Terms of Service

1. Agreement and scope

These Terms are between you and Auxilery LLC, a New York, United States limited liability company ("Auxilery," "we," "us," or "our"), whose contact details appear in Section 16. By accepting these Terms, or using the Services after being given reasonable notice of them where that establishes an agreement under applicable law, you agree to them. If you do not agree, do not use the Services. If you act for an organization, you represent that you are authorized to bind it, and "you" includes that organization.

Additional terms disclosed for a product, purchase, or feature apply to that offering. A signed agreement controls over conflicting general terms; otherwise, specific product terms control for their subject matter. Our Privacy Policy explains our data practices. Agreement to these Terms does not replace any separate privacy consent required by law or platform rules.

Provisions about accounts, user content, AI features, payments, or subscriptions apply only if the relevant Service offers them. The company landing page does not currently offer those features.

2. Eligibility and accounts

You must be at least 13, meet any higher minimum age specified for a Service, and be legally able to agree to these Terms. If you have not reached legal adulthood, a parent or legal guardian must agree on your behalf and supervise your use where permitted. Do not use a Service if you are prohibited from receiving it by applicable law.

If accounts are offered, provide accurate information, protect your credentials, and tell us promptly about suspected unauthorized access. You are responsible for activity you authorize and for reasonably securing your account. You may not impersonate others, transfer an account without permission, or evade account restrictions.

3. Our Services and intellectual property

Subject to these Terms and any applicable fees, we grant you a limited, nonexclusive, nontransferable, nonsublicensable right to access and use the Services for their intended purposes during your authorized use. A downloadable application is licensed, not sold, subject to any controlling app-store or product license.

We and our licensors retain all rights in the Services, software, designs, branding, documentation, and technology, including improvements and models we develop, except for your original content and rights expressly granted to you. No rights in Auxilery trademarks are granted. Third-party and open-source materials remain subject to their respective licenses; these Terms do not restrict rights granted by those licenses.

We may develop products, ideas, or technology similar to material you provide. Similarity alone does not create ownership, compensation, exclusivity, or a duty to use your material, subject to your intellectual property rights and any express confidentiality agreement.

4. Your content, our license, and research rights

You keep ownership of your original content. "Your Content" means information and material you submit to or make available through a Service, including text, prompts, files, media, and feedback. You grant the licenses below only to the extent you hold the relevant rights.

Service and development license. You grant Auxilery a worldwide, nonexclusive, royalty-free, fully paid license to host, store, reproduce, process, analyze, adapt, translate, and create derivative works from Your Content, and to transmit, display, and distribute it as needed to provide the Service and carry out the uses you authorize. Subject to the Privacy Policy, applicable product notices, your choices, law, and our other agreements, this license also includes using eligible content to research, develop, train, fine-tune, evaluate, improve, and commercialize our products, datasets, algorithms, and machine-learning models, including large language models.

We may sublicense these rights to providers working for us for those purposes and transfer them as part of a permitted business transfer. This license does not authorize unrestricted public disclosure of private content, sale of identifiable user content as a standalone dataset, or independent third-party training without the applicable notice, rights, and lawful basis.

Duration and deletion. The license continues for as long as we lawfully retain Your Content for the permitted purposes. After you delete content or close an account, limited retention may continue for lawful backups, security, legal obligations, or claims as described in the Privacy Policy. Subject to applicable rights and restrictions, we may continue to use lawfully created deidentified or aggregated information and resulting models, statistics, and technology for as long as they remain lawful to retain and use. That continuing right does not override a valid privacy request, a confidentiality obligation, or a requirement affecting personal information embedded in a model.

Feedback. If you voluntarily provide suggestions or product feedback, you grant us a perpetual, irrevocable, worldwide, transferable, sublicensable, royalty-free license to use and commercialize the suggestions without attribution or compensation, to the extent permitted by law. This does not transfer your ownership or waive rights over personal information contained in the feedback.

Your responsibilities. You represent that you have the rights and permissions needed to submit Your Content and grant these licenses. You are responsible for its legality, accuracy, and use, including obtaining permission for other people's information. Do not provide confidential or restricted material unless the Service supports that use and your agreements permit it. A separate written confidentiality agreement or data-processing agreement takes precedence where applicable.

We may review or remove content and restrict its processing to address misuse, legal obligations, or violations of these Terms. We are not required to host particular content or to use it for research. No license in this section expands the uses of personal information beyond what is lawfully permitted under our Privacy Policy and applicable notices.

5. AI features and generated output

If a Service provides AI features, outputs may be inaccurate, incomplete, biased, nonunique, or unsuitable for your intended use. Review and verify them before relying on, publishing, or acting on them. You are responsible for your inputs, your decisions, and your use of outputs.

Unless specific product terms say otherwise, we do not claim ownership of your original inputs. To the extent we have rights in output generated specifically for you, we grant you a nonexclusive right to use that output for lawful personal or commercial purposes, subject to these Terms and any disclosed third-party restrictions. This does not grant rights in another person's material, our underlying technology, or output supplied to someone else, and we do not guarantee that output is copyrightable or free of third-party rights.

Unless expressly agreed in a product-specific written agreement, the Services do not provide professional medical, legal, financial, or other regulated advice and are not designed for emergency response or safety-critical use. Obtain appropriate professional advice and independent review for consequential decisions.

6. Acceptable use

You may not use the Services to:

• Break the law; infringe intellectual property, privacy, or other rights; exploit children; or facilitate fraud, threats, harassment, or other unlawful harm.
• Upload malicious code, interfere with operation, gain unauthorized access, or bypass security, access controls, usage limits, or payment requirements.
• Extract data through unauthorized scraping, systematically copy or resell the Services, or use automated access that imposes an unreasonable load.
• Reverse engineer or attempt to extract source code, model weights, or nonpublic components, except where a right to do so cannot legally be restricted.
• Misrepresent your identity, affiliation, or the source of material; remove proprietary notices; or help another person violate these Terms.

Permissions expressly granted in a product's documentation or a separate agreement control for the activities they cover. Applicable nonwaivable rights, including lawful interoperability and security-research rights, remain intact.

7. Purchases and subscriptions, if offered

Prices, billing frequency, included features, trial conditions, renewal terms, and applicable taxes are disclosed before purchase. You authorize the charges you expressly accept. A subscription renews only under the renewal terms presented and agreed to at checkout and as permitted by law. Cancel using the disclosed account controls or the store through which you subscribed.

Unless the purchase terms, app-store rules, or law provide otherwise, fees are nonrefundable and cancellation takes effect at the end of the current paid period. This does not limit mandatory withdrawal, refund, cancellation, or other consumer rights. Price changes apply prospectively with required notice and consent. We may suspend paid features for overdue amounts after any required notice.

Apple, Google, or another marketplace may manage billing, cancellation, and refunds for purchases made there. Their applicable payment rules govern those transactions. These general Terms alone do not start a trial, create a subscription, or authorize a payment.

8. Third parties and app stores

The Services may link to or work with third-party content, integrations, software, or platforms. Their availability and terms are controlled by their providers. We are not responsible for independent third-party services except to the extent required by law or expressly promised in our agreement. Your separate agreements with those providers continue to apply.

An app obtained through an app store is also subject to that store's applicable usage rules and end-user license. Where Apple's standard end-user license applies, it continues to govern the application license; these Terms supplement it for Auxilery's Services and do not purport to replace it with a custom app license. Nothing here imposes obligations on Apple, Google, Meta, TikTok, or another platform or implies their endorsement.

9. Service changes, suspension, and termination

We may update, modify, limit, or discontinue Services or features. We may suspend or terminate access for breach, misuse, security risks, legal requirements, or discontinuation of a Service. We may act immediately where necessary to address an urgent risk or legal obligation; otherwise, we will provide notice where required. For paid commitments, we will honor applicable contractual and statutory obligations, including required refunds or access periods.

You may stop using the Services at any time and request account deletion where accounts are offered. Ending use does not automatically cancel a subscription purchased through an app store; follow the relevant cancellation process. On termination, your permission to use the affected Service ends, and outstanding payment obligations remain subject to applicable law.

Terms that by their nature should survive continue to apply, including accrued payment obligations, ownership, permitted continuing licenses, disclaimers, liability limitations, and dispute provisions. Retention and deletion remain governed by the Privacy Policy and applicable law.

10. Disclaimers

To the maximum extent permitted by law, the Services are provided "as is" and "as available." Auxilery and its licensors disclaim warranties and conditions, express, implied, or statutory, including merchantability, fitness for a particular purpose, title, and noninfringement. We do not promise uninterrupted or error-free operation, absolute security, accurate results, compatibility with every system, or correction of every defect.

You are responsible for appropriate backups and evaluating whether a Service meets your needs. Experimental or beta features may change or be withdrawn. Nothing in these Terms excludes a mandatory warranty, an express commitment in a controlling agreement, or a consumer guarantee that cannot lawfully be excluded.

11. Limitations of liability

To the maximum extent permitted by law, Auxilery and its owners, personnel, affiliates, suppliers, and licensors will not be liable for indirect, incidental, special, consequential, exemplary, or punitive damages, or loss of profits, revenue, business opportunities, goodwill, or data arising from the Services or these Terms, even if advised of the possibility.

To the maximum extent permitted by law, our total aggregate liability for all claims relating to the Services or these Terms will not exceed the greater of US $100 or the amount you paid Auxilery for the affected Service in the 12 months before the event giving rise to the claim. These limits apply regardless of the legal theory of the claim and form part of the basis on which we offer the Services.

These exclusions and limits do not apply to liability that cannot lawfully be excluded or limited, including fraud, willful misconduct, gross negligence where not excludable, death or personal injury caused by negligence where protected by law, or mandatory consumer and data-protection remedies. If a limitation is not enforceable, liability is limited only to the extent the law permits.

12. Indemnity for business use

If you use the Services for a business or organization, to the extent permitted by law, you agree to defend and indemnify Auxilery and its personnel against third-party claims and reasonable associated costs, including legal fees, arising from Your Content, your unlawful use of the Services, or your material breach of these Terms. This does not apply to the extent a claim results from our breach, negligence, or willful misconduct.

We will provide reasonably prompt notice of a claim and reasonable cooperation. We may participate with our own counsel. You may not settle a claim in a way that admits fault, imposes a nonmonetary obligation, or fails to fully release an indemnified party without its written consent. This section does not impose a business indemnity on someone using the Services solely as a consumer.

13. Governing law and disputes

These Terms and disputes arising from them or the Services are governed by the laws of the State of New York and applicable United States federal law, without regard to conflict-of-laws rules. Subject to the exceptions below, you and Auxilery consent to the exclusive jurisdiction of state and federal courts of competent jurisdiction in New York.

If you are a consumer, this choice does not deprive you of mandatory protections under the law of your habitual residence or restrict a right to bring a claim in your local courts where applicable law provides that right. Either party may bring an eligible claim in a small-claims court of competent jurisdiction. Nothing here restricts a right or remedy that cannot legally be waived.

Please contact us first so we can try to resolve a concern informally. This request does not delay or condition your right to seek urgent relief, exercise statutory rights, report a matter to a regulator, or file a claim within an applicable deadline.

14. General terms

These Terms and applicable additional terms form the agreement concerning the Services and replace prior agreements on that subject, except for separate agreements that expressly remain in effect. If a provision is unenforceable, the remainder continues to apply, and the affected provision will operate only to the extent permitted by law. A failure to enforce a provision is not a waiver.

You may not assign these Terms without our written consent, except as permitted by mandatory law. We may assign them in connection with a merger, reorganization, or transfer of the relevant business, subject to your mandatory rights. No assignment reduces applicable privacy obligations. These Terms do not create a partnership, employment, agency, or joint venture.

To the extent permitted by law, we are not responsible for delays or failures caused by events beyond our reasonable control, but we remain responsible for mandatory consumer remedies. Electronic notices may be provided through the Services or contact details you supply where legally permitted.

15. Changes to these Terms

We may revise these Terms and will update the date above. Changes apply prospectively after the stated effective date and any required notice or acceptance. For material changes, we will provide appropriate notice and obtain agreement where required. Continued use constitutes acceptance only where legally sufficient. Changes do not retroactively expand rights over previously collected personal information contrary to the Privacy Policy or law.

16. Contact

Auxilery LLC
New York, United States

Questions about these Terms, support, or content concerns: privacy@auxilery.com