Terms of Service

These Terms of Service ("Terms") form a binding agreement between you ("Customer") and EV Express Network LLC, an Oklahoma limited liability company ("EVEN"). Axion Knowledge Core is a B2B SaaS platform owned and operated by EVEN. These Terms govern your access to and use of the Axion Knowledge Core platform at axnx.io and any related services (collectively, the "Service"). Marketing and informational content is also available at axnx.ai. Both domains are operated by EV Express Network LLC.

By creating an account, signing an Order Form, accessing, or using the Service, you accept these Terms. If you accept these Terms on behalf of an organization, you represent that you have authority to bind that organization, and "Customer" refers to that organization. If you do not agree to these Terms, do not use the Service.

01The Service

Axion Knowledge Core is a B2B SaaS platform that ingests company documents (including project-specific documents such as contracts, RFPs, bid documents, specifications, and related records) into a knowledge graph and provides AI-powered document intelligence, including chat-based question-and-answer ("Explore") and structured analytical reports ("Agent Reports"). The Service is intended for use by professional users acting in a business capacity across knowledge-intensive industries, including but not limited to engineering, procurement, and construction; project development; civil, mechanical, and electrical contracting; manufacturing; life sciences; and professional services.

02Eligibility and Accounts

2.1 Eligibility

Authorized Users must be at least 18 years old. The Customer accepting these Terms must have legal authority to bind the organization to this agreement. Authorized Users must not be located in, ordinarily a resident of, or a national of any country subject to comprehensive US sanctions, and must not be on any US government denied-party list.

2.2 Account Creation

Customers agree to provide accurate, current, and complete information when registering and to keep that information current. Customers are responsible for safeguarding authentication credentials and for all activity that occurs under their account.

2.3 Team Accounts and Authorized Users

An "Authorized User" means an individual whom the Customer permits to access the Service under the Customer's account.

Unlimited Authorized Users. There is no limit on the number of Authorized Users the Customer may add to its account, and no per-user, per-seat, or per-login fee applies on any subscription tier. Fees are based on the subscription tier you select and on your usage of the Service, measured in Ingest Pages, Insight Credits, and Document Storage as described in Section 3. Seats are unlimited and usage is metered. The number of Authorized Users is not an input to your fee.

Who may be an Authorized User. An Authorized User must be an employee, officer, or individual contractor of the Customer, acting for the Customer's own internal business purposes. Credentials are personal to the individual and are not transferable or shareable. Each Authorized User must have a distinct credential, and credential sharing between individuals is a breach of these Terms. Providing account access to a separate legal entity, an affiliate that is not covered by the Customer's subscription, or any third party is governed by the resale and sublicensing restriction in Section 4.

Customers are responsible for their Authorized Users' compliance with these Terms and for all activity under their account. Customers agree to notify EVEN promptly of any unauthorized access to or use of their account.

03Subscriptions, Billing, and Usage

3.1 Subscription Tiers

The Service is offered through subscription tiers, currently Project, Program, Portfolio, and Enterprise. Each of the Project, Program, and Portfolio tiers includes a flat monthly platform fee, monthly included allocations of Ingest Pages and Insight Credits, and an included Document Storage allocation. All tiers include unlimited Authorized Users as described in Section 2.3. No implementation, onboarding, or professional services fee applies to the Project, Program, and Portfolio tiers described in this Section 3.1.

Enterprise subscriptions are structured as a committed drawdown against agreed volumes and are governed by an executed Order Form or master agreement. Where that Order Form or master agreement conflicts with this Section 3, it controls as to the commercial terms it expressly states, as set out in Section 3.14.

Current tier details and pricing are presented at the point of purchase, on the Order Form, and on the pricing page. Where those sources differ, the following order of precedence applies: first, a signed Order Form; second, the checkout or point-of-purchase screen shown to you when you subscribed; third, the pricing page. Specific prices are not set forth in these Terms and may be updated as described in Section 3.9.

EVEN may add, rename, or retire subscription tiers. A change to the tier lineup does not affect a Customer's then-active subscription until its next renewal, and EVEN will give at least thirty (30) days' written notice before such a change takes effect for an existing Customer.

3.2 Insight Credits

Insight Credits are the shared usage currency for all AI-powered features of the Service. Each AI-powered activity consumes a defined number of Insight Credits. Current consumption rates are published within the Service dashboard. Included Insight Credits reset at the start of each billing cycle and do not roll over. Unused monthly Insight Credits are forfeited at the end of each billing cycle.

3.3 Ingest Pages

Ingest Pages measure document ingestion. One Ingest Page is one side of one sheet of a document as that document was issued, with no multiplier for file size, drawing scale, or scan quality. When you upload a document, each page is parsed, classified, embedded, and written to your knowledge graph. Included Ingest Pages reset at the start of each billing cycle and do not roll over, except where a specific tier includes a stated page rollover allowance, in which case that allowance is described at the point of purchase and on the Order Form.

3.4 Document Storage

Every page ingested is retained in the knowledge graph, vector store, and data layer for as long as your account is active. Storage is cumulative and does not reset. Each tier includes a storage allocation. Passing that allocation does not cut off your access and does not delete anything. Pages stored above the included allocation are billed at the published monthly retention fee. You may delete stored pages from your knowledge graph at any time to reduce the number of pages billed, and no retention fee is charged for a page deleted before the start of a billing cycle. Pages ingested using a Pack, a Foundation Block, or a Welcome Bonus count toward cumulative stored pages on the same basis as pages ingested from the monthly allocation.

3.5 Packs and Foundation Blocks

When you exceed your monthly included allocations, or when you need to load historical or archived project records outside your monthly allocation, you may purchase additional usage in fixed units:

What a Foundation Block is and is not. A Foundation Block is a prepaid quantity of Ingest Pages and nothing else. It does not include Insight Credits, does not increase your included Document Storage allocation, does not change your subscription tier, and does not extend, shorten, or satisfy any subscription term. Pages ingested against a Foundation Block are subject to the storage retention fee in Section 3.4 once your included storage allocation is exceeded. The page quantity and price of a Foundation Block are those published at the point of purchase or stated on the Order Form.

What "Pack" means. "Pack" means a Page Pack or an Insight Pack. Page Packs and Foundation Blocks hold Ingest Pages and are drawn only by ingestion. Insight Packs hold Insight Credits and are drawn only by AI-powered activity. The two are separate balances. They are never converted into one another, and running out of one does not draw down the other.

Order of consumption for Insight Credits. Credits are drawn in this order: first, any Welcome Bonus credits granted under Section 3.13; second, your monthly included credit allocation; third, any Insight Pack balance.

Order of consumption for Ingest Pages. Pages are drawn in this order: first, any Welcome Bonus pages granted under Section 3.13; second, your monthly included page allocation; third, any Page Pack balance; fourth, any Foundation Block balance.

Archive Loads draw from Foundation Blocks first. A Foundation Block is sold for loading a historical or closed-out project record, so the Customer may designate an upload as an "Archive Load" at the time of upload. An Archive Load is drawn first against any Foundation Block balance, and reaches the monthly included allocation or a Page Pack only after every Foundation Block balance is exhausted. This reverses the order above, and it exists so that loading history does not consume the allocation you are relying on for live work. An upload that is not designated as an Archive Load is drawn in the standard order.

Pricing of Packs, Foundation Blocks, and storage. These rates are variable, are not locked by any committed subscription term or Partner Program rate lock, and are governed by Section 3.9. Current prices are displayed at the point of purchase.

3.6 Auto-Refill

You may enable Auto-Refill for Insight Credits and Ingest Pages through your account settings. When enabled, the Service will automatically purchase a pack when your available balance falls below a threshold you configure. Auto-Refill purchases are charged to your payment method on file at the then-current pack price. You may disable Auto-Refill at any time. Disabling Auto-Refill takes effect immediately; any pack already purchased is non-refundable and is subject to Section 3.5.

3.7 Upgrades and Downgrades

Upgrades. You may upgrade your subscription tier at any time, including during the initial term. Upgrades take effect immediately. You will be charged the prorated difference for the remainder of the current billing cycle, and the new tier's full fee from the next billing cycle onward. An upgrade does not restart or extend the initial term under Section 3.8 unless the Order Form for the upgrade expressly says so.

Downgrades. You may request a downgrade at any time. A downgrade takes effect at the end of the current billing cycle, or at the end of the initial term under Section 3.8 if that date is later. Because every tier includes unlimited Authorized Users, a downgrade is never conditioned on, or blocked by, the number of Authorized Users on your account. From the effective date of the downgrade, your monthly included allocations are reduced to the lower tier's allocations. A downgrade does not refund or credit any portion of a fee already paid.

Effect of a downgrade on a Welcome Bonus. If you accepted a Welcome Bonus, any unconsumed Welcome Bonus units are void on the date the downgrade takes effect, as described in Section 3.13.

Storage on downgrade. If your cumulative stored pages exceed the lower tier's included storage allocation, the excess pages will be subject to the monthly storage retention fee described in Section 3.4. No data is deleted automatically as a result of a downgrade.

3.8 Initial Term, Renewal, and Cancellation

Initial term. Each subscription carries an initial term of ninety (90) days beginning on the activation date. The activation date is the date the Customer's account is first provisioned for paid use of the Service. Fees for the initial term are payable in full whether or not the Service is used, and you may not cancel a subscription with effect before the end of the initial term. The initial term is a condition of the published subscription pricing and of any Welcome Bonus granted under Section 3.13.

Billing cycle. A "billing cycle" is the monthly period beginning on the activation date and running to the same day of the following month. The initial term ends at the close of the third billing cycle.

Renewal. After the initial term, the subscription continues month to month and renews automatically at the end of each billing cycle at the then-current price unless cancelled before the renewal date.

Cancellation. You may cancel future renewals at any time through your account or by written notice to info@axnx.io. Cancelling through the account cancellation function is effective on its own and requires no further step. A cancellation submitted during the initial term takes effect at the end of the initial term. A cancellation submitted after the initial term takes effect at the end of the then-current billing cycle. You retain access to the Service until the effective date of cancellation. Cancellation does not entitle you to a refund of fees already paid, and does not entitle you to a refund or credit for any unused monthly allocation, Welcome Bonus units, Pack balance, or Foundation Block balance, all of which are forfeited under Sections 3.5, 3.13, and 15.4.

Enterprise and other committed terms. A subscription purchased under an Enterprise agreement, a Partner Program agreement, or any other committed term stated on an Order Form runs for the term stated in that agreement or Order Form, which controls over the ninety (90) day initial term in this Section.

3.9 Pricing Changes

Prices for new subscriptions may change at any time. Except as provided under Committed term pricing below, a pricing change for an existing customer takes effect only after a minimum thirty (30) days' written notice of the increase or change. Pricing changes do not apply retroactively to fees already paid.

Committed term pricing. Fees for a committed subscription term (including the ninety (90) day initial term under Section 3.8 and any Partner Program term) are fixed at the agreed platform fee rate for the duration of that term. Price changes to the platform fee apply at the first renewal following the end of the committed term, with at least thirty (30) days' written notice. The "Partner Program" is an invitation-only arrangement under which a Customer subscribes to a standard tier at a negotiated platform fee in exchange for product feedback and reference rights, on terms set out in a separate written Partner Program agreement. A Partner Program rate lock applies only to the platform fee. The rate lock itself shall not exceed twelve (12) months from the commitment start date. That twelve (12) month limit applies to the rate lock only and does not limit the length of any subscription term.

Pack and storage pricing. Pack prices, Foundation Block prices, and storage retention fees are not subject to any committed term rate lock. These rates may be updated with at least thirty (30) days' written notice to active customers regardless of whether you are within a committed subscription term.

3.10 Taxes

Prices do not include taxes. Customers are responsible for any applicable local, state, or federal taxes, including but not limited to sales, use, value-added, or similar taxes, excluding those taxes based on EVEN's net income.

3.11 Billing Failures

If a charge is declined, EVEN may retry the charge and may suspend access to the Service until payment is current. Suspension for non-payment does not relieve the Customer of the obligation to pay fees for the balance of the initial term or any other committed term. EVEN reserves the right to recover any bank fees, processor fees, or collection costs incurred as a result of a failed or returned payment, and such amounts may be added to the outstanding balance owed by the Customer.

3.12 Refunds

Except as provided in Section 15.3(e), subscription fees are non-refundable, including the unused portion of any cancelled subscription and any fee paid for the initial term. Packs and Foundation Blocks, once purchased, are non-refundable except as provided in Section 3.5 and Section 15.3(e). Outside those exceptions, refunds are discretionary and are limited to billing errors and accidental duplicate charges.

3.13 Welcome Bonus

EVEN may offer a Welcome Bonus to new Customers from time to time. Where a Welcome Bonus is granted, it is identified on the Order Form and is subject to the terms in this Section 3.13, which control over any summary or description of the offer appearing in marketing materials, on any EVEN website, or in any sales communication.

What is granted. The Welcome Bonus is a one-time grant of Ingest Pages and Insight Credits in an amount equal to one month of the included allocation of the Customer's subscription tier as of the activation date, or such other amount as is expressly stated on the Order Form. The grant is made at activation and is in addition to, and separate from, that month's included allocation.

What is not granted. The Welcome Bonus consists of Ingest Pages and Insight Credits only. It does not increase the included Document Storage allocation, does not reduce the monthly platform fee, and has no application to Pack prices, Foundation Block prices, or storage retention fees. Pages ingested using Welcome Bonus units count toward cumulative stored pages under Section 3.4.

Condition: a ninety (90) day commitment. The Welcome Bonus is available only to a Customer that has accepted an initial term of at least ninety (90) days under Section 3.8. That commitment is the consideration for the Welcome Bonus.

Clawback if the commitment is not kept. If the subscription terminates before the end of the initial term for any reason other than EVEN ceasing to operate the Service under Section 15.3(e), EVEN may invoice the Customer for the Welcome Bonus units the Customer actually consumed, priced at the published Pack rates in effect on the activation date. That invoice is due on the same terms as any other fee under these Terms and is in addition to the fees owed for the balance of the initial term. Unconsumed units are void and are not invoiced.

Consumption order. Welcome Bonus units are consumed first, before the monthly included allocation and before any Pack or Foundation Block balance, as set out in Section 3.5.

Expiration. Welcome Bonus units expire ninety (90) days after the activation date. Any units not consumed by that date are forfeited and do not roll over into any subsequent billing cycle.

No cash value. Welcome Bonus units are not currency. They carry no cash value, are not redeemable for cash or credit, are not transferable or assignable, and are not refundable in whole or in part. Where a monetary value is stated for a Welcome Bonus, that figure is calculated at the published Pack rates in effect on the date the figure is given. It describes what the same number of units would cost to buy. It is not a discount against any price the Customer would otherwise pay, and it is not a sum EVEN owes, will credit, or will refund in any circumstance. What is granted is the units, not the stated value.

Forfeiture. Any unconsumed Welcome Bonus units are void on the earliest of: (a) the date a downgrade of the subscription tier takes effect; (b) the effective date of a cancellation by the Customer or of a termination by EVEN under Section 15.3; and (c) the eleventh day after notice of a suspension for non-payment under Section 3.11 that has not been cured. Forfeiture under this paragraph is in addition to, and does not limit, EVEN's other remedies, including the clawback described above.

Upgrades during the initial term. The Customer may upgrade its subscription tier during the initial term. The Welcome Bonus remains fixed at the amount granted at the original tier and is neither increased nor re-granted on upgrade.

One per Customer. The Welcome Bonus is limited to one per Customer. For this purpose, a Customer includes its parent, its subsidiaries, and any affiliate under common control, and includes any account opened under a different name, email address, domain, or legal entity by or for the same organization. EVEN may decline to grant, or may revoke, a Welcome Bonus where it reasonably determines that this limit has been or is being circumvented.

An incentive, not a purchased entitlement. The Welcome Bonus is a promotional incentive. EVEN may modify or withdraw the offer for prospective Customers at any time and without notice. A modification or withdrawal does not affect a Welcome Bonus already granted to an existing Customer under an executed Order Form.

3.14 Order Forms

Some subscriptions, and all Enterprise subscriptions, are documented on a written order form, quotation, or purchase agreement signed by both parties (an "Order Form"). An Order Form states the subscription tier, the fees, the initial term, any Welcome Bonus granted, any Foundation Blocks or Packs purchased at signing, and any negotiated terms including Partner Program rates.

Incorporation. Each Order Form incorporates these Terms by reference and, together with these Terms, forms the agreement between the parties for the subscription it describes.

Order of precedence. If a signed Order Form says something different from these Terms about the fees, the included allocations, the length of the term, the units purchased, or a stated incentive, the Order Form wins. On every other matter these Terms win. An Order Form changes any other provision of these Terms only where it names the section by number and states the change expressly. A monetary value printed beside an incentive on an Order Form is a description governed by Section 3.13. It is not a fee, a credit, or a debt.

Customer procurement documents. A purchase order, vendor registration form, supplier portal submission, invoice portal acceptance, or similar Customer procurement document is issued for the Customer's internal administrative convenience only. Any additional, different, or conflicting terms contained in or referenced by such a document are rejected and are not binding on EVEN, whether or not EVEN acknowledges the document, references its number on an invoice, or performs after receiving it.

04Acceptable Use

You agree not to:

• Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, models, ontology, knowledge graph structure, algorithms, or methodologies of the Service, except as expressly permitted by applicable law.
• Use the Service, outputs, or any data from the Service to develop, train, fine-tune, or improve any product or service that competes with, or is similar to, the Service, including any machine learning model, large language model, or other artificial intelligence system intended to provide similar analytical capability.
• Scrape, crawl, or systematically extract data from the Service, or use bots or automated means to access the Service beyond the features provided within the platform.
• Resell, sublicense, lease, share, or otherwise transfer access to the Service to any third party, including any separate legal entity, joint venture, or affiliate that is not covered by your subscription. The absence of a seat limit under Section 2.3 is not permission to extend access outside your organization. This restriction does not prevent you from delivering outputs you generate to your own clients in the ordinary course of your business as permitted under Section 5.
• Circumvent any usage limits, credit consumption rules, allocation draw order, incentive eligibility conditions, authentication mechanisms, or other technical or contractual restrictions of the Service, including by opening multiple accounts to obtain more than one Welcome Bonus.
• Submit data that is unlawful, infringing, malicious, or that you do not have the right to submit.
• Attempt to gain unauthorized access to the Service, other customers' accounts or environments, or any underlying systems or networks.
• Use the Service in violation of applicable export, sanctions, or anti-corruption laws.

EVEN may suspend access without refund or credit for a material breach of this Section after reasonable notice where practicable.

05Intellectual Property and Data Rights

5.1 Our Intellectual Property

We retain all right, title, and interest in and to the Service, including its software, knowledge graph ontology, personas, user interface, methodologies, heuristics, optimization models, algorithms, documentation, and trademarks, and any improvements to or derivative works of the foregoing.

5.2 Customer Data

As between the Customer and EVEN, the Customer retains all right, title, and interest in the documents, drawings, specifications, queries, and other materials submitted to the Service ("Customer Data"). The Customer represents and warrants that it owns or holds valid licenses for all Customer Data submitted, including any third-party documents, licensed codes, standards, or specifications ingested into the Service, and that such submission does not infringe the intellectual property rights of any third party. EVEN is not responsible for, and the Customer agrees to indemnify EVEN against, any claim arising from Customer Data that was submitted without adequate rights or authorization.

5.3 Outputs

You retain ownership of the analytical outputs generated for your account based on your Customer Data ("Outputs"), including Explore responses and Agent Reports. Subject to these Terms, you may use Outputs in your own work, including in deliverables to your clients.

5.4 License to Us

You grant us a limited, non-exclusive license to host, process, reproduce, modify, and use Customer Data solely to provide, operate, maintain, secure, and support the Service and generate your Outputs during the term of your subscription, and for no other purpose.

5.5 No Model Training

We will not use Customer Data to train, fine-tune, or improve any machine learning model, large language model, or other artificial intelligence system, and we will not permit third-party AI providers to do so with identifiable Customer Data. We will not use Customer Data for marketing, benchmarking, or any purpose outside delivering the Service, without your prior written consent.

5.6 Anonymized Telemetry

"Anonymized Telemetry" means de-identified technical metadata, stripped of Customer Data, that cannot reasonably be linked back to you, your account, your clients, or your specific projects. We may collect and use Anonymized Telemetry to operate, improve, and develop the Service. This right does not extend to Customer Data.

5.7 Feedback

If you provide us with suggestions, ideas, feature requests, bug reports, or other feedback regarding the Service, you grant us an unrestricted, perpetual, irrevocable, royalty-free license to use that feedback for any purpose without obligation to you.

5.8 Logo and Brand Usage

By accepting these Terms or entering into a Partner Program agreement, the Customer grants EVEN a limited, non-exclusive, royalty-free license to display the Customer's name and logo in EVEN's marketing materials, website, case studies, and investor presentations solely for the purpose of identifying the Customer as a user of the Service. EVEN will not use the Customer's logo in a manner that implies endorsement without the Customer's prior written approval. The Customer may revoke this license at any time by written notice to info@axnx.io, and EVEN will remove the Customer's logo from new materials within thirty (30) days of receipt of such notice.

06Data Handling, Isolation, and Security

6.1 Isolation of Customer Data

Each Customer's Customer Data is stored and queried within an environment scoped to that Customer alone. EVEN commits that:

• Customer Data is not commingled with any other customer's data in storage, in retrieval, or in any Output.
• Every query, retrieval, and Agent Report runs against the requesting Customer's own data only. That scope is enforced at the point of retrieval, not by filtering results after the fact.
• No Authorized User of one customer can reach, search, or receive another customer's Customer Data or Outputs through the Service.
• Customer Data is encrypted in transit and at rest.

EVEN may change the infrastructure that delivers this isolation, provided the commitments in this Section 6.1 continue to be met in full. A description of the current architecture, including the storage and retrieval components and how scoping is enforced, is available to the Customer on request at info@axnx.io under a mutual non-disclosure agreement.

6.2 Safeguards

We will maintain commercially reasonable administrative, technical, and physical safeguards appropriate to the sensitivity of Customer Data.

6.3 Personal Information Filtering

We apply automated filtering designed to remove personal identifiers, such as email addresses and phone numbers, from session logs retained beyond the active session.

6.4 Breach Notification

We will notify you without undue delay, and as required by law, of any confirmed breach of security affecting Customer Data.

6.5 Subprocessors

We use third-party infrastructure and AI model providers to deliver the Service. Current key subprocessors include:

We remain responsible for our subprocessors' handling of Customer Data under these Terms. A complete and current subprocessor list is available at axnx.io/subprocessors or on request at info@axnx.io. EVEN reserves the right to update, change, or replace back-end infrastructure subprocessors in the ordinary course of operating the Service without advance notice, provided such changes do not materially alter the privacy protections or data handling commitments set forth in these Terms. Where a subprocessor change would materially affect the privacy or security of Customer Data, EVEN will provide at least thirty (30) days' written notice, and Customers may raise reasonable data-protection objections within that notice period.

07Customer Responsibilities; Outputs Are Analytical Tools

7.1 Accuracy of Inputs

Outputs are produced based on the Customer Data you submit. The accuracy, completeness, and reliability of Outputs depend on the accuracy of those inputs. You are responsible for the inputs you provide.

7.2 Outputs Are Not Professional Services

The Service is a reasoning and discovery tool, not a licensed professional engineering, legal, or advisory service. Outputs are informational, generated from Customer Data, and may contain errors or omissions. Outputs are intended to support, not replace, the professional judgment of your licensed personnel. You are solely responsible for independently verifying any Output before relying on it for engineering, bidding, safety, regulatory, or contractual decisions, and for obtaining any additional professional advice or licensed review required for those decisions.

7.3 Professional Due Diligence

Outputs do not replace the professional judgment, site-specific review, licensed engineering, legal analysis, regulatory compliance review, or other specialized due diligence required for any real-world decision in your field. You remain solely responsible for obtaining all professional advice, licensed reviews, and regulatory approvals required by your industry and applicable law before acting on any Output.

08Privacy

Our handling of personal data is described in our Privacy Policy, available at axnx.io/privacy. By using the Service, Customers acknowledge and understand the practices described in the Privacy Policy. A Data Processing Addendum is available for customers who require one; contact info@axnx.io to request a DPA. The Service functions primarily as an analytical and inference tool. EVEN processes Customer Data only to the extent necessary to generate Outputs and operate the Service, and not as a data storage or processing service in the regulatory sense.

09Confidentiality

Each party may disclose to the other non-public business, technical, or financial information that the disclosing party identifies as confidential or that a reasonable person would understand to be confidential under the circumstances ("Confidential Information"). Customer Data is your Confidential Information; the Service and its underlying technology are our Confidential Information. The pricing, discounts, and incentive terms stated on an Order Form are the Confidential Information of both parties.

The receiving party will: (a) protect Confidential Information using at least the same degree of care it uses to protect its own confidential information of similar sensitivity, and not less than reasonable care; (b) use Confidential Information only to perform under these Terms; and (c) not disclose Confidential Information to third parties except to its employees, contractors, or advisors who have a need to know and who are bound by confidentiality obligations no less protective than these.

Confidential Information does not include information that is or becomes publicly available through no fault of the receiving party, was rightfully known without restriction before disclosure, is rightfully obtained from a third party without restriction, or is independently developed without use of the disclosing party's Confidential Information. The receiving party may disclose Confidential Information to the extent required by law, provided it gives the disclosing party reasonable advance notice where permitted.

Confidentiality obligations survive termination for five (5) years, and indefinitely for trade secrets.

10Beta Features

We may designate any feature, module, or service as a "Beta Feature" within the Service or in writing. Beta Features are provided for evaluation and are not production-ready. Beta Features are provided "AS IS" with no warranty of any kind, may be modified or discontinued at any time without notice, are not subject to any service-level commitments, and may have higher rates of error or unavailability. Beta Features do not consume Insight Credits unless expressly stated. Your use of a Beta Feature is at your own risk.

11Data Return and Deletion

11.1 Export

During the term and for thirty (30) days after it ends, Customers may request export of their Customer Data and their Outputs in a reasonable machine-readable format supported by the Service. EVEN will not delete Customer Data during that thirty (30) day window except on the Customer's written instruction. The right to export Outputs is not affected by the forfeiture of unused allocations, Welcome Bonus units, Pack balances, or Foundation Block balances under Sections 3.5, 3.13, and 15.4. Forfeiture applies to unused prepaid usage, not to Customer Data or to Outputs already generated.

11.2 Deletion

Within thirty (30) days of written request following expiration or termination, EVEN will delete or return Customer Data, except for (a) routine backups overwritten in the ordinary course, (b) Anonymized Telemetry, and (c) data EVEN is required to retain by law. Where the Customer requests it in writing through the notice process described in Section 19, EVEN will deliver written certification of deletion to the Customer's account email address on file once deletion is complete.

12Disclaimers

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE." TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ACCURACY, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE.

WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR FREE OF HARMFUL COMPONENTS. WE DO NOT WARRANT THE ACCURACY, COMPLETENESS, OR RELIABILITY OF OUTPUTS.

13Limitation of Liability

13.1 Excluded Damages

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, GOODWILL, OR BUSINESS OPPORTUNITY, ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE, REGARDLESS OF THE THEORY OF LIABILITY AND EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

13.2 Cap

EACH PARTY'S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE WILL NOT EXCEED THE GREATER OF (A) THE FEES PAID OR PAYABLE BY YOU TO US IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY, OR (B) ONE HUNDRED US DOLLARS (US$100).

13.3 Carve-Outs from the Cap

The dollar cap in Section 13.2 does not apply to: (a) your obligation to pay fees due, including fees for the balance of any initial term or other committed term; (b) your indemnification obligations under Section 14.2; (c) your breach of Section 4 (Acceptable Use); (d) either party's breach of Section 5 (Intellectual Property and Data Rights); (e) either party's fraud, gross negligence, or willful misconduct; or (f) any liability that cannot be limited as a matter of applicable law.

13.4 How Sections 13.1, 13.2, and 13.3 Fit Together

Section 13.1 limits the types of loss either party can recover. Section 13.2 limits the amount. They operate independently. Removing the amount limit for a claim listed in Section 13.3 does not remove the type limit.

THE EXCLUSION OF INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, AND PUNITIVE DAMAGES IN SECTION 13.1, AND THE EXCLUSION OF LOST PROFITS, REVENUE, DATA, GOODWILL, AND BUSINESS OPPORTUNITY, APPLY TO EVERY CLAIM ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE, INCLUDING EVERY CLAIM LISTED IN SECTION 13.3, EXCEPT WHERE APPLICABLE LAW DOES NOT PERMIT THAT EXCLUSION.

For the avoidance of doubt, a claim arising from our breach of Section 6 (Data Handling, Isolation, and Security) is subject to both the exclusions in Section 13.1 and the cap in Section 13.2.

14Indemnification

14.1 By Us

We will defend you against third-party claims that the Service, as provided and used as authorized, infringes that third party's intellectual property, and will pay resulting damages finally awarded, excluding claims arising from Customer Data, your modifications, or combination with non-EVEN products.

14.2 By You

You will defend, indemnify, and hold harmless EVEN and its officers, directors, employees, and contractors from and against any third-party claim, demand, suit, or proceeding, and any related losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees), arising out of or relating to: (a) Customer Data, including any claim that Customer Data infringes or misappropriates the rights of a third party; (b) your use of the Service in violation of these Terms or applicable law; or (c) any decision, action, or inaction taken by you, your clients, or any third party based on Outputs.

14.3 Procedure

When a party seeks indemnification under this Section, it must: (a) give the indemnifying party prompt written notice of the claim; (b) allow the indemnifying party to control the defense and settlement of the claim; and (c) provide reasonable cooperation at the indemnifying party's expense. The indemnifying party may not enter into any settlement that imposes liability, obligation, or restriction on the indemnified party without the indemnified party's prior written consent.

15Term, Termination, and Suspension

15.1 Term

These Terms apply from the date the Customer first accesses the Service and continue until terminated in accordance with this Section. A paid subscription runs for the initial term set out in Section 3.8, or for the term stated on an applicable Order Form, and then continues as described in Section 3.8. Termination is not effective by a verbal statement or informal communication. To terminate, the Customer must follow the process set out in Section 15.2. EVEN's termination rights are governed by Section 15.3. Termination becomes effective as described in the applicable subsection, not at the time of a termination request.

15.2 Cancellation by You

You may cancel future subscription renewals at any time through your account or by written notice to info@axnx.io. Cancellation takes effect as provided in Section 3.8: at the end of the initial term if the request is submitted during the initial term, and otherwise at the end of the then-current billing cycle. You may close your account at any time by contacting info@axnx.io, provided that closing an account does not relieve you of the obligation to pay the fees due for the balance of the initial term or any other committed term. Cancellation does not entitle you to a refund of fees already paid.

15.3 Termination or Suspension by Us

We may terminate these Terms or suspend your access to the Service immediately if: (a) you breach these Terms and fail to cure within ten (10) days of notice (where the breach is curable); (b) you engage in conduct in violation of Section 4 (Acceptable Use); (c) you fail to pay fees when due and do not cure within ten (10) days of notice of non-payment; (d) we reasonably believe continued access poses a security or legal risk; or (e) we cease to operate the Service generally. Where we terminate under clause (e), we will refund the pro rata portion of any platform fee prepaid for service not yet delivered, together with the unused portion of any Pack and Foundation Block balance at the price you paid for it, as provided in Section 3.5.

15.4 Effect of Termination

Upon termination: (a) your access to the Service will cease; (b) any unused monthly allocations, Welcome Bonus units, Pack balances, and Foundation Block balances are forfeited in full, with no refund, credit, rebate, or offset, as provided in Sections 3.5 and 3.13 and subject only to the exception in Section 3.5 for a termination under Section 15.3(e), and any Auto-Refill authorization is cancelled; (c) fees accrued or payable before the effective date of termination, including fees for the balance of any initial term or other committed term, remain due and payable; and (d) Customer Data is handled under Section 11.

Sections that by their nature should survive termination (including Sections 3.5, 3.10, 3.11, 3.12, 3.13, 5, 6, 7, 9, 11, 12, 13, 14, 15, 17, 18, and 19) will survive. Surviving obligations under Sections 12, 13, and 14 remain in effect until every applicable limitation period has expired. Obligations under Section 5.1 (EVEN Intellectual Property), Section 5.5 (No Model Training), and Section 9 (Confidentiality as it applies to trade secrets) survive indefinitely.

16Modifications to the Service and Terms

16.1 Service Changes

We may modify, add to, or remove features of the Service at any time. We will not make changes that materially diminish the core functionality of your then-active subscription tier without reasonable notice.

16.2 Changes to These Terms

We may update these Terms from time to time. We will post the updated Terms at axnx.io/terms and at axnx.ai/terms.html with a revised Last Updated date. For material changes, we will provide at least thirty (30) days' notice to active customers by email or through the Service before the changes take effect. Your continued use of the Service after the effective date constitutes acceptance.

Your exit if a change is adverse to you. If a change to these Terms is materially adverse to you, you may terminate your subscription effective on the date that change takes effect by giving us notice within thirty (30) days of our notice. That right applies even during the initial term in Section 3.8. On a termination under this paragraph we will refund the prepaid platform fee for service not yet delivered and the unused portion of any Pack and Foundation Block balance at the price you paid for it.

Limits on what a change can reach. A change to these Terms does not alter the fees, allocations, term length, or stated incentive on a signed Order Form for the duration of the term that Order Form describes. A change to Section 13, Section 17, or Section 18 does not apply to any dispute that arose before that change took effect.

16.3 Changes to Consumption Rates

We may adjust the number of Insight Credits consumed by specific activities. We will provide at least thirty (30) days' notice before any consumption rate increase takes effect. A consumption rate change does not apply retroactively to activity already completed, and does not change the number of credits in a Pack already purchased, in the monthly allocation already issued for the then-current billing cycle, or in a Welcome Bonus already granted.

17Dispute Resolution; Binding Arbitration

PLEASE READ THIS SECTION CAREFULLY. IT REQUIRES YOU TO ARBITRATE DISPUTES INDIVIDUALLY AND LIMITS THE WAYS YOU CAN SEEK RELIEF.

17.1 Informal Resolution First

Before initiating arbitration, you and we agree to attempt to resolve any dispute informally by sending written notice to the other party at the addresses set out in Section 19. The parties will negotiate in good faith for at least thirty (30) days from receipt of notice.

17.2 Binding Arbitration

If the dispute is not resolved informally, you and we agree to resolve any dispute, claim, or controversy arising out of or relating to these Terms or the Service (a "Dispute") by binding arbitration administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules. The arbitration will be conducted by a single arbitrator. The seat of arbitration will be Tulsa, Oklahoma, USA. The arbitration may be conducted by video or telephone where the arbitrator permits.

17.3 Class Action Waiver

YOU AND WE AGREE THAT EACH PARTY MAY BRING DISPUTES AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, OR REPRESENTATIVE PROCEEDING. THE ARBITRATOR MAY NOT CONSOLIDATE THE CLAIMS OF MULTIPLE PARTIES OR PRESIDE OVER ANY FORM OF REPRESENTATIVE OR CLASS PROCEEDING.

17.4 Opt-Out

You may opt out of this arbitration agreement by sending written notice to legal@axnx.io within thirty (30) days of first accepting these Terms. The notice must include your name, account email, and a clear statement that you wish to opt out of arbitration. If you opt out, Disputes will be resolved in the courts identified in Section 18.

17.5 Exceptions

Either party may bring an individual action in small claims court, and either party may seek injunctive or other equitable relief in a court of competent jurisdiction to protect intellectual property rights or to address violations of Section 4 (Acceptable Use), Section 5 (Intellectual Property and Data Rights), or Section 9 (Confidentiality). Either party may also bring an action in a court of competent jurisdiction to collect undisputed fees due.

18Governing Law and Venue

These Terms are governed by the laws of the State of Oklahoma, USA, without regard to its conflict-of-laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply. Subject to Section 17, any action not subject to arbitration must be brought exclusively in the state or federal courts located in Tulsa County, Oklahoma, and the parties consent to personal jurisdiction in those courts.

19General

Assignment. You may not assign these Terms or any rights or obligations hereunder, by operation of law or otherwise, without our prior written consent. We may assign these Terms to an affiliate, to an entity formed to own and operate the Axion business, or in connection with a merger, acquisition, financing, or sale of substantially all of our assets.

Notices. Notices to you may be given through the Service or by email to the address associated with your account. Notices to us must be sent to legal@axnx.io with a copy to EV Express Network LLC at the address below.

Entire Agreement. These Terms, together with any Order Form executed between the parties, the Privacy Policy, and any Data Processing Addendum executed between the parties, constitute the entire agreement between you and us regarding the Service and supersede all prior agreements, proposals, quotations, marketing materials, and understandings, whether written or oral. Order of precedence between an Order Form and these Terms is governed by Section 3.14.

Severability. If any provision of these Terms is found unenforceable, it will be modified to the minimum extent necessary to make it enforceable, and the remaining provisions will continue in full force and effect.

No Waiver. Failure to enforce any provision of these Terms is not a waiver of the right to do so later. Any waiver must be in writing and signed by an authorized representative. For purposes of these Terms, "authorized representative" means, for EVEN, an officer or member of EV Express Network LLC; and for a Customer organization, an officer, director, or individual with actual authority to bind the organization to contractual obligations.

Force Majeure. Neither party is liable for delay or failure to perform due to causes beyond its reasonable control, including acts of God, natural disasters, war, governmental action, labor disputes, or internet or telecommunications failures. This provision does not excuse any obligation to pay fees due.

Relationship of the Parties. Nothing in these Terms creates any agency, partnership, joint venture, fiduciary, or employment relationship between the parties.

Headings. Section headings are for convenience only and do not affect interpretation.