Terms of Service

1. Acceptance of these Terms

These Terms of Service (the “Terms”) are a binding agreement between AXSYS LLC (“AXSYS,” “we,” “us,” or “our”) and the person or entity that accesses the Website, creates an account, purchases or uses a Service, signs or accepts an Order, or commissions work from AXSYS (“you” or “Customer”). By doing any of those things, you agree to these Terms and to the policies incorporated by reference.

If you do not agree, do not access or use the Services. If you use a Service for a company or other organization, you represent that you have authority to bind that organization, and “you” and “Customer” refer to that organization.

2. Scope and definitions

These Terms apply to:

• Website: the corporate website at axsysllc.com and its AXSYS-controlled legal pages;
• Services: active software-as-a-service products, applications, APIs, tools, and related support that are operated by AXSYS and expressly reference or link to these Terms;
• Order: a checkout, subscription selection, order form, invoice, or other accepted ordering document for a Service;
• Subscription: recurring access to a Service for a stated billing period;
• Product Schedule: product-specific terms, specifications, or service commitments that expressly supplement these Terms; and
• SOW: a statement of work, proposal, or similar written agreement accepted by AXSYS and a Customer for consulting or commissioned work.

These Terms do not govern a third-party or historical site merely because it appears in AXSYS’s Selected Work. A Product Schedule, Order, or signed SOW controls only to the extent it expressly conflicts with these Terms. The public 30-day refund benefit in the Refund & Cancellation Policy is a minimum benefit and cannot be reduced by an SOW. A written agreement signed by an authorized AXSYS representative may expressly supersede other provisions.

3. Eligibility and authority

You must be at least 18 years old and legally capable of entering a contract to use a Service unless a Product Schedule establishes a different lawful minimum age and any required parent or guardian consent. You may not use a Service if applicable law prohibits you from receiving it. Business Customers are responsible for their authorized users and for ensuring those users comply with these Terms.

4. Accounts and security

You must provide accurate, current information and keep it updated. You are responsible for credentials issued to you, activity under your account, and reasonable safeguards for devices and connected systems. Do not share credentials beyond authorized users or bypass account limits. Promptly notify AXSYS at support@axsysllc.com if you suspect unauthorized access, credential compromise, or misuse.

AXSYS may require identity, account-ownership, or payment-ownership verification before disclosing account information, changing billing, processing a cancellation through support, or responding to a rights request.

5. Access and use

Subject to timely payment and compliance with these Terms, AXSYS grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable right during the applicable term to access and use the Service for its intended purpose and within the plan, usage, seat, or technical limits shown in the applicable Order or Product Schedule.

You are responsible for your equipment, connectivity, configurations, backups of Customer Content under your control, and obtaining permissions needed for your use. No rights are granted except those expressly stated.

6. Acceptable use

You must not, and must not help another person to:

• use a Service unlawfully, fraudulently, deceptively, or to violate another person’s rights;
• upload malware, destructive code, or content designed to disrupt, damage, or gain unauthorized access to systems or data;
• probe, scan, test, or circumvent security, rate limits, authentication, access controls, or usage restrictions except through an AXSYS-authorized security program;
• interfere with the integrity, availability, performance, or operation of a Service or impose an unreasonable load;
• reverse engineer, decompile, disassemble, copy, frame, mirror, scrape, or create derivative works from a Service except where applicable law expressly permits the activity despite this restriction;
• resell, sublicense, rent, or provide a Service to third parties except as expressly authorized in an Order;
• use a Service to infringe intellectual-property, privacy, publicity, confidentiality, or other rights;
• submit regulated, highly sensitive, or special-category data unless a Product Schedule expressly permits it and the required safeguards are in place; or
• use a Service to build or benchmark a competing product where that restriction is enforceable by law.

AXSYS may investigate suspected violations, preserve relevant evidence, restrict harmful activity, and cooperate with lawful requests. We may remove content or suspend access when reasonably necessary to protect the Services, users, AXSYS, or others.

7. Customer Content and integrations

“Customer Content” means information, files, data, or materials you or your authorized users submit to a Service. As between you and AXSYS, you retain ownership of Customer Content. You grant AXSYS a worldwide, non-exclusive license to host, copy, process, transmit, display, and otherwise use Customer Content only as reasonably necessary to provide, secure, support, and improve the Service; comply with your instructions; enforce these Terms; and comply with law.

You represent that you have all rights and permissions required for Customer Content and its processing. You are responsible for its accuracy, legality, and the notices or consents you must provide to others.

A Service may interoperate with third-party platforms at your direction. Third-party services are governed by their own terms and privacy practices. AXSYS does not control and is not responsible for third-party systems, changes, outages, data handling, or acts. You authorize AXSYS to exchange information with an integration as needed to perform your request.

8. AXSYS ownership and feedback

AXSYS and its licensors own the Services, Website, software, designs, documentation, technology, trademarks, and all related intellectual-property rights, including improvements and derivative works. These Terms do not transfer that ownership.

If you provide ideas, suggestions, or feedback, you grant AXSYS a perpetual, irrevocable, worldwide, royalty-free right to use and incorporate them without restriction or compensation, provided AXSYS does not publicly identify you as the source without permission.

9. Consulting and commissioned work

An SOW will ordinarily describe scope, milestones, Customer responsibilities, timing, fees, acceptance, and delivery. Changes may require a written change order. Estimates are not guarantees unless the SOW expressly says otherwise, and schedules depend on timely Customer decisions, access, materials, and feedback.

Each party must protect the other party’s non-public business, technical, or commercial information using reasonable care and may use it only to perform or receive the engagement. Confidential information does not include information that the receiving party can document was lawfully known without restriction, becomes public without breach, is received lawfully from another source, or is independently developed. A party may disclose information when legally required after giving notice where lawful and practicable.

Unless a signed SOW expressly provides otherwise, AXSYS retains ownership of its pre-existing materials, general know-how, tools, libraries, reusable components, methods, and improvements. Customer rights in commissioned deliverables arise only after AXSYS receives all fees due for those deliverables. If a project payment is refunded, AXSYS will stop the refunded engagement and the Customer’s right to use unpaid drafts, source code, designs, or deliverables ends unless AXSYS agrees otherwise in writing. The Customer must stop use and delete or return those materials on request.

10. Fees, taxes, renewals, cancellation, and refunds

You authorize AXSYS and its payment processor to charge the payment method associated with your Order for stated fees, applicable taxes, and recurring renewal charges. Fees are shown in the currency presented at checkout or on the invoice. You are responsible for taxes other than taxes imposed on AXSYS’s net income and for accurate billing information.

Subscriptions renew automatically for successive periods of the same length unless you cancel before renewal. Each active product provides its own Stripe Customer Portal link for self-service cancellation. Ordinary cancellation stops future renewal and access continues through the already-paid period unless the Order says otherwise or a refund is issued.

The Refund & Cancellation Policy provides a no-questions-asked refund for each payment made directly to AXSYS when requested within 30 calendar days of that charge, subject only to verification and the narrow abuse exception described there. A refund of a Subscription charge cancels renewal and terminates access associated with the refunded paid period. Marketplace purchases follow the marketplace’s rules.

AXSYS may suspend a delinquent account after reasonable notice where practicable. Amounts not timely disputed remain due. Chargebacks do not replace the refund process and may result in suspension while ownership and payment status are investigated.

11. Service operation and changes

AXSYS may maintain, update, modify, replace, or discontinue features to improve a Service, address security or legal concerns, respond to dependencies, or operate the business. We will use commercially reasonable efforts to provide notice of a material reduction or end-of-life decision when practicable. Product-specific availability commitments are governed by the Service Level Agreement only when the applicable paid Service expressly references it.

Support hours, response targets, data export features, and other product-specific commitments appear in the relevant Product Schedule, Order, or documentation.

12. Suspension and termination

You may stop using a Service at any time and may cancel a Subscription as described above. AXSYS may suspend or terminate access if you materially breach these Terms, fail to pay, create legal or security risk, threaten the Services or others, use a Service abusively, or if continued provision becomes unlawful. Where the issue can reasonably be cured, AXSYS will ordinarily provide notice and an opportunity to cure, but may act immediately to prevent harm.

On termination, your license ends and outstanding fees accrued before termination remain due, subject to the Refund & Cancellation Policy. Provisions that by their nature should survive do survive, including ownership, confidentiality, payment obligations, disclaimers, indemnification, limitations of liability, dispute terms, and general provisions.

13. Portfolio entries and external links

Selected Work may include active AXSYS products, historical commissioned products, past agency work, acquisitions, archived products, and third-party work or sites. A listing or link does not represent that an item is currently available, owned, sold, supported, or operated by AXSYS. It also does not imply affiliation, sponsorship, endorsement, or a customer relationship. External sites are controlled by their respective operators, and their content, availability, purchases, and legal terms are outside these Terms unless they expressly incorporate them.

14. Disclaimers

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE WEBSITE, SERVICES, DOCUMENTATION, AND ANY WORK PROVIDED BEFORE FORMAL ACCEPTANCE ARE PROVIDED “AS IS” AND “AS AVAILABLE.” AXSYS AND ITS LICENSORS DISCLAIM ALL EXPRESS, IMPLIED, STATUTORY, AND OTHER WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, QUIET ENJOYMENT, ACCURACY, AND RESULTS.

AXSYS does not warrant that a Service will be uninterrupted, error-free, secure against every threat, compatible with every system, or that Customer Content will never be lost. Any express availability commitment in an applicable SLA is limited to that SLA. Nothing in these Terms excludes a warranty or right that applicable law does not permit the parties to exclude.

15. Indemnification

To the extent permitted by law, you will defend, indemnify, and hold harmless AXSYS, its affiliates, and their owners, personnel, and contractors from third-party claims, damages, judgments, losses, liabilities, costs, and reasonable attorneys’ fees arising from: (a) Customer Content; (b) your or your authorized users’ misuse of a Service; (c) violation of these Terms or applicable law; or (d) infringement or violation of another person’s rights by materials, instructions, systems, or integrations you supply. AXSYS will promptly notify you of a covered claim, allow you to control the defense with counsel reasonably acceptable to AXSYS, and provide reasonable cooperation at your expense. You may not settle a claim in a way that admits fault by or imposes obligations on AXSYS without AXSYS’s written consent.

16. Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, AXSYS AND ITS LICENSORS WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES; LOSS OF PROFITS, REVENUE, BUSINESS, GOODWILL, OR ANTICIPATED SAVINGS; LOSS, CORRUPTION, OR UNAVAILABILITY OF DATA; BUSINESS INTERRUPTION; OR THE COST OF SUBSTITUTE SERVICES, EVEN IF ADVISED THAT SUCH DAMAGES WERE POSSIBLE.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, AXSYS’S AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE SERVICES, AN ORDER, AN SOW, OR THESE TERMS WILL NOT EXCEED THE FEES YOU PAID TO AXSYS DURING THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM. FOR CLAIMS BASED ONLY ON FREE USE OF THE WEBSITE OR A FREE SERVICE, THE CAP IS $100.

These limitations apply regardless of legal theory and allocate risk between the parties. They do not limit liability that cannot lawfully be limited, including liability for fraud or willful misconduct where applicable law so provides. Non-waivable consumer rights remain unaffected.

17. Governing law and courts

These Terms and any dispute arising out of or relating to them, a Service, an Order, or an SOW are governed by the laws of the State of New York, without regard to conflict-of-laws rules. Subject to any non-waivable right to bring a claim elsewhere, the parties consent to the exclusive jurisdiction and venue of the state and federal courts located in New York State. These Terms do not require arbitration. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

18. General terms

Neither party is liable for delay or failure caused by events beyond its reasonable control, including natural disasters, war, terrorism, civil disorder, labor disputes, utility or Internet failures, government action, widespread cyberattack, epidemics, or failures of suppliers not reasonably avoidable by the affected party. Payment obligations for amounts already due are not excused.

You may not assign these Terms without AXSYS’s written consent. AXSYS may assign them in connection with a merger, acquisition, reorganization, sale of assets, or by operation of law. The parties are independent contractors. These Terms do not create employment, agency, partnership, joint venture, fiduciary, franchise, or third-party-beneficiary relationships.

If a provision is unenforceable, it will be modified to the minimum extent necessary and the remainder stays effective. Failure to enforce a provision is not a waiver. Headings are for convenience. “Including” means “including without limitation.” Electronic notices and signatures may be used. These Terms, incorporated policies, and applicable Orders, Product Schedules, and SOWs are the entire agreement concerning their subject matter.

AXSYS may update these Terms. The page will show the last-updated date. If a change materially reduces your rights or increases your obligations, AXSYS will provide reasonable advance notice through the Service, account email, or another appropriate channel when required. Continued use after the effective date constitutes acceptance, except where law requires affirmative consent.

19. Contact and notices

Questions and legal notices may be sent to support@axsysllc.com or by mail to:

This is a mailing and notices address.