Terms of Service

Last updated: August 2025

1. Agreement to Terms

These Terms of Service (“Terms”) govern your access to and use of the websites, products, and services provided by Fruxon Inc. (“Fruxon”, “we”, “us”, or “our”) (collectively, the “Services”). By accessing or using the Services, you agree to be bound by these Terms. If you are agreeing on behalf of an organization, you represent that you have authority to bind that organization.

2. Eligibility & Accounts

• You must be at least 18 years old (or the age of majority in your jurisdiction).

• You must provide accurate, current account information and keep it updated.

• You are responsible for maintaining the confidentiality of credentials and for all activities under your account.

• We may require identity, domain, or ownership verification for certain features.

3. Access to the Services

Subject to these Terms and timely payment of fees (if applicable), we grant you a limited, non-exclusive, non-transferable, revocable right to access and use the Services during your subscription or evaluation period.

We may modify or discontinue features from time to time, with reasonable notice where practicable.

4. Acceptable Use

You agree not to misuse the Services. Prohibited activities include:

• Illegal, harmful, or infringing content or conduct.

• Attempting to breach, probe, or test system or network security.

• Interfering with or disrupting the integrity or performance of the Services.

• Reverse engineering, decompiling, scraping, or automated data collection contrary to our documentation.

• Using the Services for high-risk activities where failure could lead to death, personal injury, or environmental damage.

• Sending spam or abusing rate limits or quotas.

Report abuse to abuse@fruxon.com.

5. Customer Data & Privacy

“Customer Data” means data you or your organization submit to the Services. You retain all rights to Customer Data. We process Customer Data solely to provide and improve the Services, in accordance with our Privacy Policy.

If we process personal data on your behalf, the Data Processing Addendum (DPA) applies and is incorporated by reference. Our current list of sub-processors is available at /subprocessors.

You are responsible for obtaining all necessary consents and lawful bases for Customer Data and ensuring your use complies with applicable laws (e.g., privacy, export, IP).

6. Intellectual Property & Feedback

We own and reserve all rights, title, and interest in and to the Services, including software, documentation, designs, and trademarks, except for Customer Data. No rights are granted except as expressly stated.

If you provide feedback or suggestions, you grant us a non-exclusive, perpetual, irrevocable, royalty-free license to use them without restriction or obligation to you.

7. Third-Party Services & Open Source

The Services may interoperate with third-party services (e.g., APIs, models, integrations). Your use of such services is governed by their terms, not ours. We are not responsible for third-party services.

The Services may include open source software subject to applicable open source licenses.

8. Fees, Billing & Taxes

• Fees are set forth at purchase or in your order; charges may be recurring.

• You authorize us (and our payment processors) to charge your payment method for all fees and applicable taxes.

• Unless stated otherwise, fees are non-refundable. Downgrades or cancellations take effect at the end of the current billing period.

• You are responsible for all taxes, duties, and government charges, excluding our income taxes.

• Late amounts may accrue interest and/or lead to suspension after notice.

Billing questions: billing@fruxon.com.

9. Free Trials, Beta & Pre-GA

We may offer free trials or features labeled alpha, beta, or pre-general-availability (“Beta”). Beta features are provided for evaluation, may change or end at any time, and are offered “as is” without warranties or SLA.

10. Availability, Support & Changes

We aim for high availability and timely support. If we offer an SLA on your plan or order form, that SLA applies; otherwise, the Services are provided without uptime guarantees.

We may make changes to the Services (including adding, modifying, or removing features). For material changes, we will provide reasonable notice when practicable.

11. Security

We implement administrative, technical, and physical safeguards appropriate to the risk, including encryption in transit and at rest, access controls, and logging. We maintain incident response procedures and, where required by law, will notify you of security incidents.

12. Confidentiality

“Confidential Information” means non-public information disclosed by one party that is designated confidential or that a reasonable person would understand to be confidential. Each party will use the other’s Confidential Information only to perform under these Terms and will protect it using reasonable care. Exclusions include information that is public, independently developed, or lawfully obtained from a third party. If compelled by law to disclose Confidential Information, a party may do so after giving notice (if legally permitted).

13. Export & Sanctions Compliance

You represent that you are not subject to sanctions and will comply with applicable export, re-export, and sanctions laws. You will not use or permit use of the Services in violation of such laws.

14. Term, Suspension & Termination

• These Terms remain in effect while you use the Services.

• We may suspend or terminate access for material breach, non-payment, legal risk, or security concerns.

• You may terminate at any time; cancellation takes effect at the end of the current billing period unless otherwise agreed.

• Upon termination, your right to access the Services ceases. We will make Customer Data export available for a limited time where feasible.

• We may delete Customer Data after termination, subject to legal obligations and backup cycles.

15. Disclaimers

EXCEPT AS EXPRESSLY STATED, THE SERVICES AND ALL RELATED MATERIALS ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICES WILL BE ERROR-FREE, UNINTERRUPTED, OR MEET YOUR REQUIREMENTS.

16. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW: (A) NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, COVER, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, DATA, OR GOODWILL, EVEN IF ADVISED OF THE POSSIBILITY; AND (B) EACH PARTY’S TOTAL LIABILITY ARISING OUT OF OR RELATED TO THE SERVICES SHALL NOT EXCEED THE AMOUNTS PAID OR PAYABLE BY YOU TO US FOR THE SERVICES IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

The foregoing does not limit liability for death or personal injury caused by negligence, fraud, or where such limitation is not permitted by law.

17. Indemnification

You will defend, indemnify, and hold harmless Fruxon Inc. and its affiliates, officers, directors, and employees from and against any claims, losses, and expenses (including reasonable attorneys’ fees) arising from your use of the Services, Customer Data, or violation of these Terms or applicable law.

18. Governing Law & Dispute Resolution

These Terms are governed by the laws of your primary contracting jurisdiction (absent conflict-of-laws rules). Any disputes will be resolved in the competent courts of that jurisdiction, unless the parties agree to arbitration in a separate written agreement.

Each party irrevocably waives the right to participate in a class or representative action to the extent permitted by law.

19. Miscellaneous

• Assignment: You may not assign these Terms without our prior written consent; we may assign to an affiliate or in connection with a merger, acquisition, or sale of assets.

• Force Majeure: Neither party is liable for delays or failures due to events beyond reasonable control.

• Notices: Legal notices to us must be sent to the email below; we may notify you via your account email.

• Publicity: We may use your name and logo to identify you as a customer unless you opt out in writing.

• Order of Precedence: An executed order form or master agreement (if any) controls over these Terms.

• Severability & Waiver: If any provision is unenforceable, the remainder stays in effect; failure to enforce is not a waiver.

• Entire Agreement: These Terms constitute the entire agreement regarding the Services, superseding prior understandings.

• Survival: Provisions that by their nature should survive termination do so (e.g., fees, IP, confidentiality, warranty disclaimers, limitations, indemnities).

20. Contact

Questions about these Terms:

• Legal: legal@fruxon.com

• Billing: billing@fruxon.com