Terms of Service

Effective Date: July 1, 2026
Last Updated: July 1, 2026
Version: en-US 2026-07-01
Contact: [email protected]
Default Contracting Entity: Txaion LLC, a Wyoming limited liability company
Legal Notice Address: Txaion LLC, 30 N Gould St Ste N, Sheridan, WY 82801, United States

These Terms of Service ("Terms") govern access to and use of Txaion websites, applications, hosted software, APIs, AI features, voice features, digital twin features, documentation, support, and related services (collectively, the "Services"). These Terms are a binding agreement between the person or entity using the Services ("Customer," "you," or "your") and Txaion, including the Txaion contracting entity identified in an applicable order form, invoice, subscription page, or other written agreement ("Txaion," "we," "us," or "our").

If an order form or signed agreement identifies a different Txaion contracting entity, that document controls for that transaction. If no entity is identified, "Txaion" means Txaion LLC, a Wyoming limited liability company. These Terms are designed for a U.S. SaaS operating model with Delaware law as the default governing law, subject to mandatory consumer and privacy laws that cannot be waived.

1. Agreement Structure

1.1 Incorporated Policies

The following documents are incorporated into these Terms by reference:

Privacy Policy
Acceptable Use Policy
AI Policy
Biometric, Voice, Likeness, and Digital Twin Consent Notice, when presented or required for relevant features
Data Processing Addendum, when Txaion processes personal data on behalf of a Customer
Security Policy
Subprocessor List
DMCA Policy
Any applicable order form, enterprise agreement, statement of work, invoice, product-specific terms, or online subscription checkout

1.2 Order of Precedence

If there is a conflict, the following order controls unless a signed agreement states otherwise:

Signed enterprise agreement or order form
Data Processing Addendum for data protection matters
Product-specific terms
These Terms
Incorporated policies
Documentation

1.3 Acceptance

By creating an account, clicking to accept, signing an order form, accessing a paid or free trial, using an API key, or otherwise using the Services, you accept these Terms. If you use the Services for an organization, you represent that you have authority to bind that organization.

2. Eligibility and Account Registration

2.1 Age and Capacity

You must be at least 18 years old, or the age of majority in your jurisdiction, to create an account or use paid Services. The Services are not directed to children under 13, and you may not use the Services if you are under 13. If you are between 13 and the age of majority, you may use the Services only with permission and supervision from a parent or legal guardian.

2.2 Account Information

You must provide accurate, current, and complete account, billing, and contact information. You are responsible for keeping that information updated.

2.3 Account Security

You are responsible for all activity under your account, credentials, API keys, OAuth tokens, and administrative users. You must promptly notify Txaion of suspected unauthorized access, credential compromise, or security incidents involving your account.

2.4 Organization Accounts

If you use the Services through an organization, administrators may control access, manage users, view usage, restrict settings, and access Customer Content as permitted by the organization. The organization is responsible for its users and for obtaining all necessary authorizations.

3. Services

3.1 SaaS Access

Subject to these Terms and payment of applicable fees, Txaion grants you a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Services during the applicable subscription term for your internal business or personal use.

3.2 Changes to Services

Txaion may improve, modify, suspend, discontinue, or replace features from time to time. We will use commercially reasonable efforts to avoid materially reducing core paid functionality during a paid subscription term, but we may make changes when necessary for security, legal compliance, platform integrity, third-party provider changes, or product evolution.

3.3 Beta Services

Beta, preview, experimental, waitlist, trial, or early-access features ("Beta Services") are provided for evaluation only. Beta Services may be incomplete, unavailable, inaccurate, unstable, or discontinued at any time. Beta Services are provided without warranties, service commitments, indemnities, or support obligations unless expressly stated in writing.

3.4 Support

Support channels, response targets, and support hours are as described in the applicable plan, order form, or documentation. Unless a separate service level agreement is signed, Txaion does not guarantee response or resolution times.

4. Subscriptions, Fees, Taxes, and Payment

4.1 Fees

You must pay all fees stated in the applicable order form, checkout page, invoice, or subscription plan. Unless stated otherwise, fees are in U.S. dollars and are non-cancelable and non-refundable.

4.2 Subscription Renewals

Paid subscriptions renew automatically for successive periods unless canceled before renewal through the account settings, billing portal, or written notice if required by the applicable order form. Renewal terms and cancellation timing may vary by plan and jurisdiction.

Before you complete a paid subscription, trial that converts to a paid subscription, renewal, usage-based plan, or other recurring billing arrangement, Txaion will provide the material transaction terms reasonably required for the transaction, which may include the subscription period, renewal period, price, billing frequency, trial length, renewal or conversion date, cancellation method, material usage limits, overage charges, and any early termination or non-refundable fee terms. You authorize recurring charges only after accepting those terms.

Where required by applicable law, Txaion will obtain affirmative consent to the recurring billing feature, trial conversion, price change, or other negative-option feature before charging you and may maintain records of that consent. For online consumer subscriptions, Txaion will provide a simple, reasonably accessible method to cancel recurring charges, such as through account settings, a billing portal, or another online mechanism described at checkout or in the Services. Enterprise, invoiced, or custom subscriptions may require the notice period and process stated in the applicable order form.

For consumer subscriptions, automatic renewals, continuous service offers, free-to-paid trials, or other negative-option features, Txaion will use commercially reasonable efforts to present the automatic renewal or recurring billing terms clearly before collecting billing information or charging you. Where required by applicable law, Txaion will provide an acknowledgment or confirmation that can be retained, renewal reminders, material-change notices, price-change notices, cancellation instructions, and an online cancellation method for subscriptions accepted online. Txaion may rely on its payment processor, app store, marketplace, reseller, or billing platform to provide some of these disclosures, consent records, notices, or cancellation tools when the subscription is purchased or managed through that provider.

4.3 Payment Authorization

You authorize Txaion and its payment processors to charge your selected payment method for fees, taxes, overages, renewal fees, and other amounts due. If payment fails, Txaion may retry the charge, request updated payment information, suspend access, downgrade features, or terminate the Services.

4.4 Taxes

Fees exclude taxes unless stated otherwise. You are responsible for sales, use, VAT, GST, withholding, and similar taxes, except taxes based on Txaion's net income. If withholding is legally required, you must gross up payments so Txaion receives the full amount invoiced unless prohibited by law.

4.5 Refunds

Unless required by applicable law or expressly stated in an order form, fees are not refundable. If Txaion suspends, restricts, or terminates your access because Txaion reasonably determines that you violated these Terms, the AUP, the AI Policy, an order form, or applicable law, you are not entitled to any refund, credit, offset, or prorated adjustment for unused subscription periods, prepaid fees, committed usage, credits, minimum commitments, or other amounts paid or payable. Credits, promotional balances, free trials, and usage allowances have no cash value and may expire according to the applicable plan terms.

4.6 Price Changes

Txaion may change pricing for future subscription periods by giving reasonable notice through the Services, email, or billing portal. If you do not accept a price change, you must cancel before the next renewal. If applicable law requires affirmative consent for a price change, renewal, trial conversion, or other negative-option feature, Txaion will seek that consent before applying the change.

4.7 Trials and Promotional Offers

Trials, credits, discounts, promotional pricing, and pilot programs may be subject to additional terms disclosed at sign-up or in an order form. Unless stated otherwise, a trial may be limited, modified, or ended by Txaion at any time, and unused promotional value has no cash value. If a trial converts to a paid subscription, the conversion terms will be disclosed before payment authorization.

5. Customer Content and Data

5.1 Customer Content

"Customer Content" means prompts, files, text, images, audio, video, voice samples, digital twin materials, datasets, code, metadata, messages, outputs saved by you, and other content submitted to or generated through the Services by or for you.

5.2 Ownership

As between you and Txaion, you retain ownership of Customer Content. Txaion does not claim ownership of Customer Content or AI-generated output, subject to our rights in the Services, models, software, workflows, templates, documentation, and underlying technology.

5.3 License to Operate the Services

You grant Txaion a worldwide, non-exclusive, royalty-free license to host, copy, process, transmit, display, modify, create technical derivatives of, and otherwise use Customer Content solely to provide, secure, maintain, support, improve, and comply with legal obligations related to the Services, as described in these Terms, the Privacy Policy, and the DPA where applicable.

For Customer Content that Txaion processes as a processor or service provider, "improve" means service reliability, quality, safety, abuse prevention, debugging, support, performance, accessibility, and similar operational improvements permitted by the DPA, product settings, and applicable law. "Improve" does not include training, fine-tuning, or improving foundation models or general-purpose AI models using Customer Content unless you expressly authorize that use in writing or through a product setting made available for that purpose.

5.4 Your Responsibilities

You are responsible for Customer Content, including its legality, accuracy, permissions, intellectual property rights, privacy compliance, and suitability for your intended use. You must not submit Customer Content that you are not authorized to use or that violates law, third-party rights, these Terms, the AUP, or the AI Policy.

5.5 Sensitive Data

You must not submit regulated health information, payment card data, government identifiers, children's data, biometric identifiers, or other sensitive personal data unless the applicable Service feature expressly supports that data type, you have all required consents and legal authority, and any required written agreement with Txaion is in place.

Unless Txaion signs a separate Business Associate Agreement, the Services are not intended for protected health information regulated by HIPAA. Unless Txaion expressly provides a PCI-compliant payment feature, you must not submit full payment card numbers, CVV codes, or magnetic stripe data to the Services.

If you use features that process voice samples, likeness materials, biometric-related data, sensitive personal data, or digital twin materials, you are responsible for obtaining and maintaining legally sufficient consent, authorization, notices, and proof of authority from each relevant person. You must honor revocation, deletion, withdrawal, and opt-out rights where required by law or contract.

Where a feature, law, platform rule, or written agreement requires a separate consent notice, biometric notice, voice notice, likeness release, parental consent, employee notice, or digital twin authorization, you must complete that process before using the relevant feature or submitting the relevant data. Txaion may require additional verification, records, configuration settings, or feature restrictions before processing such data.

5.6 Backups and Exports

You are responsible for maintaining backups of Customer Content unless a written agreement states otherwise. Txaion may provide export tools, but does not guarantee that all Customer Content can be recovered after deletion, expiration, suspension, or termination.

5.7 AI Training and Customer Content

Unless you expressly authorize otherwise in writing or through a product setting made available for that purpose, Txaion will not use Customer Content to train, fine-tune, or improve third-party foundation models or Txaion general-purpose AI models. This restriction does not prevent Txaion from processing Customer Content for inference, retrieval, transcription, speech synthesis, output generation, safety review, abuse prevention, security, support, debugging, logging, or other service delivery purposes.

Txaion may use aggregated, de-identified, or anonymized data, usage metrics, safety signals, evaluation results, and feedback to operate, secure, analyze, and improve the Services, provided the data does not identify you, your users, or any individual and is handled as described in the Privacy Policy and DPA where applicable.

6. AI, Voice, and Digital Twin Features

6.1 AI Features

Some Services use artificial intelligence, machine learning, voice synthesis, speech recognition, retrieval, memory, agentic workflows, or automated processing ("AI Features"). AI Features are subject to the AI Policy.

6.2 Outputs

AI-generated output may be inaccurate, incomplete, offensive, biased, non-unique, or unsuitable for your use case. You are responsible for reviewing, validating, and deciding whether to use any output. Output is not legal, medical, financial, psychological, tax, engineering, security, or other professional advice.

6.3 No Guarantee of Uniqueness or Non-Infringement

Due to the nature of AI systems, output may be similar or identical to output generated for others. Txaion does not guarantee that output is unique, protectable by intellectual property law, or non-infringing.

You may use voice cloning, likeness simulation, personality simulation, digital twin, or similar features only with all required rights, notices, consents, and authorizations from the relevant person. You may not impersonate, deceive, defraud, harass, or create unauthorized deepfakes or synthetic media.

Txaion may require consent evidence, identity verification, additional review, feature gating, watermarking, labeling, or other safeguards before enabling or continuing access to voice, likeness, digital twin, biometric-related, or high-risk AI features. If a person withdraws authorization or Txaion reasonably believes authorization is missing or invalid, Txaion may suspend or delete the related materials, models, outputs, or access.

You are responsible for keeping consent and authorization records for voice, likeness, biometric-related, personality simulation, avatar, and digital twin features for as long as required by applicable law and for a reasonable period needed to address disputes, audits, or rights requests. For minors, deceased persons, employees, contractors, public figures, or people in sensitive contexts, you must obtain authorization from the legally appropriate person or rights holder and comply with any additional legal requirements.

6.5 High-Risk Uses

You may not use the Services as the sole basis for decisions involving employment, housing, credit, education, insurance, healthcare, legal rights, financial eligibility, criminal justice, biometric identification, critical infrastructure, emergency response, or other high-impact decisions unless Txaion has expressly agreed in writing and you implement legally required human review, testing, notices, safeguards, and appeal mechanisms.

7. Acceptable Use

You must comply with the Acceptable Use Policy. Txaion may investigate suspected violations and may remove content, throttle usage, suspend features, block API calls, disable accounts, or report unlawful conduct when appropriate. Txaion is not required to monitor all Customer Content.

8. APIs, Integrations, and Third-Party Services

8.1 APIs

If Txaion provides APIs, SDKs, webhooks, plugins, or developer tools, you must use them according to documentation, rate limits, authentication requirements, and security instructions. You may not bypass technical limits, share API keys, or use APIs to replicate, resell, scrape, benchmark, or compete with the Services unless expressly authorized.

8.2 Third-Party Services

The Services may interoperate with third-party services such as identity providers, payment processors, cloud infrastructure, AI model providers, analytics tools, communications platforms, and customer integrations. Third-party services are governed by their own terms and policies. Txaion is not responsible for third-party services, outages, data practices, or changes.

8.3 Customer-Enabled Integrations

If you connect the Services to third-party accounts or systems, you authorize Txaion to access and process the connected data as necessary to provide the integration. You are responsible for permissions, configuration, security, and compliance of customer-enabled integrations.

9. Privacy and Data Processing

9.1 Privacy Policy

Txaion processes personal data as described in the Privacy Policy.

9.2 Customer as Controller

For Customer Content that includes personal data submitted by or on behalf of a business Customer, Customer is generally the controller or business, and Txaion is generally the processor or service provider, unless otherwise stated. The Data Processing Addendum applies where required by applicable data protection law.

9.3 Compliance Obligations

You are responsible for providing notices, obtaining consents, identifying lawful bases, responding to requests, and ensuring that your use of the Services complies with applicable privacy, biometric, consumer protection, employment, communications, AI, and data protection laws.

Where your use of the Services involves biometric information, voiceprints, likeness rights, synthetic media, children's data, employee monitoring, targeted advertising, profiling, or regulated decisions, you are responsible for determining whether additional notices, written consents, opt-out mechanisms, impact assessments, retention schedules, or human review processes are required.

10. Security

Txaion uses commercially reasonable administrative, technical, and organizational measures designed to protect the Services. Security responsibilities are shared. You are responsible for secure configuration, access controls, user permissions, endpoint security, credential protection, API key management, and the legality of data submitted to the Services. See the Security Policy.

11. Intellectual Property

11.1 Txaion IP

Txaion and its licensors own all rights, title, and interest in the Services, software, models, algorithms, prompts, workflows, interfaces, documentation, designs, trademarks, trade secrets, usage data, and related technology, excluding Customer Content.

11.2 Restrictions

Except as expressly permitted, you may not copy, modify, reverse engineer, decompile, disassemble, sell, lease, sublicense, host, outsource, frame, mirror, scrape, crawl, benchmark, or create derivative works of the Services. You may not remove proprietary notices or circumvent access controls.

11.3 Feedback

If you provide feedback, suggestions, bug reports, or ideas, you grant Txaion a perpetual, irrevocable, worldwide, royalty-free right to use them without restriction or compensation.

11.4 Aggregated and De-Identified Data

Txaion may create and use aggregated or de-identified data to operate, secure, analyze, and improve the Services, provided it does not identify you or any individual.

12. Confidentiality

"Confidential Information" means non-public information disclosed by one party to the other that is marked confidential or should reasonably be understood as confidential. Each party will use the other party's Confidential Information only to perform under these Terms and will protect it using reasonable care. Confidential Information does not include information that is public, already known without confidentiality obligations, independently developed, or lawfully obtained from a third party. Disclosure is permitted when required by law if the receiving party gives reasonable notice where legally allowed.

13. Suspension and Termination

13.1 Suspension

Txaion may suspend or restrict access immediately if Txaion reasonably believes that:

Your use creates security, legal, privacy, operational, or reputational risk
You violate these Terms, the AUP, or the AI Policy
Fees are overdue
Your account is compromised
Suspension is required by law, court order, regulator, or third-party provider

13.2 Termination by You

You may stop using the Services at any time. Paid subscriptions must be canceled according to the applicable subscription or order process. Cancellation does not relieve you of fees already incurred.

13.3 Termination by Txaion

Txaion may terminate these Terms or your account for material breach, nonpayment, discontinued Services, legal risk, prolonged inactivity, or as stated in an order form. For paid business subscriptions, Txaion will use reasonable efforts to provide notice and an opportunity to cure when practical, unless immediate action is necessary.

13.4 Effect of Termination

Upon termination, your right to access the Services ends. Txaion may delete Customer Content after account closure or subscription expiration according to the Privacy Policy, DPA, and retention practices. Suspension, restriction, or termination for your violation of these Terms, the AUP, the AI Policy, an order form, or applicable law does not entitle you to a refund or relieve you of fees already incurred or other payment obligations. Sections intended to survive will survive, including payment obligations, confidentiality, IP, disclaimers, limitations of liability, indemnities, dispute resolution, and general terms.

14. Disclaimers

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." TXAION DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, AVAILABILITY, SECURITY, AND ERROR-FREE OPERATION.

TXAION DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, SECURE, FREE OF HARMFUL CODE, OR THAT CUSTOMER CONTENT OR OUTPUT WILL BE ACCURATE, COMPLETE, LAWFUL, UNIQUE, OR SUITABLE FOR YOUR PURPOSES.

15. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, TXAION WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, PUNITIVE, OR ENHANCED DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, LOST DATA, BUSINESS INTERRUPTION, GOODWILL LOSS, OR SUBSTITUTE SERVICES, EVEN IF ADVISED OF THE POSSIBILITY.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, TXAION'S TOTAL LIABILITY ARISING OUT OF OR RELATED TO THE SERVICES OR THESE TERMS WILL NOT EXCEED THE GREATER OF: (A) AMOUNTS PAID BY YOU TO TXAION FOR THE SERVICES GIVING RISE TO THE CLAIM DURING THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO LIABILITY; OR (B) USD $100 IF YOU USED ONLY FREE SERVICES.

These limitations apply regardless of legal theory and even if a remedy fails of its essential purpose. They do not limit your payment obligations, your obligations under Section 16.1, your responsibility for unauthorized use of Txaion IP, or any liability that cannot be limited under applicable law. Some jurisdictions do not allow certain limitations, so some limitations may not apply to you.

16. Indemnification

16.1 Customer Indemnity

If you are using the Services for a business or organization, you will defend, indemnify, and hold harmless Txaion and its affiliates, officers, directors, employees, contractors, and agents from claims, damages, liabilities, losses, penalties, fines, costs, and expenses, including reasonable attorneys' fees, arising from:

Customer Content
Your use of the Services
Your breach of these Terms or incorporated policies
Your violation of law or third-party rights
Your products, services, integrations, or end users
Unauthorized voice, likeness, biometric, or digital twin materials

16.2 Txaion IP Indemnity for Paid Business Customers

For paid business Customers, Txaion will defend Customer against a third-party claim alleging that the unmodified Services, as provided by Txaion, directly infringe a U.S. patent, copyright, or trademark, and will pay finally awarded damages or approved settlements. Txaion has no obligation for claims arising from Customer Content, combinations not provided by Txaion, modifications, beta services, free services, misuse, unsupported use, third-party services, or continued use after Txaion provides a workaround or termination right.

16.3 Indemnity Process

The indemnified party must provide prompt notice, reasonable cooperation, and sole control of defense and settlement to the indemnifying party, except that no settlement may impose non-monetary obligations or admissions without written consent.

17. Export, Sanctions, and Anti-Corruption

You must comply with U.S. and international export control, sanctions, anti-bribery, and anti-corruption laws. You may not use the Services if you are located in, organized under the laws of, or ordinarily resident in a country or territory subject to comprehensive U.S. sanctions, or if you are on a restricted-party list. You may not use the Services for prohibited military, nuclear, weapons, surveillance, or human rights abuse purposes.

18. Dispute Resolution, Arbitration, and Delaware Law

18.1 Governing Law

These Terms are governed by the laws of the State of Delaware, United States, without regard to conflict of law rules, except that the Federal Arbitration Act governs the interpretation and enforcement of the arbitration agreement below. This choice of law does not deprive consumers, data subjects, or other protected parties of mandatory rights that cannot be waived by contract.

18.2 Informal Resolution

Before filing a claim, each party will try to resolve the dispute informally by sending written notice describing the claim and requested relief. The parties will allow at least 30 days for good-faith resolution unless emergency relief is needed.

18.3 Binding Arbitration

Except for claims that may be brought in small claims court, claims for injunctive or equitable relief, IP misuse, security abuse, payment collection, or claims that cannot be arbitrated by law, any dispute arising out of or relating to these Terms or the Services will be resolved by binding arbitration administered by the American Arbitration Association under its applicable rules. The seat and venue of arbitration will be Delaware, unless the parties agree to remote proceedings or another location. If the American Arbitration Association is unavailable or declines to administer the dispute, the parties will use another mutually agreed arbitration provider or a court of competent jurisdiction may appoint one.

18.4 Class Action and Jury Waiver

TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY WAIVES THE RIGHT TO A JURY TRIAL AND TO PARTICIPATE IN A CLASS, COLLECTIVE, CONSOLIDATED, PRIVATE ATTORNEY GENERAL, OR REPRESENTATIVE ACTION. Claims must be brought individually.

18.5 Consumer Arbitration Opt-Out

If you are an individual consumer, you may opt out of arbitration by emailing [email protected] within 30 days after first accepting these Terms. Your notice must include your name, account email, and a clear statement that you opt out of arbitration.

18.6 Mass Filings

If 25 or more substantially similar arbitration demands are filed by or with the assistance of the same law firm, organization, or coordinated group, the arbitrations may be administered in batches or under AAA mass arbitration procedures to promote efficient resolution, unless applicable law requires otherwise. The arbitrator or arbitration administrator may decide procedural issues regarding batching, fees, scheduling, and coordination.

18.7 Courts

For disputes not subject to arbitration, the parties consent to the exclusive jurisdiction and venue of the state and federal courts located in Delaware, unless mandatory consumer law requires a different forum.

19. Changes to These Terms

Txaion may update these Terms from time to time. Material changes will be notified through the Services, email, website notice, or other reasonable method. Changes become effective on the date stated in the updated Terms. Continued use after the effective date means you accept the updated Terms. If you do not agree, you must stop using the Services and cancel any subscription before renewal.

20. General Terms

20.1 Assignment

You may not assign these Terms without Txaion's prior written consent. Txaion may assign these Terms to an affiliate or in connection with a merger, acquisition, financing, corporate reorganization, or sale of assets.

20.2 Notices

Txaion may provide notices by email, account notification, website posting, or other reasonable method. Legal notices to Txaion must be sent by email to [email protected] with the subject line "Legal Notice" and, where required by law or contract, by mail or courier to:

Txaion LLC
30 N Gould St Ste N
Sheridan, WY 82801
United States

20.3 Force Majeure

Neither party is liable for delay or failure to perform caused by events beyond reasonable control, including natural disasters, war, terrorism, civil unrest, labor disputes, internet or hosting failures, cyberattacks, government action, power failures, supply-chain failures, or third-party provider outages.