Terms of Use

Last updated: December 5th, 2025

These Terms of Use ("Terms") govern access to and use of the Polaxys's software platform and related services ("Platform" or "Polaxys").

By accessing or using the Platform, you ("User" or "Customer") agree to be bound by these Terms and by our Privacy Policy. If you are accepting these Terms on behalf of an entity, you represent that you have authority to bind that entity.

If you do not agree to these Terms, do not access or use the Platform.

1. Purpose

The Terms of Use are intended to:

1. Establish the conditions that govern access to and use of Polaxys's Platform and related services.
2. Define the parties' rights, duties, and responsibilities, including limitations and usage restrictions.
3. Support and reflect our ongoing efforts to align our practices with major data protection frameworks such as GDPR, CCPA/CPRA, and LGPD, where applicable, as well as other relevant laws, without representing or warranting full compliance with any particular law.
4. Clarify that Customers remain responsible for their own legal and regulatory obligations, including compliance with data protection, employment, financial, sector‑specific, and consumer laws.

Nothing in these Terms is intended to limit any rights or protections that apply mandatorily under applicable law.

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2. Acceptance of the Terms

By accessing or using the Platform, you agree to these Terms and to our Privacy Policy, which is incorporated by reference.

If you do not agree, you must not access or use Polaxys.

If you use the Platform on behalf of a company or other legal entity, "you" includes both you and that entity, and you represent and warrant that you are authorized to bind that entity to these Terms.

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3. Definitions

For purposes of these Terms:

• "Customer" means the entity or individual that enters into an Order, proposal, or other commercial agreement ("Agreement") with Polaxys for use of the Platform.
• "User" means any individual who accesses or uses the Platform, including Customer's employees, contractors, or other authorized users.
• "User Content" means any data, files, prompts, configuration, or other content submitted to or generated within the Platform by or on behalf of Customer or Users, excluding the Platform itself.
• "Outputs" means content or results generated by the Platform (e.g., analytics, reports, charts, insights, AI‑generated text) based on User Content and other inputs.
• "Documentation" means any user guides, policies, and documentation made available by Polaxys regarding the Platform.
• "Order" / "Agreement" means the proposal, order form, or other binding commercial agreement between Customer and Polaxys that references these Terms.

If there is any conflict between these Terms and an Agreement, the Agreement prevails, except where prohibited by law.

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4. Eligibility and Account

• Minimum age. You must be at least 18 years old to use the Platform.
• Authority. If you use the Platform on behalf of a company, you represent and warrant that you are authorized to bind that company.
• Account information. You agree to provide accurate, current, and complete account information and to keep it up to date.
• Account security. You are responsible for maintaining the confidentiality of your credentials and for all activities that occur under your account. Notify us promptly at contact@polaxys.com of any unauthorized use or suspected breach.
• Business use. The Platform is primarily intended for business and professional use, not for personal or household purposes.

We may suspend or terminate access where we reasonably believe these conditions are not met.

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5. Services Provided

5.1 Services

Polaxys provides AI‑powered data analytics solutions for businesses and professionals, as set out in the applicable Agreement, Order, and Documentation.

5.2 Availability and changes

We may update, modify, or discontinue any feature, functionality, or component of the Platform, provided that we honor any applicable contractual obligations set out in the Agreement.

Where a change materially reduces core functionality of a paid plan, we will use reasonable efforts to notify the Customer.

5.3 No professional advice

Unless expressly stated in writing:

• The Platform and Outputs do not constitute legal, financial, tax, accounting, or other professional advice.
• You remain solely responsible for verifying Outputs and decisions, including with qualified professionals where appropriate.
• You should not rely exclusively on the Platform or Outputs for decisions that may have legal, financial, safety, or regulatory consequences.

5.4 Beta / experimental features

We may make features available on a beta, preview, or experimental basis ("Beta Features"). Beta Features:

• Are provided "as is" and "as available";
• May be changed, suspended, or discontinued at any time; and
• May be subject to additional terms or limitations.

You use Beta Features at your own risk.

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6. Use of AI and Outputs

6.1 AI‑generated Outputs

You acknowledge and agree that:

• Outputs may be probabilistic, non‑deterministic, and may contain errors, omissions, or inaccuracies, including potentially biased or misleading results.
• Polaxys does not guarantee that Outputs are correct, complete, or suitable for your purposes.
• You are responsible for reviewing, evaluating, and validating Outputs before using them, including for decision‑making, reporting, or communications.

6.2 Ownership of Outputs

As between Customer and Polaxys, and subject to payment of applicable fees and these Terms:

• Customer retains any rights it may have under applicable law in Outputs that are generated from Customer's User Content;
• Polaxys and its licensors retain all rights in the Platform, models, algorithms, and underlying technologies used to generate Outputs.

Nothing in these Terms transfers ownership of the Platform or its underlying models to Customer.

6.3 Sensitive and high‑risk uses

You must not use the Platform or Outputs:

• As the sole basis for medical, diagnostic, therapeutic, or life‑critical decisions;
• In connection with nuclear facilities, air traffic control, autonomous vehicles, or similarly high‑risk systems where failure could result in death, personal injury, or severe environmental or property damage;
• For decisions that produce legal or similarly significant effects on individuals (e.g., employment, credit, housing, benefits, or legal status) without appropriate human review and safeguards.

Polaxys disclaims any liability arising from such high‑risk use where prohibited by these Terms.

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7. User Obligations and Restrictions

7.1 User Content

You are responsible for the lawfulness, accuracy, and quality of your User Content, including:

• Obtaining all necessary rights, consents, and authorizations to submit User Content to the Platform;
• Ensuring User Content does not infringe any third‑party rights;
• Ensuring User Content is not unlawful, harmful, defamatory, or otherwise prohibited by these Terms.

We have no obligation to monitor User Content, but we may remove or restrict access to User Content where we reasonably believe it violates these Terms or applicable law.

7.2 Acceptable Use (AUP)

You agree not to:

1. Security / misuse
   • Attempt to bypass, probe, scan, or test the vulnerability of the Platform or related systems;
   • Attempt to gain unauthorized access to any service, account, or network;
   • Introduce, upload, or distribute malicious code, including viruses, worms, or malware.
2. Reverse engineering and copying
   • Reverse engineer, decompile, disassemble, or attempt to derive the source code or underlying models of the Platform, except where permitted by applicable law;
   • Copy, frame, mirror, or otherwise reproduce the Platform or any part thereof, except as expressly permitted in these Terms or the Agreement.
3. Competing products / scraping
   • Use the Platform or Outputs to build or train a competing product or service;
   • Systematically scrape, harvest, or extract data from the Platform, except as expressly permitted in writing.
4. Illegal, discriminatory, or harmful content
   • Use the Platform for any illegal activity or to create, promote, or disseminate content that is unlawful, discriminatory, harassing, violent, hateful, or otherwise infringing of third‑party rights;
   • Use the Platform to engage in or promote fraud, phishing, scams, or similar harmful activities.
5. Spam and misuse of communications
   • Use the Platform to send unsolicited or unauthorized advertising, spam, or bulk communications;
   • Misrepresent your identity or affiliation in connection with use of the Platform.
6. Overloading / interference
   • Overload or interfere with the normal operation of the Platform;
   • Circumvent or attempt to circumvent usage limits, rate limits, or access controls.
7. Legal compliance
   • Use the Platform in a way that violates applicable laws and regulations, including data protection and privacy laws such as GDPR, CCPA/CPRA and LGPD, where they apply to your use or your processing of personal data.

7.3 Compliance

You agree to comply with:

• These Terms;
• The Privacy Policy;
• Any applicable Data Processing Addendum (DPA); and
• All laws and regulations applicable to your business and your use of the Platform.

Polaxys aims to maintain policies and practices that are designed to support alignment with major data protection frameworks such as GDPR, CCPA/CPRA and LGPD, where applicable, but Polaxys does not represent or warrant that the Platform or any particular use is fully compliant with any specific law or standard. You are responsible for assessing whether your use satisfies your own legal obligations.

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8. Intellectual Property and Licenses

8.1 Polaxys IP

All software, interfaces, models, algorithms, Documentation, trademarks, logos, and other materials used in or provided as part of the Platform ("Polaxys IP") belong to Polaxys or its licensors.

Except as expressly granted in these Terms or the Agreement, no rights in Polaxys IP are granted, whether by implication, estoppel, or otherwise.

8.2 License to use the Platform

During the term of the Agreement and subject to timely payment of fees and compliance with these Terms, Polaxys grants Customer a limited, non‑exclusive, non‑transferable, non‑sublicensable, revocable license to access and use the Platform solely for Customer's internal business purposes.

8.3 User IP and license to Polaxys

You retain ownership of your User Content.

You grant Polaxys a non‑exclusive, worldwide, royalty‑free license to use, host, store, reproduce, process, and display User Content only as necessary to:

• Provide, operate, maintain, secure, and support the Platform;
• Prevent or investigate fraud, abuse, or security incidents;
• Comply with legal obligations; and
• Improve the Platform (including statistical analysis, tuning, and model improvement) only where such use is authorized by the Customer and in accordance with the Privacy Policy and any applicable DPA.

8.4 Feedback

If you provide any suggestions, ideas, or feedback regarding the Platform ("Feedback"), you grant Polaxys a perpetual, irrevocable, worldwide, royalty‑free license to use and exploit such Feedback without obligation to you. Feedback is not considered confidential.

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9. Plans, Fees, and Payment

9.1 Subscription plans

Fees, usage limits, and billing terms are specified in the applicable Agreement or Order.

9.2 Invoicing and payment terms

Unless otherwise agreed:

• Fees are invoiced in accordance with the Agreement;
• Amounts are due within the time specified in the invoice;
• Late payments may accrue interest at the maximum rate permitted by law and/or result in suspension of access to the Platform.

9.3 Taxes

Fees are exclusive of taxes, levies, and similar charges. You are responsible for all applicable taxes (other than taxes based on Polaxys's income), unless tax is explicitly included on the invoice.

9.4 Refunds

Except where required by law or expressly provided in the Agreement, payments are non‑refundable.

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10. Privacy and Data Protection

10.1 Privacy Policy

Personal data collection, use, retention, and sharing are governed by our Privacy Policy (https://www.polaxys.com/en/privacy), which is incorporated into these Terms by reference.

10.2 Roles and DPA

When we process personal data on the Customer's documented instructions in connection with the Platform:

• Customer is the Controller (or equivalent term under applicable law); and
• Polaxys is the Processor (or equivalent term under applicable law).

For certain processing activities (e.g., billing, account administration, security, incident detection, fraud prevention, or marketing), Polaxys may act as an independent Controller.

These roles, obligations, and safeguards are defined in the applicable Data Processing Addendum (DPA), where agreed.

10.3 Alignment with data protection laws (GDPR, CCPA/CPRA, LGPD)

Polaxys aims to design and maintain its data protection program to support alignment with major data protection laws such as GDPR, CCPA/CPRA and LGPD, where they apply to Polaxys's activities.

However:

• Polaxys does not represent or warrant that the Platform, any Output, or any particular processing activity is fully compliant with any specific law or regulatory regime; and
• Customers remain solely responsible for ensuring that their use of the Platform and their processing of personal data meet the requirements of applicable laws.

10.4 Prevalence

In case of any conflict regarding data protection and privacy:

1. The DPA (if applicable) prevails;
2. Then the Privacy Policy;
3. Then these Terms.

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11. Security and Confidentiality

11.1 Security measures

Polaxys implements technical and organizational measures designed to protect personal data and other information processed via the Platform against unauthorized or unlawful processing, loss, or alteration, as described in the Documentation, DPA, and/or Privacy Policy.

No system can be guaranteed to be 100% secure, and you acknowledge that security incidents may occur despite reasonable safeguards.

11.2 Confidential information

"Confidential Information" means any non‑public information disclosed by one party ("Disclosing Party") to the other ("Receiving Party") that is designated as confidential or that a reasonable person would understand to be confidential given the nature of the information and circumstances of disclosure.

Confidential Information does not include information that:

• Is or becomes publicly available without breach of these Terms;
• Was lawfully known to the Receiving Party prior to disclosure;
• Is lawfully received from a third party without duty of confidentiality; or
• Is independently developed without use of the Disclosing Party's Confidential Information.

The Receiving Party will:

• Use Confidential Information only for purposes of these Terms and the Agreement;
• Not disclose it to third parties except to personnel and service providers who need to know it and are bound by confidentiality obligations at least as protective; and
• Protect it with a reasonable standard of care.

The Receiving Party may disclose Confidential Information where required by law or court order, provided it gives reasonable notice (where legally permitted) to allow the Disclosing Party to seek protective measures.

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12. Third‑Party Services and Integrations

The Platform may interoperate with third‑party services, APIs, models, cloud providers, or other tools ("Third‑Party Services").

• Your use of Third‑Party Services is governed by the relevant third‑party terms, not by these Terms.
• Polaxys is not responsible for the availability, security, or performance of Third‑Party Services and will not be liable for any damages caused by them, beyond what is required by applicable law.
• We may change or disable integrations with specific Third‑Party Services if required by law, by the third‑party provider, or for security reasons.

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13. Suspension and Termination

We may, acting reasonably, suspend or terminate access to the Platform, in whole or in part, if:

1. You breach these Terms, the AUP, or the Agreement;
2. We detect or reasonably suspect a security risk, misuse, or fraudulent activity;
3. You fail to pay fees when due; or
4. We are required to do so by law, court order, or governmental authority.

You may close your account or terminate use of the Platform at any time, subject to any minimum terms or notice periods in your Agreement.

Certain provisions survive termination, including those relating to payment obligations, ownership, confidentiality, limitations of liability, indemnification, and governing law.

Upon termination:

• Your license to use the Platform ends;
• We may delete or anonymize User Content and account data in accordance with our retention policies and the DPA, where applicable.

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14. Warranties and Disclaimers

To the maximum extent permitted by law and unless otherwise agreed in a specific written contract:

• The Platform and all Outputs are provided "AS IS" and "AS AVAILABLE".
• Polaxys disclaims all express, implied, and statutory warranties, including warranties of merchantability, fitness for a particular purpose, non‑infringement, and any warranties arising from course of dealing or usage of trade.
• Polaxys does not warrant that the Platform or Outputs will be error‑free, uninterrupted, secure, accurate, or meet your requirements or expectations.
• Polaxys does not warrant or guarantee any specific business results, revenue, or savings arising from use of the Platform.

Your sole and exclusive remedy for any dissatisfaction with the Platform is to stop using the Platform and, where applicable, to exercise any termination rights under your Agreement.

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15. Limitation of Liability

To the maximum extent permitted by law:

1. Exclusion of certain damages. Neither party will be liable for any indirect, incidental, special, punitive, or consequential damages, or for lost profits, revenues, business, or data, even if advised of the possibility of such damages.
2. Cap on liability. Polaxys's total aggregate liability for all claims arising out of or related to these Terms and/or the Agreement, whether in contract, tort, or otherwise, is limited to the amount actually paid by the Customer to Polaxys in the three (3) months preceding the event giving rise to the claim.
3. Exceptions. The above limitations do not apply where prohibited by law or with respect to liability that cannot be limited under applicable law (e.g., certain data protection obligations, death or personal injury caused by gross negligence).

Any claim must be brought within one (1) year after the cause of action accrues, unless a longer period is required by applicable law.

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16. Indemnification

You agree to indemnify, defend, and hold harmless Polaxys and its affiliates, officers, directors, employees, and agents from and against any third‑party claims, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to:

• Your use of the Platform in violation of these Terms, the AUP, or applicable law;
• Your User Content or Outputs, including any allegation that they infringe or misappropriate a third party's rights;
• Your failure to comply with data protection or privacy laws in connection with your use of the Platform.

Polaxys will promptly notify you of such claim (to the extent feasible), allow you to control the defense and settlement (subject to Polaxys's right to participate with its own counsel at its own expense), and reasonably cooperate at your cost.

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17. Changes to the Terms

We may update these Terms from time to time. When we do:

• We will post the updated Terms and revise the "Last updated" date above; and
• Where required by law or where changes are material, we will seek renewed acceptance or provide notice via email or within the Platform.

Your continued use of the Platform after the updated Terms become effective constitutes your acceptance of the revised Terms.

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18. Governing Law and Dispute Resolution

18.1 Contractual definition

The governing law and venue are those indicated in the applicable Order/Agreement, preferably the Customer's jurisdiction or another jurisdiction expressly agreed by the parties.

18.2 Default (if absent)

If the Order/Agreement is silent on governing law and venue:

• These Terms are governed by the laws of the State of California, U.S.A., excluding its conflict‑of‑laws rules; and
• The parties submit to the exclusive jurisdiction of the state and federal courts located in San Francisco, California, for all disputes arising out of or related to these Terms.

18.3 Mandatory local rules

Mandatory consumer protection and data protection rules of the Customer's country or state prevail where required by law.

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19. Export Controls and Sanctions

You represent and warrant that you:

• Are not located in, and will not use the Platform from, any country or region subject to comprehensive embargoes or sanctions;
• Are not listed on any applicable sanctions or denied‑party list; and
• Will not use the Platform for any purpose prohibited by applicable export control or sanctions laws.

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20. Communications and Contact

We may provide notices by:

• Email to the address associated with your account;
• Messages within the Platform; or
• Posting at https://www.polaxys.com/en/tos.

Contact:

• General: contact@polaxys.com
• Privacy / data protection: privacy@polaxys.com
• Billing / finance: finance@polaxys.com

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21. General Provisions

• Order of precedence. In case of conflict: (i) specific Order/Agreement; (ii) DPA (for data processing matters); (iii) Privacy Policy; (iv) these Terms.
• Assignment. You may not assign or transfer these Terms or any rights hereunder without our prior written consent. We may assign these Terms in connection with a merger, acquisition, or sale of assets.
• Force majeure. Neither party is liable for delays or failures due to events beyond its reasonable control (e.g., natural disasters, war, strikes, internet or telecommunications outages, governmental actions).
• Independent contractors. The parties are independent contractors; these Terms do not create any partnership, joint venture, agency, or employment relationship.
• Third‑party beneficiaries. These Terms do not create any rights in any third party, except where expressly stated.
• Severability. If any provision is held invalid or unenforceable, the remaining provisions remain in full force and effect.
• No waiver. Failure to enforce any provision does not constitute a waiver of that provision or any other provision.
• Entire agreement. These Terms, together with the Agreement, Privacy Policy, and DPA (where applicable), constitute the entire agreement regarding the Platform and supersede all prior or contemporaneous understandings relating to the same subject matter.

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Exhibit A – Data Processing Addendum (DPA) – Summary (Non‑Exhaustive)

1. Subject and duration: Processing of personal data for the term of the Agreement, under the Controller's documented instructions.
2. Nature and purpose: Provide and improve the Platform, support, security, and related services (where authorized).
3. Data types: Identifiers, contact details, credentials, usage metadata, technical logs, and User Content where applicable. Sensitive data should only be processed if strictly necessary and with additional safeguards agreed in writing.
4. Data subjects: End users, Customer personnel, representatives, and other individuals as determined by the Customer's use of the Platform.
5. Processor obligations:
   • Process personal data only on documented instructions;
   • Maintain confidentiality and train personnel;
   • Implement appropriate security measures;
   • Assist the Controller with data subject requests;
   • Notify the Controller of personal data breaches;
   • Support DPIAs and legitimate interest assessments where relevant;
   • Delete or return personal data at termination, subject to retention obligations.
6. Subprocessors:
   • General authorization to engage Subprocessors;
   • Maintain a public or accessible list of Subprocessors;
   • Notify material changes and provide a reasonable right to object.
7. International transfers:
   • Use valid transfer mechanisms (e.g., SCCs, LGPD clauses) and conduct transfer assessments where required.
8. Audits:
   • Provide information and reports reasonably necessary to demonstrate compliance;
   • Allow reasonable audits, subject to safeguards and limitations to protect security and trade secrets.
9. Records: Maintain records of processing activities as required by applicable law.
10. Cooperation with authorities: Cooperate with competent data protection authorities such as the ANPD (Brazil) and EEA supervisory authorities, as required.

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Exhibit B – Data Subject Rights (Summary)

This is a high‑level summary for informational purposes and does not modify any statutory rights. In case of conflict, the applicable law prevails.

• GDPR (EEA/UK):
  • Access;
  • Rectification;
  • Erasure ("right to be forgotten"), subject to limitations;
  • Restriction of processing;
  • Data portability;
  • Objection to certain processing;
  • Not to be subject to solely automated decisions with legal or similarly significant effects without appropriate safeguards;
  • Right to lodge a complaint with a supervisory authority.
• CCPA/CPRA (California):
  • Know/access personal information;
  • Correct;
  • Delete personal information (subject to exceptions);
  • Opt‑out of sale or sharing of personal information;
  • Limit use and disclosure of sensitive personal information;
  • Non‑discrimination for exercising CCPA/CPRA rights.
• LGPD (Brazil):
  • Confirmation and access;
  • Correction;
  • Anonymization, blocking, or deletion;
  • Portability;
  • Information about data sharing;
  • Consent withdrawal;
  • Objection to unlawful processing.