Terms and Conditions
Effective date: July 7, 2026 · Last updated: July 7, 2026
1. Title and definitions
These Terms and Conditions ("Terms") govern access to and use of the website located at claxioai.com and any successor site (the "Website"), and the artificial intelligence, automation, software, and technology consulting services (the "Services") offered by Claxio AI Consulting LLC, a Georgia limited liability company with a principal address of 1611 Elder Mill Road, Watkinsville, GA 30677 ("Claxio AI," "we," "our," or "us").
As used in these Terms: "Client" means any individual or entity that engages Claxio AI to perform Services, whether under a signed services agreement, statement of work, or other written engagement (an "Engagement Agreement"). "User" means any individual who accesses or uses the Website, whether or not that individual is also a Client. "Client Materials" means data, content, systems access, documentation, or other information a Client or its personnel provide to Claxio AI in connection with an Engagement Agreement. "AI Tools" means artificial intelligence or machine learning–based tools, models, or platforms (whether developed by Claxio AI or licensed from third parties) used in delivering the Services. "Content" means text, graphics, logos, software, and other materials made available on the Website.
2. Acceptance of terms
By accessing or using the Website, submitting information through a contact or scheduling form, or engaging Claxio AI for Services, you acknowledge that you have read, understood, and agree to be bound by these Terms and by our Privacy Policy, which is incorporated into these Terms by reference. If you do not agree to these Terms, you must not use the Website or the Services. You may access our Privacy Policy through our link: claxioai.com/privacy.
If you are accessing the Website or engaging the Services on behalf of a company or other legal entity, you represent that you have the authority to bind that entity to these Terms, in which case "you" refers to that entity.
Where a Client has entered into a separate Engagement Agreement with Claxio AI that conflicts with these Terms, the Engagement Agreement will control with respect to the Services provided under it, and these Terms will otherwise apply to the extent not inconsistent with that agreement.
3. Eligibility
The Website and Services are intended for a business audience and are not directed to, and may not be used by, individuals under the age of 18. By using the Website or Services, you represent that you are at least 18 years old and are legally capable of entering into a binding contract.
You further represent that your use of the Website and Services will comply with all applicable laws and regulations, and that you are not located in, or a resident of, any jurisdiction subject to a U.S. government embargo or designated as a "terrorist supporting" jurisdiction, and are not listed on any U.S. government list of prohibited or restricted parties.
4. Website use
Subject to your compliance with these Terms, Claxio AI grants you a limited, non-exclusive, non-transferable, revocable license to access and use the Website for your own internal, non-commercial evaluation of Claxio AI's Services. This license does not include any right to resell or make commercial use of the Website or its Content, to collect or use any product listings, descriptions, or prices, or to make derivative use of the Website or its Content.
The Website and its Content are provided for general informational purposes only. Claxio AI may modify, suspend, or discontinue the Website, or any portion of it, at any time and without notice or liability.
5. Consulting services
Specific Services, deliverables, timelines, fees, and payment terms will be described in an Engagement Agreement executed between Claxio AI and the Client. These Terms apply to all Engagement Agreements except to the extent an Engagement Agreement expressly states otherwise.
Unless otherwise specified in an Engagement Agreement: (a) fees are due within thirty (30) days of invoice date; (b) Claxio AI may suspend Services for accounts with amounts more than thirty (30) days past due; (c) Client is responsible for providing timely access, information, and decisions reasonably necessary for Claxio AI to perform the Services; and (d) either party may terminate an Engagement Agreement for the other party's uncured material breach upon thirty (30) days' written notice.
Claxio AI will perform the Services in a professional and workmanlike manner consistent with generally accepted industry standards. Because consulting engagements, particularly those involving artificial intelligence and automation, depend on factors outside Claxio AI's control (including Client Materials, third-party platforms, and evolving AI Tools), Claxio AI does not guarantee any specific business outcome, cost savings, or performance result from the Services.
6. AI services
Claxio AI may use AI Tools to assist with research, drafting, documentation, software development, workflow automation, and analysis, both in operating the Website and in performing the Services. Appropriate human oversight is applied where appropriate, but AI Tools may be used to generate, summarize, or transform content and code that Claxio AI personnel review before delivery.
AI Tools can produce output that is incomplete, inaccurate, or unsuitable for a particular purpose. You are responsible for independently reviewing and validating any AI-assisted output, analysis, code, or recommendation before relying on it or deploying it in a production environment.
Unless a Client expressly authorizes otherwise in writing, Claxio AI does not intentionally use confidential Client Information to train publicly available artificial intelligence models, consistent with our Privacy Policy.
7. Intellectual property
The Website, including its design, text, graphics, logos, and underlying software, is owned by Claxio AI or its licensors and is protected by copyright, trademark, and other intellectual property laws. Except for the limited license granted in Section 4, no right, title, or interest in the Website or its Content is transferred to you.
Ownership of deliverables and work product created specifically for a Client under an Engagement Agreement will be as set forth in that Engagement Agreement. Absent a contrary provision in an Engagement Agreement: (a) upon full payment, Client owns deliverables created specifically for Client; and (b) Claxio AI retains all right, title, and interest in its pre-existing tools, methodologies, templates, know-how, and any general-purpose or reusable components, libraries, or frameworks used or developed in providing the Services ("Claxio AI Background IP"), and grants Client a non-exclusive, royalty-free license to use Claxio AI Background IP as incorporated into the deliverables for Client's internal business purposes.
"Claxio AI," associated logos, and other marks used on the Website are trademarks of Claxio AI. You may not use these marks without our prior written consent.
8. Client materials
Client Materials remain the property of the Client or its licensors. Claxio AI uses Client Materials solely to perform the Services requested by the Client and in accordance with the applicable Engagement Agreement and our Privacy Policy.
Client represents and warrants that it has all rights necessary to provide Client Materials to Claxio AI and to authorize Claxio AI's use of them as contemplated by the Engagement Agreement, and that Client Materials will not infringe, misappropriate, or violate any third-party right or applicable law.
Where Client provides Claxio AI with access to Client accounts, systems, or environments, Client is responsible for granting the appropriate level of access, revoking access when no longer needed, and maintaining its own backups. Claxio AI is not responsible for loss of Client Materials caused by Client's own systems, third-party platforms, or Client's failure to maintain adequate backups.
9. Confidentiality
Each party may have access to non-public, proprietary, or confidential information of the other party ("Confidential Information"). Each party agrees to use the other party's Confidential Information solely as necessary to perform its obligations or exercise its rights under these Terms or an Engagement Agreement, to protect it using at least the same degree of care it uses to protect its own confidential information of similar nature (and in no event less than reasonable care), and not to disclose it to third parties except to personnel, contractors, or advisors who need to know it and are bound by confidentiality obligations at least as protective as those in these Terms.
Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was rightfully known to the receiving party without restriction before disclosure; (c) is rightfully received from a third party without breach of any confidentiality obligation; or (d) is independently developed without use of or reference to the disclosing party's Confidential Information.
As described in our Privacy Policy, Claxio AI treats Client Information as confidential and applies reasonable administrative, technical, and organizational safeguards designed to protect it against unauthorized access, use, disclosure, alteration, or destruction. In the event of a conflict between these Terms and a client agreement regarding Client Information, the client agreement will govern.
10. Third-party services
Claxio AI uses trusted third-party providers to operate the Website and support the Services, including Cloudflare, Inc. (DNS, CDN, SSL, web application firewall, and DDoS protection), GitHub, Inc. (source code management and software deployment), Calendly (meeting scheduling), and Microsoft 365 (email and business communications). These and other third-party tools that may be used in delivering the Services are governed by their own terms of service and privacy policies, and Claxio AI is not responsible for their acts, omissions, availability, or content.
The Website may link to third-party websites or services. Such links are provided for convenience only, and Claxio AI does not endorse and is not responsible for the content, products, services, or privacy practices of any linked third party. Your use of any third-party website or service is at your own risk and subject to that third party's terms.
11. Website security
Claxio AI uses HTTPS encryption and reasonable administrative, technical, and organizational safeguards to protect the Website, consistent with our Privacy Policy. No system is completely secure, and Claxio AI cannot guarantee that unauthorized third parties will never be able to defeat those measures or use your information for improper purposes.
You are responsible for maintaining the confidentiality of any credentials used to access restricted areas of the Website or Services, and for all activities that occur under your credentials. You agree to notify Claxio AI promptly at Bailey@claxioai.com if you become aware of any unauthorized use of your account or credentials.
12. User obligations
When using the Website or Services, you agree to: provide accurate and complete information when submitting forms, scheduling meetings, or entering into an Engagement Agreement; use the Website only for lawful purposes and in accordance with these Terms; maintain the security of any credentials issued to you; and promptly notify Claxio AI of any known or suspected security incident involving the Website or Services.
13. Prohibited uses
You may not:
- Use the Website or Services in violation of any applicable law, regulation, or third party's rights;
- Attempt to gain unauthorized access to the Website, Claxio AI's systems, or any Client Materials, or to interfere with the security or proper functioning of the Website;
- Introduce viruses, malware, or other harmful code, or engage in denial-of-service attacks, scraping, or automated data collection not expressly authorized by Claxio AI;
- Reverse engineer, decompile, or attempt to derive the source code of any software made available through the Website or Services, except to the extent such restriction is prohibited by applicable law;
- Use the Website or Services to develop a competing product or service, or to train a competing artificial intelligence model without authorization;
- Misrepresent your identity or affiliation, or impersonate any person or entity; or
- Use AI Tools accessed through the Services to generate content that is unlawful, infringing, defamatory, or that violates the rights of a third party.
14. Disclaimers
THE WEBSITE AND ANY CONTENT PROVIDED THROUGH IT ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. CLAXIO AI DOES NOT WARRANT THAT THE WEBSITE WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE, OR THAT ANY DEFECTS WILL BE CORRECTED.
Services performed under an Engagement Agreement are provided subject to the warranties, if any, expressly set forth in that Engagement Agreement. Except as expressly stated in an Engagement Agreement, Services are otherwise provided on an "as is" basis to the fullest extent permitted by applicable law.
15. AI-specific disclaimers
Output generated or assisted by AI Tools, whether presented on the Website or delivered as part of the Services, may contain errors, omissions, biases, or inaccuracies, and may not reflect the most current information available. AI-generated output is not guaranteed to be accurate, complete, reliable, or suitable for any particular purpose, and should not be relied upon as a substitute for independent judgment, testing, or professional review.
Claxio AI does not warrant that any AI Tool used in connection with the Website or Services is free of defects, will produce consistent or reproducible results, or will comply with the requirements of any specific regulatory framework applicable to your industry. You remain solely responsible for determining whether AI-assisted output is fit for your intended use before relying on or deploying it.
16. No professional advice
Information provided on the Website, and general guidance provided in the course of the Services, is provided for informational and business purposes only and does not constitute legal, tax, accounting, financial, cybersecurity, or other professional advice. You should consult qualified professionals regarding your specific circumstances before acting or relying on any such information.
17. Limitation of liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL CLAXIO AI, ITS MEMBERS, MANAGERS, EMPLOYEES, CONTRACTORS, OR AGENTS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, GOODWILL, OR BUSINESS OPPORTUNITY, ARISING OUT OF OR RELATED TO THE WEBSITE OR THE SERVICES, REGARDLESS OF THE THEORY OF LIABILITY AND EVEN IF CLAXIO AI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, CLAXIO AI'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS, THE WEBSITE, OR THE SERVICES WILL NOT EXCEED THE TOTAL FEES ACTUALLY PAID BY CLIENT TO CLAXIO AI FOR THE SERVICES GIVING RISE TO THE CLAIM IN THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY, OR, FOR USERS WHO ARE NOT CLIENTS, ONE HUNDRED DOLLARS ($100).
These limitations apply notwithstanding the failure of essential purpose of any limited remedy, and to the extent an Engagement Agreement contains a different limitation of liability, the Engagement Agreement will govern the Services provided under it. Some jurisdictions do not allow the exclusion or limitation of certain damages, so some of the above limitations may not apply to you.
18. Indemnification
You agree to indemnify, defend, and hold harmless Claxio AI and its members, managers, employees, contractors, and agents from and against any third-party claims, damages, losses, liabilities, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) your use of the Website or Services in violation of these Terms; (b) your violation of applicable law or the rights of a third party; or (c) Client Materials you provide to Claxio AI, including any claim that Client Materials infringe or misappropriate a third party's intellectual property or other rights.
19. Governing law
These Terms, and your access to and use of the Website and Services, as well as any dispute, claim, or controversy arising out of or relating to them, will be governed by and construed in accordance with the laws of the State of Georgia, without regard to conflict-of-law rules or principles (whether of Georgia or any other jurisdiction) that would result in the application of the laws of any other jurisdiction.
Subject to Section 20 (Arbitration), any dispute between the parties that is not subject to arbitration or that cannot be heard in small claims court will be resolved exclusively in the state or federal courts located in Oconee County, Georgia, and the parties consent to the personal jurisdiction and venue of those courts.
20. Arbitration
Please read this section carefully. It affects your rights and requires you to arbitrate most disputes with Claxio AI on an individual basis.
Except for disputes that qualify for small claims court, disputes seeking primarily injunctive or other equitable relief, or disputes involving actual or threatened infringement, misappropriation, or violation of a party's intellectual property or confidentiality rights, you and Claxio AI agree that any dispute, claim, or controversy arising out of or relating to these Terms, the Website, or the Services will be resolved by final and binding arbitration, rather than in court, except as otherwise provided below.
The arbitration will be administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules (or, for individual Users, its Consumer Arbitration Rules, as applicable), and will be conducted by a single arbitrator. The arbitration will take place in Oconee County, Georgia, or another mutually agreed location, or may be conducted remotely or based on written submissions where permitted by the applicable AAA rules. The arbitrator's decision will be final and binding, and judgment on the award may be entered in any court of competent jurisdiction. Each party will bear its own attorneys' fees and costs, except as the arbitrator may otherwise award under applicable law or the applicable Engagement Agreement.
Notwithstanding the foregoing, either party may bring an individual action in small claims court, and either party may seek temporary, preliminary, or permanent injunctive relief in a court of competent jurisdiction to prevent actual or threatened infringement, misappropriation, or violation of a party's intellectual property or confidentiality rights.
21. Class action waiver
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU AND CLAXIO AI AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE ACTION OR PROCEEDING. THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PARTY'S CLAIMS AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A REPRESENTATIVE OR CLASS PROCEEDING. If any part of this class action waiver is found to be unenforceable or unlawful as to all or part of a claim, that part will be severed, and the remaining claims will proceed in arbitration, with the unenforceable or unlawful portion proceeding, if necessary, in a court of competent jurisdiction.
22. Miscellaneous provisions
Severability
If any part of these Terms is deemed unlawful or unenforceable, that part will be severed or limited to the minimum extent necessary, and all other provisions of these Terms will remain in full force and effect.
Entire agreement
These Terms, together with our Privacy Policy and any applicable Engagement Agreement, constitute the entire agreement between you and Claxio AI regarding the Website and the Services, and supersede any prior or contemporaneous agreements regarding the same subject matter, except as expressly stated in a signed Engagement Agreement.
Changes to these terms
Claxio AI may update these Terms from time to time. Revised versions will be posted on the Website with an updated effective date and last updated date. Material changes affecting an active Engagement Agreement will be communicated to the affected Client. Continued use of the Website or Services after changes take effect constitutes acceptance of the revised Terms.
Assignment
You may not assign or transfer these Terms, by operation of law or otherwise, without Claxio AI's prior written consent. Claxio AI may assign these Terms without restriction, including in connection with a merger, acquisition, financing, or sale of assets, consistent with our Privacy Policy.
No waiver
Claxio AI's failure to enforce any right or provision of these Terms will not be deemed a waiver of that right or provision.
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 natural disasters, acts of government, labor disputes, internet or utility failures, or failures of third-party service providers.
Relationship of the parties
Claxio AI provides Services as an independent contractor. Nothing in these Terms creates a partnership, joint venture, agency, or employment relationship between the parties.
Notices
Notices to Claxio AI under these Terms should be sent to Bailey@claxioai.com or to the mailing address in Section 23. Claxio AI may provide notices to you using the contact information you have provided.
23. Contact information
Questions about these Terms may be directed to:
Claxio AI Consulting LLC
1611 Elder Mill Road
Watkinsville, GA 30677
Attention: Bailey Earley
Email: Bailey@claxioai.com