Terms of Service

By creating an account, accessing, or using any Maxx Stacks service, you ("Customer") agree to these Terms on behalf of yourself and, if applicable, your organization. If you are entering into these Terms on behalf of a legal entity, you represent that you have the authority to bind that entity.

If you do not agree to these Terms, you may not access or use the Maxx Stacks platform. Continued use following any updates to these Terms constitutes acceptance of the modified Terms.

Maxx Stacks provides cloud-based AI intelligence services, including the Maxx Stacks Intelligence Layer ("MSIL"), the Flow Engine, AI agent runtime, portal services, data connectors, and related APIs and tools (collectively, the "Services").

Access to the Services is granted on a subscription basis. The specific features, capacities, and support levels available to you are determined by your subscription tier as specified in your Order Form or account agreement.

Maxx Stacks reserves the right to modify, update, or discontinue features of the Services with reasonable prior notice. Material changes to core functionality will be communicated at least 30 days in advance.

You must provide accurate, current, and complete information when creating an account. You are responsible for maintaining the accuracy of your account information and for all activity that occurs under your account.

You are responsible for safeguarding your login credentials. You must notify Maxx Stacks immediately at security@maxxstacks.com upon discovering any unauthorized use of your account. Maxx Stacks is not liable for any loss resulting from unauthorized account access where you failed to promptly notify us.

Enterprise customers may provision multiple user accounts within their organization's deployment. Each user must agree to these Terms. Administrators are responsible for managing user access and removing credentials of departing personnel.

You agree to use the Services only for lawful purposes and in accordance with these Terms. You shall not:

• Use the Services to violate any applicable local, state, national, or international law or regulation
• Transmit any material that is unlawful, harmful, threatening, abusive, defamatory, or otherwise objectionable
• Attempt to probe, scan, or test the vulnerability of Maxx Stacks systems or networks
• Circumvent, disable, or interfere with security features of the Services
• Use the Services to develop or train competing AI products or services
• Scrape, crawl, or use automated means to access the Services in unauthorized ways
• Reverse engineer, decompile, or attempt to extract source code from the platform
• Resell or sublicense access to the Services without prior written authorization
• Use the Services in ways that exceed your licensed capacity or authorized scope

Maxx Stacks reserves the right to suspend or terminate accounts that violate these Acceptable Use terms, with or without prior notice depending on severity.

Subscription fees are specified in your Order Form and are due in advance for the applicable subscription period unless otherwise agreed in writing. All fees are exclusive of taxes, which are your responsibility where applicable.

Payment is due within 30 days of invoice unless otherwise specified in the Order Form. Past-due balances accrue interest at 1.5% per month or the maximum rate permitted by law, whichever is lower. Maxx Stacks reserves the right to suspend Services for accounts more than 30 days past due.

Subscription fees are non-refundable except as required by applicable law or as specifically stated in your Master Services Agreement. In cases of service outages attributable to Maxx Stacks that materially breach our uptime SLA, you may be eligible for service credits as described in your SLA.

The Services, including all software, algorithms, interfaces, documentation, and the MSIL platform architecture, are the exclusive intellectual property of Maxx Stacks Inc. and its licensors. These Terms do not grant you any rights in Maxx Stacks IP except the limited license to use the Services as permitted herein.

You retain all rights to your Customer Data. By using the Services, you grant Maxx Stacks a limited license to process your Customer Data solely to the extent necessary to provide the Services to you. Maxx Stacks does not claim ownership of Customer Data and will not use it for any purpose beyond providing and improving the Services for your account.

If you provide feedback, suggestions, or feature requests, you grant Maxx Stacks a non-exclusive, royalty-free license to use that feedback for any purpose without any obligation of compensation or attribution.

Each party agrees to maintain the confidentiality of the other party's non-public, proprietary information ("Confidential Information") disclosed in connection with these Terms. Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was already known to the receiving party; (c) is independently developed; or (d) is received from a third party without restriction.

Neither party will disclose the other's Confidential Information to third parties without prior written consent, except to employees, contractors, and advisors with a legitimate need to know who are bound by equivalent confidentiality obligations.

Each party represents that it has the authority to enter into these Terms and that its obligations under these Terms do not conflict with any other agreement.

You agree to defend, indemnify, and hold harmless Maxx Stacks and its officers, directors, employees, and agents from any claims, damages, losses, and expenses (including reasonable legal fees) arising from: (a) your use of the Services in violation of these Terms; (b) your violation of any applicable law or third-party rights; or (c) your Customer Data, including any claim that your Customer Data infringes the rights of a third party.

These Terms commence on the date you first access the Services and remain in effect until terminated.

Either party may terminate these Terms with 30 days written notice. Maxx Stacks may terminate your account for cause immediately upon written notice if you materially breach these Terms and fail to cure within 15 days of notice.

Upon termination: (a) your license to use the Services ends immediately; (b) you retain the right to export your Customer Data for 30 days following termination; (c) Maxx Stacks will delete your Customer Data in accordance with our data retention policy and your Data Processing Addendum; (d) provisions that by their nature should survive will survive, including payment obligations, IP rights, and limitations of liability.

Before initiating formal proceedings, both parties agree to attempt good-faith resolution of disputes through direct negotiation for a period of 30 days.

Any dispute not resolved through negotiation shall be resolved by binding arbitration administered by JAMS under its Commercial Arbitration Rules, with proceedings conducted in Delaware, USA. The arbitrator's award shall be final and binding and may be entered in any court of competent jurisdiction.

Class Action Waiver: You agree to resolve disputes with Maxx Stacks individually and waive any right to participate in class action proceedings.

These Terms are governed by and construed in accordance with the laws of the State of Delaware, United States, without regard to its conflict of laws principles. Subject to the arbitration agreement above, you consent to the exclusive jurisdiction of the state and federal courts located in Delaware for any matters not subject to arbitration.

Entire Agreement: These Terms, together with any Order Form and applicable Data Processing Addendum, constitute the entire agreement between the parties regarding the Services and supersede all prior agreements.

Amendments: Maxx Stacks may update these Terms with 30 days notice. Material changes will be communicated by email to account holders.

Severability: If any provision of these Terms is found unenforceable, it will be modified to the minimum extent necessary, and the remaining provisions will remain in full force.

Waiver: Failure by either party to enforce any provision shall not constitute a waiver of that provision.

Assignment: You may not assign these Terms without Maxx Stacks' prior written consent. Maxx Stacks may assign these Terms in connection with a merger, acquisition, or sale of substantially all assets.

Force Majeure: Neither party is liable for delays or failures in performance resulting from events beyond their reasonable control, including natural disasters, acts of government, internet outages, or third-party service failures.

For questions about these Terms:

• Email: legal@maxxstacks.com
• Privacy inquiries: privacy@maxxstacks.com
• Privacy Policy: maxxstacks.com/privacy
• Cookie Policy: maxxstacks.com/cookies