1. General acceptance and definitions
1.1 Acceptance. By using the Service or ordering deliverables, you agree to these Terms and our Privacy Policy. If you do not agree, you may not use the Service.
1.2 Definitions. “Service” means the software, bots (including Axentra Bot where applicable), websites, features, and related platform services. “Deliverables” means custom work created for you (websites, apps, scripts, bots). “SOW” means the statement of work or official quote for a specific project.
2. User conduct and account security
2.1 Your responsibility. You are responsible for account security, passwords, and third-party authentication tokens. Axentra is not liable for unauthorized use of your account.
2.2 Prohibited content. You must not upload or share content that is unlawful, defamatory, or infringes others’ intellectual property.
2.3 Termination. Axentra may suspend or terminate access for violations of these Terms or applicable law.
3. Custom development and project management
3.1 Upfront payment. Custom work typically requires a minimum of fifty percent (50%) of the estimated total before work begins, unless otherwise stated in writing.
3.2 Scope. Deliverables follow the written specifications in the SOW. After an order is placed and payment processed, scope changes may require a new agreement.
3.3 Acceptance period. Upon delivery, you have a thirty-six (36) hour window to report material deviations from the SOW; fixes for those deviations are covered as agreed in writing.
3.4 Deemed acceptance. If you do not report issues within that period, the deliverable may be deemed accepted and any final payment may become due as stated in your agreement.
3.5 Late payment. Unpaid balances may incur late fees and may result in withholding deliverables or suspension of services until resolved.
4. Intellectual property and ownership
4.1 Axentra property. The Service, underlying tools, libraries, and general methods remain Axentra’s property unless expressly transferred in writing.
4.2 Deliverable transfer. IP for specific custom deliverables transfers as stated in your SOW, typically upon full payment unless otherwise agreed.
4.3 Portfolio. Axentra may showcase completed work in marketing and portfolios unless you request otherwise in writing before delivery.
5. Client content, liability, and indemnification
5.1 Your content. You warrant that materials you provide are lawful and that you have rights to use them.
5.2 Disclaimer. Axentra is not responsible for legal claims arising solely from client-provided materials.
5.3 Indemnity. You agree to indemnify Axentra against claims arising from your use of the Service, your content, or breach of these Terms, to the extent permitted by law.
5.4 Cooperation. Axentra may cooperate with lawful investigations where required.
6. Disclaimers, liability, and disputes
6.1 Warranties. THE SERVICE AND DELIVERABLES ARE PROVIDED “AS IS” AND “AS AVAILABLE,” TO THE MAXIMUM EXTENT PERMITTED BY LAW.
6.2 Limitation of liability. Axentra is not liable for indirect or consequential damages. Total liability for any claim is limited to amounts you paid to Axentra in the twelve (12) months before the claim, except where law prohibits such caps.
6.3 Third-party platforms. Axentra is not responsible for Discord, Roblox, or other platforms’ availability or policies.
6.4 Force majeure. Neither party is liable for failure caused by events beyond reasonable control.
6.5 Governing law. These Terms are governed by the laws of the State of Florida, USA.
6.6 Arbitration. Disputes may be resolved by binding arbitration with the American Arbitration Association in Florida or by teleconference, as further described in any written agreement with you.
6.7 Class action waiver. You agree to bring claims only in an individual capacity, not as a class representative, where enforceable.
7. General
7.1 Privacy. Your use is also governed by our Privacy Policy.
7.2 Severability. If any provision is invalid, the remainder stays in effect.
7.3 Survival. Sections on IP, indemnity, and limitations may survive termination.