Terms of Service — Axus Networks User Agreement

1. Acceptance of Terms

By accessing our website or using our services, you acknowledge that you have read, understood, and agree to be bound by these Terms and our Privacy Policy. If you do not agree, you must not use our services. If you are using our services on behalf of a business, you represent that you have the authority to bind that entity to these Terms.

2. Services

Axus provides managed IT services, cybersecurity solutions, cloud services, VoIP, IT consulting, cabling and surveillance, and related technology services ("Services"). The specific scope, terms, and pricing of Services will be set forth in a separate service agreement or statement of work ("SOW") between you and Axus.

3. Eligibility

You must be at least 18 years of age and have the legal capacity to enter into a binding agreement to use our Services.

4. Account Responsibilities

If you create an account or access credentials with us:

• You are responsible for maintaining the confidentiality of your account credentials
• You are responsible for all activities that occur under your account
• You must notify us immediately of any unauthorized use of your account
• We reserve the right to suspend or terminate accounts that violate these Terms

5. Acceptable Use

You agree not to use our Services to:

• Violate any applicable law, regulation, or third-party rights
• Transmit any viruses, malware, or other malicious code
• Attempt to gain unauthorized access to our systems or networks
• Interfere with or disrupt the integrity or performance of our Services
• Send unsolicited or unauthorized advertising, spam, or promotional material
• Engage in any activity that is fraudulent, deceptive, or harmful
• Reverse engineer, decompile, or disassemble any aspect of our Services
• Use our Services to infringe upon any intellectual property rights

6. Intellectual Property

All content, materials, trademarks, logos, software, and other intellectual property on our website and in our Services are owned by or licensed to Axus and are protected by U.S. and international intellectual property laws.

Any custom solutions, scripts, configurations, or deliverables created by Axus in the course of providing Services remain our intellectual property unless expressly transferred in a written agreement.

7. Payment Terms

• Fees: Fees for Services are as specified in your service agreement or SOW, quoted in U.S. dollars unless otherwise stated
• Payment: Payment is due per your agreement. Late payments may be subject to interest at 1.5% per month or the maximum rate permitted by law
• Taxes: You are responsible for all applicable taxes, duties, and levies, excluding taxes on our net income
• Disputes: Billing disputes must be reported in writing within 30 days of the invoice date

8. Service Level Agreements

Where applicable, service level commitments (uptime guarantees, response times, resolution targets) will be defined in your individual service agreement or SOW. General service level targets published on our website are for informational purposes and do not constitute binding commitments unless incorporated into a signed agreement.

9. Confidentiality

Both parties agree to maintain the confidentiality of any proprietary or confidential information disclosed during the course of the business relationship. Confidential information shall not be disclosed to third parties without prior written consent, except as required by law or to the extent necessary to perform the Services.

10. Data Protection

We process personal data in accordance with our Privacy Policy. Where we process personal data on your behalf as a service provider, the terms of such processing will be governed by a Data Processing Agreement ("DPA") executed between the parties.

11. SMS / Text Message Terms

By opting in to receive SMS/text messages from Axus, you agree to the following:

• You consent to receive text messages related to our Services, including service alerts, appointment reminders, account notifications, and (with separate consent) marketing messages
• Message frequency varies. Message and data rates may apply
• You may opt out at any time by replying STOP to any message. Reply HELP for assistance
• Consent to receive SMS messages is not a condition of purchase
• We will not sell or share your phone number or SMS opt-in data with third parties for their marketing purposes

For full details, see our dedicated SMS Policy.

12. Third-Party Services

Our Services may integrate with or rely upon third-party products, platforms, or services. We are not responsible for the availability, accuracy, or reliability of any third-party service.

13. Disclaimer of Warranties

TO THE MAXIMUM EXTENT PERMITTED BY LAW, OUR SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

We do not warrant that our Services will be uninterrupted, error-free, secure, or free of viruses or other harmful components.

14. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL AXUS, ITS DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, OR AFFILIATES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES.

Our total cumulative liability for all claims arising out of or related to these Terms or our Services shall not exceed the total fees paid by you to Axus during the twelve (12) months preceding the claim.

15. Indemnification

You agree to indemnify, defend, and hold harmless Axus and its officers, directors, employees, agents, and affiliates from and against any claims, liabilities, damages, losses, and expenses (including reasonable attorneys' fees) arising out of: (a) your use of our Services; (b) your violation of these Terms; (c) your violation of any third-party rights; or (d) any content you provide through our Services.

16. Termination

• By You: You may stop using our website at any time. Termination of paid Services is governed by your service agreement or SOW
• By Us: We may suspend or terminate your access at any time for violation of these Terms, non-payment, or any other reason with reasonable notice
• Effect of Termination: Upon termination, your right to access our Services ceases immediately. Sections that by their nature should survive will survive

17. Governing Law & Dispute Resolution

These Terms are governed by and construed in accordance with the laws of the State of California. Any disputes shall be resolved as follows:

• Informal Resolution: The parties shall first attempt to resolve any dispute informally by written notice
• Mediation: If unresolved within 30 days, either party may initiate mediation in Los Angeles County, California
• Litigation: If mediation is unsuccessful, disputes may be pursued in state or federal courts in Los Angeles County, California

Class Action Waiver: To the fullest extent permitted by law, dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated, or representative action.

18. General Provisions

• Entire Agreement: These Terms, together with our Privacy Policy, Cookies Policy, SMS Policy, and any applicable service agreements, constitute the entire agreement
• Severability: If any provision is held invalid, the remaining provisions continue in full force
• Waiver: Our failure to enforce any right or provision shall not constitute a waiver
• Assignment: You may not assign these Terms without our prior written consent
• Force Majeure: We shall not be liable for failure or delay due to circumstances beyond our reasonable control
• Notices: Notices to Axus should be sent to [email protected]

19. Contact Us

If you have questions about these Terms, please contact us:

• Email: [email protected]
• Phone: (800) 369-AXUS
• Mail: Axus, Attn: Legal Department, Los Angeles, CA