMENT OBLIGATIONS, EITHER PARTY'S INDEMNIFICATION OBLIGATIONS, OR A PARTY'S BREACH OF SECTION 7.

13. General

13.1 Governing law and venue. This agreement is governed by Wyoming law, without regard to conflicts of law. Disputes will be resolved exclusively in the state or federal courts located in Sheridan County, Wyoming, and each party consents to their jurisdiction.

13.2 Assignment. Neither party may assign this agreement without the other's consent, except that either party may assign it without consent to an affiliate or to a successor in connection with a merger, acquisition, reorganization, or sale of substantially all assets, with notice to the other party.

13.3 Force majeure. Neither party is liable for delay or failure caused by events beyond its reasonable control, except payment obligations.

13.4 Notices. Legal notices must be in writing and sent to the addresses on the Order Form (for Client) and to the contact in Section 14 (for AxiaOS). Email notice is effective on confirmed receipt.

13.5 Relationship. The parties are independent contractors. Nothing in this agreement creates a partnership, joint venture, or agency relationship.

13.6 Entire agreement; order of precedence. The Order Form, these Terms, and any executed DPA are the entire agreement and supersede all prior discussions. Precedence: (1) the Order Form, (2) the DPA as to data processing, (3) these Terms. Client purchase-order terms have no effect.

13.7 Changes to these Terms. AxiaOS may publish updated versions of these Terms with a new version number and effective date. Each Order Form remains governed by the version it references. Updated Terms apply to new Order Forms and, for month-to-month renewals, take effect 30 days after AxiaOS gives Client written notice of the update.

13.8 Severability; waiver. If a provision is unenforceable, the rest of the agreement stands. Failure to enforce a provision is not a waiver.

14. Contact

DataX LLC (operator of the AxiaOS brand)
30 N Gould St, Ste 32934, Sheridan, WY 82801
legal@axiaos.io

Website Terms of Use

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