Terms of Service

Effective Date: July 4, 2025

Axis Operating Systems LLC (“Axis,” “we,” “us,” “our”) licenses software and provides configuration and consulting services described below. By downloading, installing, accessing, or using any Axis offering, you (“you,” “Customer,” “User”) agree to these Terms. If you do not accept them, do not use the software or services.

These Terms are a commercial agreement between you and Axis. They are not legal advice. You should consult your own attorney to understand how they apply to your specific regulatory and contractual obligations.

0. Products Covered

• Axis EHR (Local-Only): a progressive web app (PWA) where all records, files, and notes are stored entirely on your device.
• Axis Voice & SMS AI (“Receptionist”): a configuration/enablement service that connects your Google Sheets, Google Calendar, and Gmail to telephony (Twilio) and optional voice/LLM vendors you approve. We configure; you control.
• Axis AI Automation Audit (“AI Audit”): a focused strategy and workflow audit where we review your current tools and processes, propose automations, and may help configure or prototype integrations in your own SaaS accounts (for example, Google Workspace, Twilio, n8n, or other services you choose).
• Axis Managed Automations (“Managed n8n Service”): optional, hosted automation workflows (for example, using n8n or equivalent) that run on infrastructure controlled by Axis. These workflows may connect to your systems (e.g., Google Workspace, Twilio, CRMs) and process data on your behalf.
• These Terms also apply to any updates, add-ons, or successor versions of the above offerings, unless we provide different terms that replace or supplement these.

1. Scope of License & Use

• You receive a limited, non-exclusive, non-transferable, revocable license to install and use Axis software on devices you own or control, for your internal business or personal use.
• Documentation, diagrams, templates, scripts, and other deliverables from the AI Audit or other consulting work are licensed for your internal use only and may not be resold or redistributed.
• No resale, sublicense, reverse engineering, copying, public posting, or redistribution.
• The software is licensed, not sold. All rights not expressly granted are reserved by Axis.

2. Axis EHR Is Local-Only

• Axis EHR is a local application. We do not access, store, transmit, or process your EHR data.
• No Axis server accounts or cloud storage are provided for your records. You are the sole custodian of all data you store.
• You are responsible for compliance, access control, device security, and backups for any data you keep in Axis EHR.

3. No Medical, Legal, or Compliance Advice

Axis provides software, configuration, and workflow consulting services only. We do not provide medical, legal, billing, or compliance advice. This includes any recommendations, automations, diagrams, or prototypes delivered as part of the AI Audit, receptionist setup, or Managed Automations. You are solely responsible for how you use the products and services and for meeting all laws and professional standards (including HIPAA or equivalents). You should consult your own professional advisors before relying on any configuration or recommendation.

4. Your Data, Your Responsibility

• You are the exclusive controller/custodian of your data. We cannot restore or access it.
• Backups and disaster recovery are solely your responsibility.
• Secure your devices and restrict local access appropriately.
• For the AI Audit, you are responsible for what information you share with us during sessions, screen shares, or documentation, and for ensuring you have the right to share that information.
• You are responsible for testing, validating, and monitoring any automations or workflows you implement based on our recommendations, including those we help you configure.

5. HIPAA & Data Privacy

• For Axis EHR, we do not receive, store, or transmit PHI. No Business Associate relationship arises with us for the local-only EHR.
• For the Voice & SMS AI service, AI Audit, and Managed Automations, you connect your own providers (Google Workspace, Twilio, optional voice/LLM, automation tools). To the extent those vendors process personal data at your direction, they act as your service providers. You are responsible for any required agreements with them and for lawful use.
• You must not share PHI or other regulated data with us during the AI Audit or support interactions unless you have a lawful basis, appropriate agreements in place, and have configured your systems to satisfy applicable privacy and security requirements.
• Axis is not your Business Associate for any offering unless we enter into a separate, fully executed Business Associate Agreement (BAA) that expressly states that role. Do not treat these Terms alone as a BAA.
• Use of Axis products never guarantees legal or regulatory compliance.

6. Voice & SMS AI Service Terms

These terms apply when we configure your receptionist automations that interact with Google Sheets/Calendar/Gmail, Twilio, and optional voice/LLM vendors (e.g., Retell, OpenAI, Google Gemini) you approve.

• Least-Privilege Access: We request the minimum OAuth scopes and API keys needed. You may revoke access at any time in your accounts.
• Telecom Compliance: You are responsible for A2P 10DLC/Toll-Free registration, consent/opt-in, STOP/HELP handling, content rules, quiet hours, and carrier policies. We can assist with filings but do not guarantee approval or delivery.
• Prohibited Messaging: No SHAFT content (sex/hate/alcohol/firearms/ tobacco), illegal content, or deceptive claims. You will not use the service for spam or unsolicited messaging.
• Recording & Transcripts: Disabled by default. If you enable them, you must obtain legally required one-party/two-party consent and set retention in your provider account.
• Number Ownership: Numbers and logs should reside in your Twilio account (preferred). If we provision on your behalf, ownership can be transferred upon request; fees by carriers may apply.
• Model Outputs: LLM/voice outputs are probabilistic and may be inaccurate. Do not rely on them for diagnosis, emergency, or safety-critical decisions. Maintain human oversight at all times.
• Fair Use & Rate Limits: Carriers enforce throughput and rate caps. We may throttle/suspend configurations to preserve deliverability or comply with policies.
• No Emergency Services: The service cannot route or handle emergency calls/messages (e.g., 911). You must publish and provide alternate emergency contact methods.

7. Managed Automations Hosted by Axis

• When you choose to have automations hosted in Axis-controlled infrastructure (for example, n8n instances, queues, and schedulers that Axis operates), Axis will act as a service provider / data processor for the data that passes through those workflows.
• These workflows may read, transform, and write data between your systems (for example, Google Workspace, Twilio, CRMs, forms, and other APIs) in order to perform the automations described in your proposal or statement of work.
• You remain the controller / owner of your underlying business data. Axis does not claim ownership of customer or patient records processed via these workflows.
• Axis may temporarily store logs, execution metadata, and error traces for troubleshooting and reliability. Axis will not intentionally use this data to train generic machine learning models, and will not sell it to third parties.
• You agree not to route highly sensitive or regulated data (including PHI, full payment card numbers, government IDs, or children’s data) through Axis-managed automations unless we have a separate written agreement that explicitly covers that data and any required regulatory obligations (for example, a Business Associate Agreement or Data Processing Agreement).
• Axis may use reputable third-party infrastructure providers (for example, hosting, managed databases, observability tools) as sub-processors for operating the Managed Automations service. Upon request, Axis can provide a current list of core sub-processors.
• You are responsible for ensuring that your use of the Managed Automations service, and the data you choose to send through it, complies with all applicable laws, regulations, and your own customer commitments.

Axis does not agree to act as a HIPAA Business Associate for Managed Automations unless there is a separate, fully executed Business Associate Agreement. Do not use Axis-managed infrastructure to process PHI without such an agreement.

8. Third-Party Services, Dependencies, and Platform Limitations

Meta Platforms (Facebook & Instagram) Data

If you connect any Meta products or services (for example, Facebook Pages, Instagram accounts, lead forms, ads, or related APIs) to Axis, we may receive and process data made available by Meta (“Platform Data”) solely to provide the services you request. This may include syncing leads or form submissions into your CRM or Google Sheet, triggering follow-up messages you approve, and generating simple performance reports for your own business use.

• Axis processes Platform Data only on behalf of the Meta Business Account or customer that owns it and does not sell Platform Data or use it to build profiles for other customers.
• Axis does not combine Platform Data across unrelated customers except in an aggregated or de-identified form that does not identify you or your end users.
• Platform Data is retained only as reasonably necessary to operate and troubleshoot the services, comply with law, and meet your documented instructions, after which it is deleted or de-identified.
• Your use of Meta products and Platform Data is also governed by Meta’s own terms and policies. You are responsible for obtaining any consents, configuring your Meta assets correctly, and ensuring that your use of Platform Data (including any instructions you give Axis) complies with those terms and with applicable law.
• You may disconnect Axis from your Meta assets at any time using Meta’s tools and our product settings; doing so may affect functionality that depends on Platform Data.

9. Indemnification

You will defend, indemnify, and hold harmless Axis and our officers, employees, and agents from any claims, damages, costs, or liabilities (including reasonable attorneys’ fees) arising out of (a) your data or content, (b) your breach of these Terms, (c) your violation of law or third-party rights, (d) your telecom and messaging practices (including consent, A2P filings, content, and deliverability), or (e) your implementation and operation of automations, workflows, or processes discussed or configured during the AI Audit or Managed Automations.

10. Software Updates & Support

Updates and support are at our discretion. We do not request remote access to your device or data. Beta features may be unstable and are provided “as-is.” For consulting, AI Audit, and Managed Automations work, any follow-up support, changes, or extensions are provided only as agreed in a separate written scope or order.

11. Suspension & Termination

• We may suspend configurations, Managed Automations, or revoke licenses for policy violations, abuse, security risk, non-payment, or legal compliance.
• You may stop using the software or services at any time; your local data remains under your control.

12. Limitation of Liability & Disclaimers

13. Governing Law, Arbitration, & Class Waiver

• Texas law governs, without regard to conflict-of-laws rules.
• All disputes are resolved by binding individual arbitration in Texas; no class or representative actions.

14. Export Controls & Sanctions

You represent that you are not located in, under control of, or a national or resident of any country or entity subject to U.S. embargoes or sanctions. You will not use Axis in violation of export control laws.

15. Payments, Taxes, and Refunds

• Fees are due at purchase or as otherwise stated in an order or invoice and processed by third-party payment providers.
• You are responsible for all applicable taxes and governmental charges.
• All sales are final and non-refundable, including one-time AI Audit fees, setup fees, and subscription payments unless expressly stated otherwise in writing.

16. Acceptable Use & Prohibited Conduct

• No infringement, illegal activity, harassment, exploits, or attempts to bypass security.
• No spam; messaging requires lawful consent and compliant content at all times.
• No emergency handling or life-support/safety-critical reliance on any AI output.

17. Severability & Entire Agreement

• If any provision is unenforceable, it will be limited to the minimum necessary.
• These Terms are the entire agreement and supersede prior understandings.

18. Changes to Terms

We may update these Terms by posting a revised version with a new effective date. Continued use constitutes acceptance. If you disagree, cease use immediately.

19. Contact

Questions? Email support@axisoperatingsystems.com.