Terms of Service

1. The Service

The Service is a hosted set of business applications that coordinate work between Customer, its suppliers and other trading partners, and the business systems Customer already uses (such as ERP, accounting, ecommerce, warehouse and logistics systems). Customer's connected business systems remain Customer's systems of record.

Features labeled "Beta", "Early access", "Roadmap", "Planned" or "Coming soon" are not generally available. Beta and early-access features are provided for evaluation, may change or be withdrawn, and are provided as-is without any service commitment. Roadmap features are not part of the Service until released, and we do not charge for them.

2. Accounts and users

Customer is responsible for its users, for assigning appropriate roles, for keeping sign-in credentials confidential, and for all activity under its account. Customer must notify us promptly at support@apixx.io of any suspected unauthorized access.

Customer may invite suppliers and other trading partners ("Partner Users") to use the Service. Partner Users access the Service under Customer's account and these Terms. APIXX does not charge Partner Users for access.

3. Customer Data

"Customer Data" means data Customer, its users or its Partner Users submit to the Service or that the Service retrieves from Customer's connected systems. Customer owns Customer Data. Customer grants APIXX a limited right to host, process, transmit and display Customer Data only as needed to provide, secure and support the Service and as described in our Privacy Policy.

Customer is responsible for the accuracy and legality of Customer Data, for having the rights and consents needed to provide it, and for reviewing and approving supplier submissions before they are written to Customer's systems.

We do not sell Customer Data and do not use it for advertising. We may use aggregated, de-identified usage information that does not identify Customer, its users or its partners to operate and improve the Service.

4. Connected systems and third-party services

The Service connects to third-party systems that Customer selects (for example, Sage Intacct or other ERP, accounting, ecommerce, EDI or logistics platforms). Customer authorizes APIXX to access those systems using the credentials or authorizations Customer provides, solely to operate the connections Customer enables. Those systems are governed by their own terms, and APIXX is not responsible for their availability, changes to their interfaces, or their handling of data. Third-party names and trademarks belong to their respective owners, and APIXX is not affiliated with or endorsed by them unless stated.

5. AI-assisted features

Some features use artificial intelligence to summarize, interpret or recommend (for example, reading an emailed supplier reply). AI output may be incomplete or inaccurate. Consequential changes to compliance, financial, purchasing or inventory records require approval by an authorized Customer user or are executed by deterministic rules Customer configures. Customer is responsible for reviewing AI-assisted output before relying on it. We do not use Customer Data to train general-purpose AI models.

6. Acceptable use

Customer will not, and will not permit anyone to: (a) access or attempt to access another customer's data; (b) circumvent or test security controls without our written permission; (c) upload malware or unlawful content; (d) use the Service to send unsolicited bulk messages; (e) resell or provide the Service to third parties except to Customer's own Partner Users; (f) reverse engineer the Service except as permitted by law; or (g) use the Service in violation of applicable law, including export control and sanctions laws. We may suspend access where reasonably necessary to protect the Service, other customers or third parties, and will notify Customer when we do.

7. Plans, trials, fees and taxes

Plans are priced by the number of active suppliers, as described on our pricing page or in Customer's order form. An active supplier is a supplier that signs in to, or responds or transacts through, the Service during a billing month. Invited suppliers that never engage are not counted.

Trials are free and do not require a payment method. A trial ends at the end of its stated period unless Customer adds a payment method and selects a plan.

Subscription fees are billed in advance, monthly or annually. If Customer approaches its plan's supplier limit, we will notify Customer before any change in plan or fees; we do not automatically charge overages. Implementation or onboarding services, if any, are quoted separately in writing. Fees exclude taxes, which Customer is responsible for other than taxes on APIXX's income. Except as stated in these Terms or required by law, fees are non-refundable. Late payments may result in suspension after written notice.

8. Term, renewal and termination

Subscriptions renew automatically for the same billing period unless cancelled before the end of the current period. Customer may cancel at any time, effective at the end of the current billing period. Either party may terminate for material breach that is not cured within 30 days after written notice. We may terminate a free trial or Beta access at any time.

On termination, Customer may export its Customer Data for 30 days. After that period we delete Customer Data from active systems within 90 days of termination, and from backups on their normal rotation, except where retention is required by law. Sections that by their nature should survive termination will survive.

9. Confidentiality

Each party will protect the other's non-public information that is identified as confidential or that a reasonable person would understand to be confidential, using at least reasonable care, and will use it only to perform under these Terms. This does not apply to information that is public, already known, independently developed or rightfully received from a third party.

10. Security and data protection

We maintain administrative, technical and organizational safeguards designed to protect Customer Data, as described on our Security page. Where APIXX processes personal data on Customer's behalf, APIXX acts as Customer's processor, and a data processing addendum is available on request.

11. Intellectual property and feedback

APIXX owns the Service and all related software, designs and documentation. Customer receives a non-exclusive, non-transferable right to use the Service during its subscription. If Customer provides feedback or suggestions, APIXX may use them without obligation.

12. Warranties and disclaimers

APIXX warrants that the generally available Service will perform materially as described in its documentation. Customer's exclusive remedy for breach of this warranty is for APIXX to correct the non-conformity or, if we cannot do so within a reasonable time, for Customer to terminate the affected subscription and receive a refund of prepaid fees for the remaining term. Except as expressly stated, the Service is provided "as is", and APIXX disclaims all other warranties, express or implied, including merchantability, fitness for a particular purpose and non-infringement, to the extent permitted by law.

13. 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 aggregate liability arising out of or relating to these Terms is limited to the fees paid or payable by Customer for the Service in the twelve months before the event giving rise to the claim. These limits do not apply to Customer's payment obligations, a party's indemnification obligations, or liability that cannot be limited by law.

14. Indemnification

APIXX will defend Customer against third-party claims alleging that the Service infringes that third party's intellectual property rights, and pay resulting damages finally awarded or agreed in settlement. Customer will defend APIXX against third-party claims arising from Customer Data or Customer's use of the Service in violation of these Terms, and pay resulting damages finally awarded or agreed in settlement. The indemnified party must give prompt notice, reasonable cooperation, and control of the defense to the indemnifying party.

15. General

These Terms are governed by the laws of the State of Texas, without regard to conflict-of-law rules, and the parties consent to the exclusive jurisdiction of the state and federal courts located in Texas. Neither party may assign these Terms without the other's consent, except to a successor in a merger, acquisition or sale of substantially all relevant assets. Neither party is liable for delays caused by events beyond its reasonable control. If any provision is unenforceable, the rest remain in effect. These Terms, together with any signed order form, are the entire agreement about the Service.

We may update these Terms. We will give Customer at least 30 days' notice of material changes by email or in the Service, and the updated Terms apply from the start of Customer's next billing period.

16. Contact

APIWORX LLC dba APIXX · support@apixx.io