Terms of Service

1. Agreement to terms

These Terms of Service (the "Terms") are a binding agreement between you ("Customer", "you") and Maxor Global LLC ("Maxor", "we", "us") governing access to and use of the MaxorConnect platform, related APIs, and maxorconnect.com (together, the "Service"). By creating an account, accepting an early-access invitation, executing an order form, or using the Service, you agree to these Terms. If you use the Service for an organization, you represent that you have authority to bind that organization, and "you" includes that organization.

If you have a separately executed master services agreement, order form or early-access agreement with Maxor that conflicts with these Terms, the signed commercial document controls for that conflict. These Terms incorporate the Privacy Policy, Cookie Policy, Acceptable Use Policy, Sub-processors list and DPA (where executed or accepted).

2. Definitions

• "Customer Data" means data, content and materials that you or your users submit to the Service (excluding Maxor IP and Feedback).
• "Documentation" means our user guides, API docs and help materials we make available.
• "Early Access" means pre-GA access granted by invitation, approval or written pilot terms rather than open self-serve general availability.
• "Feedback" means suggestions, ideas or evaluations you provide about the Service.
• "Maxor IP" means the Service, Heisen, engines, software, models we own, Documentation, trademarks and all related IP.
• "Order" means an order form, checkout record, early-access onboarding email or similar commercial confirmation specifying plan, seats, fees and term.
• "Users" means individuals you authorize to use the Service under your account (including AI agents operating under your credentials or API keys).

3. The Service

MaxorConnect is an AI-native ERP and operations platform (the first agentic ERP positioning). Subject to these Terms, we grant you a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Service during the subscription or Early Access term for your internal business purposes, in accordance with the Documentation and your Order.

• Feature evolution. We may add, modify or remove features. Material degradation of core paid functionality will be handled in good faith; Early Access and beta features may change more rapidly.
• No open free trial. Until we announce public self-serve GA, access is primarily via Early Access — not an open marketing-site free trial.
• APIs. If you use our APIs (including keys such as production `mk_live_` style credentials), you must keep keys secret, rotate them if compromised, and respect rate limits and the Acceptable Use Policy.
• Support. Standard support is via the channels we designate (email/in-product). Enhanced SLAs require a written enterprise agreement.

4. Early access & pre-GA

Until public self-serve general availability (GA), MaxorConnect is offered primarily through Early Access:

• Invitation or approval — access is granted after you contact us or we invite you; there is no open self-serve free trial on the marketing site.
• Live product — Early Access customers use the real production Service (not a mock), which may still evolve rapidly.
• Commercial terms — any complimentary period, pilot seats, pricing or custom terms are only those we confirm in writing for your organization (Order).
• Feedback — we may ask for product feedback; you grant us a perpetual, royalty-free, worldwide licence to use Feedback to improve the Service. Feedback is not Customer Data; we do not claim ownership of Customer Data via Feedback.
• Pre-GA / beta features — features marked beta, preview or “design not final” may change or be withdrawn with reasonable notice where practicable, and may be excluded from any uptime commitment.

5. Accounts, eligibility & users

• You must provide accurate registration information and keep it current.
• You must be at least 16 and able to form a binding contract (or act for an organization that can).
• You are responsible for all activity under your accounts, including Users and agents using your API keys.
• Each human seat is for one identified individual unless an Order says otherwise; credential sharing that circumvents seating is prohibited.
• You will promptly revoke access for Users who leave your organization.
• You will maintain appropriate administrative, technical and organizational measures on your side (endpoint security, identity hygiene, least privilege).

6. Subscriptions, fees & taxes

• Fees. Fees are as stated in your Order, checkout, or Pricing page (list prices). Unless stated otherwise, fees are in USD, per seat per month or year, and exclusive of taxes.
• Early Access commercial terms. During Early Access, pricing, included modules and payment timing may be set only in a written Order; that Order controls if it conflicts with public Pricing.
• Billing cycle. Annual plans are typically billed upfront; monthly plans monthly in advance. Payment is due as stated on the invoice or checkout.
• Renewal. Paid subscriptions renew automatically for successive terms of equal length unless either party cancels before the renewal date per product settings or written notice.
• Cancellation. You may cancel anytime; access continues until the end of the then-current paid period. Fees already paid are non-refundable except where required by law or expressly stated in an Order.
• Price changes. We may change list pricing with at least 30 days' notice, effective on your next renewal. Enterprise Orders follow their notice terms.
• Late payment. We may suspend access after reasonable notice if invoices remain unpaid, and charge reasonable recovery costs where permitted.
• Taxes. You are responsible for all applicable taxes, duties and similar governmental charges, excluding taxes based on our net income.
• Payment processor. Card payments are handled by Stripe or another processor; their terms apply to the payment method itself.

7. Customer Data & ownership

You own Customer Data. As between you and Maxor, you retain all rights, title and interest in Customer Data. You grant Maxor a limited, worldwide, non-exclusive licence to host, copy, transmit, display and process Customer Data solely to provide, maintain, secure and support the Service, to prevent or address service, security or technical issues, and as required by law.

Your responsibilities. You represent that you have all rights and consents needed to submit Customer Data and to use the Service with it, and that Customer Data will not violate law or third-party rights. You will not upload regulated data for which the Service is not designed (for example PHI under HIPAA) unless we have executed a separate written agreement covering that use.

Export & deletion. You may export Customer Data through product features while active, and for a reasonable period after termination (typically up to 30 days) if we still hold it, subject to legal holds and §6 unpaid-fee rights where permitted. After the export window we delete or anonymize per the Privacy Policy and DPA.

Processor role. We process Customer Data as your processor/service provider under the Privacy Policy and DPA.

8. Confidentiality

Each party may receive non-public information from the other that is marked confidential or that a reasonable person would understand to be confidential ("Confidential Information"). Customer Data is your Confidential Information. Maxor IP, non-public product roadmaps, security documentation and pricing not on the public site are our Confidential Information.

• The receiving party will use Confidential Information only to perform under these Terms, protect it with at least reasonable care, and not disclose it to third parties except to personnel and contractors under confidentiality obligations who need to know.
• Exceptions: information that is or becomes public through no fault of the receiver; was rightfully known without duty of confidentiality; is independently developed; or is required to be disclosed by law (with prior notice where legally permitted).
• Obligations survive for three (3) years after disclosure (and indefinitely for trade secrets while they remain trade secrets).

9. Intellectual property

Maxor IP. We and our licensors own all right, title and interest in Maxor IP, including the Heisen intelligence engine and deterministic engines, which are proprietary and protected as trade secrets and copyright. No rights are granted except the limited licence in §3. You will not reverse engineer, decompile or create derivative works of the Service except to the limited extent non-waivable law permits.

Your marks. We may use your name and logo to identify you as a customer on our website and materials unless you opt out in writing (enterprise customers may require prior approval).

Feedback. As in §4, we may use Feedback freely without obligation to you.

10. Acceptable use

Your use of the Service must comply with our Acceptable Use Policy (/legal/acceptable-use), which is incorporated into these Terms. You may not misuse the Service, interfere with its integrity or security, resell it except as an authorized partner, or use it to violate the law or third-party rights. You are responsible for Users' and agents' compliance.

11. AI features

The Service includes AI-assisted and agentic features. While MaxorConnect grounds and independence-checks many AI outputs, AI can still be incomplete, incorrect or non-deterministic. AI outputs are recommendations, not professional, legal, tax, accounting or medical advice. You are responsible for reviewing outputs before you rely on them. Automated agents you enable operate only within the access policies and approval tiers you configure; you remain accountable for their actions.

We do not use Customer Data to train third-party foundation models, as further described in the Privacy Policy.

12. Third-party services

The Service may interoperate with third-party products you choose (Microsoft 365, Google Workspace, Apollo, Stripe, Google Ads, LinkedIn and others). Your use of those products is governed solely by your agreements with them. We do not control and are not responsible for third-party services, their availability, or their processing of data once you instruct a transfer. Enabling an integration constitutes instruction to process data with that provider as needed for the integration.

13. Warranties & disclaimers

Each party represents that it has the legal power to enter these Terms. We warrant that we will provide the Service in a professional manner substantially in accordance with the Documentation. Your exclusive remedy for breach of this warranty is re-performance or, if we cannot cure within a reasonable time, termination of the affected subscription for a pro-rata refund of prepaid unused fees.

EXCEPT AS EXPRESSLY STATED, THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE". WE DISCLAIM ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR THAT OUTPUTS (INCLUDING AI OUTPUTS) WILL BE ACCURATE OR COMPLETE. EARLY ACCESS AND BETA FEATURES ARE PROVIDED WITHOUT SLA UNLESS A SEPARATE WRITTEN AGREEMENT SAYS OTHERWISE. Some jurisdictions do not allow certain disclaimers; some of the above may not apply to you.

14. Indemnification

By Customer

You will defend and indemnify Maxor and its officers, directors and employees against third-party claims, damages, losses and reasonable expenses (including reasonable attorneys' fees) arising from: (a) Customer Data; (b) your use of the Service in breach of these Terms or the AUP; or (c) your violation of law or third-party rights.

By Maxor (IP)

We will defend and indemnify you against third-party claims that the Service, as provided by us and used in accordance with these Terms, directly infringes a patent, copyright or trademark, or misappropriates a trade secret, of that third party. We may, at our option: (i) procure the right for you to continue using the Service; (ii) replace or modify the Service to be non-infringing; or (iii) terminate the affected Service and refund prepaid unused fees for the terminated portion. We have no obligation for claims arising from Customer Data, combinations with items not provided by us, modifications we did not authorize, or use after we notify you to stop due to a claim.

Procedure

The indemnified party must give prompt written notice, reasonable cooperation, and sole control of the defence and settlement to the indemnifying party (settlements that impose non-monetary obligations on the indemnified party require consent, not unreasonably withheld). These indemnities are the parties' exclusive monetary remedies for the claims they cover (without limiting injunctions or termination rights).

15. Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, COVER OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, DATA, GOODWILL OR BUSINESS INTERRUPTION, WHETHER IN CONTRACT, TORT OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY.

EXCEPT FOR (A) A PARTY'S INDEMNIFICATION OBLIGATIONS FOR THIRD-PARTY IP OR CUSTOMER-DATA CLAIMS UNDER §14, (B) YOUR PAYMENT OBLIGATIONS, (C) MISAPPROPRIATION OF MAXOR IP, OR (D) FRAUD OR WILFUL MISCONDUCT, EACH PARTY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THE SERVICE OR THESE TERMS WILL NOT EXCEED THE AMOUNTS PAID OR PAYABLE BY YOU TO MAXOR FOR THE SERVICE IN THE TWELVE (12) MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM (OR, IF YOU HAVE PAID NOTHING, ONE HUNDRED US DOLLARS (USD $100)).

The limitations in this §15 allocate risk between the parties and are a fundamental basis of the bargain. Some jurisdictions do not allow certain limitations; in those cases liability is limited to the maximum extent permitted.

16. Term, suspension & termination

• Term. These Terms apply from first acceptance or use until all subscriptions and Early Access rights end.
• Termination for convenience. You may stop using the Service and cancel per §6. We may stop offering Early Access or a free component with reasonable notice.
• Termination for cause. Either party may terminate if the other materially breaches and fails to cure within 30 days after written notice (or immediately for non-payment after the notice period in §6, or for AUP violations creating risk).
• Suspension. We may suspend access immediately if needed to address security risk, legal exposure, AUP abuse, or non-payment after notice.
• Effect. On termination, your right to use the Service ends. Sections that by nature should survive (including §§7–9, 13–15, 17–18) survive. Customer Data handling follows §7 and the Privacy Policy/DPA.

17. Governing law & disputes

These Terms are governed by the laws of the State of Delaware, USA, without regard to conflict-of-laws rules. The state and federal courts located in Delaware will have exclusive jurisdiction, and you consent to personal jurisdiction and venue there, except where mandatory local law provides otherwise (including for consumers where applicable). Either party may seek injunctive relief in any court of competent jurisdiction for IP or confidentiality breaches.

Before filing a formal claim (except for IP, confidentiality or non-payment), the parties will attempt good-faith resolution for 15 days after written notice of the dispute.

18. General

• Entire agreement. These Terms, the policies incorporated by reference, the DPA (if any), and your Order are the entire agreement and supersede prior proposals on the same subject.
• Order of precedence. Order (commercial terms) → signed DPA/MSA → these Terms → online policies, unless the Order expressly states otherwise.
• Severability. If a provision is unenforceable, the rest remains in effect; the unenforceable provision is modified to the minimum extent necessary.
• Assignment. You may not assign these Terms without our prior written consent (not unreasonably withheld for affiliates). We may assign them in connection with a merger, acquisition, corporate reorganization or sale of assets. Any non-permitted assignment is void.
• Force majeure. Neither party is liable for delays caused by events beyond reasonable control (including outages of major cloud providers, war, epidemic, or government action), provided it uses reasonable efforts to mitigate.
• Notices. We may give notice via the Service, your admin email, or [email protected]. Legal notices to us go to that email and 2915 Ogletown Road #5188, Newark, Delaware 19713, USA.
• No waiver. Failure to enforce a provision is not a waiver. Waivers must be in writing.
• Relationship. The parties are independent contractors. These Terms do not create a partnership, joint venture or employment relationship. ${RESELLER} may act as a reseller; it is not a party that assumes Maxor's processor obligations unless a separate written agreement says so.
• Export. You will comply with applicable export control and sanctions laws; you will not use the Service in embargoed jurisdictions or for prohibited end uses.
• Government. If you are a US government end user, the Service is "commercial computer software" under applicable FAR/DFARS clauses, provided with only those rights customarily provided to the public.
• Language. These Terms may be translated; the English version controls in case of conflict, except where local law requires otherwise.

19. Changes to these Terms

We may update these Terms as the Service changes. We will post the updated version with a new effective date and, for material changes adverse to you, provide reasonable notice (email or in-product). If you do not agree, you must stop using the Service and cancel before the changes take effect; continued use after the effective date constitutes acceptance. Changes do not retroactively alter fees already paid for a fixed term without your agreement, except as required by law.

20. Contact

Questions about these Terms? Email [email protected] or write to Maxor Global LLC, 2915 Ogletown Road #5188, Newark, Delaware 19713, USA.