Open Axis Service Terms

These Open Axis Service Terms (“Terms”) govern all services provided by Open Axis LLC, a Florida limited liability company (“Open Axis,” “we,” “us,” or “our”), to any client, customer, business, nonprofit, individual, or other person or entity that purchases, uses, accepts, or receives services from Open Axis (“Client,” “you,” or “your”).

These Terms are incorporated into and made part of every proposal, quote, statement of work, order form, invoice, subscription, service agreement, contract, online checkout, payment, or other written or electronic agreement between Open Axis and Client, unless a signed written agreement expressly states otherwise.

1. Acceptance of These Terms

By signing a contract, proposal, order form, or statement of work that references these Terms, checking an online acceptance box, paying an invoice, making a payment, accessing services, approving work, or continuing to use Open Axis services, Client accepts and agrees to be bound by these Terms.

If a person accepts these Terms on behalf of a business, nonprofit, organization, or other entity, that person represents and warrants that they have authority to bind that entity to these Terms.

If Client does not agree to these Terms, Client must not use, purchase, approve, or continue receiving services from Open Axis.

2. Relationship to Signed Agreements

These Terms apply to all services provided by Open Axis unless a written contract signed by both parties expressly modifies or overrides a specific provision of these Terms.

If there is a direct conflict between these Terms and a signed written agreement between Open Axis and Client, the signed written agreement controls only for that specific conflict. All other provisions of these Terms remain in effect.

Open Axis may update these Terms from time to time. The most current version posted at https://open-axis.io/service-terms will apply unless a signed written agreement expressly states otherwise.

3. Services Covered

These Terms apply to all services Open Axis currently offers or may offer in the future, including but not limited to:

• Website strategy, design, development, buildout, redesign, and optimization;
• Website hosting, maintenance, management, support, and updates;
• Branding, brand strategy, visual design, messaging, and digital identity services;
• Search engine optimization, local SEO, technical SEO, and content optimization;
• AI optimization, AI-assisted content, AI search visibility optimization, and AI-enabled workflows;
• Analytics, tracking, reporting, conversion optimization, and performance recommendations;
• Domain, DNS, hosting, CMS, platform, plugin, integration, form, and account setup;
• Email deliverability best-practice configuration where included;
• Consulting, advisory, digital operations, support, and related services;
• Any other services described in a signed contract, proposal, invoice, statement of work, or order form.

Open Axis may provide services directly or through employees, contractors, subcontractors, vendors, freelancers, third-party specialists, or technology providers.

4. No Legal, Compliance, Financial, Medical, Accessibility, or Regulatory Advice

Open Axis is not a law firm, accounting firm, medical provider, financial advisor, accessibility compliance auditor, privacy compliance firm, advertising compliance firm, or regulatory compliance provider.

Open Axis does not provide legal, tax, medical, financial, accessibility, privacy, advertising, industry-regulatory, licensing, permitting, insurance, or compliance advice.

Client is solely responsible for obtaining professional advice from its own attorneys, accountants, compliance professionals, accessibility consultants, privacy advisors, industry regulators, insurance professionals, or other qualified advisors.

Client is responsible for ensuring that its website, business practices, claims, disclosures, marketing statements, products, services, privacy practices, accessibility practices, and industry-specific requirements comply with all applicable laws, rules, regulations, and professional obligations.

5. Client Responsibilities

Client is responsible for:

• Providing accurate, complete, timely, and lawful information;
• Providing all content, copy, images, logos, videos, testimonials, claims, offers, pricing, service descriptions, business details, policies, licenses, and approvals needed for the project;
• Confirming that Client has all rights, permissions, licenses, releases, and authority needed to use any materials provided to Open Axis;
• Reviewing and approving all website content, designs, pages, claims, forms, policies, links, pricing, service descriptions, industry statements, and final deliverables before launch or publication;
• Ensuring that all Client products, services, offers, claims, testimonials, guarantees, credentials, licensing statements, professional statements, and marketing statements are truthful, accurate, lawful, and not misleading;
• Maintaining required business licenses, professional licenses, permits, insurance, regulatory approvals, required disclosures, and legal authority to operate;
• Managing Client’s own customer relationships, customer data, privacy obligations, payment obligations, and business operations;
• Providing timely feedback, approvals, access credentials, content, and cooperation;
• Maintaining strong passwords, multi-factor authentication where available, appropriate user access controls, and secure account practices;
• Ensuring that Client’s employees, contractors, users, agents, and representatives comply with these Terms.

Client’s approval of any content, design, page, feature, launch, revision, or deliverable means Client accepts responsibility for the accuracy, legality, appropriateness, and compliance of the approved item.

6. Client Content and Materials

Client is solely responsible for all materials Client provides or approves, including but not limited to logos, trademarks, business names, service marks, photos, videos, written copy, testimonials, reviews, customer information, product information, pricing, claims, legal disclaimers, credentials, licenses, permits, offers, promotions, and third-party materials.

Client represents and warrants that:

• Client owns or has the legal right to use all materials provided to Open Axis;
• Client materials do not infringe, misappropriate, or violate any copyright, trademark, trade secret, privacy right, publicity right, contract right, license, or other right of any third party;
• Client materials are accurate, lawful, non-deceptive, and not misleading;
• Client materials comply with all laws and regulations applicable to Client’s business and industry.

Open Axis may refuse, remove, edit, disable, suspend, or decline to publish any content that Open Axis believes may create legal, ethical, reputational, security, platform, operational, or business risk.

7. Regulated Industries

Open Axis may work with businesses in regulated or compliance-sensitive industries, including but not limited to medical, dental, legal, financial, insurance, real estate, contractors, childcare, alcohol, cannabis/CBD, supplements, restaurants, and other regulated businesses.

Client is solely responsible for all industry-specific compliance obligations. Client must obtain review from its own attorney, compliance professional, regulator, licensing authority, or qualified advisor when appropriate.

Open Axis is not responsible for determining whether Client’s content, claims, products, services, ads, website, privacy practices, accessibility practices, booking flows, intake forms, disclosures, testimonials, or marketing materials comply with Client’s industry-specific legal or regulatory requirements.

8. Privacy, Cookies, Tracking, and Customer Data

Client is responsible for its own privacy policy, cookie policy, tracking disclosures, data collection practices, consent mechanisms, email/SMS compliance, customer-data compliance, and privacy-law obligations unless Open Axis expressly agrees otherwise in a signed written agreement.

Open Axis does not create legal privacy policies, cookie policies, terms pages, disclaimers, or legal notices for Client websites unless expressly agreed in writing. Any templates, placeholders, examples, or suggested language provided by Open Axis are for general convenience only and are not legal advice.

Client websites may collect personal information through forms, quote requests, booking forms, newsletter signups, job applications, contact pages, payment links, or other features. Client remains responsible for all personal information collected through Client’s website and business.

Open Axis may access form submissions, website data, analytics data, or customer data as reasonably necessary to provide services. Client is responsible for determining whether any additional data processing agreement, privacy agreement, security addendum, or legal documentation is required.

Unless expressly agreed in writing, Open Axis is not responsible for Client’s customer data, privacy compliance, consent compliance, tracking compliance, or data governance obligations.

9. Payment Processing

Open Axis may help connect or configure third-party payment processors, including but not limited to Stripe, Square, PayPal, booking systems, point-of-sale tools, payment links, or similar services.

Open Axis does not directly process Client’s customer payments unless expressly agreed in a signed written agreement. Client is responsible for payment processor accounts, fees, chargebacks, refunds, taxes, compliance, disputes, payment terms, customer communications, and payment-related legal obligations.

Open Axis is not responsible for payment processor outages, holds, account suspensions, declines, chargebacks, transaction errors, fraud, fees, policy changes, or payment-processing disputes.

10. Accessibility

Open Axis does not guarantee ADA, WCAG, Section 508, or any other accessibility compliance unless expressly agreed in a signed written agreement.

Client is responsible for obtaining legal accessibility review and determining what accessibility obligations apply to Client’s website, business, industry, and customers.

Open Axis may use reasonable accessibility-minded design and development practices where practical, but accessibility standards, laws, technology, browsers, assistive devices, third-party widgets, plugins, embedded content, client edits, and legal interpretations may change.

Third-party plugins, widgets, scripts, forms, embedded tools, maps, videos, booking tools, payment tools, chat tools, fonts, and other integrations may affect accessibility, performance, privacy, security, and compliance. Open Axis is not responsible for third-party impacts.

11. SEO, AI Optimization, Analytics, and Business Outcomes

Open Axis may provide SEO, local SEO, technical SEO, content optimization, AI optimization, AI search visibility optimization, analytics, and related services using commercially reasonable efforts.

Open Axis does not guarantee:

• Google rankings;
• Search engine placement;
• AI search visibility;
• Appearance in ChatGPT, Google AI Overviews, Gemini, Claude, Copilot, Perplexity, or any other AI system;
• Website traffic;
• Leads;
• Conversions;
• Revenue;
• Sales;
• Customer acquisition;
• Search snippets;
• Reviews;
• Reputation;
• Business growth;
• Return on investment;
• Any specific business result.

Search engines, AI platforms, social media platforms, directories, browsers, ad platforms, analytics providers, and third-party systems may change their algorithms, policies, rankings, displays, data availability, or functionality at any time. Open Axis is not responsible for any such changes.

Client is responsible for approving all tracking tools, analytics tools, cookies, pixels, scripts, consent notices, and privacy disclosures.

12. Email Deliverability

Open Axis may assist with email deliverability best practices where included in the applicable contract or proposal, such as DNS records, SPF, DKIM, DMARC, domain configuration, form notification setup, or related technical settings.

Open Axis does not guarantee email deliverability, inbox placement, spam-folder avoidance, domain reputation, sender reputation, blacklist removal, email provider decisions, form notification delivery, DNS propagation, or third-party email platform performance.

Open Axis is not responsible for spam filters, domain blacklists, email provider rules, mailbox configuration, user behavior, sending practices, compromised accounts, third-party email systems, or email reputation issues.

13. Hosting and Website Management

Open Axis may host or manage Client websites through third-party hosting providers, platforms, CMS providers, infrastructure providers, domain registrars, DNS providers, CDN providers, security tools, plugins, frameworks, software, and other technology vendors.

Open Axis will use commercially reasonable efforts to provide reliable website hosting and management services when included in the applicable agreement. However, Open Axis does not guarantee uninterrupted service, error-free operation, specific uptime, specific performance, or continuous availability.

Client acknowledges that third-party platforms and providers are outside Open Axis’s control. Open Axis is not responsible for outages, downtime, latency, bugs, data loss, security incidents, platform changes, API changes, DNS failures, domain registrar issues, CDN issues, CMS issues, plugin issues, browser changes, internet failures, payment processor failures, or other third-party failures.

14. Suspension, Disabling, and Site Removal

Open Axis may suspend, disable, restrict, pause, remove, or take offline any website, service, feature, account, integration, content, or access if Open Axis determines that doing so is necessary or appropriate due to:

• Nonpayment;
• Security risk;
• Malware, spam, phishing, abuse, or suspicious activity;
• Unauthorized access or compromised credentials;
• Unlawful, harmful, infringing, deceptive, or abusive content;
• Privacy, copyright, trademark, abuse, or platform complaints;
• Third-party platform issues;
• Client breach of these Terms;
• Legal, ethical, reputational, operational, or business risk;
• Required maintenance or technical issue;
• Any other reason Open Axis reasonably determines creates risk.

Open Axis may act immediately if necessary and may provide notice when practical. Open Axis is not liable for any damages, losses, claims, business interruption, lost revenue, lost leads, reputational harm, or other consequences arising from suspension, disabling, removal, or site downtime permitted under these Terms.

15. Backups and Data Loss

Open Axis may maintain reasonable backups where available and practical, but Open Axis does not guarantee that any backup will exist, be complete, be current, be usable, or fully restore a website or data.

Client is responsible for maintaining its own copies of important content, images, records, data, customer submissions, business information, and website materials.

To the maximum extent permitted by law, Open Axis is not liable for data loss, file loss, website loss, content loss, backup failure, corruption, deletion, restoration failure, or inability to recover information.

16. Security

No website, hosting environment, software, plugin, account, integration, network, system, platform, security measure, or internet-connected service is 100% secure.

Open Axis may provide basic security best practices, updates, monitoring, or technical maintenance where included in the applicable agreement. Unless expressly agreed in writing, Open Axis does not provide cybersecurity services, penetration testing, vulnerability management, malware remediation, incident response, forensic investigation, compliance security review, or guaranteed security monitoring.

Client is responsible for secure passwords, multi-factor authentication where available, limiting access to authorized users, promptly removing former employees or vendors, protecting credentials, and notifying Open Axis of suspected compromise.

Client is responsible for security issues caused by Client’s users, employees, contractors, vendors, weak passwords, shared credentials, unauthorized users, third-party tools, third-party plugins, Client-installed software, Client-provided access, or Client’s own conduct.

17. Domains and DNS

Open Axis may register, renew, configure, manage, or assist with domain names and DNS records for Client.

If Open Axis registers or controls a domain for Client, Open Axis may retain ownership, control, administrative access, or registrar access until Client has paid all amounts due to Open Axis in full, unless a signed written agreement states otherwise.

Client is responsible for domain renewal fees, registrar fees, DNS fees, platform fees, and third-party charges unless included in the applicable subscription or contract.

Domain transfers, DNS changes, registrar transfers, account transfers, offboarding, migration, documentation, and related support may be billable.

Open Axis is not responsible for domain expiration, domain loss, DNS failure, propagation delay, registrar error, transfer delay, third-party suspension, domain disputes, trademark claims, or Client’s failure to pay required fees.

18. Third-Party Services and Tools

Open Axis may use any third-party tools, platforms, vendors, software, plugins, themes, templates, fonts, stock media, APIs, hosting platforms, domain registrars, CMS tools, analytics tools, SEO tools, AI tools, automation tools, email tools, booking tools, CRM systems, payment systems, or other services that Open Axis reasonably chooses to provide services.

Third-party fees may be:

• Included in Client’s subscription;
• Paid directly by Client;
• Reimbursed by Client to Open Axis;
• Handled as stated in the applicable contract or proposal.

Open Axis may substitute equivalent or alternative third-party tools at its discretion.

Open Axis is not responsible for third-party price changes, policy changes, outages, shutdowns, restrictions, account bans, API changes, data loss, service interruptions, bugs, security incidents, compliance failures, or discontinued services.

Client agrees to comply with all third-party terms, acceptable use policies, license terms, and payment obligations applicable to third-party services used in connection with Client’s website or services.

19. AI Tools and AI-Assisted Work

Open Axis may use artificial intelligence tools, automation tools, AI-assisted design tools, AI-assisted coding tools, AI-assisted content tools, AI-assisted research tools, or similar technologies to help provide services.

AI-generated or AI-assisted outputs may contain errors, inaccuracies, omissions, similarities to third-party content, incomplete information, or unexpected results. Client is responsible for reviewing, approving, and validating AI-assisted outputs before use or publication.

Open Axis does not guarantee that AI-generated or AI-assisted content, copy, designs, concepts, code, images, prompts, strategies, or outputs are unique, protectable, registrable, non-infringing, error-free, or suitable for any specific purpose.

Open Axis retains ownership of its AI prompts, workflows, processes, systems, methods, know-how, internal tools, and reusable AI-enabled practices.

20. Intellectual Property Ownership

Unless a signed written agreement states otherwise:

Client owns the final visible website content, final approved Client-specific deliverables, and Client-provided materials after Client has paid all amounts due in full.

Open Axis retains all rights, title, and interest in and to:

• Reusable frameworks;
• Templates;
• Components;
• Code snippets;
• Design systems;
• Development methods;
• Workflows;
• AI prompts;
• Internal tools;
• Processes;
• Know-how;
• Concepts;
• Methods;
• Systems;
• Drafts;
• Unused concepts;
• Preliminary designs;
• Source files not expressly included;
• General layouts, ideas, patterns, and technical approaches;
• Anything developed independently of Client’s confidential information.

Client receives only the rights expressly stated in the applicable contract or proposal. No rights are transferred until Client has paid all amounts due in full.

Client may not copy, resell, sublicense, reverse engineer, misappropriate, reuse, or distribute Open Axis tools, systems, processes, prompts, source files, code, frameworks, templates, or proprietary materials except as expressly permitted in writing.

21. Branding, Logos, Copy, Graphics, and Marketing Assets

Unless a signed written agreement states otherwise, Open Axis owns branding, logos, copy, graphics, marketing assets, and creative work product and provides Client with a license to use final approved assets as part of Client’s business and website, subject to Client’s payment in full.

Drafts, unused concepts, alternate concepts, internal project files, editable files, source files, design files, strategy materials, and working files are not included unless expressly stated in the applicable contract or proposal.

Source files may be provided only if specifically included in the applicable contract or proposal or purchased for an additional export/source-file fee.

22. Portfolio, Publicity, and Footer Credit

Open Axis may display Client’s name, logo, website, screenshots, public visuals, project description, testimonial, and work samples in Open Axis’s portfolio, case studies, proposals, sales materials, social media, website, advertising, and marketing materials.

Open Axis may include a footer credit or similar attribution, such as “Website by Open Axis,” on Client websites.

Client grants Open Axis a worldwide, royalty-free, nonexclusive license to use Client’s name, logo, website screenshots, public visuals, and publicly available project information for portfolio, marketing, case study, and promotional purposes.

23. Revisions, Feedback, Approval, and Delays

Unless a signed written agreement states otherwise, one round of revisions is included.

Additional revisions, scope changes, redesigns, new pages, new features, major edits, content rewrites, strategy changes, technical changes, third-party integrations, or changes requested after approval may be billed at Open Axis’s then-current rates or as otherwise stated in the applicable contract or proposal.

Open Axis may make reasonable minor technical, design, performance, SEO, accessibility-minded, or operational adjustments without separate Client approval if the adjustment does not materially change the approved scope.

If Client delays content, feedback, approvals, access, payment, credentials, information, or decisions:

• Project timelines automatically extend;
• Open Axis may pause work;
• Open Axis may continue billing during the delay;
• Open Axis may use reasonable placeholder content;
• Open Axis may make reasonable judgment calls;
• Open Axis is not responsible for delays, missed deadlines, launch delays, cost increases, or business impacts caused by Client delay.

If Client does not respond to a request for feedback, approval, information, or decision within ten business days, Open Axis may treat the silence as approval, project delay, or authorization to proceed using reasonable judgment, as applicable.

Approvals may be given by email, text message, project-management comment, online confirmation, invoice payment, written communication, electronic signature, or other communication method reasonably accepted by Open Axis.

24. Change Requests and Scope

The services, deliverables, timelines, pricing, and scope are limited to what is expressly stated in the applicable contract, proposal, order form, invoice, or statement of work.

Any work outside the included scope is a change request and may be billed at Open Axis’s then-current rates, subject to written approval or other approval accepted by Open Axis.

Open Axis is not required to perform out-of-scope work unless both parties agree.

25. Payments, Billing, and Subscriptions

Payment terms, pricing, subscription terms, setup fees, project fees, minimum terms, renewals, and billing schedules are stated in the applicable contract, proposal, order form, invoice, or statement of work.

Open Axis may offer monthly subscriptions, setup fees, custom project fees, annual prepayment options, and other pricing models.

Pricing for Year 1, Year 2+, annual prepayment discounts, and other commercial terms are stated in the applicable contract or proposal and are not included in these general Terms unless expressly stated.

Subscriptions may renew as stated in the applicable contract or proposal.

Client must pay all amounts when due. Payments are due according to the applicable invoice, contract, proposal, order form, or statement of work.

26. Invoice Disputes

Client must notify Open Axis in writing of any invoice dispute within five days after the invoice date. The notice must explain the specific disputed amount and the reason for the dispute.

Any invoice not disputed within that time is deemed accepted and payable in full.

Client may not withhold undisputed amounts while disputing a portion of an invoice.

27. Nonpayment

If Client fails to pay any amount when due, Open Axis may:

• Pause work;
• Suspend services;
• Suspend hosting;
• Suspend support;
• Disable access;
• Take the website offline;
• Withhold deliverables;
• Withhold transfers;
• Withhold files;
• Stop responding to non-emergency service requests;
• Terminate services;
• Refer unpaid amounts to collections;
• Pursue legal or equitable remedies.

Open Axis may suspend services if payment remains unpaid ten days after the due date.

Open Axis is not liable for damages, losses, lost revenue, lost leads, reputational harm, business interruption, website downtime, data loss, or other consequences caused by nonpayment, suspension, termination, withheld deliverables, or service interruption.

Open Axis does not charge late fees unless stated in a signed written agreement or invoice.

28. Chargebacks

Client agrees to contact Open Axis in writing and attempt to resolve any billing issue before initiating a chargeback, payment reversal, payment dispute, or similar action.

If Client initiates an improper chargeback, Client must reimburse Open Axis for the disputed amount, chargeback fees, collection costs, payment processor fees, attorney’s fees, and any other costs incurred by Open Axis in responding to or resolving the chargeback.

A chargeback does not cancel Client’s payment obligations.

29. Refunds

Except where required by law or expressly stated in a signed written agreement, payments are non-refundable once work begins, services are provided, a subscription period starts, third-party costs are incurred, or resources are allocated.

Monthly subscription payments already paid are non-refundable.

Open Axis may offer refunds, credits, or accommodations at its sole discretion. Any discretionary refund does not create an obligation to provide future refunds.

30. Termination and Cancellation

Either party may terminate services subject to any minimum term, cancellation requirement, payment obligation, or termination provision stated in the applicable contract or proposal.

Client must provide sixty days’ written notice to cancel ongoing services unless the applicable contract or proposal states otherwise.

Client is not entitled to prorated refunds for partial billing periods.

Hosting ends immediately when services end unless Open Axis agrees otherwise in writing or the applicable contract states otherwise.

Open Axis has no obligation to retain Client files, website files, backups, data, credentials, accounts, content, or materials after termination.

Open Axis may delete, archive, disable, restrict, or remove Client websites, files, accounts, content, data, or access after termination or nonpayment.

Offboarding, migration, export, domain transfer, account transfer, training, documentation, or transition support may be billable as stated in the applicable contract or proposal or as otherwise agreed.

If Client terminates before the end of a minimum-term contract, all unpaid amounts due under the minimum term become immediately due and payable.

31. Acceptable Use

Client may not use Open Axis services, websites, hosting, systems, deliverables, tools, or support for any unlawful, harmful, abusive, deceptive, infringing, fraudulent, malicious, high-risk, or inappropriate purpose.

Prohibited activities include but are not limited to:

• Illegal activity;
• Fraud;
• Phishing;
• Spam;
• Malware;
• Unauthorized access;
• Infringement;
• Deceptive marketing;
• Harmful or abusive content;
• Harassment;
• Privacy violations;
• Security abuse;
• Platform abuse;
• Misuse of third-party services;
• Content or conduct that creates legal, ethical, reputational, operational, or business risk for Open Axis.

Open Axis may refuse service, suspend service, remove content, take a website offline, or terminate a Client relationship if Open Axis determines that Client creates legal, reputational, security, ethical, operational, or business risk.

32. Communications and Electronic Approvals

Open Axis and Client may communicate by email, text message, phone, invoice system, online platform, project-management tool, video call, website form, electronic signature tool, or other reasonable method.

Client agrees that electronic communications, electronic signatures, online acceptances, checkbox acceptances, invoice payments, project comments, emails, text messages, and similar communications may be legally valid and may constitute written approval, written notice, acceptance, authorization, or agreement where reasonable under the circumstances.

33. Confidentiality

Each party may receive confidential or proprietary information from the other party.

Confidential information does not include information that:

• Is publicly available through no breach of these Terms;
• Was already known without confidentiality restriction;
• Is independently developed without use of confidential information;
• Is lawfully received from a third party without confidentiality restriction;
• Must be disclosed by law, court order, subpoena, or legal process.

Open Axis will use reasonable efforts to protect Client’s confidential information.

Client must protect Open Axis confidential information, including but not limited to pricing, proposals, strategies, workflows, processes, systems, credentials, internal tools, AI prompts, business methods, technical methods, and proprietary materials.

34. Disclaimer of Warranties

To the maximum extent permitted by law, Open Axis disclaims all warranties not expressly stated in a signed written agreement.

Services, websites, hosting, deliverables, recommendations, tools, integrations, content, analytics, reports, AI-assisted outputs, and support are provided “as is” and “as available,” except for specific written promises expressly stated in a signed agreement.

Open Axis disclaims all implied warranties, including but not limited to implied warranties of merchantability, fitness for a particular purpose, non-infringement, uninterrupted service, error-free operation, accuracy, reliability, availability, security, accessibility compliance, legal compliance, privacy compliance, and business performance.

Open Axis does not warrant that any website, service, deliverable, strategy, recommendation, SEO effort, AI optimization effort, design, content, code, platform, hosting environment, or third-party tool will meet Client’s expectations or produce any particular result.

35. Limitation of Liability

To the maximum extent permitted by law, Open Axis’s total aggregate liability for all claims, damages, losses, liabilities, costs, and expenses arising out of or related to the services, these Terms, any contract, any website, any deliverable, any hosting, any support, or the relationship between the parties is limited to the fees actually paid by Client to Open Axis for the specific services giving rise to the claim during the one-month period immediately preceding the event giving rise to the claim.

This liability cap applies to all claims combined, not per claim.

This limitation applies regardless of the legal theory, including contract, tort, negligence, strict liability, warranty, misrepresentation, statute, equity, or any other theory.

This limitation applies even if a remedy fails of its essential purpose and even if Open Axis has been advised of the possibility of damages.

36. Exclusion of Damages

To the maximum extent permitted by law, Open Axis is not liable for any:

• Indirect damages;
• Incidental damages;
• Special damages;
• Consequential damages;
• Exemplary damages;
• Punitive damages;
• Lost profits;
• Lost revenue;
• Lost business;
• Lost leads;
• Lost customers;
• Lost opportunities;
• Lost goodwill;
• Reputational harm;
• Business interruption;
• Data loss;
• Website downtime;
• Search ranking loss;
• AI visibility loss;
• Privacy-related business loss;
• Security-related business loss;
• Cost of substitute services;
• Losses caused by third-party platforms;
• Losses caused by Client content, Client delay, Client decisions, Client systems, Client accounts, or Client’s business operations.

37. Business Outcomes Disclaimer

Open Axis is not responsible for Client’s business outcomes, including revenue, sales, profitability, customer acquisition, traffic, leads, conversions, investor interest, reputation, market perception, search rankings, AI search visibility, customer reviews, or business growth.

Client acknowledges that websites, SEO, branding, AI optimization, marketing strategy, and digital presence are only some of many factors that may affect business results.

38. Non-Solicitation of Personnel

During the term of the Client's relationship with Open Axis LLC ("Open Axis") and for a period of twenty-four (24) months following the termination or expiration of the Services for any reason, Client agrees that neither Client nor any of its owners, officers, directors, employees, affiliates, agents, successors, or representatives shall, directly or indirectly:

1. Solicit, recruit, hire, engage, retain, employ, contract with, or otherwise seek to obtain the services of any current or former employee, contractor, consultant, subcontractor, freelancer, advisor, or other service provider of Open Axis with whom Client became acquainted through its relationship with Open Axis;
2. Encourage, induce, or attempt to encourage any employee, contractor, consultant, subcontractor, freelancer, advisor, or other service provider of Open Axis to terminate or reduce their relationship with Open Axis;
3. Circumvent Open Axis by engaging any individual or entity introduced by Open Axis for the purpose of obtaining substantially similar services outside of Open Axis without Open Axis's prior written consent; or
4. Assist or knowingly encourage any third party in engaging in conduct prohibited by this Section.

For purposes of this Section, "solicit" includes direct or indirect communications, recruiting efforts, referrals, introductions intended to facilitate engagement, or any other action reasonably intended to result in such individual or entity providing services to Client outside of Open Axis.

This Section shall not prohibit the hiring of an individual who independently responds to a general employment advertisement or public job posting, provided that such advertisement is not specifically directed toward Open Axis personnel and Client did not otherwise solicit, recruit, or encourage that individual to leave Open Axis.

If Client breaches this Section, the parties acknowledge that Open Axis would suffer substantial harm that would be difficult to quantify. Accordingly, in addition to any other remedies available under law or equity, Open Axis shall be entitled to seek temporary, preliminary, and permanent injunctive relief to prevent or stop such breach, without the necessity of posting bond to the extent permitted by applicable law.

In addition, Client agrees to pay Open Axis liquidated damages equal to the greater of:

(a) Twenty-Five Thousand Dollars (US $25,000) for each individual hired or engaged in violation of this Section; or

(b) One hundred percent (100%) of the total compensation, fees, commissions, bonuses, and other remuneration paid or payable by Client to such individual during the first twelve (12) months following the prohibited engagement.

The parties acknowledge that these liquidated damages represent a reasonable estimate of the damages likely to be incurred by Open Axis and are not intended as a penalty.

Nothing in this Section limits Open Axis's right to pursue any additional remedies available under applicable law to the extent the liquidated damages provision is determined to be unenforceable.

39. Non-Circumvention

Client acknowledges that Open Axis LLC ("Open Axis") has invested substantial time, effort, expertise, and resources in developing its business relationships, proprietary workflows, strategic partnerships, vendor network, contractor network, referral sources, and service delivery model.

Accordingly, during the term of the Client's relationship with Open Axis and for a period of twenty-four (24) months following the termination or expiration of the Services for any reason, Client agrees that neither Client nor any of its owners, officers, directors, employees, affiliates, agents, successors, or representatives shall, directly or indirectly:

Bypass, circumvent, or attempt to bypass or circumvent Open Axis in order to obtain substantially similar services from any individual or entity that Open Axis introduced to Client, recommended to Client, managed on Client's behalf, or utilized in connection with the Services.

Directly engage, retain, contract with, compensate, purchase services from, or otherwise establish a business relationship with any contractor, subcontractor, consultant, designer, developer, engineer, photographer, videographer, copywriter, SEO provider, marketing provider, hosting provider, technology provider, software vendor, referral partner, strategic partner, supplier, or other third party introduced through Open Axis for the purpose of avoiding fees otherwise payable to Open Axis.

Request or encourage any third party working with or for Open Axis to provide services directly to Client outside of Open Axis without Open Axis's prior written consent.

Use any proposal, pricing model, implementation strategy, workflow, architecture, recommendations, technical specifications, project plans, deliverables, vendor relationships, introductions, or proprietary information supplied by Open Axis to obtain competing services from another provider without Open Axis's prior written consent.

Nothing in this Section prohibits Client from independently engaging a service provider or vendor with whom Client had a documented business relationship prior to Open Axis's introduction, provided that Client can reasonably demonstrate that the relationship existed before Open Axis introduced or recommended that individual or entity.

Likewise, nothing in this Section prevents Client from purchasing publicly available software, hosting services, domain registration services, or other commercially available products directly from their respective providers where Open Axis merely recommended or configured such products as part of the Services.

If Client wishes to engage any individual or entity introduced through Open Axis outside of the Open Axis relationship, Client must first obtain Open Axis's prior written consent. Open Axis may grant or withhold such consent in its sole discretion and may require payment of a referral fee, transition fee, buyout fee, or other mutually agreed compensation before approving such engagement.

Client acknowledges that a breach of this Section would cause substantial harm to Open Axis that would be difficult to quantify. Accordingly, Open Axis shall be entitled to seek temporary, preliminary, and permanent injunctive relief, specific performance, and all other remedies available at law or in equity, without the necessity of posting bond to the extent permitted by applicable law.

In addition, Client agrees to pay Open Axis liquidated damages equal to the greater of:

(a) Twenty-Five Thousand Dollars (US $25,000) for each prohibited circumvention; or

(b) One hundred percent (100%) of the total fees, compensation, commissions, or other remuneration paid or payable by Client to the applicable third party during the first twelve (12) months following the prohibited engagement.

The parties acknowledge that these liquidated damages are intended to represent a reasonable estimate of the damages likely to be incurred by Open Axis and are not intended as a penalty. If any portion of this Section is determined to be unenforceable, the remaining provisions shall remain in full force and effect to the maximum extent permitted by applicable law.

For the avoidance of doubt, this Section applies regardless of whether the third party first contacts Client, Client first contacts the third party, or the parties reconnect through social media, networking events, mutual acquaintances, online platforms, or any other means, if the relationship originated through Open Axis or the Services provided by Open Axis.

40. Client Indemnification

To the fullest extent permitted by law, Client agrees to defend, indemnify, and hold harmless Open Axis and its owners, members, managers, officers, employees, contractors, subcontractors, vendors, agents, affiliates, successors, and assigns from and against any claims, demands, lawsuits, investigations, liabilities, damages, losses, fines, penalties, costs, and expenses, including reasonable attorney’s fees, arising out of or related to:

• Client-provided content;
• Client-approved content;
• Client’s products or services;
• Client’s business operations;
• Client’s marketing claims;
• Client’s testimonials or reviews;
• Client’s pricing, offers, promotions, or guarantees;
• Client’s trademarks, logos, names, images, videos, or other materials;
• Client’s customer data;
• Client’s privacy practices;
• Client’s cookie, tracking, email, SMS, or consent practices;
• Client’s regulated-industry obligations;
• Client’s accessibility obligations;
• Client’s legal or compliance obligations;
• Client’s misuse of the website or services;
• Client’s breach of these Terms;
• Client’s violation of law;
• Client’s infringement or alleged infringement of third-party rights;
• Client’s account misuse, weak passwords, unauthorized users, credential sharing, or failure to secure access;
• Third-party claims related to Client’s website, content, business, products, services, customers, or conduct.

Client’s indemnification obligations are not limited by the liability cap in these Terms.

41. Obligations Not Limited by Liability Cap

The liability cap in these Terms does not limit Client’s obligation to pay amounts owed to Open Axis.

The liability cap does not limit Client’s indemnification obligations.

The liability cap does not limit any remedy available to Open Axis for Client’s unauthorized use of Open Axis intellectual property, misuse of Open Axis confidential information, nonpayment, harmful conduct, security abuse, unauthorized access, or violation of acceptable use restrictions, to the maximum extent permitted by law.

42. Notice and Opportunity to Cure

Before initiating any formal dispute, claim, arbitration, lawsuit, chargeback, or legal proceeding against Open Axis, Client must provide written notice describing the issue in reasonable detail and allow Open Axis thirty days to investigate and attempt to cure the issue.

This notice-and-cure requirement does not prevent Open Axis from pursuing unpaid invoices, collections, injunctive relief, emergency relief, intellectual property protection, confidentiality protection, access control, or other urgent remedies.

43. Dispute Resolution; Binding Arbitration

To the maximum extent permitted by law, any dispute, claim, controversy, or disagreement arising out of or related to these Terms, any contract, any proposal, any invoice, any services, any website, any deliverable, any payment, any subscription, any communication, or the relationship between Open Axis and Client must be resolved by individual binding arbitration, not by a lawsuit in court.

Client agrees that Client may not file, maintain, participate in, or pursue a lawsuit against Open Axis in court for any dispute covered by this arbitration provision, except for the limited exceptions stated in these Terms or where arbitration is unavailable or unenforceable under applicable law.

The arbitration will take place in Lee County, Florida, unless Open Axis agrees to remote arbitration or another location.

The arbitration must be conducted on an individual basis only. The arbitrator may not consolidate claims, preside over class claims, preside over representative claims, or award class-wide relief.

The arbitrator may award only the relief that would be available to the parties individually and only to the extent permitted by these Terms.

44. Exceptions to Arbitration

Open Axis may bring a claim in court, arbitration, collections, or another appropriate forum for:

• Unpaid invoices;
• Collections;
• Chargebacks;
• Injunctive relief;
• Emergency relief;
• Intellectual property misuse;
• Confidentiality breaches;
• Unauthorized access;
• Website abuse;
• Account misuse;
• Security abuse;
• Nonpayment-related access issues;
• Any matter where arbitration is unavailable or unenforceable.

Nothing in these Terms prevents Open Axis from taking immediate technical, operational, or administrative action to protect its systems, accounts, websites, intellectual property, confidential information, payment rights, or business interests.

45. Class Action Waiver

To the maximum extent permitted by law, Client and Open Axis agree that all disputes must be brought only in an individual capacity and not as a plaintiff, class member, representative, or participant in any class action, collective action, representative action, private attorney general action, consolidated action, or similar proceeding.

Client waives any right to participate in a class action, collective action, representative action, or consolidated proceeding against Open Axis.

46. Jury Trial Waiver

To the maximum extent permitted by law, Client and Open Axis knowingly, voluntarily, and intentionally waive any right to a trial by jury for any dispute, claim, or proceeding arising out of or related to these Terms, any contract, any services, any website, any payment, or the relationship between the parties.

This jury trial waiver applies to any dispute that is not resolved by arbitration or that is permitted to proceed in court.

47. Governing Law and Venue

These Terms and all disputes arising out of or related to these Terms, any contract, any services, any website, any payment, or the relationship between the parties are governed by the laws of the State of Florida, without regard to conflict-of-law principles.

For any dispute permitted to proceed in court, Client agrees to exclusive jurisdiction and venue in the state or federal courts located in or serving Lee County, Florida.

Client waives any objection to jurisdiction, venue, inconvenience, or forum in those courts.

48. Attorney’s Fees and Costs

In any arbitration, lawsuit, collection action, chargeback dispute, or other proceeding arising out of or related to these Terms, any contract, any invoice, any payment, any services, any website, or the relationship between the parties, the prevailing party is entitled to recover its reasonable attorney’s fees, costs, expenses, collection costs, expert fees, arbitration fees, court costs, and other enforcement costs, to the maximum extent permitted by law.

49. Force Majeure

Open Axis is not liable for delay, failure, interruption, downtime, data loss, performance issues, or inability to provide services caused by events beyond Open Axis’s reasonable control, including but not limited to acts of God, hurricanes, tropical storms, flooding, severe weather, power outages, internet failures, hosting outages, platform outages, DNS issues, cyberattacks, malware, labor issues, supply chain issues, government action, war, terrorism, civil unrest, pandemics, epidemics, third-party failures, payment processor issues, domain registrar issues, software failures, or other events beyond Open Axis’s reasonable control.

50. Assignment

Open Axis may assign, transfer, delegate, or subcontract these Terms, any contract, or any rights or obligations in connection with a merger, acquisition, sale, reorganization, transfer of assets, change of control, business transition, or use of subcontractors, vendors, or service providers.

Client may not assign or transfer any agreement, website, services, subscription, rights, or obligations without Open Axis’s prior written consent.

51. Severability

If any provision of these Terms is held invalid, illegal, or unenforceable, the remaining provisions remain in full force and effect to the maximum extent permitted by law.

The invalid, illegal, or unenforceable provision will be modified or interpreted to accomplish the original intent as closely as possible in a lawful and enforceable manner.

52. No Waiver

Open Axis’s failure to enforce any provision of these Terms does not waive Open Axis’s right to enforce that provision later.

Any waiver must be in writing and signed by Open Axis.

53. Survival

Any provisions that by their nature should survive termination will survive termination, cancellation, expiration, suspension, or completion of services, including but not limited to payment obligations, intellectual property rights, license restrictions, confidentiality, disclaimers, warranty limitations, limitation of liability, exclusion of damages, indemnification, dispute resolution, arbitration, class action waiver, jury trial waiver, governing law, venue, attorney’s fees, and any other provisions intended to survive.

54. Entire Agreement

These Terms, together with the applicable signed contract, proposal, order form, invoice, statement of work, or written agreement, constitute the entire agreement between Open Axis and Client regarding the services and supersede all prior or contemporaneous discussions, negotiations, proposals, understandings, communications, representations, or agreements regarding the same subject matter.

55. Notices

Legal notices to Open Axis must be sent to:

Open Axis may provide notices to Client using the contact information Client provides, including email, text, invoice system, project-management tool, online account, or other reasonable communication method.

Notices by email are effective when sent, unless the sender receives an automated notice of delivery failure.

56. Contact

Questions about these Terms may be sent to: