Terms of Service

1. Acceptance of Terms

These Terms of Service ("Terms") govern your use of the OptiAxis Governance Hub platform and services ("Service") provided by OptiAxis Governance Hub ("Company," "we," "our," or "us"). By accessing or using our Service, you ("Client," "you," or "your") agree to be bound by these Terms.

If you are entering into these Terms on behalf of a company or other legal entity, you represent that you have the authority to bind such entity to these Terms, in which case "you" will refer to such entity.

2. Description of Service

OptiAxis Governance Hub provides a predictive governance platform designed for senior leaders overseeing multiple business units. Our Service includes:

• Predictive analytics and early warning systems
• Multi-unit performance monitoring and reporting
• Executive dashboards and data visualization
• Risk assessment and management tools
• Strategic recommendations and guidance
• Cost productivity analytics
• Resource allocation optimization

3. Account Registration and Access

3.1 Account Creation

To access our Service, you must create an account by providing accurate, complete, and current information. You are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account.

3.2 Authorized Users

You may designate authorized users within your organization to access the Service. You are responsible for ensuring that all authorized users comply with these Terms and for any actions taken by such users.

3.3 Account Security

You must immediately notify us of any unauthorized use of your account or any other breach of security. We will not be liable for any loss or damage arising from your failure to comply with this security obligation.

4. Acceptable Use

You agree to use the Service only for lawful purposes and in accordance with these Terms. You agree not to:

• Use the Service for any illegal or unauthorized purpose
• Violate any applicable laws, regulations, or third-party rights
• Attempt to gain unauthorized access to the Service or related systems
• Interfere with or disrupt the Service or servers or networks connected to the Service
• Reverse engineer, decompile, or disassemble any part of the Service
• Use the Service to transmit viruses, malware, or other harmful code
• Share your account credentials with unauthorized third parties
• Use the Service to compete with or create competing products or services

5. Data and Privacy

5.1 Your Data

You retain ownership of all data, information, and content that you provide to the Service ("Your Data"). You grant us a limited license to use Your Data solely to provide the Service and improve our platform's capabilities.

5.2 Data Security

We implement industry-standard security measures to protect Your Data, including SOC 2 Type II certification and bank-level encryption. However, no method of transmission or storage is 100% secure, and we cannot guarantee absolute security.

5.3 Privacy

Our collection and use of personal information is governed by our Privacy Policy, which is incorporated into these Terms by reference.

6. Subscription and Payment

6.1 Subscription Plans

The Service is provided on a subscription basis with various plans available. Subscription details, including pricing and features, are specified in your service agreement or order form.

6.2 Payment Terms

Subscription fees are due in advance and are non-refundable except as expressly provided in these Terms or required by law. You agree to pay all charges associated with your use of the Service.

6.3 Automatic Renewal

Subscriptions automatically renew for successive periods unless terminated in accordance with these Terms. We will provide notice of renewal and any fee changes at least 30 days in advance.

7. Intellectual Property

7.1 Our Rights

The Service, including all software, algorithms, designs, text, graphics, and other content, is owned by us and protected by intellectual property laws. You are granted a limited, non-exclusive, non-transferable license to use the Service during your subscription term.

7.2 Feedback

Any feedback, suggestions, or improvements you provide regarding the Service may be used by us without restriction or compensation to you.

8. Service Level Agreement

8.1 Availability

We strive to maintain 99.9% uptime for the Service, excluding scheduled maintenance and circumstances beyond our reasonable control.

8.2 Support

We provide technical support during business hours (9 AM to 6 PM EST, Monday through Friday, excluding holidays). Enterprise clients may receive enhanced support as specified in their service agreement.

8.3 Maintenance

We may perform scheduled maintenance with advance notice. Emergency maintenance may be performed without prior notice when necessary to maintain security or functionality.

9. Warranties and Disclaimers

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED. WE DISCLAIM ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

We do not warrant that the Service will be uninterrupted, error-free, or completely secure. You acknowledge that your use of the Service is at your own risk.

10. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL OPTIAXIS GOVERNANCE HUB BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, DATA, USE, OR GOODWILL, ARISING OUT OF OR RELATING TO YOUR USE OF THE SERVICE.

OUR TOTAL LIABILITY TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE SHALL NOT EXCEED THE AMOUNT YOU PAID TO US FOR THE SERVICE IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

11. Indemnification

You agree to indemnify, defend, and hold harmless OptiAxis Governance Hub and its officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, and expenses arising out of or relating to:

• Your use of the Service
• Your violation of these Terms
• Your violation of any rights of another party
• Your Data or any content you provide

12. Termination

12.1 Termination by You

You may terminate your subscription at any time by providing 30 days' written notice. Termination will be effective at the end of your current billing period.

12.2 Termination by Us

We may terminate your access to the Service immediately if you breach these Terms or for any other reason with 30 days' written notice.

12.3 Effect of Termination

Upon termination, your right to use the Service will cease immediately. We will provide you with access to export Your Data for 30 days following termination, after which Your Data may be deleted.

13. Governing Law and Dispute Resolution

These Terms are governed by the laws of the Commonwealth of Pennsylvania, without regard to conflict of law principles. Any disputes arising out of or relating to these Terms or the Service shall be resolved through binding arbitration in Philadelphia, Pennsylvania, in accordance with the Commercial Arbitration Rules of the American Arbitration Association.

14. Changes to Terms

We may modify these Terms at any time by posting the revised Terms on our website. Material changes will be communicated to you via email or through the Service. Your continued use of the Service after such changes constitutes acceptance of the new Terms.

15. Contact Information

If you have questions about these Terms, please contact us: