Terms of Service

1. Parties and Scope

These Terms of Service (“Terms”) constitute a binding agreement between AXARA LLC, a limited liability company organized under the laws of the State of New Mexico, United States of America (“AXARA,” “we,” “us,” or “our”), operating the QuietOps service brand, and the individual or entity engaging AXARA for services (“Client,” “you,” or “your”).

These Terms govern the provision of all services offered by AXARA under the QuietOps brand, including but not limited to AI agent deployment, AI voice agent configuration, AI website chat agents, CRM integrations, workflow automation, website development, and related professional services (collectively, the “Services”).

By engaging AXARA for Services, you acknowledge that you have read, understood, and agree to be bound by these Terms in their entirety.

2. Service Engagement

All service engagements begin with a scoping phase during which AXARA and the Client agree upon the scope, deliverables, timeline, and pricing of the engagement. The agreed scope is documented in a proposal or statement of work (“SOW”) provided by AXARA. Work commences upon the Client’s acceptance of the SOW and payment of the applicable setup fee.

AXARA reserves the right to decline any engagement at its sole discretion.

3. Fees and Payment

Setup Fees. One-time fees payable in full before work begins, unless otherwise agreed in writing. Setup fees are non-refundable as they compensate for work completed at the start of the engagement.

Monthly Subscription. Recurring fees billed monthly in advance. Subscription continues until terminated in accordance with these Terms.

Custom Projects. For engagements not covered by standard pricing plans, fees are defined in the applicable SOW.

All fees are quoted in Euros (€) unless otherwise specified. Payments are due within 14 days of invoice date unless otherwise agreed. Late payments may incur interest at the rate of 1.5% per month or the maximum rate permitted by applicable law, whichever is lower.

4. Term and Termination

There is no minimum contract period for subscription services. Either party may terminate the subscription by providing 30 days written notice to the other party. The subscription ends at the close of the current billing period following the notice period.

AXARA may suspend or terminate Services immediately if the Client breaches these Terms, fails to make timely payments, or engages in conduct that AXARA reasonably determines to be harmful to its business, reputation, or systems.

Upon termination, AXARA will provide the Client with an export of all client-owned data within 30 days, after which AXARA may delete such data from its systems.

5. Intellectual Property

All intellectual property developed by AXARA in the course of providing the Services, including but not limited to prompt engineering, agent configurations, automation workflows, and software, remains the property of AXARA LLC unless explicitly transferred in writing.

The Client retains ownership of all data, content, and materials provided by the Client to AXARA for the purposes of the engagement.

AXARA grants the Client a non-exclusive, non-transferable license to use the deliverables produced under the engagement for the Client’s internal business purposes for the duration of the service agreement.

6. Client Responsibilities

The Client is responsible for: (a) providing accurate and complete information during onboarding; (b) ensuring that end users are informed that they are interacting with an AI system; (c) complying with applicable laws regarding data collection, privacy notices, and call recording in the Client’s jurisdiction; (d) reviewing and approving agent behavior before go-live; (e) timely payment of all fees.

7. Limitation of Liability

To the maximum extent permitted by applicable law, AXARA’s total aggregate liability arising out of or in connection with these Terms or the Services shall not exceed the total fees paid by the Client to AXARA in the twelve (12) months preceding the event giving rise to the claim.

In no event shall AXARA be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to lost profits, lost revenue, lost data, or business interruption, regardless of the theory of liability.

8. Warranties and Disclaimers

AXARA warrants that the Services will be performed in a professional and workmanlike manner consistent with generally accepted industry standards. AXARA does not warrant that the Services will be uninterrupted, error-free, or that AI agent responses will be accurate in all circumstances.

Except as expressly stated herein, the Services are provided “as is” without warranties of any kind, whether express or implied, including but not limited to implied warranties of merchantability, fitness for a particular purpose, or non-infringement.

9. Confidentiality

Each party agrees to keep confidential all non-public information received from the other party in connection with the engagement. Confidential information shall not be disclosed to third parties without the prior written consent of the disclosing party, except as required by law or as necessary for the performance of the Services.

10. Governing Law and Dispute Resolution

These Terms shall be governed by and construed in accordance with the laws of the State of New Mexico, United States of America, without regard to its conflict of laws principles.

Any dispute arising out of or in connection with these Terms shall be resolved through good-faith negotiation between the parties. If the dispute cannot be resolved through negotiation within thirty (30) days, either party may submit the dispute to binding arbitration administered in accordance with the rules of the American Arbitration Association. The seat of arbitration shall be New Mexico, USA.

11. Modifications

AXARA reserves the right to modify these Terms at any time. Material changes will be communicated to active Clients via email or through the Website. Continued use of the Services after notification constitutes acceptance of the modified Terms.

12. Severability

If any provision of these Terms is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. The invalid or unenforceable provision shall be modified to the minimum extent necessary to make it valid and enforceable while preserving the original intent of the parties.

13. Entire Agreement

These Terms, together with any applicable SOW and the Privacy Policy, constitute the entire agreement between the parties with respect to the subject matter hereof and supersede all prior and contemporaneous agreements, understandings, representations, and warranties.

© 2026 AXARA LLC · QuietOps · New Mexico, USA