01Acceptance of Terms
These Terms of Service ("Terms") constitute a legally binding agreement between Innovexa Solutions Ltd. ("Innovexa", "we", "us", or "our") and the enterprise customer ("Customer", "you", or "your") accessing or using the Innovexa ORBI platform, hardware, software, APIs, and related services (collectively, the "Services").
By signing an order form, executing a master services agreement, or accessing the Services, Customer agrees to be bound by these Terms. If Customer does not agree, Customer must not access or use the Services.
02Definitions
- "Services" — the ORBI hardware devices, firmware, cloud platform, admin console, APIs, and any related support.
- "Customer Data" — all data submitted by Customer or its authorized users to the Services.
- "Authorized User" — any individual permitted by Customer to access the Services under its account.
- "Order Form" — the ordering document specifying quantities, fees, term, and deployment region.
- "SLA" — the Service Level Agreement set out in Section 4.
03License Grant
Subject to Customer's compliance with these Terms and payment of applicable fees, Innovexa grants Customer a non-exclusive, non-transferable, worldwide license to access and use the Services during the applicable subscription term, solely for Customer's internal business purposes.
Customer may permit Authorized Users to access the Services, provided Customer remains responsible for their compliance with these Terms. This license does not include the right to resell, sublicense, or provide the Services to third parties as a service bureau.
04Service Level Agreement
Innovexa guarantees a monthly uptime of 99.9% for cloud-connected Services (the "Uptime Commitment"), calculated as the percentage of total minutes in a calendar month during which the Services are available, excluding Scheduled Maintenance and Excused Downtime.
| Monthly Uptime | Service Credit |
|---|---|
| ≥ 99.9% | No credit |
| 99.0% – 99.89% | 10% of monthly fee |
| 95.0% – 98.99% | 25% of monthly fee |
| < 95.0% | 50% of monthly fee |
Service credits are Customer's sole and exclusive remedy for missed Uptime Commitment. Customers must request credits within 30 days of the affected month, and credits are applied to the next invoice.
Up to 4 hours per month, announced 72 hours in advance. Emergency maintenance is minimized and communicated within 30 minutes of detection.
05Hardware Warranty
Defective ORBI hardware units deployed under enterprise contracts are covered by next-business-day (NBD) advanced hardware replacement within supported regions. Replacement units ship before the defective unit is returned, minimizing downtime for the end user.
The standard hardware warranty covers all manufacturing defects and component failure for 36 months from deployment. Enterprise tiers may extend coverage to 60 months, with optional accidental-damage coverage for high-touch environments.
The warranty does not cover damage resulting from misuse, unauthorized modification, liquid ingress, or use outside published environmental specifications.
06Acceptable Use
Customer agrees not to, and not to permit any Authorized User to:
- Reverse engineer, decompile, disassemble, or attempt to derive source code from the Services, except as permitted by law.
- Use the Services to violate any applicable law, regulation, or third-party right.
- Transmit malware, conduct denial-of-service attacks, or otherwise interfere with the integrity or performance of the Services.
- Access the Services to build a competing product or to benchmark for public disclosure without written consent.
- Circumvent authentication, rate limits, or other technical protection measures.
07Customer Obligations
- Maintain accurate billing and contact information.
- Provision and deprovision Authorized Users promptly, using SSO/SCIM where available.
- Comply with all applicable data protection laws with respect to Customer Data.
- Maintain reasonable physical and network security for deployed hardware.
- Report security incidents to Innovexa within 24 hours of discovery.
08Fees & Payment
Fees are set out in the applicable Order Form and are payable in the currency specified therein. Unless otherwise stated, invoices are due net 30 days from the invoice date. Late payments may accrue interest at 1.5% per month or the maximum permitted by law, whichever is lower.
All fees are exclusive of taxes, which are Customer's responsibility except for taxes on Innovexa's net income. Fees are non-refundable except as expressly provided in these Terms.
09Intellectual Property
Innovexa retains all right, title, and interest in and to the Services, including all associated patents, copyrights, trade secrets, and trademarks. Customer retains all rights to Customer Data. No rights are granted by implication or estoppel beyond those expressly set forth in these Terms.
Customer grants Innovexa a limited license to process Customer Data solely to provide the Services and as described in our Privacy Policy.
10Confidentiality
Each party agrees to protect the other's confidential information using at least the same degree of care it uses for its own confidential information, and in no event less than reasonable care. Confidential information does not include information that is or becomes publicly available through no fault of the receiving party, or that is independently developed without reference to the disclosing party's confidential information.
11Data Protection
Our handling of personal data is governed by our Privacy Policy. Enterprise customers may execute a Data Processing Agreement (DPA) that incorporates the Standard Contractual Clauses for cross-border transfers.
In air-gapped deployments, Innovexa acts strictly as a hardware vendor and does not have technical access to Customer Data. Data protection obligations in those environments fall entirely on Customer.
12Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, OR BUSINESS OPPORTUNITY, ARISING OUT OF OR RELATED TO THESE TERMS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
EXCEPT FOR BREACHES OF CONFIDENTIALITY, INDEMNIFICATION OBLIGATIONS, OR CUSTOMER'S PAYMENT OBLIGATIONS, EACH PARTY'S TOTAL AGGREGATE LIABILITY UNDER THESE TERMS WILL NOT EXCEED THE FEES PAID OR PAYABLE BY CUSTOMER IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.
13Indemnification
Innovexa will defend and indemnify Customer against any third-party claim alleging that the Services infringe a patent, copyright, trademark, or trade secret, provided Customer promptly notifies Innovexa and cooperates in the defense. Innovexa may, at its option, modify the Services to avoid infringement, procure a license, or terminate the affected subscription with a pro-rata refund.
Customer will defend and indemnify Innovexa against any third-party claim arising from Customer Data or Customer's use of the Services in violation of these Terms or applicable law.
14Termination
Either party may terminate these Terms for material breach if the breaching party fails to cure within 30 days of written notice. Either party may terminate immediately upon the other's insolvency, assignment for the benefit of creditors, or ceasing to operate in the ordinary course.
Upon termination, Customer must cease use of the Services and, at Innovexa's option, return or destroy all confidential information. Customer Data will be made available for export for 30 days following termination, after which it will be permanently deleted in accordance with our retention policy.
15Governing Law
These Terms are governed by the laws of the State of Delaware, without regard to its conflict-of-laws principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in Delaware for any dispute arising out of or relating to these Terms.
If Customer is located in the European Union, the parties agree that the courts of the Customer's jurisdiction may also hear disputes, at Customer's election, to the extent required by mandatory local law.
16Contact
Questions about these Terms, the SLA, or enterprise procurement should be directed to our legal team:
- Email — [email protected]
- Postal — Innovexa Solutions Ltd., Attn: Legal, Enterprise Commercial Office
- Response time — Within 2 business days for initial acknowledgment.
For security disclosures, contact [email protected] rather than the general legal address.