Terms of Service

IMPORTANT NOTICE:
This is a working template. Review by legal counsel required before publication.
Last updated: 2026-09-25

1. Acceptance of Terms

These Terms of Service (“Agreement”) constitute a legally binding agreement between RSX (“Company”, “we”, “us”, or “our”) and the organization or individual agreeing to these terms (“Client”, “Customer”, or “you”). By accessing our website, submitting an onboarding inquiry, or subscribing to any services provided by RSX (collectively, the “Services”), you agree to be bound by this Agreement.

If you are entering into this Agreement on behalf of a corporation, partnership, or other legal entity, you represent and warrant that you have full legal authority to bind such entity to these terms.

2. Scope of the Services

RSX provides independent technical certification and structural quality auditing software for business datasets and operational documentation.

The Services evaluate data against objective schema rules, structural constraints, and domain quality criteria. The Services do not provide legal, financial, investment, or regulatory compliance advice. Client retains sole responsibility for all business decisions, actions, and operational policies derived from or informed by deliverables produced through the Services.

3. Client Obligations & Data Ownership

3.1 Data Ownership

Client retains all right, title, and interest (including all intellectual property rights) in and to all tabular datasets, proprietary records, and materials submitted to RSX for assessment (“Client Data”). RSX claims no ownership over Client Data.

3.2 Submission Channels

Client acknowledges that the RSX public website does not receive, ingest, or store Client Data. All Client Data must be transmitted exclusively through private, encrypted transfer channels authorized during client onboarding. Client agrees not to submit sensitive personally identifiable information (PII), protected health information (PHI), or payment card details unless explicitly agreed in writing under a customized engagement addendum.

3.3 Accuracy and Lawfulness

Client represents and warrants that it possesses all necessary consents, licenses, and legal permissions to disclose and submit Client Data to RSX for the purpose of receiving the Services.

4. Fees, Capacity, and Payment

4.1 Subscription and Capacity Tiers

Fees for the Services are structured around monthly processing capacity tiers measured in processed data cells or operational units, as published on our pricing schedule.

4.2 Payment Terms

• Subscription fees are billed in advance on a monthly recurring basis unless otherwise specified in an applicable order form or statement of work.
• Invoicing and payment currency: [PROJECT OWNER DECISION REQUIRED: Invoicing currency, payment gateway, and payment net terms (e.g., Net 30 vs. credit card auto-debit)].
• Taxes: Stated fees are exclusive of applicable national, state, or local sales, use, or value-added taxes, which remain the responsibility of Client.

4.3 Capacity Allotments and Rollover

Monthly capacity allotments are valid strictly within the designated monthly billing period. Unused monthly processing allowances do not roll over to subsequent months and are non-refundable.

5. Intellectual Property Rights

5.1 RSX Proprietary Technology

RSX retains all right, title, and interest in and to the Services, underlying validation engines, software pipelines, report templates, algorithms, and documentation, including all enhancements and derivative works.

5.2 Deliverables License

Upon full payment of applicable fees, RSX grants Client a perpetual, worldwide, non-exclusive, non-transferable license to use, reproduce, distribute internally, and display the generated assessment reports (including Executive Summaries and technical quality audits) solely for Client’s internal business and governance purposes.

6. Confidentiality

“Confidential Information” refers to any non-public information disclosed by either party to the other, including Client Data, proprietary algorithms, pricing terms, and technical specifications. Each party agrees to protect the Confidential Information of the other party with the same degree of care it uses for its own confidential assets (and in no event less than reasonable care), and shall not disclose such information to third parties except to authorized employees or subcontractors bound by equivalent confidentiality obligations.

RSX explicitly commits that it will not utilize Client Data to train public machine learning models or share Client Data with third-party software vendors.

7. Disclaimers & Limitation of Liability

7.1 Warranty Disclaimer

THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. RSX EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. RSX DOES NOT WARRANT THAT THE SERVICES WILL DETECT EVERY DATA ANOMALY OR THAT SERVICE DELIVERABLES WILL BE ERROR-FREE.

7.2 Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL RSX BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF DATA, OR BUSINESS INTERRUPTION, ARISING OUT OF OR IN CONNECTION WITH THE SERVICES, REGARDLESS OF THE LEGAL THEORY ASSERTED.

RSX’S TOTAL AGGREGATE LIABILITY ARISING UNDER OR RELATED TO THIS AGREEMENT SHALL BE STRICTLY LIMITED TO THE TOTAL FEES ACTUALLY PAID BY CLIENT TO RSX FOR THE SPECIFIC SERVICE ENGAGEMENT GIVING RISE TO LIABILITY IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

8. Term & Termination

This Agreement commences upon Client’s acceptance or initial use of the Services and continues on a month-to-month basis until terminated. Either party may terminate a monthly subscription upon thirty (30) days’ written notice prior to the end of the current billing cycle. Either party may terminate immediately if the other party breaches a material obligation and fails to cure such breach within fifteen (15) days of receipt of written notice.

Upon termination, Client’s right to submit new datasets terminates, but accrued licenses to previously delivered assessment packages survive.

9. Governing Law & Dispute Resolution

This Agreement and any dispute arising from or related to the Services shall be governed by and construed in accordance with the laws of:
[PROJECT OWNER DECISION REQUIRED: Specify governing jurisdiction, e.g., State of Delaware, USA, or Province/Country], without regard to conflict of law principles.

Any dispute, controversy, or claim arising out of or relating to this Agreement shall be resolved through good-faith executive negotiation. If unresolved within thirty (30) days, disputes shall be submitted to:
[PROJECT OWNER DECISION REQUIRED: Specify dispute venue, e.g., binding arbitration under AAA rules in [City], or exclusive court jurisdiction].

10. Contact

Legal notices and inquiries regarding these Terms should be directed to:
RSX Legal & Operations: contact@rsxintelligence.com