PLEASE READ THESE TERMS OF SERVICE CAREFULLY. BY ACCESSING OR USING ANY MAXTA PRODUCT OR SERVICE, YOU AGREE TO BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE, DO NOT USE OUR SERVICES.
Parties and Acceptance
These Terms of Service ("Terms") constitute a legally binding agreement between Maxta, Inc. ("Maxta", "we", "us", or "our"), a Delaware corporation, and the legal entity or individual ("Customer", "you", or "your") accessing or using Maxta's enterprise AI products and services, including MaxtaOS, MaxModel, MaxDeploy, MaxBlueprint, the MaxA2026 hardware line, the Maxta Partner Portal, and associated documentation and support (collectively, the "Services").
These Terms supplement any Order Form, Statement of Work, or separate written agreement executed between the parties. In the event of a conflict, the Order Form or separate written agreement shall control.
Definitions
License Grant
3.1 Software License
Subject to Customer's payment of all applicable fees and compliance with these Terms, Maxta grants Customer a limited, non-exclusive, non-transferable, non-sublicensable license during the Subscription Term to: (a) install and use MaxtaOS on the number of nodes specified in the Order Form; (b) access and use MaxModel to deploy AI models for Customer's internal business operations; and (c) use Documentation solely in connection with the foregoing.
3.2 Hardware
Upon full payment for a MaxDeploy appliance, title to the physical hardware passes to Customer. The software embedded in MaxDeploy appliances is licensed, not sold, and is governed by Section 3.1 above.
3.3 Restrictions
Customer shall not, and shall ensure its Authorized Users do not:
- Copy, modify, adapt, translate, reverse engineer, decompile, disassemble, or create derivative works based on the Services, except to the extent expressly permitted by applicable law.
- Rent, lease, lend, sell, sublicense, or otherwise transfer the Services or any rights therein to any third party.
- Use the Services to develop a competing product or service.
- Remove, obscure, or alter any proprietary notices, labels, or marks.
- Use the Services in violation of applicable law or regulation, including export control laws.
- Attempt to gain unauthorized access to any systems, networks, or data.
Customer Obligations
4.1 Account Security
Customer is responsible for maintaining the confidentiality of all account credentials and for all activities that occur under Customer's account. Customer shall promptly notify Maxta of any unauthorized access or security breach.
4.2 Acceptable Use
Customer shall use the Services solely for lawful enterprise business purposes and shall not use the Services to:
- Process, store, or transmit data in violation of any applicable law, regulation, or third-party rights.
- Develop, train, or deploy AI models for unlawful surveillance, discrimination, or harm to individuals.
- Interfere with the integrity or performance of the Services or any third-party systems.
- Circumvent any technical safeguards or usage monitoring mechanisms.
4.3 Customer Data
Customer retains all ownership rights in Customer Data. Customer grants Maxta a limited, non-exclusive license to access, process, and store Customer Data solely to the extent necessary to provide the Services. Customer represents and warrants that it has all rights necessary to provide Customer Data to Maxta and that such data does not violate applicable laws or third-party rights.
Data Sovereignty and Security
Maxta's on-premises and edge deployments (MaxDeploy, on-premises MaxtaOS) are architecturally designed for complete data sovereignty. Customer Data processed within Customer's private infrastructure is never transmitted to Maxta's systems unless Customer explicitly enables optional remote monitoring features. Customer retains full control and ownership of all data within its environment at all times.
Maxta implements commercially reasonable technical and organizational security measures to protect the Services and any data processed by Maxta's cloud-managed components. Both parties shall promptly notify the other of any security incident that may affect the other party's data or systems.
Intellectual Property
6.1 Maxta's IP
Maxta and its licensors retain all Intellectual Property Rights in and to the Services, including MaxtaOS, MaxModel, MaxDeploy hardware designs, MaxBlueprint methodologies, all software, algorithms, models, documentation, and any improvements, enhancements, or derivative works thereof. These Terms do not convey any ownership rights in Maxta's IP to Customer.
6.2 Feedback
If Customer provides suggestions, ideas, or feedback regarding the Services ("Feedback"), Customer hereby grants Maxta a perpetual, irrevocable, royalty-free, worldwide license to use and incorporate such Feedback into Maxta's products and services without any obligation to Customer.
6.3 Third-Party Components
Certain components of the Services may incorporate open-source software or third-party licensed materials. A list of third-party components and their applicable licenses is available in the Documentation. Nothing in these Terms limits rights available to Customer under applicable open-source licenses.
Fees and Payment
Fees for the Services are set forth in the applicable Order Form. Unless otherwise specified:
- Software subscription fees are invoiced annually in advance; hardware fees are invoiced upon shipment.
- All fees are due within thirty (30) days of invoice date.
- Overdue amounts accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law.
- All fees are non-refundable except as expressly stated in these Terms or required by applicable law.
- Maxta may increase subscription fees upon sixty (60) days' prior written notice, effective at the next renewal period.
- Customer is responsible for all applicable taxes, duties, and levies, excluding taxes on Maxta's net income.
Confidentiality
"Confidential Information" means any non-public information disclosed by one party ("Discloser") to the other ("Recipient") that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.
Each Recipient shall: (a) hold Confidential Information in strict confidence using at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care; (b) not disclose Confidential Information to any third party without the Discloser's prior written consent, except to employees, contractors, and advisors who need to know such information and are bound by equivalent confidentiality obligations; and (c) use Confidential Information solely for the purpose of performing obligations or exercising rights under these Terms.
Confidentiality obligations do not apply to information that: (a) is or becomes publicly known through no breach of these Terms; (b) was rightfully known by the Recipient prior to disclosure; (c) is independently developed by the Recipient without use of Confidential Information; or (d) is required to be disclosed by law or court order, provided the Recipient gives prior written notice to enable the Discloser to seek a protective order.
The terms of any Order Form, pricing, and any non-public product roadmap information are deemed Maxta's Confidential Information.
Partner Program
Participation in Maxta's partner programs (Technology Partner, Channel Partner, System Integrator) is subject to a separate Partner Agreement. Partners must comply with Maxta's Partner Code of Conduct, branding guidelines, and certification requirements as published in the Partner Portal. Maxta reserves the right to modify partner tier benefits, certifications, and program terms upon sixty (60) days' prior written notice.
Support and Service Levels
Maxta will provide support for the Services in accordance with the Support Policy applicable to Customer's subscription tier, as published at www.maxta.com and incorporated herein by reference. Enterprise customers may negotiate customized service level agreements in their Order Form. Maxta will use commercially reasonable efforts to notify Customer of scheduled maintenance with reasonable advance notice.
Warranties and Disclaimers
11.1 Mutual Warranties
Each party represents and warrants that: (a) it has full authority to enter into these Terms; (b) these Terms are binding upon and enforceable against it; and (c) the execution and performance of these Terms do not violate any other agreement or applicable law.
11.2 Maxta's Limited Warranty
Maxta warrants that: (a) MaxtaOS and MaxModel will materially conform to their Documentation under normal use during the Subscription Term; and (b) MaxDeploy hardware will be free from material defects in materials and workmanship for twelve (12) months from the date of delivery. Customer's exclusive remedy for a breach of these warranties is, at Maxta's election, repair, replacement, or refund of the applicable fees.
11.3 Disclaimer
EXCEPT AS EXPRESSLY SET FORTH IN SECTION 11.2, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND. MAXTA EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. MAXTA DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR THAT AI MODEL OUTPUTS WILL BE ACCURATE OR SUITABLE FOR ANY PARTICULAR PURPOSE.
Indemnification
12.1 Maxta's Indemnification
Maxta shall defend, indemnify, and hold Customer harmless from third-party claims alleging that the Services, as provided by Maxta and used in accordance with these Terms, infringe any patent, copyright, trademark, or trade secret of a third party. Maxta's obligations are conditioned upon Customer: (a) promptly notifying Maxta of the claim; (b) granting Maxta sole control of the defense and settlement; and (c) providing reasonable cooperation. This Section does not apply to infringement arising from Customer Data, Customer's modifications, combination with non-Maxta products, or use contrary to Documentation or these Terms.
12.2 Customer's Indemnification
Customer shall defend, indemnify, and hold Maxta harmless from third-party claims arising from: (a) Customer Data; (b) Customer's use of the Services in violation of these Terms or applicable law; (c) Customer's products or services; or (d) Customer's breach of its representations and warranties.
Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING LOSS OF PROFITS, REVENUE, GOODWILL, DATA, OR BUSINESS OPPORTUNITY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Each party's total cumulative liability arising out of or related to these Terms shall not exceed the total fees paid or payable by Customer in the twelve (12) months preceding the claim.
The foregoing limitations do not apply to: (a) either party's indemnification obligations; (b) either party's breach of confidentiality; (c) Customer's payment obligations; or (d) any liability that cannot be limited under applicable law.
Term and Termination
14.1 Term
These Terms are effective as of the date Customer first accesses the Services and continue until all Order Forms have expired or been terminated.
14.2 Termination for Cause
Either party may terminate these Terms or any Order Form for material breach if the breaching party fails to cure the breach within thirty (30) days of written notice specifying the breach. Maxta may immediately suspend access to the Services upon Customer's failure to pay undisputed fees after a fifteen (15) day cure period.
14.3 Effect of Termination
Upon termination or expiration: (a) all licenses granted hereunder immediately terminate; (b) Customer shall promptly cease all use of the Services and destroy or return all Maxta Confidential Information; and (c) all provisions that by their nature should survive termination shall survive, including Sections 6, 8, 12, 13, and 15.
14.4 Data Retrieval
For cloud-managed Services, Maxta will make Customer Data available for export for thirty (30) days following termination. Thereafter, Maxta will securely delete Customer Data in accordance with its data disposal procedures.
General Provisions
15.1 Governing Law and Dispute Resolution
These Terms shall be governed by the laws of the State of California, without regard to its conflict of law principles. Any dispute shall be finally settled by binding arbitration administered by JAMS in Santa Clara County, California, conducted in English by a single arbitrator. Nothing in this Section prevents either party from seeking injunctive or equitable relief in any court of competent jurisdiction to prevent irreparable harm.
15.2 Export Controls
Customer shall comply with all applicable export control laws and regulations, including the U.S. Export Administration Regulations (EAR) and sanctions administered by OFAC. Customer represents it is not located in, under the control of, or a national or resident of any country subject to U.S. trade embargo, and is not on any U.S. prohibited-party list.
15.3 Force Majeure
Neither party shall be liable for delays or failures in performance resulting from circumstances beyond its reasonable control, including acts of God, pandemics, government actions, power outages, or internet disruptions, provided the affected party promptly notifies the other and uses commercially reasonable efforts to resume performance.
15.4 Assignment
Customer may not assign these Terms without Maxta's prior written consent, which shall not be unreasonably withheld. Maxta may assign these Terms without consent in connection with a merger, acquisition, or sale of substantially all its assets. Any attempted assignment in violation of this Section is void.
15.5 Entire Agreement; Amendments
These Terms, together with all Order Forms and Maxta's Privacy Policy, constitute the entire agreement between the parties and supersede all prior agreements and understandings. Maxta reserves the right to modify these Terms upon thirty (30) days' prior notice. Your continued use of the Services after the effective date of any modification constitutes acceptance.
15.6 Severability and Waiver
If any provision of these Terms is found to be unenforceable, it shall be modified to the minimum extent necessary to make it enforceable, and the remaining provisions shall continue in full force. No waiver of any breach shall constitute a waiver of any subsequent breach.
15.7 Relationship of the Parties
The parties are independent contractors. Nothing in these Terms creates any partnership, joint venture, employment, franchise, or agency relationship between the parties.
15.8 Notices and Contact
All legal notices shall be in writing and delivered to Maxta at legal@maxta.com or by certified mail to 2901 Tasman Drive, Suite 107, Santa Clara, CA 95054, USA. Notices to Customer shall be sent to the address provided in the applicable Order Form.