Business Terms of Service

Version 1.0.3 Last updated: July 26, 2026

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In plain English — the TL;DR

• You (the business) are contracting with Axiom Ops LLC for software. We help you run your F&B operations; we do not employ your team, make employment decisions for you, or become a party to disputes between you and your workers.
• You own your data. We process it to deliver the Service and, in aggregated and de-identified form, to improve it.
• For employee data you upload (rosters, wages, schedules, messages), you are the controller and we are your processor. You are responsible for giving your employees the notices and legal basis their jurisdiction requires.
• We are not affiliated with any franchisor, restaurant brand, or POS vendor. Brand names, logos, and concept names that appear in the Service are there only to identify your business and its systems. They do not mean the brand owner sponsors, endorses, reviews, or is involved with the Service.
• The templates in the Service — employee handbooks, workplace policies, and example employment or contractor agreements — are guides, not legal documents. No lawyer wrote them for you, no lawyer has reviewed or vetted them, and they are not brand-issued or brand-approved. They are a starting point to work from, nothing more. Have your own attorney review anything before you adopt, issue, or sign it.
• Disputes are governed by California law and resolved by JAMS arbitration, with a class-action waiver and a 30-day informal-resolution period before any filing.
• Our liability to you is capped at the fees you paid in the 12 months before the claim arose. We disclaim indirect and consequential damages.

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1. Parties and Acceptance

These Business Terms of Service (the "Agreement") are entered into by and between Axiom Ops LLC, a Delaware limited liability company with its principal place of business in the State of California ("Axiom Ops," "we," "us," or "our"), and the business entity that accepts this Agreement (the "Owner," "you," or "your"). "Owner" refers collectively to the franchisee, operator, or other legal entity that subscribes to the Service and to any individual accepting this Agreement on that entity's behalf.

By clicking "I accept," creating an account, or otherwise accessing or using Axiom Ops LLC's mobile and web applications and related services (collectively, the "Service"), you represent and warrant that (a) you have read and understood this Agreement, (b) you have the authority to bind the Owner entity to this Agreement, and (c) you and the Owner entity accept and will be bound by its terms. If you do not have that authority, or if you or the Owner entity do not agree to this Agreement, do not access or use the Service.

References in this Agreement to "the Service" mean Axiom Ops LLC's mobile and web applications and related services, including any successor, replacement, or renamed application or service offered by Axiom Ops LLC from time to time. This Agreement is not tied to any particular branded product name, and the Service may be rebranded, consolidated, or reorganized at Axiom Ops LLC's sole discretion without constituting a material change to this Agreement.

This Agreement governs only the Owner's use of the Service. Individual users acting as employees, contractors, or other personnel of the Owner are subject to a separate End User Terms of Service, which they accept directly with Axiom Ops LLC.

2. Service Description

The Service is a software-as-a-service platform that provides tools for franchise and F&B operations, including without limitation: (a) ingestion and normalization of operational reports (such as daily sales, payroll, and product-mix reports); (b) shift scheduling, availability collection, and shift-swap workflows; (c) ops task, checklist, and reminder management; (d) team messaging and collaboration; (e) daily store briefings, alerts, and analytics; (f) an artificial-intelligence assistant ("Sage") that generates advisory suggestions; and (g) related administrative and reporting functions, all delivered via Axiom Ops LLC's mobile and web applications and related services.

Axiom Ops may add, remove, or change features of the Service at its discretion, provided that it will not materially diminish the core functionality described above without prior notice. Axiom Ops does not guarantee any specific level of availability or performance beyond a commercially reasonable effort to keep the Service operational, and does not offer an SLA with financial remedies unless expressly stated in a separate written order form signed by both parties.

The Service is provided over the public internet and depends on third-party infrastructure and integrations. Temporary interruptions, maintenance windows, or performance degradations arising from that infrastructure or from the Service's own maintenance are inherent to the delivery model, and do not constitute a breach of this Agreement.

3. Neutral Service Provider; No Employment Relationship

Axiom Ops LLC is solely a technology service provider. Axiom Ops LLC is not the employer, joint employer, co-employer, staffing agency, agent, or representative of the Owner's workforce, and nothing in this Agreement or in the operation of the Service creates any such relationship.

Axiom Ops LLC has no authority over, and disclaims any role in: (a) hiring, firing, or discipline of the Owner's personnel; (b) scheduling decisions, including shift assignments, shift counts, and time-off approvals (the Service provides tools that facilitate Owner-made decisions, not decisions by Axiom Ops LLC); (c) setting, calculating, paying, or withholding wages, salaries, tips, commissions, bonuses, or other compensation; (d) classification of workers as employees, independent contractors, or otherwise; (e) determination of exempt or non-exempt status under applicable wage-and-hour laws; (f) workplace policies, including attendance, dress code, safety, harassment, discrimination, accommodation, leave, and grievance procedures; (g) workplace conditions, including rest and meal periods, break compliance, overtime authorization, and workplace safety; and (h) collective bargaining, labor-relations matters, or interactions with organized labor.

The Service's features are tools placed at the Owner's disposal. Any action taken through the Service — assigning a shift, sending a message, assigning a task, recording a write-up, disabling a team member's access, or any other action — is an action of the Owner, taken by the Owner's authorized users, and is attributable to the Owner and not to Axiom Ops LLC.

Axiom Ops LLC is not a party to, and accepts no liability for, any dispute, claim, demand, grievance, complaint, charge, or legal proceeding arising out of or relating to the Owner's employment relationships, including without limitation claims of wage and hour violations, misclassification, unpaid overtime, meal and rest break violations, wrongful termination, discrimination, harassment, retaliation, failure to accommodate, hostile work environment, defamation, emotional distress, or any other employment-law matter, whether asserted by an employee, former employee, prospective employee, contractor, regulator, union, or third party.

The Owner remains solely responsible for compliance with all applicable federal, state, and local employment, labor, wage, tax, benefits, leave, accommodation, safety, licensing, franchise, and related laws and regulations. Nothing in the Service substitutes for the Owner's legal, tax, HR, or other professional advisors, and the Owner is encouraged to consult those advisors before relying on any output of the Service for an employment-related decision.

4. Account, Authorized Users, and Roster

The Owner may invite individuals to use the Service as owners, managers, or employees within the Owner's organization (each, an "Authorized User"). The Owner is responsible for (a) ensuring that each invitation is sent to the correct individual, (b) accuracy and currency of the Authorized User roster, and (c) promptly disabling access for Authorized Users who are no longer authorized. The Owner represents and warrants that (i) every individual it invites as an employee or contractor is in fact a member of its workforce, is at least sixteen (16) years of age, and is not under the age of thirteen (13), and (ii) the Owner has provided the notices and obtained any consents required under applicable law before inviting that individual.

The Owner is responsible for all activity occurring under its account and under its Authorized Users' credentials, including credential sharing, credential theft, and use by former personnel whose access should have been revoked. The Owner must promptly notify Axiom Ops LLC of any unauthorized access or use of the Service under its account.

5. Subscription, Fees, Taxes, and Auto-Renewal

The Service is offered on a paid subscription basis. Fees, billing periods, and subscription scope are set out in the order form, plan selection, or invitation code accepted by the Owner. Unless the order specifies otherwise, subscriptions auto-renew for successive terms equal to the initial term until canceled. The Owner may cancel renewal at any time before the renewal date through the Service's account-management interface or by written notice to billing@axiomops.ai; cancellation takes effect at the end of the then-current term, and no partial-period refunds are issued.

Fees are stated exclusive of taxes. The Owner is responsible for all sales, use, value-added, excise, and similar taxes arising from the Service, other than taxes on Axiom Ops LLC's net income. Axiom Ops LLC may increase fees on renewal with at least thirty (30) days' prior notice; if the Owner does not accept the new fees, the Owner's sole remedy is to cancel renewal before the increase takes effect.

If any undisputed amount remains unpaid more than thirty (30) days after its due date, Axiom Ops LLC may, in addition to any other remedies, suspend the Owner's access to the Service upon seven (7) days' further written notice, and may charge interest on overdue amounts at the lesser of one and one-half percent (1.5%) per month and the maximum rate permitted by applicable law.

6. Owner Data; License Grant; Aggregated and De-Identified Data

"Owner Data" means all data and content submitted to the Service by or on behalf of the Owner, including without limitation sales and payroll data, point-of-sale ingested data, Gmail-ingested operational reports, task and checklist data, team messages, schedule data, uploaded photos, Owner-configured settings, and Authorized User profile data sourced from the Owner.

As between the parties, the Owner retains all right, title, and interest in and to Owner Data. The Owner grants to Axiom Ops LLC a worldwide, non-exclusive, royalty-free license to host, copy, transmit, store, display, process, and use Owner Data solely (a) to provide, maintain, secure, and support the Service for the Owner; (b) to comply with applicable law and valid legal process; (c) to protect the rights, safety, and property of Axiom Ops LLC, its users, and the public; and (d) as described in Axiom Ops LLC's Privacy Policy and this Agreement.

Axiom Ops LLC may collect and use aggregated and de-identified data derived from Owner Data (e.g., industry benchmarks, usage statistics, operational patterns) for any lawful business purpose, including product improvement, research, analytics, marketing, and creation of derivative datasets, provided that such data does not identify the Owner, its Authorized Users, its employees, or any natural person and is not re-associable with them without undue effort. Axiom Ops LLC's rights in aggregated and de-identified data survive termination of this Agreement.

7. Employee Data; Controller / Processor Split

Where Owner Data includes personal information about the Owner's personnel (employees, contractors, managers, and prospective hires) — including without limitation names, contact information, roles, hours, wages, availability, messages, performance notes, schedule data, and related records ("Employee Personal Data") — the Owner is the controller (or business) with respect to that Employee Personal Data, and Axiom Ops LLC is the processor (or service provider) acting on the Owner's documented instructions through its use of the Service.

As controller, the Owner:

1. has sole responsibility for the lawful basis for collecting and processing Employee Personal Data, including providing any required notices to its personnel under applicable employment, privacy, and labor laws (for example, providing an employee privacy notice describing the tools used to collect and process their data), and obtaining any required consents;
2. is solely responsible for responding to individual rights requests (e.g., requests to access, correct, delete, port, or limit use of) made by its personnel with respect to Employee Personal Data, and may request Axiom Ops LLC's commercially reasonable assistance to respond to those requests;
3. warrants that its use of the Service to collect and process Employee Personal Data does not violate any applicable law, contract, or collective bargaining agreement to which it is subject;
4. is responsible for determining the appropriate retention periods, access controls, and disposal rules for Employee Personal Data, subject to the Service's default behaviors and the retention language in Axiom Ops LLC's Privacy Policy; and
5. will indemnify Axiom Ops LLC against claims by its personnel or regulators arising out of the Owner's failure to comply with its controller obligations.

As processor, Axiom Ops LLC will:

1. process Employee Personal Data only (a) to provide the Service in accordance with this Agreement, (b) on the Owner's documented instructions as expressed through the configuration and use of the Service, and (c) as required by applicable law;
2. use reasonable technical and organizational measures designed to protect Employee Personal Data against unauthorized access, disclosure, and loss;
3. impose confidentiality obligations on its personnel with access to Employee Personal Data;
4. promptly notify the Owner of any confirmed security incident involving unauthorized access to or acquisition of Employee Personal Data, and provide reasonable assistance in investigating and responding to the incident;
5. engage subprocessors only subject to written terms no less protective than this Agreement, and maintain an available list of subprocessor categories as described in Section 10;
6. on termination of the Agreement, delete or return Employee Personal Data within a commercially reasonable period (subject to legal retention obligations and to the data-export window described in Section 15); and
7. not sell (as that term is defined under the California Consumer Privacy Act) Employee Personal Data.

If applicable law requires a separate data processing addendum or standard contractual clauses to be signed in order to lawfully process Employee Personal Data through the Service, the parties will negotiate and execute such an addendum in good faith; until that addendum is executed, this Section 7 governs the processor relationship.

8. AI Features Disclosure

Certain features of the Service, including without limitation the Sage AI assistant, generate suggestions, summaries, analyses, and other outputs using one or more third-party large-language-model ("LLM") providers. Axiom Ops LLC currently uses Anthropic PBC as its LLM provider. Anthropic PBC processes prompts, context, and outputs under an enterprise agreement that contractually prohibits Anthropic PBC from training its models on customer prompts or outputs.

AI outputs are advisory only. They may be inaccurate, incomplete, out of date, or unsuitable for a particular situation. The Owner must not rely on AI outputs as the sole basis for any employment decision — including scheduling, discipline, compensation, promotion, or termination — or for any decision with legal, financial, health, or safety consequences. The Owner is responsible for reviewing and validating AI outputs before acting on them, for ensuring that personnel do not submit sensitive personal data (such as social-security numbers, payment-card data, health information, or other categories of sensitive information) to AI features, and for training its personnel accordingly.

Axiom Ops LLC may change its AI provider, the models used, or the scope of AI features at any time, and will update its Privacy Policy accordingly.

9. Acceptable Use

The Owner will not, and will not permit any Authorized User or third party to: (a) use the Service in violation of any applicable law or regulation, including without limitation anti-discrimination, anti-retaliation, wage-and-hour, child-labor, minimum-age, data-protection, and workplace-safety laws; (b) use the Service to harass, defame, threaten, stalk, or otherwise harm any person; (c) upload or transmit content that infringes or misappropriates any intellectual property, privacy, or publicity right; (d) upload malware, viruses, or other harmful code; (e) interfere with, disrupt, probe, or attempt to gain unauthorized access to the Service or its underlying infrastructure; (f) reverse-engineer, decompile, or disassemble any portion of the Service, except to the extent such restriction is prohibited by applicable law; (g) circumvent rate limits, access controls, or usage measurement; (h) use the Service to build a competing product or service or to train a competing machine-learning model; (i) resell, sublicense, or provide the Service to third parties other than its own personnel; or (j) misrepresent its identity, role, or authority within the Service.

The Owner will remain the employer of record for all of its personnel who use the Service, and will exercise its own judgment — not the Service's outputs — when making employment decisions that implicate legal rights or obligations.

10. Third-Party Services — Categorical Disclosure

The Service relies on a network of third-party subprocessors and integrations to deliver its functionality. Axiom Ops LLC discloses certain third parties by name because disclosure is required by those parties' policies, is strategically material to the Owner, or both. All others are disclosed by category. This hybrid approach allows Axiom Ops LLC to swap vendors within a category without re-papering this Agreement while still giving the Owner a clear picture of the types of third parties involved.

Named subprocessors:

• Google LLC — Gmail ingestion (for operational-report parsing), OAuth authentication (for sign-in where applicable), and Google Places / geocoding (for store-address lookup). Required by Google's API Services User Data Policy and OAuth application verification requirements.
• Anthropic PBC — AI features, as described in Section 8.

Categorical subprocessors (disclosed by type):

• cloud hosting, storage, and compute providers (for service operation, storage of Owner Data, and backups);
• communications delivery providers (for transactional email and SMS);
• push notification delivery providers (for mobile push);
• error-monitoring and crash-reporting providers;
• authentication providers (for sign-in flows where third-party identity is used);
• content-delivery network and edge-computing providers;
• analytics and product-instrumentation providers (for aggregate usage telemetry).

A current list of specific subprocessors within each category is available on written request at privacy@axiomops.ai. Axiom Ops LLC will respond to reasonable requests within a commercially reasonable timeframe and will update the list on the same channel when a subprocessor is added or replaced. This list is provided subject to confidentiality obligations that the Owner agrees to by requesting it.

11. Confidentiality and Security

"Confidential Information" means non-public information disclosed by one party (the "Disclosing Party") to the other party (the "Receiving Party") that is marked or otherwise reasonably should be understood as confidential given the nature of the information or the circumstances of disclosure. Confidential Information includes, without limitation, Owner Data, Axiom Ops LLC's technology, pricing, product roadmaps, and security practices. Confidential Information does not include information that (a) is or becomes publicly available without breach of this Agreement, (b) was rightfully known to the Receiving Party before disclosure, (c) is received from a third party without a duty of confidentiality, or (d) is independently developed without use of or reference to the Disclosing Party's Confidential Information.

The Receiving Party will use at least the same degree of care it uses to protect its own Confidential Information of similar importance (and not less than reasonable care) to (i) not disclose Confidential Information to any third party except to its employees, contractors, and advisors who need to know it and who are bound by confidentiality obligations at least as protective as this Section, and (ii) not use Confidential Information except to exercise its rights and perform its obligations under this Agreement.

Axiom Ops LLC maintains an information security program that includes administrative, physical, and technical safeguards designed to protect Owner Data against unauthorized access, use, alteration, or destruction, including without limitation: encryption of data in transit using industry-standard TLS, encryption of data at rest, access controls and role-based permissions, monitoring and logging, regular patching, and security review of critical vendors. In the event of a confirmed security incident resulting in unauthorized access to Owner Data, Axiom Ops LLC will notify the Owner without undue delay (and within the timelines required by applicable law, if any) and will provide information reasonably available to help the Owner assess and respond to the incident.

12. Intellectual Property

Axiom Ops LLC and its licensors retain all right, title, and interest in and to the Service, including all software, designs, documentation, user interfaces, trademarks, workflows, and know-how, and all intellectual property rights therein. Except for the limited rights expressly granted to the Owner in this Agreement, no license or other rights are granted to the Owner by implication, estoppel, or otherwise.

The Owner retains all right, title, and interest in Owner Data as provided in Section 6. Axiom Ops LLC's rights in aggregated and de-identified data derived from Owner Data are as provided in Section 6.

If the Owner provides feedback, suggestions, or ideas relating to the Service ("Feedback"), the Owner grants Axiom Ops LLC a perpetual, irrevocable, worldwide, royalty-free, sublicensable license to use Feedback for any purpose without attribution or compensation.

No Affiliation with Third-Party Brands. Axiom Ops LLC is an independent software company. Axiom Ops LLC is not affiliated with, sponsored by, endorsed by, certified by, licensed by, authorized by, or otherwise associated with any franchisor, franchise system, restaurant or retail brand, point-of-sale vendor, distributor, supplier, or payroll provider whose name, mark, logo, product, or concept appears anywhere in the Service, and no such party has reviewed, approved, or is responsible for the Service or any of its output. All third-party names, marks, logos, and product names are the property of their respective owners. Where such a name appears in the Service — for example as a brand or concept label on a store, in a catalog or item description, in a report type or integration name, or in a configuration setting — it appears solely for the nominative and descriptive purpose of identifying the Owner's own business, systems, or supplies, and does not indicate origin, sponsorship, endorsement, affiliation, or any agency, franchise, license, or partnership relationship. Nothing in this Agreement grants the Owner or Axiom Ops LLC any right in any third party's marks. The Owner is solely responsible for its own relationship with, and its own obligations to, its franchisor or any other brand owner, including any obligation to obtain that party's approval before adopting a policy, document, or operating practice, and the Owner will not represent to any person that the Service is provided, approved, or endorsed by any such party.

Document Templates and Sample Content. The Service may make available document templates, sample policies, employee handbooks, example employment and contractor agreements, acknowledgement forms, checklists, catalogs, and similar starter content (collectively, "Templates").

Templates are guidance material, not legal documents. Specifically, and without limitation:

1. No attorney authorship or review. Templates are authored or assembled by Axiom Ops LLC as generic, non-jurisdiction-specific reference material. They have not been drafted, reviewed, vetted, or approved by a licensed attorney, and no attorney-client relationship exists between the Owner and Axiom Ops LLC. Axiom Ops LLC is not a law firm and does not provide legal, tax, HR, or accounting advice.
2. Guidance only. A Template is an illustration of how a document of that kind is commonly structured. It is a starting point for the Owner and the Owner's own advisors to work from — it is not a ready-to-use, compliant, or enforceable document, and it should not be issued to personnel or signed in the form supplied.
3. Not complete or current for any jurisdiction. Employment, wage-and-hour, leave, privacy, and workplace-safety requirements vary by federal, state, and local jurisdiction and change over time. Templates are not tailored to the Owner's jurisdiction, industry, headcount, or circumstances, may omit terms that applicable law requires, and may contain terms that applicable law prohibits or that are unenforceable where the Owner operates.
4. Not brand-issued. Templates are not prepared, issued, reviewed, or approved by any franchisor or brand owner, and are not brand-specific or brand-compliant documents even where the Service presents them to a store operating under a particular brand. Brand-scoped presentation of a Template reflects only which of the Owner's stores the Template is offered to; it is a configuration setting, not a statement of the Template's origin or of any brand's endorsement.

Templates are provided "as is" under Section 13. A Template becomes the Owner's own document at the moment the Owner adopts, edits, issues, or executes it, and from that point the Owner is solely responsible for its content, its legality in the applicable jurisdiction, its consistency with the Owner's franchise or supply agreements, and its use. The Owner should have a qualified attorney licensed in the applicable jurisdiction review and adapt any Template before adopting, distributing, or signing it, and the Owner assumes all risk of using a Template without doing so.

13. Warranty Disclaimer; Limitation of Liability

Warranty Disclaimer. The Service is provided "as is" and "as available," with all faults. To the maximum extent permitted by applicable law, Axiom Ops LLC disclaims all warranties, whether express, implied, statutory, or otherwise, including without limitation implied warranties of merchantability, fitness for a particular purpose, title, non-infringement, quiet enjoyment, and any warranties arising from course of dealing, course of performance, or usage of trade. Axiom Ops LLC does not warrant that the Service will be uninterrupted, error-free, secure, free of harmful components, or that it will meet the Owner's requirements or produce any particular result, and does not warrant the accuracy, completeness, or reliability of any AI-generated output.

Limitation of Liability. To the maximum extent permitted by applicable law, in no event will Axiom Ops LLC be liable to the Owner for any indirect, incidental, special, consequential, exemplary, or punitive damages, including without limitation damages for lost profits, lost revenue, lost business opportunities, loss of data, loss of goodwill, or the cost of substitute services, whether arising under contract, tort (including negligence), strict liability, or any other theory, even if advised of the possibility of such damages. In no event will Axiom Ops LLC's aggregate cumulative liability arising out of or relating to this Agreement or the Service exceed the total fees actually paid by the Owner to Axiom Ops LLC under this Agreement during the twelve (12) months immediately preceding the event giving rise to the claim.

Carve-outs. The limitations in this Section 13 do not apply to (a) either party's indemnification obligations under Section 14, (b) either party's breach of Section 11 (Confidentiality and Security), (c) the Owner's breach of Section 9 (Acceptable Use), (d) the Owner's payment obligations, or (e) liability that cannot be limited under applicable law.

Allocation of Risk. The parties acknowledge that the fees charged for the Service reflect the allocation of risk set forth in this Agreement, and that these limitations are an essential element of the parties' bargain. The limitations apply even if a limited remedy fails of its essential purpose.

14. Indemnification

By the Owner. The Owner will defend, indemnify, and hold harmless Axiom Ops LLC and its officers, directors, employees, agents, and affiliates from and against any third-party claim, demand, action, or proceeding, and any resulting loss, liability, damage, cost, or expense (including reasonable attorneys' fees), arising out of or relating to (a) Owner Data, including claims that Owner Data infringes a third-party right or violates applicable law; (b) the Owner's unlawful or improper employment practices, including without limitation wage-and-hour, discrimination, retaliation, harassment, misclassification, and child-labor claims; (c) employment disputes, claims, grievances, or proceedings among the Owner's workforce or between the Owner and any member of its workforce; (d) the Owner's breach of Section 9 (Acceptable Use); or (e) the Owner's breach of its representations and warranties in this Agreement.

By Axiom Ops LLC. Axiom Ops LLC will defend, indemnify, and hold harmless the Owner from and against any third-party claim alleging that the Service, as provided by Axiom Ops LLC and used within the scope of this Agreement, infringes a United States patent, copyright, or trademark or misappropriates a trade secret (an "IP Claim"). Axiom Ops LLC's obligations under this paragraph do not apply to the extent an IP Claim arises from (i) Owner Data, (ii) use of the Service in combination with products or services not provided by Axiom Ops LLC, (iii) modifications of the Service not made by Axiom Ops LLC, or (iv) use of the Service in violation of this Agreement. If the Service becomes, or in Axiom Ops LLC's reasonable opinion is likely to become, the subject of an IP Claim, Axiom Ops LLC may, at its option, (1) procure for the Owner the right to continue using the Service, (2) modify or replace the Service so it is non-infringing while substantially preserving its functionality, or (3) terminate this Agreement and refund any prepaid, unused fees. The rights in this paragraph are the Owner's sole and exclusive remedy for any IP Claim.

Process. The indemnified party will (a) promptly notify the indemnifying party of the claim (delay in notice does not relieve the indemnifying party except to the extent of actual prejudice), (b) give the indemnifying party sole control of the defense and settlement of the claim (provided that no settlement that imposes non-monetary obligations on, or admits fault of, the indemnified party may be entered without the indemnified party's prior written consent, not to be unreasonably withheld), and (c) provide reasonable cooperation at the indemnifying party's expense.

15. Term and Termination

This Agreement starts on the date the Owner first accepts it and continues until terminated as provided here.

Termination for convenience. Either party may terminate this Agreement for any reason by notifying the other in writing at least thirty (30) days before the end of the then-current subscription term. The Owner may cancel auto-renewal as described in Section 5.

Termination for cause. Either party may terminate this Agreement if the other party materially breaches this Agreement and fails to cure the breach within thirty (30) days after receiving written notice describing the breach. Axiom Ops LLC may terminate immediately if the Owner's breach creates a legal, security, or reputational risk to Axiom Ops LLC, its users, or the Service that in Axiom Ops LLC's reasonable judgment cannot wait the cure period.

Effect of termination. On termination or expiration, (a) the Owner's right to access and use the Service ceases, (b) the Owner remains responsible for fees accrued before termination, and (c) for a period of ninety (90) days following termination (the "Data Export Window"), Axiom Ops LLC will make Owner Data available for export through the Service's standard export tools. After the Data Export Window, Axiom Ops LLC may delete Owner Data from active systems, subject to backup and legal-retention practices described in its Privacy Policy.

Survival. Sections 3 (Neutral Service Provider), 6 (Owner Data — as to aggregated/de-identified data), 7 (Controller/Processor — as to obligations surviving termination), 9 (Acceptable Use — as to prior uses), 11 (Confidentiality and Security), 12 (Intellectual Property), 13 (Warranty Disclaimer; Limitation of Liability), 14 (Indemnification), 15 (this Section), 16 (Governing Law and Disputes), 17 (General), and 18 (Definitions) survive termination of this Agreement.

16. Governing Law and Dispute Resolution

Governing Law. This Agreement and any dispute arising out of or relating to this Agreement or the Service are governed by the laws of the State of California, without regard to its conflict-of-laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

Informal Resolution. Before filing an arbitration demand or small-claims action, the parties will attempt in good faith to resolve any dispute informally for at least thirty (30) days after written notice of the dispute (the "Informal Resolution Period"). Written notice must describe the nature and basis of the claim and the relief sought, and must be sent to legal@axiomops.ai (for claims against Axiom Ops LLC) or to the Owner's billing contact of record (for claims against the Owner). The Informal Resolution Period is a condition precedent to any arbitration demand or court filing (other than for injunctive relief in aid of arbitration).

Binding Arbitration. Except as provided below, any dispute, claim, or controversy arising out of or relating to this Agreement or the Service that is not resolved during the Informal Resolution Period will be resolved by final and binding arbitration administered by JAMS under its Streamlined Arbitration Rules and Procedures (for claims under US$250,000) or its Comprehensive Arbitration Rules and Procedures (for larger claims), by a single arbitrator. The arbitration seat will be San Francisco, California, and the proceedings will be conducted in English. Judgment on the award may be entered in any court of competent jurisdiction. The arbitrator has exclusive authority to resolve disputes about the interpretation, applicability, enforceability, or formation of this arbitration agreement, except that a court has exclusive authority to decide whether the class-action waiver below is enforceable.

Class-Action Waiver. The parties agree that any claim will be brought only in an individual capacity and not as a plaintiff or class member in any purported class, collective, or representative action. The arbitrator may not consolidate the claims of more than one party and may not preside over any form of representative proceeding.

Mass-Arbitration Protocol. If twenty-five (25) or more substantially similar arbitration demands are filed against Axiom Ops LLC on behalf of separate claimants represented by the same or coordinated counsel, the parties will cooperate with JAMS to adopt a mass-arbitration protocol that provides for (a) efficient case management, (b) bellwether proceedings, and (c) tolling of applicable limitations periods during the protocol. No claimant may compel payment of per-case filing or arbitrator fees outside the protocol.

Exceptions. Nothing in this Section prevents either party from (i) seeking injunctive or equitable relief in a court of competent jurisdiction to protect its intellectual property or confidential information, or (ii) bringing an individual claim in small-claims court within that court's jurisdictional limits.

Venue. For any proceeding not subject to arbitration, the parties submit to the exclusive jurisdiction and venue of the state and federal courts located in San Francisco County, California, and waive any objection based on inconvenient forum.

17. General

Assignment. Neither party may assign this Agreement, by operation of law or otherwise, without the other party's prior written consent, except that Axiom Ops LLC may assign this Agreement without consent to an affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. Any purported assignment in violation of this Section is void.

Force Majeure. Neither party is liable for any failure or delay in performance (other than payment obligations) caused by an event beyond its reasonable control, including acts of God, war, terrorism, civil unrest, government action, pandemic, network or utility outage, or failure of a third-party service provider.

Notices. Notices to Axiom Ops LLC must be in writing and sent to legal@axiomops.ai (with a copy to privacy@axiomops.ai for privacy-related notices) or to such postal address as Axiom Ops LLC may designate. Notices to the Owner may be sent to the email address on file with the Owner's account and are deemed received upon transmission.

Entire Agreement. This Agreement, together with any order form signed by the parties and the documents referenced herein, constitutes the entire agreement between the parties concerning its subject matter and supersedes all prior or contemporaneous communications.

Order of Precedence. In the event of a conflict between this Agreement and a signed order form, the signed order form controls for that order; in the event of a conflict between this Agreement and the Privacy Policy, this Agreement controls for matters concerning liability, indemnity, and payment, and the Privacy Policy controls for privacy matters.

Changes to Terms. Axiom Ops LLC may update this Agreement from time to time. Material changes will be communicated in advance by email to the Owner's billing contact and/or in-Service notice, and — where required — will be subject to re-acceptance before the Owner may continue using the Service. Non-material changes take effect on posting.

Severability. If any provision of this Agreement is held unenforceable, that provision will be modified to the minimum extent necessary to make it enforceable, and the remaining provisions will continue in full force.

Waiver. No waiver of any provision of this Agreement will be effective unless in writing and signed by the waiving party, and no waiver of any breach will be deemed a waiver of any subsequent breach.

No Third-Party Beneficiaries. This Agreement is for the benefit of the parties only and does not create any third-party-beneficiary rights.

Export and Sanctions. The Owner will comply with all applicable export-control and sanctions laws, and represents that it is not located in, and is not a national or resident of, any country subject to comprehensive US sanctions, and is not on any US government denied-party list.

Electronic Communications. The Owner consents to receive communications from Axiom Ops LLC electronically, including via email and in-Service notifications, and agrees that electronic communications satisfy any legal requirement that such communications be in writing.

18. Definitions

Capitalized terms not otherwise defined in this Agreement have the meanings given below:

• "Authorized User" — an individual authorized by the Owner to use the Service under the Owner's account, including owners, managers, employees, and contractors.
• "Confidential Information" — as defined in Section 11.
• "Employee Personal Data" — as defined in Section 7.
• "Owner Data" — as defined in Section 6.
• "Service" — Axiom Ops LLC's mobile and web applications and related services, as described in Section 2.
• "Subprocessor" — a third party engaged by Axiom Ops LLC to process data in connection with providing the Service, as described in Section 10.