Terms of Service

1. Acceptance of Terms

By accessing or using the website located at arxqm.com (the “Website”) and any associated services, platforms, applications, or products (collectively, the “Services”) provided by ARX QM Holdings, Inc. (“ARX,” “we,” “us,” or “our”), you agree to be bound by these Terms of Service (“Terms”). If you do not agree to these Terms, you must not access or use the Services.

These Terms constitute a legally binding agreement between you (“you” or “User”) and ARX QM Holdings, Inc. We reserve the right to modify these Terms at any time. Continued use of the Services following any changes constitutes your acceptance of the revised Terms.

2. Eligibility

You must be at least 18 years old or the age of majority in your jurisdiction (whichever is greater) to use our Services. By using the Services, you represent and warrant that you meet this eligibility requirement.

If you are using the Services on behalf of a company, organization, or other legal entity, you represent and warrant that you have the authority to bind that entity to these Terms, and references to “you” shall include that entity.

3. Account Registration

Certain features of the Services require account registration. When you create an account, you agree to:

• Provide accurate, current, and complete information during registration
• Maintain and promptly update your account information to keep it accurate
• Maintain the confidentiality of your account credentials and not share them with any third party
• Accept responsibility for all activities that occur under your account
• Immediately notify us at legal@arxqm.com of any unauthorized use of your account

We reserve the right to suspend or terminate your account at our discretion if we reasonably believe you have violated these Terms or if your account has been compromised.

4. Services Description

ARX is a cognitive state infrastructure platform. Our Services enable you to build persistent, portable AI memory across model providers, connect data sources to build organizational and personal knowledge graphs, and preserve context across sessions, migrations, and provider changes. Services include the knowledge graph, MCP server access, cross-model portability, governance tools, and related features.

We reserve the right to modify, suspend, or discontinue any part of the Services at any time, with or without notice. We will use commercially reasonable efforts to notify you of material changes.

5. Subscription Plans and Payment

5.1 Plans

We offer the following subscription tiers. All tiers are commercially licensed through direct engagement. Contact us for pricing.

• Team: Shared team knowledge graph, cross-model portability, multi-model routing with SLM cascade, role-based access controls, audit trails, MCP server access, and priority support.
• Department: Everything in Team, plus organizational memory (Memory), Policy-as-code governance, compliance evidence generation (FS AI RMF, EU AI Act), SSO/SCIM provisioning, context-aware model routing, custom routing policies, dedicated support, and SLA guarantees.
• Enterprise: Everything in Department, plus multi-agent coordination (A2A + AG-UI), on-premises deployment option, dedicated success engineer, Elevate workforce intelligence, and custom integrations. Contact us at enterprise@arxqm.com for enterprise engagements.

5.2 Billing and Payment

Billing is processed via Stripe. For paid subscriptions, you agree to pay all applicable fees as described at the time of purchase. Subscriptions renew automatically at the start of each billing period. You can cancel anytime from Settings > Billing. Upon cancellation, you retain access through the end of your current billing period. No refunds are issued for partial billing periods.

5.3 Taxes

All fees are exclusive of taxes, levies, or duties imposed by taxing authorities. You are responsible for paying all such taxes, except for taxes based on our net income.

5.4 Changes to Pricing

We may change our pricing at any time. For existing subscribers, price changes will take effect at the start of the next billing cycle following at least 30 days’ written notice.

6. Prohibited Activities

You agree NOT to engage in any of the following activities:

• Automated Access: Use bots, crawlers, scrapers, or automated tools to access, scrape, or collect data from the Website or Services without express written permission.
• AI Training: Use any content from the Website or Services to train, fine-tune, or develop machine learning models, artificial intelligence systems, or similar technologies without express written permission.
• Competitive Intelligence: Access the Website or Services for the purpose of competitive analysis, reverse engineering, or developing competing products or services.
• Data Harvesting: Collect, store, or republish any content, including text, images, code, or metadata from the Website or Services.
• Unauthorized Access: Attempt to gain unauthorized access to any portion of the Services, other accounts, computer systems, or networks connected to the Services.
• Circumvention: Circumvent, disable, or otherwise interfere with any security-related features of the Services, including features that prevent or restrict use or copying of content.
• Misrepresentation: Impersonate any person or entity, or falsely state or misrepresent your affiliation with a person or entity.
• Harmful Activities: Upload, transmit, or distribute any viruses, malware, or other harmful computer code, files, or programs.
• Violation of Law: Use the Services for any purpose that is illegal or prohibited by these Terms, or to solicit the performance of any illegal activity.
• Resale: Resell, sublicense, or redistribute access to the Services without prior written authorization from ARX.
• Competing Models: Use any output, data, or information obtained through the Services to develop, train, or improve artificial intelligence models, products, or services that compete with ARX’s offerings.

7. AI Output and Accuracy Disclaimer

Our Services may generate content, analysis, or recommendations using artificial intelligence and machine learning technologies (“AI Outputs”). You acknowledge and agree that:

• No Guarantee of Accuracy: AI Outputs may contain errors, inaccuracies, or omissions. AI Outputs should not be relied upon as the sole basis for any decision, particularly in high-stakes contexts.
• Human Review Required: You are solely responsible for reviewing, validating, and verifying all AI Outputs before use, distribution, or reliance thereon.
• No Professional Advice: AI Outputs do not constitute legal, financial, medical, or professional advice. You should consult qualified professionals for such matters.
• Non-Unique Outputs: Due to the nature of AI systems, similar or identical outputs may be generated for other users. ARX does not guarantee the uniqueness or exclusivity of any AI Output.
• Third-Party IP: ARX does not warrant that AI Outputs are free from third-party intellectual property claims. You are responsible for ensuring outputs comply with applicable laws and do not infringe third-party rights.

8. Data Usage and Model Training

We may use aggregated, anonymized, and de-identified data derived from your use of the Services to improve, develop, and enhance our products and services, including our AI models. We will not use identifiable customer data to train AI models without your explicit consent.

You may opt out of data being used for model improvement at any time through your account settings or by contacting privacy@arxqm.com. For more information, see our Privacy Policy.

9. Intellectual Property

9.1 Our Intellectual Property

The Services, including all content, features, functionality, software, text, displays, images, graphics, audio, video, design, and the selection and arrangement thereof, are owned by ARX QM Holdings, Inc. or its licensors and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws.

ARX, the ARX logo, and all related names, logos, product and service names, designs, and slogans are trademarks of ARX QM Holdings, Inc. You may not use such marks without our prior written permission.

9.2 Your Content and Engrams

You own your engrams. All knowledge graph data, engrams, and insights derived from your connected sources belong to you. We do not claim ownership of your engrams. You may export or delete your data at any time from your account settings.

You retain ownership of any other data, content, or materials you submit to or through the Services (“Your Content”). By submitting Your Content, you grant ARX a non-exclusive, worldwide, royalty-free, sublicensable license to use, process, store, and display Your Content solely for the purpose of providing and improving the Services.

You represent and warrant that you own or have the necessary rights to submit Your Content and that Your Content does not violate any third-party rights.

9.3 Feedback

Any feedback, suggestions, ideas, or recommendations you provide regarding the Services (“Feedback”) will be the sole property of ARX. You hereby assign to ARX all rights in and to such Feedback.

10. Confidentiality

You acknowledge that the Services may contain confidential and proprietary information belonging to ARX, including but not limited to technology, algorithms, processes, methodologies, software architecture, business strategies, and trade secrets (“Confidential Information”).

You agree to: (a) hold all Confidential Information in strict confidence; (b) not disclose Confidential Information to any third party without our prior written consent; (c) not use Confidential Information for any purpose other than as necessary to use the Services as permitted under these Terms; and (d) protect Confidential Information using the same degree of care you use to protect your own confidential information, but in no event less than reasonable care.

11. Privacy

Your use of the Services is also governed by our Privacy Policy, which is incorporated into these Terms by reference. Please review our Privacy Policy carefully to understand our practices regarding your personal information.

12. Third-Party Services and Integrations

The Services may integrate with or contain links to third-party websites, services, or applications. These third-party services are not under our control, and we are not responsible for their content, privacy policies, or practices. Your use of third-party services is at your own risk and subject to the terms and conditions of those third parties.

13. Disclaimers

THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

ARX DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. ARX DOES NOT WARRANT THE ACCURACY, COMPLETENESS, OR RELIABILITY OF ANY CONTENT OR INFORMATION PROVIDED THROUGH THE SERVICES.

THE SERVICES ARE NOT INTENDED TO PROVIDE LEGAL, FINANCIAL, OR PROFESSIONAL ADVICE. YOU SHOULD CONSULT QUALIFIED PROFESSIONALS FOR SUCH MATTERS.

14. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL ARX, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR AFFILIATES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, DATA, GOODWILL, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR RELATED TO YOUR USE OR INABILITY TO USE THE SERVICES, REGARDLESS OF THE THEORY OF LIABILITY.

ARX’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES SHALL NOT EXCEED THE GREATER OF (A) THE AMOUNTS PAID BY YOU TO ARX IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM, OR (B) ONE HUNDRED DOLLARS ($100).

Some jurisdictions do not allow the disclaimer of certain warranties or the limitation of certain damages, so some or all of the terms above may not apply to you, and you may have additional rights. In that case, these Terms only limit our responsibilities to the maximum extent permissible in your jurisdiction.

15. Indemnification

You agree to indemnify, defend, and hold harmless ARX, its officers, directors, employees, agents, and affiliates from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to: (a) your use of the Services; (b) your violation of these Terms; (c) your violation of any rights of another party; or (d) Your Content.

16. Termination

We may suspend or terminate your access to the Services at any time, with or without cause, and with or without notice. Upon termination: (a) your rights under these Terms will immediately cease; (b) you must stop all use of the Services; and (c) any provisions that by their nature should survive termination shall survive, including Sections 9, 10, 13, 14, 15, and 17.

You may terminate your account at any time by contacting us at legal@arxqm.com. Termination does not entitle you to a refund of any prepaid fees unless otherwise specified in a separate agreement.

17. Governing Law and Dispute Resolution

17.1 Governing Law

These Terms shall be governed by and construed in accordance with the laws of the State of Delaware, United States, without regard to its conflict of law principles. The activities described in these Terms involve interstate commerce and the Federal Arbitration Act shall govern the interpretation and enforcement of the arbitration provisions below.

17.2 Informal Dispute Resolution

ARX wants to understand and address your concerns prior to formal legal action. Before filing a claim against the other, you and ARX agree to try to resolve any dispute, claim, or controversy arising out of or relating to these Terms or the Services (a “Dispute”) informally. The party raising the Dispute must send a written notice (“Notice of Dispute”) to the other party that includes your name, contact information, a description of the facts giving rise to the Dispute, and the relief sought. Notices to ARX must be sent to legal@arxqm.com and by mail to ARX QM Holdings, Inc., Dover, Delaware. The parties shall attempt to resolve the Dispute through good-faith negotiation for a period of forty-five (45) days from the date the Notice of Dispute is received.

17.3 Mandatory Arbitration

YOU AND ARX AGREE TO THE FOLLOWING MANDATORY ARBITRATION AND CLASS ACTION WAIVER PROVISIONS. PLEASE READ THIS SECTION CAREFULLY.

If the Dispute is not resolved through informal negotiation within forty-five (45) days, you and ARX agree to resolve it through final and binding arbitration, regardless of when the claim arose, even if it was before these Terms existed. Either party may commence binding arbitration through the American Arbitration Association (AAA) under its Commercial Arbitration Rules. The initiating party shall pay all filing fees, and payment for other administrative and arbitrator’s costs will be governed by AAA rules. If your claim is determined to be frivolous, you are responsible for reimbursing ARX for all administrative, hearing, and other fees incurred as a result.

The arbitration will be conducted by a sole arbitrator by videoconference if possible, or in person in New Castle County, Delaware, or at another mutually agreed location. The arbitrator shall have exclusive authority to resolve any Dispute, including questions of arbitrability.

17.4 Opt-Out of Arbitration

If you are an individual consumer, you may opt out of the arbitration provisions within thirty (30) days of the date you first agree to these Terms by sending a written notice to legal@arxqm.com with the subject line “Arbitration Opt-Out” that includes your name, email address, and a clear statement that you wish to opt out. If you opt out, you and ARX agree that Disputes will be resolved exclusively in the federal or state courts located in New Castle County, Delaware, and you consent to personal jurisdiction in those courts.

17.5 Class Action Waiver

YOU AND ARX AGREE THAT ANY DISPUTE RESOLUTION PROCEEDINGS WILL BE CONDUCTED ON AN INDIVIDUAL BASIS AND NOT AS A CLASS ACTION, CONSOLIDATED ACTION, OR REPRESENTATIVE ACTION. YOU WAIVE ANY RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION. IF THE WAIVER OF CLASS ACTIONS IS FOUND UNENFORCEABLE, THEN THIS ENTIRE ARBITRATION SECTION SHALL BE NULL AND VOID.

17.6 Time Limitation on Claims

To the fullest extent permitted by applicable law, any Dispute under these Terms must be commenced within one (1) year after the events giving rise to the Dispute first occur. If a claim is not filed within one year, it is permanently barred.

17.7 Equitable Relief

Nothing in this section shall prevent either party from seeking injunctive or other equitable relief in any court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of intellectual property rights, confidentiality obligations, or other proprietary rights.

18. Export Controls

The Services may be subject to U.S. export control laws and regulations. You agree to comply with all applicable export and re-export restrictions. You represent and warrant that you are not located in any country subject to U.S. embargo and are not on any U.S. government restricted party list.

19. Force Majeure

ARX shall not be liable for any failure or delay in performing its obligations under these Terms if such failure or delay results from circumstances beyond its reasonable control, including but not limited to acts of God, natural disasters, pandemics, war, terrorism, riots, government actions, power failures, internet or telecommunications failures, or cyberattacks.

20. General Provisions

• Entire Agreement: These Terms, together with the Privacy Policy, Cookie Policy, and any applicable service agreements, constitute the entire agreement between you and ARX regarding the Services.
• Severability: If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.
• Waiver: Our failure to enforce any provision of these Terms shall not constitute a waiver of that provision or any other provision.
• Assignment: You may not assign or transfer these Terms without our prior written consent. We may assign our rights and obligations under these Terms without restriction.
• Notices: We may provide notices to you via email, through the Services, or by posting on the Website. You may provide notices to us by emailing legal@arxqm.com.

21. Contact Us

For questions or concerns about these Terms of Service, please contact us: