Terms and Conditions

Last Updated: October 16, 2025

Welcome to APX! These Terms and Conditions ("Terms") govern your access to and use of the APX API intelligence platform, including our website (apxlabs.ai), software, agents, and related services (collectively, the "Service").

By creating an account, accessing, or using the Service, you agree to be bound by these Terms and our Privacy Policy. If you are using the Service on behalf of an organization or entity ("Organization"), then you are agreeing to these Terms on behalf of that Organization, and you represent and warrant that you have the authority to bind the Organization to these Terms.

PLEASE READ THESE TERMS CAREFULLY. THEY CONTAIN IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, INCLUDING A LIMITATION OF LIABILITY AND A DISPUTE RESOLUTION CLAUSE THAT REQUIRES ARBITRATION.

1. Definitions

"We," "Us," "Our," or "APX" refers to APX Labs, Inc., the owner and operator of the Service.
"You" or "Customer" refers to the individual or Organization accessing or using the Service.
"Agent" refers to the autonomous software agent, such as Evermind, that interacts with APIs as part of the Service.
"Customer Content" means any data, API specifications, credentials, code, or other materials that you provide or make accessible to the Service for the purpose of analysis.
"Knowledge Base" refers to the anonymized, aggregated, and abstracted patterns, rules, insights, and behavioral models that are generated by the Service through its analysis of API interactions. The Knowledge Base does not contain raw Customer Content.

2. The Service

2.1. License Grant. Subject to your compliance with these Terms, we grant you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Service for your internal business purposes during the term of your subscription.

2.2. User Accounts. You must register for an account to access the Service. You agree to provide accurate and complete information and to keep this information up to date. You are responsible for all activities that occur under your account and for keeping your password and any API credentials you provide secure.

2.3. Service Modes. The Service may offer different operational modes (e.g., "Read-Only," "Sandbox"). You are solely responsible for selecting the appropriate mode and for understanding the potential impact of the Agent's interactions with your APIs and systems. You represent and warrant that you have all necessary rights and permissions to authorize the Service and its Agent to interact with any APIs you connect to the platform.

3. Customer Content and the APX Knowledge Base

3.1. Ownership of Your Content. You retain all right, title, and interest in and to your Customer Content. We do not claim any ownership rights in your API specifications, data, or credentials.

3.2. License to APX. To provide and improve the Service, you grant APX a worldwide, royalty-free license to access, use, process, copy, and display your Customer Content solely for the purposes of:
(a) Providing, maintaining, and supporting the Service for you.
(b) Training, refining, and improving our Agent and the underlying algorithms.
(c) Generating the anonymized and aggregated Knowledge Base.

3.3. Ownership of the Knowledge Base. APX retains all right, title, and interest in and to the Service, our software, our Agent, and, crucially, the Knowledge Base. We may use this anonymized and aggregated knowledge to improve the Service for all our customers. We will never expose your raw Customer Content or confidential information to any other customer.

4. Fees, Payment, and Subscription

4.1. Subscription Fees. You agree to pay all applicable fees for the Service as described on our pricing page or in a separate order form. All fees are non-refundable except as expressly stated in these Terms or as required by law.

4.2. Billing. We will bill you in advance on a recurring basis (e.g., monthly or annually). Your subscription will automatically renew at the end of each billing cycle unless you cancel it in accordance with the cancellation procedures.

4.3. Taxes. All fees are exclusive of any applicable taxes, levies, duties, or similar governmental assessments, which you are responsible for paying.

5. Acceptable Use Policy

You agree not to (and not to permit any third party to):

Use the Service for any illegal or unauthorized purpose.
Interact with any API for which you do not have explicit, lawful authorization.
Reverse-engineer, decompile, or otherwise attempt to discover the source code of the Service or its Agent.
Use the Service to build a competitive product or service.
Introduce any viruses, worms, or other malicious code into the Service.
Exceed any rate limits or usage restrictions placed on your account.

6. Confidentiality

"Confidential Information" means any information disclosed by one party to the other that is marked as confidential or that a reasonable person would understand to be confidential. Your Confidential Information includes your Customer Content; our Confidential Information includes the non-public aspects of our Service and the Knowledge Base. Both parties agree to use Confidential Information only for the purpose of using or providing the Service and not to disclose it to any third party, except as required by law.

7. Term and Termination

7.1. Term. These Terms will remain in effect for the duration of your subscription term.

7.2. Termination for Cause. Either party may terminate this Agreement for cause if the other party materially breaches these Terms and fails to cure such breach within thirty (30) days of receiving written notice.

7.3. Termination for Convenience by Customer. You may cancel your subscription and terminate this Agreement at any time through your account settings.

7.4. Suspension of Service. We may suspend your access to the Service immediately if we believe, in good faith, that you are in violation of the Acceptable Use Policy or that your use of the Service poses a security risk to us or our other customers. We will provide notice of the suspension as soon as reasonably practicable.

8. Warranties and Disclaimers

8.1. Limited Warranty. APX warrants that the Service will perform in substantial conformity with its applicable official documentation. In the event of a breach of this warranty, APX's sole and exclusive obligation, and your sole and exclusive remedy, will be for APX to use commercially reasonable efforts to correct the non-conformity.

8.2. Disclaimer. EXCEPT FOR THE LIMITED WARRANTY IN SECTION 8.1, THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED. WE EXPLICITLY DISCLAIM ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

9. Limitation of Liability

9.1. Exclusion of Damages. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING LOSS OF PROFITS, GOODWILL, OR DATA.

9.2. Liability Cap. EXCEPT FOR THE OBLIGATIONS UNDER SECTION 10 (INDEMNIFICATION) AND BREACHES OF SECTION 6 (CONFIDENTIALITY), IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY FOR ALL CLAIMS RELATING TO THE SERVICE EXCEED THE TOTAL AMOUNTS PAID BY YOU TO APX FOR THE USE OF THE SERVICE IN THE TWELVE (12) MONTHS PRIOR TO THE EVENT GIVING RISE TO THE CLAIM.

10. Indemnification

10.1. Indemnification by Customer. You agree to defend, indemnify, and hold harmless APX from and against any claims, damages, liabilities, and expenses (including reasonable attorney's fees) arising from (a) your use of the Service in violation of these Terms or (b) your Customer Content.

10.2. Indemnification by APX. APX agrees to defend, indemnify, and hold harmless you from and against any third-party claims, damages, liabilities, and expenses (including reasonable attorney's fees) alleging that your use of the Service in accordance with these Terms infringes or misappropriates a third party's intellectual property rights.

10.3. Indemnification Procedure. The party seeking indemnification (the "Indemnified Party") must (a) promptly notify the other party (the "Indemnifying Party") in writing of the claim; (b) grant the Indemnifying Party sole control of the defense and settlement of the claim, provided that the Indemnifying Party may not settle any claim unless it unconditionally releases the Indemnified Party of all liability; and (c) provide the Indemnifying Party with all reasonable assistance, at the Indemnifying Party's expense.

11. Governing Law and Dispute Resolution

These Terms shall be governed by the laws of the State of Delaware, without regard to its conflict of law provisions. Any dispute arising from or relating to the subject matter of these Terms shall be finally settled by arbitration in Santa Clara County, California.

12. General Provisions

Entire Agreement. These Terms constitute the entire agreement between you and APX concerning the Service and supersede all prior agreements.
Modifications. We reserve the right to modify these Terms at any time. We will provide notice of material changes. Your continued use of the Service after such changes constitutes your acceptance of the new Terms.
Severability. If any provision of these Terms is held to be invalid or unenforceable, that provision will be limited or eliminated to the minimum extent necessary, and the remaining provisions will remain in full force and effect.

13. Contact Us

If you have any questions about these Terms, please contact us at legal@apxlabs.ai.