Terms of Service

These Terms of Service ("Terms") govern your access to and use of the digital infrastructure services, website, and platforms provided by VOLEX-INC ("Company," "we," "us"). By accessing our services, you agree to be bound by these Terms. If you do not agree, do not use our services.

1. Definitions

"Services" means VOLEX-INC's managed cloud infrastructure, enterprise API integration, IoT data pipeline, and related digital infrastructure services as described in your applicable Statement of Work (SOW) or Order Form.
"Client" or "You" means the enterprise entity that has agreed to these Terms and any applicable SOW.
"Agreement" means these Terms together with any applicable SOW, Order Form, and Data Processing Agreement.

2. Scope of Services

VOLEX-INC will provide the Services as specified in the applicable SOW. All Services are delivered on a managed, as-a-service basis. We reserve the right to update or modify the technical implementation of any Service, provided such changes do not materially degrade the functionality or performance committed in the applicable SOW.

3. Client Obligations

You agree to: (a) provide VOLEX-INC with timely access to your systems, environments, and personnel as reasonably required for delivery of Services; (b) designate a qualified technical point of contact; (c) comply with all applicable laws including data protection regulations; (d) not use the Services for any unlawful, harmful, or disruptive purpose; (e) maintain the confidentiality of credentials and access keys provided by VOLEX-INC.

4. Service Level Agreements

VOLEX-INC commits to the uptime and performance SLAs specified in each applicable SOW or plan description. In the event of an SLA breach, your sole remedy shall be a service credit as detailed in the applicable SOW. SLA commitments do not apply during: scheduled maintenance windows (notified at least 48 hours in advance); events of Force Majeure; or outages caused by client actions or third-party providers outside VOLEX-INC's reasonable control.

5. Fees and Payment

Client agrees to pay all fees as specified in the applicable Order Form. Fees are due net-30 from invoice date unless otherwise agreed. Late payments accrue interest at 1.5% per month. VOLEX-INC reserves the right to suspend Services for accounts more than 45 days past due, with 10 business days written notice.

6. Intellectual Property

VOLEX-INC retains all intellectual property rights in its platforms, methodologies, tools, and pre-existing materials. Client retains all rights to Client Data. You grant VOLEX-INC a limited license to process Client Data solely as required to deliver the Services. Any custom deliverables created specifically for Client under an SOW shall be governed by the IP assignment terms in that SOW.

7. Confidentiality

Each party agrees to keep confidential the other party's non-public information and to use it solely for purposes of this Agreement. Confidentiality obligations survive termination for a period of three (3) years, except for trade secrets which are protected indefinitely.

8. Data Protection

The parties' obligations regarding personal data are governed by the Data Processing Agreement (DPA), which is incorporated by reference. VOLEX-INC maintains SOC 2 Type II certification and cooperates with Client's compliance obligations including GDPR, HIPAA, and other applicable regulatory frameworks as agreed in the DPA.

9. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, VOLEX-INC'S AGGREGATE LIABILITY ARISING FROM OR RELATED TO THESE TERMS SHALL NOT EXCEED THE TOTAL FEES PAID BY CLIENT IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM. NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES.

10. Indemnification

Each party agrees to indemnify, defend, and hold harmless the other party from third-party claims arising from: (a) its breach of these Terms; (b) its negligence or willful misconduct; or (c) its violation of applicable law.

11. Term and Termination

These Terms remain in effect for the duration of any active SOW. Either party may terminate for cause upon 30 days written notice if the other party materially breaches the Agreement and fails to cure within the notice period. Upon termination, Client's access to Services will be suspended, and VOLEX-INC will provide a data export within 30 days.

12. Governing Law

These Terms are governed by the laws of the State of Texas, USA, without regard to conflict of law principles. Disputes shall be resolved by binding arbitration in Austin, Texas, under the rules of JAMS, except either party may seek injunctive relief in a court of competent jurisdiction.

13. Changes to Terms

We may update these Terms. For existing clients, material changes require 60 days written notice. Continued use of the Services after the effective date constitutes acceptance.

14. Contact

VOLEX-INC Legal Team
1200 Digital Blvd, Suite 3400, Austin, Texas 78701, USA
Email: legal@volex-inc.com