Terms of Service

Section 1 — Services

Axyion provides custom website design and development, AI workflow automation, digital marketing, reputation management, hosting, and related digital services. The specific scope of services for each client is described in a Statement of Work or project agreement entered into between Axyion and the client. These Terms apply to all services provided by Axyion unless superseded by a separate written agreement signed by both parties.

Axyion operates a client portal through which active clients may view project status, sign legal documents, manage billing, exchange files, and communicate with Axyion. Access to the client portal is a feature of active service engagement, not a standalone product.

Section 2 — Payment and Billing

Build fees for custom website projects are charged as a one-time payment due prior to project commencement or according to milestone schedules defined in the project agreement. Ongoing management, automation, and hosting services are billed on a monthly subscription basis as described in Section 3.

All payments are processed securely through Stripe, Inc. By providing payment information, you authorize Axyion to charge the applicable fees to your payment method on file. You may update or change your payment method at any time through the billing section of the client portal. All prices are listed and charged in United States Dollars (USD). Invoices are generated and delivered electronically through the client portal and via email.

Taxes: Fees are exclusive of taxes. You are responsible for all applicable sales, use, and similar taxes, except taxes on Axyion's net income.

Late payments and chargebacks: Past-due amounts may accrue a late fee of 1.5% per month or the maximum permitted by law, plus reasonable collection costs. If a payment fails, Axyion may retry the charge and suspend services until paid. You agree to contact Axyion to resolve any billing concern before disputing a charge; chargebacks on legitimately owed amounts are a breach. Axyion reserves the right to suspend services for accounts with outstanding balances exceeding 15 days past due.

Section 3 — Automatic Renewal and Cancellation

Monthly subscription services automatically renew each month on the same calendar date until cancelled. By subscribing, you affirmatively consent to this recurring monthly charge to your payment method on file until you cancel. You may cancel at any time through the billing section of the client portal. Cancellation stops future renewals; service continues through the end of the current paid billing period, with no further charges thereafter.

Section 4 — Refunds

One-time build fees are non-refundable once the project has entered active development, defined as the point at which Axyion has delivered an initial design or development milestone for client review. Prior to active development, build fee refunds are evaluated on a case-by-case basis at Axyion's sole discretion.

Axyion reserves the right to terminate services immediately for non-payment, violation of these Terms, or conduct Axyion reasonably determines to be harmful to its business or other clients. In such cases, no refund will be issued for fees already paid.

Section 5 — Electronic Signatures and Agreements

Axyion uses an electronic signature system within the client portal for executing Statements of Work and project agreements. By typing your full legal name in the designated signature field and clicking the confirmation button, you are providing a legally binding electronic signature and confirming that you have read and agree to the full contents of the document.

Electronic signatures executed through the Axyion client portal are legally binding under the Electronic Signatures in Global and National Commerce Act (ESIGN Act, 15 U.S.C. § 7001 et seq.) and the Uniform Electronic Transactions Act (UETA). Your signature constitutes your acknowledgment that you have read the full document, understand its terms, and agree to be bound by it.

Axyion records your typed name, the date and time of signing, your account identifier, and your IP address as part of the signature record. A copy of any executed document is accessible through your client portal at any time. You may request a copy delivered to your email by contacting hello@axyion.agency.

Section 6 — Client Portal Access and Team Members

Access to the client portal is granted exclusively to active clients of Axyion LLC by invitation. The primary account holder ("Account Owner") may invite up to five (5) authorized team members under role-based permissions. The Account Owner is responsible for: (a) ensuring each member is authorized to act on the client's behalf; (b) all activity under the account, including members' acts and omissions; (c) members' compliance with these Terms; and (d) promptly removing members who should no longer have access. Accounts may not otherwise be shared with anyone outside the Account Owner and authorized team members. Login credentials are personal and must not be shared.

Axyion reserves the right to suspend or terminate portal access immediately upon termination of the service relationship, non-payment of outstanding invoices exceeding 15 days past due, or violation of these Terms. Upon termination, client-uploaded files will be retained for 30 days before permanent deletion. Signed legal documents and Axyion-created deliverables will be retained per the data retention schedule referenced in Section 18. If you believe your account has been compromised, contact hello@axyion.agency immediately.

The portal includes a support channel for communicating with Axyion and an internal team-chat channel for communication among your invited team members. As described in our Privacy Policy, Axyion personnel and systems may access, monitor, and review messages sent through both channels for support, security, abuse investigation, and legal compliance. Do not use portal messaging to share information you do not wish Axyion to be able to access.

Section 7 — Acceptable Use

You agree not to use the portal or services to: (a) violate any law; (b) upload or transmit infringing, unlawful, defamatory, or harmful material; (c) introduce malware or gain unauthorized access; (d) probe, scan, reverse-engineer, scrape, or disrupt the portal; or (e) use the email integration to send spam or any message violating the CAN-SPAM Act, anti-spam laws, or the email provider's policies. Axyion may suspend access for violations.

Section 8 — Intellectual Property

Upon receipt of full payment for a completed project, the client receives full ownership of the final deliverable files, including all custom code, design assets, and content created specifically for that project. Ownership transfers only upon payment in full.

Notwithstanding transfer of the deliverable, Axyion retains all rights in its pre-existing materials and general-purpose tools, including reusable code libraries, frameworks, components, templates, and methodologies ("Axyion Materials"). To the extent Axyion Materials are incorporated into a deliverable, Axyion grants the client a perpetual, worldwide, non-exclusive license to use them as part of that deliverable. The Axyion client portal and all related software (including app.axyion.agency) remain Axyion's exclusive property; clients receive a limited, non-exclusive, non-transferable, revocable license to use the portal during their active engagement. Any feedback you provide about the portal may be used by Axyion without restriction.

Axyion retains the right to display completed work in its portfolio, website, case studies, and marketing materials unless the client requests otherwise in writing prior to project completion. Third-party assets incorporated into a project, including fonts, stock photography, and licensed software, remain subject to their respective license agreements. Axyion is not responsible for client violations of third-party licenses.

Section 9 — Confidentiality

Each party may receive the other's non-public information ("Confidential Information"), including business plans, pricing, client lists, strategies, account credentials, and Axyion's proprietary methods. Each party will use it only to perform under or benefit from these Terms and protect it with at least reasonable care. It excludes information that is public through no fault of the receiver, independently developed, or rightfully obtained from a third party. Disclosure compelled by law is permitted with reasonable prior notice where allowed. These obligations survive termination for three (3) years, and indefinitely for trade secrets.

Section 10 — Client Responsibilities

Clients are responsible for providing accurate and complete information necessary to complete the project, including brand assets, copy, and timely feedback at each review milestone. Project timelines are contingent on client responsiveness. Delays caused by client inaction do not extend Axyion's delivery obligations beyond a reasonable accommodation period.

Clients are responsible for ensuring that any content, images, or materials provided to Axyion do not infringe upon the intellectual property rights of any third party. Clients are also responsible for obtaining any necessary licenses, permits, or authorizations required for their website content or business operations.

Section 11 — Email Integration

The Axyion client portal offers an optional email integration feature that allows clients to connect a Gmail or Microsoft Outlook account via OAuth 2.0. This integration is entirely voluntary and is not required to access any core portal functionality. By connecting an email account, you authorize Axyion's portal infrastructure to send emails on your behalf using your connected account and to display your sent and received messages within the portal interface. Our use of Microsoft Outlook data complies with the Microsoft APIs Terms of Use; our use of Google data is governed by the Google User Data and Limited Use section of our Privacy Policy.

Axyion does not store the content of your emails on its servers. OAuth access tokens are stored using AES-256 encryption and are used solely to facilitate the email features you enable within the portal. Axyion does not sell, share, or use your email data for any purpose other than operating the portal features you have chosen to activate.

You may disconnect your email integration at any time through the portal settings. Upon disconnection, all stored OAuth credentials associated with your account will be permanently deleted. Disconnecting your email integration does not affect your active service agreement or other portal functionality.

Section 12 — Ad Campaign Management

Axyion offers optional paid advertising management services through which Axyion may create, manage, and optimize ad campaigns on behalf of clients across platforms including Google Ads, Meta (Facebook and Instagram), and TikTok. By enabling ad management services, you authorize Axyion to access your connected ad accounts solely for the purpose of campaign management.

Ad spend is charged directly to the client's payment method on file with each respective platform. Axyion is not responsible for ad spend costs, overage charges, or any charges incurred on the client's behalf through third-party advertising platforms. Axyion charges a 15% agency management fee on total ad spend, billed monthly through the client portal. For this purpose, "total ad spend" means the aggregate amount charged by the advertising platforms to the client's payment method for campaigns managed by Axyion during the applicable billing month, excluding taxes and platform fees.

Axyion does not guarantee any particular advertising performance or return on investment (see the Disclaimer of Warranties in Section 15). Axyion is not liable for wasted ad spend, click fraud, or platform billing errors. The client retains full ownership of all creative assets, audience data, and campaign history. Axyion will not use client ad account data for any purpose other than managing the client's campaigns. Clients may disconnect their ad accounts at any time through the client portal, which immediately revokes Axyion's access. Upon termination of ad management services, active campaigns are paused and the client assumes control of the connected ad accounts.

Section 13 — Third-Party Platform Compliance

Clients are responsible for ensuring that all advertising content submitted to Axyion complies with the advertising policies of the relevant platforms, including but not limited to Meta's Advertising Standards, Google's Advertising Policies, and TikTok's Advertising Policies. Axyion will not knowingly publish advertising content that violates platform policies, and reserves the right to decline to publish content it determines may be in violation.

Axyion is not liable for ad rejection, account suspension, or platform penalties resulting from client-provided content or from platform policy changes outside Axyion's control.

Section 14 — Referral Program

Axyion may offer a referral program in which an active client ("Referrer") who refers a new business that becomes a paying client ("Referred Client") earns a recurring discount on the Referrer's monthly invoice. Terms: the discount applies only while both parties maintain active, paid subscriptions in good standing; it begins after the Referred Client's first successful payment, applied as a credit to the Referrer's next eligible invoice; if the Referred Client cancels, fails to pay, is refunded, or charges back, the corresponding discount is revoked; referrals must be genuine, arm's-length new businesses (self-referrals, referrals of existing clients, and fraudulent, duplicate, or abusive referrals are void); discounts have no cash value, are non-transferable, and cannot be exchanged for cash; the Referrer is responsible for any taxes on discounts; Axyion may limit the number or total value of referral discounts per account; and Axyion may modify, suspend, or terminate the program, or revoke any discount obtained in violation, at any time.

SECTION 15 — DISCLAIMER OF WARRANTIES

THE SERVICES AND PORTAL ARE PROVIDED "AS IS" AND "AS AVAILABLE." TO THE MAXIMUM EXTENT PERMITTED BY LAW, AXYION DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND DOES NOT WARRANT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE. AXYION DOES NOT GUARANTEE ANY PARTICULAR RESULTS, INCLUDING SEARCH-ENGINE RANKINGS, ADVERTISING PERFORMANCE, RETURN ON AD SPEND, LEAD VOLUME, CONVERSION RATES, OR UPTIME. RESULTS DEPEND ON FACTORS OUTSIDE AXYION'S CONTROL, INCLUDING THIRD-PARTY PLATFORM ALGORITHMS, POLICIES, AND OUTAGES.

Section 16 — Limitation of Liability

To the maximum extent permitted by applicable law, Axyion's total liability to the client for any claim arising out of or relating to these Terms or the services shall not exceed the total fees paid by the client to Axyion in the three months immediately preceding the claim.

Axyion shall not be liable for any indirect, incidental, consequential, punitive, or special damages, including loss of revenue, loss of profits, or loss of data, even if Axyion has been advised of the possibility of such damages.

Axyion is not responsible for the content, security, or availability of any third-party services connected to the portal, including but not limited to Gmail, Stripe, Google Ads, Meta, and TikTok.

Section 17 — Indemnification

The client agrees to indemnify, defend, and hold harmless Axyion LLC and its members, managers, employees, and contractors from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to the client's use of the services, violation of these Terms, or infringement of any third-party rights.

Indemnification procedure: the party seeking indemnity will give the indemnifying party prompt written notice of the claim; the indemnifying party will control the defense and settlement of the claim (provided no settlement imposes any obligation or admission on the other party without its consent); and the other party will reasonably cooperate at the indemnifying party's expense.

Axyion will indemnify the client against third-party claims that an original deliverable created by Axyion, as delivered and used as intended, infringes that third party's intellectual property rights, subject to the same procedure above and to the limitations in Section 16.

Section 18 — Data Retention

Axyion retains client data in accordance with the canonical data retention schedule set out in our Privacy Policy, which governs retention periods for account and project records, support-channel and team-chat messages, client-uploaded files, signed agreements, analytics data, OAuth tokens, email content, and payment information. Clients may request a copy of their retained data by contacting hello@axyion.agency. Certain data may be retained beyond those periods where required by law, regulation, or ongoing legal proceedings.

Section 19 — Governing Law and Dispute Resolution

These Terms are governed by and construed in accordance with the laws of the State of Oklahoma, without regard to its conflict of law provisions. Any dispute arising out of or relating to these Terms or the services that cannot be resolved through good-faith negotiation shall be resolved by binding arbitration in Tulsa County, Oklahoma, in accordance with the American Arbitration Association's Commercial Arbitration Rules. Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in any court of competent jurisdiction.

To the maximum extent permitted by law, disputes will be resolved only on an individual basis. You and Axyion waive any right to bring or participate in a class, collective, consolidated, or representative action, and waive any right to a jury trial. The arbitrator may not consolidate claims or preside over any representative or class proceeding. Claims must be brought within one (1) year of accrual.

Section 20 — Severability

If any provision of these Terms is held invalid or unenforceable, that provision will be modified to the minimum extent necessary to make it enforceable, or if it cannot be, severed, and the remaining provisions will remain in full force and effect. If the class-action or jury-trial waiver in Section 19 is held unenforceable as to a particular claim, that claim will be severed and brought in court, but the rest of the arbitration agreement will remain in effect.

Section 21 — Force Majeure

Axyion is not liable for any delay or failure to perform caused by events beyond its reasonable control, including acts of God, natural disasters, war, terrorism, civil unrest, labor disputes, governmental action, internet or utility failures, third-party platform outages, or other force majeure events.

Section 22 — Assignment

The client may not assign or transfer these Terms or any rights or obligations under them without Axyion's prior written consent. Axyion may assign these Terms in connection with a merger, acquisition, reorganization, or sale of all or substantially all of its assets. These Terms bind and benefit the parties and their permitted successors and assigns.

Section 23 — Notices

Notices to Axyion must be sent to hello@axyion.agency. Notices to the client may be sent to the email address associated with the client's account or delivered through the client portal. Notices are deemed given when sent, absent indication of delivery failure.

Section 24 — Survival

The following provisions survive termination or expiration of these Terms: Intellectual Property, Confidentiality, Limitation of Liability, Disclaimer of Warranties, Indemnification, Governing Law and Dispute Resolution, and any accrued payment obligations, along with any other provision that by its nature should survive.

Section 25 — Independent Contractor

Axyion performs the services as an independent contractor. Nothing in these Terms creates a partnership, joint venture, agency, franchise, or employment relationship between the parties, and neither party may bind the other.

Section 26 — No Waiver

No failure or delay by either party in exercising any right under these Terms operates as a waiver of that right, and no single or partial exercise of any right precludes any further exercise of it. A waiver is effective only if in writing and signed by the waiving party.

Section 27 — No Third-Party Beneficiaries

These Terms are for the sole benefit of Axyion and the client and do not create any rights enforceable by any third party.

Section 28 — Headings

Section headings are for convenience only and do not affect the interpretation of these Terms.

Section 29 — Modifications

Axyion reserves the right to update these Terms at any time. We will notify active clients of material changes via email and by posting the updated Terms on our website with a revised Last Updated date. Continued use of our services after such notice constitutes acceptance of the updated Terms.

Section 30 — Entire Agreement

These Terms, together with any signed Statement of Work or project agreement, constitute the entire agreement between Axyion and the client with respect to the subject matter hereof and supersede all prior negotiations, representations, or agreements, whether written or oral. If a signed Statement of Work conflicts with these Terms, the Statement of Work controls for that engagement.

Section 31 — Contact

For questions regarding these Terms of Service, contact AXYION LLC at hello@axyion.agency or (918) 416-8951.