Terms of Service

important — please read carefully

These Terms include a binding individual arbitration clause and a class action waiver in Section 19 that affect your legal rights. They also limit aqnex's liability and disclaim certain warranties. If you do not agree to these Terms in full, do not use the Service.

01 Acceptance of these Terms

These Terms of Service ("Terms") are a legally binding agreement between aqnex, inc., a Delaware corporation ("aqnex," "we," "us," or "our"), and you, either individually or on behalf of the entity you represent ("you" or "Customer"). By creating an account, accessing, or using the websites at aqnex.com and its subdomains, the public directory, the administrative application, our APIs, embedded widgets, or any related service (collectively, the "Service"), you accept and agree to be bound by these Terms and by all policies referenced in them, including the Privacy Policy, Data Use Policy, Cookie Policy, and, where applicable, the Data Processing Addendum.

02 Eligibility

To use the Service, you must:

Be at least 18 years of age (or the age of majority in your jurisdiction).
Have legal authority to bind the business or organization you are registering on behalf of.
Not be barred from receiving the Service under U.S. or other applicable export, trade, or sanctions laws (including the U.S. Treasury OFAC lists or comparable EU/UK designations).
Not have been previously suspended or removed from the Service for cause.

03 Accounts and security

You are responsible for: (a) the accuracy of information you provide when creating an account; (b) maintaining the confidentiality of your credentials; (c) all activity that occurs under your account; and (d) promptly notifying us at security@aqnex.com of any unauthorized access or suspected breach of your account. We may require multi-factor authentication, identity verification, or additional security measures at any time.

04 The Service and what it does

aqnex is a verified business-information platform. We allow Customers to: (a) claim and verify a profile representing a business or organization; (b) keep that profile current across hours, services, locations, certifications, licensure, and other operating attributes; (c) classify each field as Public, AI-only, or Private; and (d) distribute eligible fields to authorized AI partners and to the public directory in accordance with the Data Use Policy.

We may modify, suspend, or discontinue features, plans, or the Service from time to time. If a change materially diminishes a paid feature, we will provide reasonable advance notice and, at your option, a pro-rated refund of pre-paid fees attributable to the discontinued feature.

05 Plans, fees, and billing

Plans. Current plans, features, and prices are described on our pricing page. Free-tier plans may be subject to additional usage limits.
Trials. We may offer free trials of paid plans. Unless you cancel before the trial ends, we will automatically charge the then-applicable subscription fee.
Payment. You authorize us (and our payment processor) to charge the payment method you provide for all fees due, including any taxes. Subscription fees are billed in advance on the interval you select (monthly or annual) and renew automatically until cancelled.
Taxes. Fees are exclusive of taxes. You are responsible for all sales, use, value-added, GST, and similar taxes, except for taxes based on aqnex's net income.
Refunds. Except as required by applicable law or expressly stated in these Terms, fees are non-refundable.
Late payment. Overdue invoices may bear interest at the lesser of 1.5% per month or the maximum rate permitted by law, plus reasonable collection costs. We may suspend the Service while invoices are overdue.
Price changes. We may change subscription prices on at least 30 days' notice. Price changes take effect at the start of your next billing cycle.

06 License grant from aqnex to you

Subject to your compliance with these Terms and timely payment of applicable fees, aqnex grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Service for your internal business purposes during the term of your subscription. The Service, including all software, APIs, documentation, designs, trademarks, and other materials, remains the exclusive property of aqnex and its licensors. No rights are granted other than those expressly set out in these Terms.

07 License grant from you to aqnex

You grant aqnex a worldwide, non-exclusive, royalty-free license to host, store, copy, transmit, display, modify (for technical purposes such as formatting), and distribute the content you submit to the Service ("Customer Content") solely as needed to: (a) operate, secure, and improve the Service; (b) verify the accuracy of business information; and (c) distribute fields you have classified as Public or AI-only to the public directory and to authorized AI partners in accordance with the Data Use Policy. You represent and warrant that you own or have all necessary rights to grant this license and that your Customer Content does not infringe any third-party rights or violate any law.

08 Acceptable use

You will not, and will not permit any third party to:

Use the Service to publish information that is false, misleading, defamatory, fraudulent, harassing, hateful, obscene, infringing, or otherwise unlawful.
Submit a profile representing a business you do not own, are not authorized to represent, or have impersonated.
Reverse engineer, decompile, disassemble, or attempt to derive the source code of the Service, except where applicable law expressly prohibits this restriction.
Scrape, crawl, harvest, or otherwise extract data from the public directory or APIs beyond what is expressly authorized by your plan or by a written agreement.
Use the Service to train any large language model, foundation model, or other machine-learning system, except under a separate written agreement with aqnex.
Probe, scan, test, or interfere with the integrity, performance, or security of the Service, including by circumventing rate limits, authentication, or access controls.
Send unsolicited communications, malware, or any code intended to disrupt or damage systems.
Resell, sublicense, or make the Service available to a third party except as authorized in writing.
Use the Service in violation of applicable law, including export controls, sanctions, consumer-protection law, or anti-spam law.

We may suspend or terminate your access to the Service immediately and without notice if we reasonably believe you have violated this Section 8 or if continued access poses a risk to aqnex, the Service, our other customers, or any third party.

09 Verification and accuracy

You are responsible for the accuracy of all Customer Content. aqnex may, but is not obligated to, verify any field, request supplementary documentation, suspend a verification badge, decline to publish a profile, or remove fields that we determine in our reasonable discretion to be inaccurate, misleading, prohibited, or unverifiable. Loss of a verification badge does not entitle you to a refund except as required by law or as expressly set out in your subscription plan.

10 AI partners and downstream use

Each AI partner that receives data from aqnex is bound by a written agreement requiring them to: (a) use the data only for citation, retrieval, attribution, and end-user answer-generation purposes; (b) refrain from training or fine-tuning foundation models on aqnex-provided data; (c) honor takedown and correction requests within agreed service-level windows; and (d) implement appropriate security measures. aqnex is not responsible for the independent acts or omissions of an AI partner outside the scope of their agreement, but we will use commercially reasonable efforts to enforce those agreements and to assist you in resolving issues that arise.

11 Beta and preview features

Features designated as "beta," "preview," "alpha," "early access," or similar are provided "as is" and "as available," may be modified or discontinued at any time, and are not subject to any service-level commitment. You use beta features at your own risk.

12 Confidentiality

Each party may disclose to the other information that is identified as confidential at the time of disclosure or that, given the nature of the information and the circumstances of disclosure, a reasonable person would understand to be confidential ("Confidential Information"). The receiving party will: (a) protect the disclosing party's Confidential Information with at least the same degree of care it uses to protect its own confidential information of like importance, but no less than a reasonable degree of care; (b) use Confidential Information only for the purposes of these Terms; and (c) not disclose Confidential Information except to its employees, contractors, and advisors who have a need to know and are bound by confidentiality obligations no less protective. Confidential Information does not include information that is or becomes publicly known without breach, was known prior to disclosure, is independently developed, or is rightfully received from a third party without confidentiality restrictions.

13 Term and termination

These Terms commence when you first access or use the Service and continue until terminated. Either party may terminate at any time:

For convenience. You may cancel your subscription at any time from your dashboard. Cancellation takes effect at the end of the then-current billing cycle.
For cause. Either party may terminate immediately upon written notice if the other party materially breaches these Terms and fails to cure the breach within 30 days after written notice. We may terminate immediately for non-payment, security risk, or violation of Section 8.

Upon termination: (a) your right to access and use the Service ceases; (b) we will, within 90 days, delete or anonymize Customer Content as described in our Privacy Policy; and (c) any provisions that by their nature should survive termination (including ownership, confidentiality, disclaimers, limitations of liability, indemnification, and dispute resolution) will survive.

14 Disclaimers

EXCEPT AS EXPRESSLY PROVIDED IN THESE TERMS, THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE," AND aqnex AND ITS LICENSORS DISCLAIM ALL REPRESENTATIONS AND WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR FREE OF HARMFUL COMPONENTS, OR THAT ANY PARTICULAR AI PARTNER WILL CITE, RANK, OR DISPLAY YOUR PROFILE IN ANY PARTICULAR WAY.

15 Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, BUSINESS, GOODWILL, OR DATA, ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE, WHETHER IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE, AND WHETHER OR NOT THE PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

EACH PARTY'S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS WILL NOT EXCEED THE GREATER OF (a) THE FEES PAID OR PAYABLE BY YOU TO aqnex DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM AND (b) ONE HUNDRED U.S. DOLLARS ($100). THESE LIMITATIONS APPLY EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE MAY NOT APPLY TO YOU IN FULL.

16 Indemnification

You will defend, indemnify, and hold harmless aqnex, its affiliates, and their respective officers, directors, employees, and agents from and against any third-party claims, demands, losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to: (a) your Customer Content; (b) your use of the Service in violation of these Terms or applicable law; (c) your misrepresentation of authority to act on behalf of a business; or (d) your violation of any third-party right, including any intellectual-property or privacy right.

We will defend, indemnify, and hold you harmless against third-party claims alleging that the Service, when used in accordance with these Terms, infringes a U.S. patent, copyright, or trademark issued or registered as of the effective date of your subscription, except to the extent the claim arises from Customer Content, modifications made by you, or use in combination with materials not provided by aqnex. These indemnification obligations are subject to: (i) prompt written notice of the claim; (ii) sole control over defense and settlement; and (iii) reasonable cooperation from the indemnified party.

17 Force majeure

Neither party will be liable for any failure or delay in performance to the extent caused by circumstances beyond its reasonable control, including acts of God, war, terrorism, civil disturbance, pandemic, governmental action, labor disputes, internet or telecommunications failures, denial-of-service attacks, or failures of upstream infrastructure providers. Payment obligations are not excused under this section.

18 Governing law and jurisdiction

These Terms, and any non-contractual obligations arising out of or in connection with them, are governed by the laws of the State of Delaware, USA, without regard to its conflict-of-laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply. Subject to Section 19, the state and federal courts located in Wilmington, Delaware will have exclusive jurisdiction over any dispute that is not subject to arbitration, and each party irrevocably consents to personal jurisdiction and venue there.

19 Arbitration and class action waiver

Any dispute, claim, or controversy arising out of or relating to these Terms or the Service that cannot be resolved through informal good-faith negotiations within 60 days will be finally resolved by binding individual arbitration administered by JAMS under its Streamlined Arbitration Rules, or, where the disputed amount exceeds US$250,000, its Comprehensive Arbitration Rules, in each case as in effect on the date of demand. The arbitration will take place in Wilmington, Delaware (or, at your election if you are an individual consumer, in your county of residence in the United States), in the English language, before a single arbitrator. Judgment on the award may be entered in any court of competent jurisdiction.

Class action waiver. You and aqnex agree that each may bring claims against the other only in your or its individual capacity, and not as a plaintiff or class member in any purported class, consolidated, or representative proceeding. The arbitrator may not consolidate more than one person's claims and may not preside over any form of representative proceeding.

Exceptions. Either party may bring an individual action in small-claims court, may seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the unauthorized use or infringement of intellectual property or confidential information, and may opt out of this Section 19 by sending written notice to legal@aqnex.com within 30 days of first acceptance of these Terms.

20 Modifications to these Terms

We may modify these Terms from time to time. If we make material changes, we will provide reasonable advance notice (typically 30 days) by email or through the Service. Material changes apply prospectively only, take effect at the start of your next billing cycle, and your continued use of the Service after the effective date constitutes acceptance of the updated Terms. If you object to a material change, your sole remedy is to cancel your subscription before the change takes effect.

21 Miscellaneous

Entire agreement. These Terms (including all referenced policies and any order form or written agreement signed by both parties) constitute the entire agreement between the parties with respect to the Service and supersede all prior or contemporaneous understandings.
Assignment. You may not assign or transfer these Terms without our prior written consent. aqnex may assign these Terms in connection with a merger, acquisition, financing, or sale of all or substantially all of its assets.
Severability. If any provision of these Terms is held unenforceable, that provision will be modified to the minimum extent necessary or, if not possible, severed, and the remaining provisions will remain in full force and effect.
No waiver. A failure to enforce any right or provision of these Terms is not a waiver of that right or provision.
Notices. Notices to aqnex must be sent to legal@aqnex.com. Notices to you may be delivered to the email address associated with your account or by posting in the Service.
Independent contractors. The parties are independent contractors. These Terms do not create any agency, partnership, joint venture, or employment relationship.
U.S. government users. The Service is "commercial computer software" provided with restricted rights as described in FAR 12.212 and DFARS 227.7202.

22 Contact

Questions about these Terms can be sent to legal@aqnex.com, or by post to aqnex, inc., 10901 Danka Circle N Suite B, St Petersburg, FL 33701, USA.