Uriel 4.0^™ Terms and Conditions

1. Accepting These Terms

1.1 How you accept. You accept these Terms when you sign an order form or pricing sheet that refers to them, click to accept them, or sign in to and use the Service, whichever happens first.

1.2 Authority. The person accepting these Terms for a business confirms that they have the authority to bind that business. If they do not have that authority, they must not accept these Terms or use the Service.

1.3 Order documents. Your order form, pricing sheet, or similar document from Axiom (an "Order") lists your plan, fees, and any special terms. If an Order conflicts with these Terms, the Order controls for that specific point. Any such conflicting term must be expressly approved by Axiom management.

1.4 Related policies. These Terms include, by reference, the Acceptable Use rules in Section 6 and any feature-specific terms we give you in writing. Our Privacy Policy is a separate document that explains our data practices.

2. Eligibility and Accounts

2.1 Business use only. The Service is for businesses and organizations, not for personal, family, or household use. Every user must be at least 18 years old.

2.2 Invitation only. Clients join by invitation from Axiom or from an authorized distributor or reseller. We may decline any invitation request or sign-up.

2.3 Organizations and users. Each Client has an organization account. You may give individual user accounts to your employees and contractors ("Authorized Users"). You are responsible for:

• who you invite and what access each person has;
• keeping user lists current, and removing people who should no longer have access;
• everything done through your organization's accounts, including by Authorized Users; and
• making sure your Authorized Users follow these Terms.

2.4 Account security. Keep sign-in details private. Do not share accounts. Tell us promptly at notifications@axiomaisolutions.tech if you suspect someone has gained access without permission.

2.5 Accurate information. Give us accurate, current information when you sign up, and keep it up to date.

3. What Uriel Does

3.1 Overview. Uriel 4.0^™ is a web application for small businesses. Your users sign in and chat with Uriel. Uriel answers using AI models. By default it uses xAI's Grok models. If you ask, and supply your own API key, Uriel can use models from Anthropic or OpenAI instead.

3.2 Handing off tasks. For larger work, Uriel can pass tasks to the AI assistant you have connected to your account. That assistant does the work and returns results and drafts to Uriel so you can review them.

3.3 Your approval comes first. Uriel does not send messages, publish content, or take outside actions in your name until you approve. You decide what happens with every draft and result. Once you approve something, you are responsible for it and for what follows from it.

3.4 Optional and future features. Some features are optional, and some are not yet available. These include website publishing, AI phone answering, and in-app voice chat. Features may be offered at different times, on different plans, or for added fees. When a feature becomes available, we may give you extra terms for it. Those extra terms will apply to that feature along with these Terms. Early, beta, or preview features are offered "as is" for you to try. They may change or be withdrawn.

3.5 Setup and management. Axiom provides setup and ongoing management of the Service as described in your Order.

4. AI Output: Important Limits

4.1 AI can be wrong. Uriel's answers, drafts, and results ("Output") come from AI systems that work by prediction. Output may be wrong, incomplete, out of date, biased, or unsuitable for your purpose. It may sound confident when it is wrong. Output may also be similar to what other people receive.

4.2 You review before you use. Before you use, rely on, send, publish, or act on any Output, a person on your team must review it and decide whether it is accurate and appropriate. This applies most of all to anything that goes to customers or the public, involves money, makes commitments, or affects someone's rights.

4.3 Not professional advice. Output is not legal, tax, accounting, financial, medical, insurance, or other professional advice. Check with a qualified professional before making decisions in those areas.

4.4 No high-stakes automated decisions. Do not use the Service to make decisions on its own about people's employment, credit, housing, insurance, education, health care, legal status, or similar matters. Uriel can help you prepare information, but a person must make those decisions.

4.5 Approval tools are aids. The approval steps in Uriel are there to help you stay in control. They cannot catch every mistake. Approving something means you have chosen to go ahead with it.

4.6 AI disclosure. Some laws or platforms require you to say when content was created with AI, or when a customer is talking with an AI system (for example, on a phone line). You are responsible for making those disclosures where required.

5. Your Responsibilities

You agree to:

• use the Service only for lawful business purposes and as these Terms allow;
• have every right and permission you need for the content, data, accounts, and connected services you bring into Uriel;
• review and approve Output as described in Section 4;
• give any required notices and get any required consents from your customers, callers, website visitors, and others whose information you put into the Service. If you use phone answering, call recording, transcription, or voice features, this includes complying with laws that require consent from everyone on a call;
• set up user access, connected services, and usage settings in a way that suits your business;
• follow the terms of any third-party service you connect, including your AI provider; and
• keep your own backups of anything important to you.

6. Acceptable Use

6.1 What is not allowed. You and your Authorized Users must not use the Service to, or help anyone else to:

• break any law or regulation, or encourage someone else to;
• send spam or unwanted bulk messages, or carry out phishing, fraud, scams, or deceptive marketing;
• impersonate any person or business, or hide the fact that content or a conversation is AI-generated where disclosure is required;
• harass, threaten, stalk, defame, or discriminate against anyone;
• infringe or misuse anyone's intellectual property, privacy, or publicity rights;
• create or share content that sexually exploits minors, or any content that is illegal where it is used;
• forge or falsify documents, records, reviews, endorsements, or identities;
• take actions on behalf of other people without their authority;
• operate in a regulated field (such as financial, legal, or health services) without following the rules for that field;
• upload malware, or probe, attack, overload, or disrupt the Service or anyone's systems;
• get around usage caps, security measures, or safety controls, including by "jailbreaking" or prompt injection;
• copy, resell, sublicense, or reverse engineer the Service, or use it to build a competing product, except where we agree in writing or the law clearly allows it;
• access the Service through bots, scripts, or other automated means we have not approved; or
• break the usage rules of any AI provider or other third-party service connected to Uriel.

6.2 Sensitive data. Do not put the following into the Service unless we have agreed in writing that your setup supports it: payment card numbers, Social Security numbers, health information covered by HIPAA, or other highly sensitive personal data.

6.3 Enforcement. If we reasonably believe a use breaks this Section, we may remove content, block a request or task, or suspend access as described in Section 14.

7. Your Data and Privacy

7.1 What "Client Data" means. "Client Data" is everything you or your Authorized Users put into the Service, plus the Output generated for you. It includes chats, files, prompts, business information, connected-account content, drafts, and results.

7.2 How we use Client Data. We use Client Data only to provide, secure, support, and maintain the Service for you, to follow the law, and as described in our Privacy Policy. Axiom may use Client Data, in de-identified or aggregate form, to improve the Service.

7.3 Sharing with service providers. To run the Service, Client Data passes through, or is stored with, service providers we rely on. These include hosting providers, the AI provider you use, and your connected AI assistant. We share only what is needed to run the Service.

7.4 Security. We use reasonable technical and organizational safeguards to protect Client Data. API keys you give us are stored encrypted. No system is completely secure, and we cannot promise that no unauthorized access will ever happen. If we learn of a security incident affecting your Client Data, we will notify you within 24 hours of discovery and as the law requires.

7.5 Personal information. If Client Data includes personal information about your customers or others, you are responsible for having a lawful basis to collect it and share it with us. A data processing addendum may be offered with Axiom management approval.

7.6 Retention and deletion. We keep Client Data while your account is active. After your account ends, we keep it for a period of 7 days and then delete it, unless the law requires us to keep it longer. During a period of 7 days after termination, you may ask us to export your Client Data.

7.7 Privacy Policy. Our Privacy Policy at www.axiomaisolutions.tech/privacy explains in more detail what we collect, why, who we share it with, and the choices you have. It is a separate document from these Terms.

8. Third-Party AI Providers and Connected Services

8.1 Outside providers. Uriel relies on AI models run by other companies. By default this is xAI (Grok). If you choose, Anthropic or OpenAI. Your connected AI assistant is also a third-party service. These companies are not part of Axiom. Their own terms and policies govern their services.

8.2 Their terms apply to you. When you use a provider through Uriel, especially with your own API key, you must follow that provider's terms, usage policies, and data rules. You are responsible for checking how each provider handles data you send it.

8.3 No control over them. We do not control third-party services. We are not responsible for their availability, accuracy, security, pricing, data handling, or changes to their models or terms. A provider may change or discontinue a model or feature, and that may affect how Uriel works.

8.4 Your authorization. When you connect an account or service to Uriel, you authorize Uriel and your connected assistant to access that service and exchange data with it as needed to carry out your requests. You confirm that you have the right to grant that access.

9. API Keys and AI Usage Costs

9.1 Bring your own key. You may give Uriel your own API keys for supported AI providers. If you do, the provider bills you directly for that usage, and you are responsible for those charges. You must keep your provider account in good standing.

9.2 Key storage. We store API keys encrypted and use them only to run the Service for you. You can replace or remove a key at any time by asking Uriel 4.0^™ to instruct you how, or to complete the procedure for you, at your discretion. If you think a key has been exposed, revoke it with the provider right away and let us know.

9.3 Usage caps. The Service has monthly usage caps. Your caps are as stated in your Order. When you reach a cap, Uriel may slow down, pause, or limit requests until the next month or until the cap is changed.

9.4 Usage without your own key. Axiom may provide AI service without a client-supplied key on a custom request basis only.

9.5 Our role in usage costs. Usage caps are tools to help you manage costs. You remain responsible for watching your provider accounts and any limits you set there. Except where we caused it through our own error, we are not responsible for charges a third-party provider bills to your key.

10. Fees, Billing, Cancellation, and Refunds

10.1 Fees. You agree to pay the setup fee and the monthly management fee shown in your Order or our current pricing sheet, and the fees for custom features listed in your Order.

10.2 Billing. Payments may be made by credit card, wire transfer, company check, or cash. Payment is due prior to use of Uriel 4.0^™. Fees do not include taxes. You are responsible for applicable taxes other than taxes on Axiom's income.

10.3 Renewal. Monthly Service renews automatically unless canceled prior to the due date. When you accept and pay an Order online, you are charged the setup amount due now plus the first month of Monthly Service. After that, the Monthly Service total in your Order is charged automatically to the same payment method every month, starting one month after your first payment, until the service is canceled.

10.4 Late payment. If a payment is late, we may suspend the Service without notice.

10.5 Price changes. We may change prices with at least 7 days' notice. The new prices apply from your next billing period after the notice period ends. If you do not agree, you may cancel before the change takes effect.

10.6 Cancellation. You may cancel by emailing the reason for cancellation to notifications@axiomaisolutions.tech. Cancellation takes effect when the current billing cycle ends.

10.7 Refunds. There are no refunds unless expressly approved in writing by Axiom management. This does not limit any refund the law requires.

10.8 Clients from distributors or resellers. If a distributor or reseller referred you or sells to you, your Order will say who bills you and who handles payment questions. A distributor or reseller is not Axiom's agent. It cannot change these Terms or make promises for Axiom unless Axiom agrees in writing.

10.9 Accepted Orders are locked. Once you accept an Order, its items and prices are locked and cannot be edited. Any change is made through a new or revised Order, which takes effect only after you accept it.

11. Intellectual Property

11.1 You own your content and outputs. As between you and Axiom, you own your Client Data, including the Output generated for you. We claim no ownership of it. Third-party AI providers' terms may also address ownership of outputs, and these Terms do not change those terms. Because AI output is not always unique, others may receive similar output, and your rights do not extend to their material. Copyright and other protection for AI-generated material is unsettled, and we cannot promise any particular level of protection.

11.2 Permission you give us. You give Axiom a limited, non-exclusive, worldwide, royalty-free permission to host, copy, process, transmit, and display Client Data, only as needed to provide, secure, and support the Service for you and to comply with the law. This permission ends when your Client Data is deleted under Section 7.6.

11.3 What Axiom owns. Axiom and its licensors own the Service, including the Uriel name, software, designs, prompts, workflows, and documentation, along with improvements to them. These Terms give you a limited right to use the Service during your subscription. They do not transfer ownership of any of it to you. Third-party AI models and services remain the property of their owners.

11.4 Feedback. If you send us ideas or suggestions about the Service, we may use them freely and without owing you anything. We will not identify you publicly as their source without your permission.

11.5 Usage information. We may collect technical and usage information about how the Service runs, such as performance, errors, and feature usage. We use it to operate, secure, and improve the Service. We will not use it to identify you to others, and it does not include the content of your Client Data.

12. Confidentiality

12.1 What is confidential. "Confidential Information" is non-public information one party shares with the other that is marked confidential or that a reasonable person would see as confidential. Your Client Data is your Confidential Information. Axiom's non-public pricing, software, and product plans are Axiom's Confidential Information.

12.2 Protecting it. Each party will use the other's Confidential Information only to carry out these Terms. Each party will protect it with at least reasonable care. Each party will share it only with employees, contractors, and service providers who need it for that purpose and who must keep it confidential.

12.3 Exceptions. Information is not confidential if it is or becomes public through no fault of the receiving party, was already known to the receiving party, is received lawfully from someone else, or is developed independently. A party may disclose Confidential Information when the law or a court requires it. Where allowed, that party will give the other party notice first.

12.4 Duration. These duties last while you use the Service and for 2 years afterward. For trade secrets, they last as long as the information remains a trade secret.

13. Availability, Support, and Changes to the Service

13.1 Availability. We work to keep the Service available and running well. However, it may sometimes be unavailable for maintenance, updates, problems with third-party providers or hosting, or events outside our control. Unless your Order says otherwise, we do not guarantee any specific uptime.

13.2 Support. Support is available through your Uriel 4.0^™ UI.

13.3 Changes. We may add, change, or remove features. We may also change which AI models are supported. If a change materially reduces the core features you pay for, we will give you reasonable notice. You may then cancel and may receive credit toward offered options.

13.4 Discontinuing the Service. If we stop offering Uriel entirely, we will give you at least 7 days' notice. We will refund prepaid fees for any period after the shutdown, and you will have a chance to export your Client Data.

14. Suspension and Termination

14.1 Your right to end. You may stop using the Service and cancel as described in Section 10.6.

14.2 Suspension. We may suspend all or part of your access, or a specific user's access, if we reasonably believe that:

• you or an Authorized User has broken these Terms, including the Acceptable Use rules;
• there is a security risk or a risk of harm to you, Axiom, or anyone else;
• payment is overdue as described in Section 10.4; or
• the law, or an AI provider's requirements, make suspension necessary.

When practical, we will tell you before we suspend and give you a chance to fix the problem. We will restore access once the problem is resolved.

14.3 Termination by Axiom. We may end these Terms and your access:

• if you materially break these Terms and do not fix it within 10 days after we notify you;
• right away, for serious misuse such as illegal activity or a security threat; or
• for any other reason, with at least 24 hours' notice. In that case we will refund prepaid fees for the period after termination.

14.4 What happens at the end. When these Terms end, your right to use the Service stops. You must pay any fees you owe up to the end date. We will handle export and deletion of your Client Data as described in Section 7.6. Sections that by their nature should continue, such as ownership, confidentiality, disclaimers, limitation of liability, indemnity, and governing law, remain in effect.

15. Disclaimer of Warranties

TO THE FULLEST EXTENT THE LAW ALLOWS, THE SERVICE, ALL OUTPUT, AND ALL TASKS CARRIED OUT THROUGH CONNECTED ASSISTANTS OR THIRD-PARTY SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." AXIOM MAKES NO WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY. THIS INCLUDES WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, AND UNINTERRUPTED OR ERROR-FREE OPERATION. AXIOM DOES NOT WARRANT THAT OUTPUT WILL BE ACCURATE, COMPLETE, OR SUITABLE FOR YOUR NEEDS. AXIOM MAKES NO WARRANTY ABOUT ANY THIRD-PARTY AI PROVIDER OR CONNECTED SERVICE. YOU USE OUTPUT AT YOUR OWN RISK AND ARE RESPONSIBLE FOR REVIEWING IT BEFORE YOU USE IT.

16. Limitation of Liability

16.1 No indirect damages. TO THE FULLEST EXTENT THE LAW ALLOWS, NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR LOST PROFITS, LOST REVENUE, LOST BUSINESS OR GOODWILL, LOST DATA, OR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES ARISING FROM THESE TERMS OR THE SERVICE. THIS APPLIES EVEN IF THE PARTY WAS TOLD SUCH DAMAGES WERE POSSIBLE.

16.2 Cap on liability. TO THE FULLEST EXTENT THE LAW ALLOWS, AXIOM'S TOTAL LIABILITY FOR ALL CLAIMS RELATING TO THESE TERMS OR THE SERVICE WILL NOT EXCEED $5,000.00.

16.3 Approved actions and third parties. Axiom is not liable for the results of Output that you or your Authorized Users approved, used, sent, or published. Axiom is also not liable for the acts, failures, charges, or data practices of third-party AI providers or connected services. This does not apply to the extent the harm was directly caused by Axiom's gross negligence or willful misconduct.

16.4 Client instructions. You alone are responsible for the instructions, requests, and prompts you or your Authorized Users give Uriel, and for any use of Uriel for illegal, fraudulent, deceptive, harassing, or otherwise improper purposes. Axiom does not direct, approve, or endorse how you use the Service and is not liable for any such use or its consequences. Uriel may refuse requests that appear illegal or harmful, but its failure to refuse does not make Axiom responsible.

16.5 Misuse, unauthorized access, and hacking. Axiom is not liable for any loss, damage, or cost caused by: (a) misuse of the Service by you, your Authorized Users, or anyone using your accounts or credentials; (b) unauthorized access to your accounts resulting from lost, shared, weak, or stolen passwords, API keys, or devices, or from your failure to follow Section 2.4; (c) hacking, viruses, malware, phishing, denial-of-service attacks, or other criminal acts of third parties, including attacks on our hosting or AI providers, so long as Axiom used the reasonable safeguards described in Section 7.4; or (d) your use of the Service in violation of these Terms or the law. This does not apply to the extent the harm was directly caused by Axiom's gross negligence or willful misconduct.

16.6 Events beyond our control. Axiom is not responsible for delays or failures caused by events beyond its reasonable control, including outages or changes at hosting, internet, or AI providers, power failures, cyberattacks, natural disasters, hurricanes, government action, or labor disputes.

16.7 Exceptions. The limits in this Section do not apply to any liability that the law does not allow to be limited.

16.8 Why these limits matter. The fees for the Service reflect the risk allocation in these Terms. The limits apply whether a claim is based on contract, tort (including negligence), statute, or any other theory.

17. Indemnity

17.1 Your indemnity. You will defend Axiom and its founder, employees, and contractors against claims brought by third parties, and pay resulting losses, damages, fines, and reasonable attorneys' fees, to the extent the claims arise from:

• your Client Data, or your use of Output, including anything you approved, sent, or published;
• your or your Authorized Users' breach of these Terms or of the law; or
• your use of third-party AI providers or connected services, including your breach of their terms.

17.2 Axiom's indemnity. Axiom will not defend Clients against third-party claims that the unmodified Uriel software infringes someone's intellectual property.

17.3 Process. The party seeking protection must promptly notify the other party of the claim. It must let the other party control the defense and settlement, and must reasonably cooperate. No settlement may impose obligations on the protected party without its consent, which it will not unreasonably withhold.

18. Governing Law and Disputes

18.1 Florida law. These Terms are governed by the laws of the State of Florida and applicable federal law of the United States. Florida's conflict-of-law rules do not apply.

18.2 Informal resolution first. Before starting a formal proceeding, the party with a concern will send written notice to the other. Both parties will try in good faith to resolve it within 30 days.

18.3 Venue. Any lawsuit relating to these Terms or the Service must be brought in the state courts located in Citrus County, Florida, or the United States District Court for the Middle District of Florida, Ocala Division. Each party consents to the jurisdiction of those courts.

18.4 Arbitration and class actions. Disputes will be resolved by binding arbitration according to the rules and laws of Citrus County, Florida.

18.5 Urgent relief. Either party may ask a court for an injunction or other urgent relief to protect its confidential information or intellectual property.

19. Changes to These Terms

19.1 Updates. We may update these Terms from time to time. We will post the updated version and change the "Last updated" date.

19.2 Notice of important changes. If a change materially affects your rights or obligations, we will give you at least 30 days' notice by email or in the app before it takes effect. If you do not agree, you may cancel before the change takes effect. Continuing to use the Service after that date means you accept the change.

19.3 Earlier data stays protected. An update will not reduce the protections in these Terms for Client Data you provided before the update, unless you agree.

20. General Terms

20.1 Entire agreement. These Terms, your Order, and any feature-specific terms we give you in writing are the whole agreement about the Service. They replace earlier discussions on the same subject.

20.2 Assignment. You may not transfer these Terms without our written consent. We may transfer them as part of a sale, merger, or reorganization of our business if we give you notice.

20.3 Severability and waiver. If a court finds part of these Terms unenforceable, the rest stays in effect. Not enforcing a right at one time does not waive it.

20.4 Events outside our control. Neither party is responsible for delays caused by events beyond its reasonable control. Examples include natural disasters, severe weather, power or internet outages, or outages at hosting or AI providers. This does not excuse payment obligations.

20.5 Independent parties. The parties are independent contractors. These Terms do not create a partnership, employment relationship, or agency relationship.

20.6 Export and sanctions. You will follow U.S. export control and sanctions laws when using the Service. You will not use or allow use of the Service in, or by people in, sanctioned countries, or by persons on U.S. restricted-party lists.

20.7 Notices. We may send notices to the email address on your account or through the app. You may send notices to us at notifications@axiomaisolutions.tech.

21. Contact Us

Questions about these Terms or the Service:

Axiom AI Solutions LLC
Founder: William "Bill" Histed
11665 West Brightwater Court
Homosassa, FL 34448-4303, USA

Email: notifications@axiomaisolutions.tech
Website: axiomaisolutions.tech