Terms of Service

▌▌▌ AGREEMENT ▐▐▐

By using the Site, contacting us through any channel, or executing an SOW with DXX, you confirm that you have read, understood, and agree to be bound by these Terms. If you are entering into these Terms on behalf of an organization, you represent that you have authority to bind that organization. If you do not agree, do not use the Site or engage our services.

DXX provides bespoke engineering, security, and AI services. The specific scope, deliverables, schedule, and fees for any engagement are set forth in a written Statement of Work executed by both parties. In the event of any conflict between these Terms and a fully executed SOW, the SOW controls for that engagement only.

Fees, milestones, and payment terms are defined in each SOW. Unless otherwise stated, invoices are due net thirty (30) days from the invoice date. Late amounts accrue interest at the lesser of one and one-half percent (1.5%) per month or the maximum rate permitted by law. You are responsible for all applicable taxes other than taxes on our net income.

Subject to full payment of all amounts due and unless otherwise stated in an SOW, custom deliverables developed specifically for you under an SOW shall, upon delivery and acceptance, be owned by you. DXX retains all right, title, and interest in and to (a) its pre-existing tools, frameworks, libraries, methodologies, and know-how; (b) any general-purpose components, utilities, or improvements developed in the course of providing the services; and (c) all DXX-branded products, including but not limited to DXX Sentry, DXX Vault, DXX Interceptor, and DXX Threat-ID. To the extent any DXX-owned materials are embedded in deliverables, DXX grants you a perpetual, non-exclusive, royalty-free license to use them as part of those deliverables.

Each party will protect the other party’s Confidential Information with at least the same care it uses to protect its own confidential information of similar sensitivity (and no less than a reasonable standard of care). Confidential Information will be used solely to perform under these Terms or the applicable SOW. Confidentiality obligations survive termination for five (5) years, or indefinitely for trade secrets.

DXX treats all client engagements as proprietary. Identifying details of any engagement will not be disclosed publicly without prior written consent.

Information you submit through the Site’s intake forms is processed in accordance with our Privacy Policy. Engagement-specific data handling, including any processing of personal data on your behalf, is governed by the applicable SOW and, where appropriate, a Data Processing Addendum. DXX employs reasonable administrative, technical, and physical safeguards (including its own Sentry, Vault, and Interceptor systems) to protect data in its possession.

You will (a) provide timely access to the people, systems, data, and decisions necessary for DXX to perform the services; (b) ensure you have all rights, licenses, and consents required to share any materials with DXX; and (c) use any deliverables, login credentials, and DXX-provided tools in compliance with applicable law and the terms of any third-party licenses that apply.

DXX warrants that the services will be performed in a professional and workmanlike manner consistent with industry standards. Except as expressly stated in these Terms or an SOW, the Site, deliverables, and services are provided “as is” and “as available,” without warranties of any kind, whether express, implied, statutory, or otherwise, including without limitation any implied warranty of merchantability, fitness for a particular purpose, or non-infringement. DXX does not warrant that the services will be uninterrupted, error-free, or that any system will be secure against every possible attack.

To the maximum extent permitted by law, DXX’s aggregate liability arising out of or relating to these Terms or any engagement, whether in contract, tort (including negligence), strict liability, or otherwise, will not exceed the total fees actually paid by you to DXX for the specific services giving rise to the claim during the twelve (12) months immediately preceding the event giving rise to the claim. In no event will DXX be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for lost profits, lost revenue, lost data, or business interruption, even if advised of the possibility of such damages. These limitations apply notwithstanding the failure of any limited remedy.

You will defend, indemnify, and hold harmless DXX and its officers, employees, and agents from and against any third-party claim arising out of (a) your breach of these Terms or any SOW; (b) your misuse of the Site or deliverables; (c) any content, data, or materials you provide to DXX; or (d) your violation of applicable law or third-party rights.

These Terms apply for as long as you use the Site or any DXX engagement is active. Either party may terminate an SOW for material breach if the breach remains uncured thirty (30) days after written notice. Upon termination, you will pay for all services rendered and expenses incurred up to the termination date. Sections governing IP, confidentiality, warranties, liability, indemnification, dispute resolution, and any other provisions that by their nature should survive will survive termination.

DXX may update these Terms from time to time. Material changes will be posted to this page with an updated Effective Date. Your continued use of the Site after changes become effective constitutes acceptance of the updated Terms. For engagements governed by an executed SOW, changes to these Terms do not modify the SOW unless agreed in writing by both parties.

▌▌▌ GOVERNING LAW & DISPUTES ▐▐▐

These Terms and any dispute arising out of or relating to them are governed by the laws of the State of New York, without regard to its conflict-of-laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

Any dispute, controversy, or claim arising out of or relating to these Terms, the Site, or any engagement with DXX — including the existence, validity, interpretation, performance, breach, or termination thereof, and any non-contractual obligations arising out of or relating to them — shall be resolved by final and binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules then in effect.

The seat and venue of the arbitration shall be Queens, New York (Queens County), United States of America. The arbitration shall be conducted before a single arbitrator, in the English language, and judgment on the award may be entered in any court of competent jurisdiction. Each party shall bear its own attorneys’ fees and costs except as the arbitrator may otherwise allocate.

Class-action waiver. All disputes shall be arbitrated on an individual basis only. The parties waive any right to participate in a class, collective, or representative proceeding.

Carve-outs. Notwithstanding the foregoing, either party may seek (i) emergency or interim injunctive relief from a court of competent jurisdiction in Queens County, New York to protect intellectual property or confidential information pending arbitration, and (ii) collection actions for undisputed amounts due.

For any judicial action permitted under Section 14, the parties consent to the exclusive jurisdiction and venue of the state and federal courts located in Queens County, New York, and waive any objection to such jurisdiction or venue based on inconvenience of forum or otherwise.

▌▌▌ MISCELLANEOUS ▐▐▐

• // ENTIRE AGREEMENT These Terms, together with any executed SOW, constitute the entire agreement between the parties regarding the subject matter and supersede all prior or contemporaneous understandings.
• // SEVERABILITY If any provision is held unenforceable, the remaining provisions will remain in full force, and the unenforceable provision will be modified to the minimum extent necessary to make it enforceable.
• // WAIVER No waiver of any term or breach is effective unless in writing and signed by the waiving party, and no waiver constitutes a waiver of any other or subsequent term or breach.
• // ASSIGNMENT You may not assign these Terms without DXX’s prior written consent. DXX may assign these Terms in connection with a merger, acquisition, reorganization, or sale of substantially all of its assets.
• // FORCE MAJEURE Neither party is liable for any delay or failure to perform due to causes beyond its reasonable control, including acts of God, natural disasters, war, terrorism, civil unrest, government action, labor disputes, or failures of third-party networks or infrastructure.
• // NOTICES Notices to DXX shall be sent to contact@dxxsystems.com and, if a SOW specifies an additional notice address, to that address as well. Notices to you may be sent to the email address on file.
• // RELATIONSHIP The parties are independent contractors. Nothing in these Terms creates any agency, partnership, joint venture, or employment relationship.
• // HEADINGS Headings are for convenience only and do not affect interpretation.

For any questions, notices, or legal correspondence regarding these Terms, contact us at contact@dxxsystems.com.