These Terms of Service (“Terms”) are an agreement between AXSYS LLC, a New York limited liability company (“AXSYS”), and the person or organization accepting them (“Customer”). They govern access to and use of an AXSYS software product, SaaS application, API, subscription, hosted or customer-specific deployment, commissioned project, or other customer service when these Terms are presented with or incorporated into the applicable purchase, account, or agreement.
1. Scope and acceptance
A “Service” means an AXSYS software product, SaaS application, API, subscription, dashboard, hosted or customer-specific deployment, commissioned project, support offering, or other customer service made available under these Terms. An “Order” means an applicable checkout, subscription confirmation, proposal, order form, statement of work, invoice, or other transaction document for a Service. The “Agreement” consists of these Terms together with the applicable Order, product-specific terms, and any signed customer agreement that governs the Service.
These Terms do not govern ordinary use of the public corporate website, which is governed by the Website Terms of Use, or a product that identifies separate terms.
Customer accepts these Terms by signing or approving an Order, completing a purchase or subscription flow that presents them, or accessing or using a Service after being given notice that these Terms apply. A person acting for an organization represents that the person has authority to bind it. Customer and every authorized user must be at least 18 years old and legally able to enter into the applicable agreement.
2. Service terms and priority
An Order or product-specific term may identify the Service, term, scope, access rights, deployment model, deliverables, fees, billing frequency, usage or API limits, dependencies, support, cancellation terms, acceptance criteria, or other Service-specific conditions.
If documents conflict, the following order controls unless the higher-priority document expressly states otherwise:
- A signed master agreement, Order, or statement of work;
- Product-specific terms presented for or incorporated into the Service; and
- These Terms.
A proposal, estimate, sales conversation, website statement, or informal message does not modify the Agreement unless an authorized representative of each party confirms the change in writing.
4. Services and Customer cooperation
AXSYS will provide the Service substantially as described in the Agreement. Customer will timely provide decisions, access, information, materials, personnel, approvals, and other cooperation reasonably required for the Service.
AXSYS is not responsible for delay, rework, or failure caused by incomplete, inaccurate, or late Customer inputs; Customer-controlled systems; or third-party services outside AXSYS’s reasonable control. Estimates and target dates are not guarantees unless the Agreement expressly states otherwise.
No uptime, response-time, support, recovery, backup, or service-credit commitment applies unless expressly stated in the Agreement.
5. Customer Content and data
“Customer Content” means information, data, files, credentials, instructions, and other material submitted to or made available for a Service by or for Customer. Customer retains its rights in Customer Content and represents that it has all rights, permissions, notices, and consents needed for AXSYS to process it as contemplated by the applicable agreement.
Customer grants AXSYS a non-exclusive, worldwide, royalty-free license during the applicable term to host, copy, transmit, display, modify, and otherwise process Customer Content only as reasonably necessary to provide, maintain, secure, support, and improve the applicable Service; follow Customer’s instructions; enforce the agreement; and comply with law.
AXSYS may create and use aggregated or de-identified information that does not reasonably identify Customer or an individual for security, reliability, service improvement, and lawful business analysis. AXSYS will not attempt to reidentify that information except to test de-identification measures or as permitted by law.
If AXSYS processes personal information on Customer’s behalf and applicable law or the Agreement requires additional data-processing terms, the parties will enter into an appropriate data-processing addendum. Unless the Agreement states otherwise, Customer is responsible for retaining copies of Customer Content it needs to preserve.
6. Third-party services
A Service may depend on or interoperate with third-party software, platforms, accounts, networks, or other services. Third-party services are governed by their providers’ terms and privacy practices. Customer is responsible for accounts, permissions, licenses, and fees it must maintain for a third-party service.
Customer authorizes AXSYS to exchange information with a third-party service when Customer enables, requests, or directs the integration. AXSYS is not responsible for a third-party service or for its modification, suspension, unavailability, data, or acts outside AXSYS’s reasonable control.
7. Ownership and feedback
AXSYS and its licensors retain all rights in and to the Services, software, source code, documentation, designs, systems, integration tools, methods, workflows, templates, libraries, know-how, and other technology or materials not expressly granted to Customer. No implied license is granted.
If Customer voluntarily provides feedback or suggestions, Customer grants AXSYS a perpetual, irrevocable, worldwide, non-exclusive, fully paid, royalty-free right to use them without restriction or compensation. AXSYS will not identify Customer publicly as the source without permission.
No right to use AXSYS’s name, trademarks, logos, branding, or product identity is granted except as reasonably necessary to use the Service.
8. Fees, taxes, and subscriptions
Customer must pay the fees, reimbursable expenses, and applicable taxes stated in the purchase flow, Order, or invoice, without offset or deduction except as required by law. Amounts are due in the currency and on the schedule identified there. Customer is responsible for taxes other than taxes based on AXSYS’s net income.
For a recurring subscription, Customer authorizes AXSYS or its payment processor to charge the approved payment method at the price and billing frequency disclosed before purchase. Unless the Agreement states otherwise, the subscription renews for successive periods equal to the initial subscription period until canceled.
Customer may cancel through the customer portal where cancellation is available or by contacting support@axsysllc.com. Unless the Agreement or applicable law states otherwise, cancellation takes effect at the end of the current paid period and stops future renewals rather than reversing a charge already made.
Refunds and credits are governed by the Refund and Cancellation Policy and any more specific term in the Agreement.
9. Commissioned work
Commissioned development, implementation, integration, consulting, or other project work must be described in a written Order addressing scope, fees, timing, deliverables, dependencies, acceptance, and any ownership terms that differ from this section.
Unless the Order expressly states otherwise:
- Customer retains its rights in materials it supplies;
- AXSYS retains all rights in its pre-existing and independently developed materials, reusable tools, libraries, methods, workflows, architecture, templates, integration tools, generic components, and know-how;
- AXSYS owns drafts, prototypes, source files, source code, internal tools, working materials, and project work product;
- After AXSYS receives full payment, Customer receives a non-exclusive, perpetual, worldwide license to use the final deliverables expressly identified in the Order for the purposes described there;
- Items not identified as final deliverables are not deliverables; and
- No work is “work made for hire,” and no ownership is assigned.
Any source-code delivery, ownership transfer, exclusive right, escrow, publicity right, or license broader than the one above must be expressly stated in a signed Order.
10. Confidentiality
“Confidential Information” means non-public business, technical, financial, security, product, project, or customer information disclosed by one party (“Discloser”) to the other (“Recipient”) that is marked confidential or that a reasonable person would understand to be confidential in context. Customer Content is Customer’s Confidential Information. The Services, non-public documentation, source code, security information, and pricing not made public by AXSYS are AXSYS’s Confidential Information.
Recipient will use Confidential Information only to perform or receive the applicable Service and will protect it with at least reasonable care. Recipient may disclose it only to personnel, contractors, and professional advisers who need to know it and are bound by appropriate confidentiality obligations.
Confidential Information does not include information Recipient can demonstrate was lawfully known without restriction, independently developed without use of the Confidential Information, lawfully received from a third party without a duty of confidentiality, or made public through no breach by Recipient.
Recipient may disclose information when required by law or valid legal process. Where legally permitted, Recipient will give prompt notice and reasonable assistance so Discloser may seek protection. On request or termination, Recipient will return or delete Confidential Information it no longer needs, subject to routine backups, legal retention duties, and continuing rights under the agreement.
11. Changes, suspension, and termination
AXSYS may update or change a Service and may discontinue it subject to the Agreement, including an applicable fixed subscription or service term, and non-waivable law. AXSYS may suspend a Service for overdue amounts after reasonable notice. It may suspend immediately when reasonably necessary to address fraud, abuse, unlawful conduct, a security threat, unauthorized access, or material risk to the Service or another person.
Either party may terminate the affected Agreement for a material breach that remains uncured 30 days after written notice. AXSYS may terminate or suspend immediately if a breach cannot reasonably be cured, continued access presents a security or legal risk, or Customer becomes insolvent or ceases business operations, to the extent permitted by law.
On expiration or termination, Customer’s right to use the affected Service ends. Amounts accrued or committed before termination remain payable, subject to the Agreement and applicable law. Post-termination handling of Customer Content is governed by the Agreement, the Privacy Policy, and law; AXSYS is not required to retain Customer Content indefinitely.
Provisions that by their nature should survive—including payment, ownership, confidentiality, disclaimers, liability limits, indemnity, and general terms—survive.
12. Disclaimers
TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE.” AXSYS DISCLAIMS IMPLIED AND STATUTORY WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.
AXSYS does not warrant that a Service will be uninterrupted, error-free, completely secure, or free of harmful code, or that it will meet requirements not expressly stated in the Agreement. Third-party services and Customer-controlled systems are outside AXSYS’s control.
Nothing in these Terms limits a warranty, remedy, or consumer right that cannot legally be excluded.
13. Limitation of liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY IS LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR FOR LOST PROFITS, REVENUE, BUSINESS OPPORTUNITY, GOODWILL, OR DATA, ARISING FROM OR RELATED TO THE AGREEMENT OR A SERVICE, EVEN IF ADVISED THAT THE DAMAGE IS POSSIBLE.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY’S TOTAL AGGREGATE LIABILITY ARISING FROM OR RELATED TO AN AFFECTED SERVICE OR AGREEMENT WILL NOT EXCEED THE FEES CUSTOMER PAID TO AXSYS FOR THAT SERVICE DURING THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM. FOR A FREE SERVICE, AXSYS’S AGGREGATE LIABILITY WILL NOT EXCEED US $100.
These limits do not apply to liability that cannot legally be limited or excluded. Customer’s payment obligations are not limited by this section. The limitations are an essential basis of the parties’ bargain and apply even if a remedy fails of its essential purpose.
14. Business-customer indemnity
If Customer uses a Service for business purposes, Customer will defend, indemnify, and hold harmless AXSYS and its personnel from a third-party claim arising from Customer Content; Customer’s unlawful or unauthorized use of the Service; Customer’s breach of its representations concerning Customer Content; or Customer’s violation of another person’s rights.
AXSYS will provide reasonable notice and cooperation. Customer may control the defense with counsel reasonably acceptable to AXSYS, but may not settle a claim in a manner that admits fault by, imposes an obligation on, or fails to fully release AXSYS without AXSYS’s written consent. This section does not apply to a consumer to the extent prohibited by law.
15. Governing law and general terms
New York law governs the Agreement without regard to conflict-of-law rules. Subject to non-waivable consumer rights, the state and federal courts located in New York State have exclusive jurisdiction over disputes arising from the Agreement or a Service. Either party may seek injunctive or equitable relief in a court of competent jurisdiction to protect confidential information, security, or intellectual-property rights.
Neither party is responsible for delay or failure caused by an event beyond its reasonable control, except that such an event does not excuse payment for amounts already due. The parties are independent contractors; neither may bind the other.
Customer may not assign the Agreement without AXSYS’s written consent. AXSYS may assign the Agreement to an affiliate or in connection with a merger, reorganization, financing, sale of assets, or transfer of the applicable Service. Any other assignment requires the other party’s consent, not to be unreasonably withheld.
Notices under the Agreement must be in writing. Customer notices to AXSYS may be sent to support@axsysllc.com; AXSYS may send notices to the account, billing, or Order contact. A notice of material breach or termination should identify the affected Service or Order and provide sufficient detail to evaluate it.
If a provision is unenforceable, it will be modified only to the minimum extent necessary and the remaining provisions remain effective. A waiver must be in writing and applies only to the specific instance. Headings are for convenience, and “including” means “including without limitation.”
The applicable signed agreement, Order, incorporated product terms, these Terms, the Privacy Policy, and the Refund and Cancellation Policy form the entire agreement concerning the affected Service and supersede prior discussions about that subject.
16. Changes and contact
AXSYS may update these Terms prospectively. A material change affecting an active paid Service will take effect as stated in the applicable notice, at renewal, or when Customer accepts it, as required by the Agreement and law. The effective date above identifies the current version.
Questions and notices may be sent to support@axsysllc.com. Do not send passwords or complete payment-card information by email.