Terms of Use

Section 12Indemnification

12.2.1Exclusive Remedy

This Section states Voxelion’s sole and exclusive liability, and your sole and exclusive remedy, for any third-party claim alleging that the Voxelion platform infringes or misappropriates a third party’s intellectual property right.

Section 13Term and Termination

13.1Term

These Terms remain in full force and effect from the date of your first access to any Voxelion product or service until terminated by either party in accordance with this Section 13.

13.2Termination by You

You may terminate your account and these Terms at any time by closing your account through the Voxelion web console. Termination does not entitle you to a refund of any prepaid, committed, or accrued fees unless expressly provided in an applicable Order Form.

13.3Termination by Voxelion

Voxelion may suspend or terminate your access to the platform immediately and without prior notice if:

1. You breach any material term of this Agreement and, where the breach is capable of remedy, fail to remedy it within ten (10) business days of written notice from Voxelion;
2. You fail to pay undisputed invoices within thirty (30) days of the invoice due date;
3. You submit real PHI to any Voxelion environment without an executed BAA; or
4. Your use of the platform poses a material legal, regulatory, security, or reputational risk to Voxelion or its other users.

13.4Effect of Termination

Upon termination of these Terms for any reason: (a) your license to access and use the platform terminates immediately; (b) you must promptly cease all use of the API, Python SDK, and web console; (c) each party will return or destroy the other’s Confidential Information upon request; and (d) Voxelion will delete or anonymize your account data in accordance with its Privacy Policy and applicable law. The following Sections survive any termination or expiration of these Terms: Sections 6, 7, 8, 9.3, 10, 11, 12, 14, and 15.

Section 14Governing Law and Dispute Resolution

14.1Governing Law

These Terms and all matters arising out of or relating to them shall be governed by and construed in accordance with the laws of the State of Texas, United States, without regard to its conflict of law provisions or rules that would cause the laws of another jurisdiction to apply.

14.2Mandatory Arbitration

Any dispute, controversy, or claim arising out of or relating to these Terms, the platform, or the breach, termination, or validity thereof that cannot be resolved through good-faith negotiation between the parties within thirty (30) calendar days of written notice of the dispute shall be finally resolved by binding arbitration. Arbitration shall be administered by the American Arbitration Association (AAA) under its then-current Commercial Arbitration Rules, with proceedings conducted in Houston, Texas, in the English language. The arbitrator’s decision shall be final and binding on both parties and may be entered as a judgment in any court of competent jurisdiction.

14.3Class Action Waiver

YOU AND VOXELION EACH EXPRESSLY AND IRREVOCABLY WAIVE THE RIGHT TO PARTICIPATE IN OR INITIATE A CLASS ACTION, CLASS ARBITRATION, COLLECTIVE ACTION, OR REPRESENTATIVE PROCEEDING OF ANY KIND. ALL DISPUTES BETWEEN YOU AND VOXELION SHALL BE RESOLVED ON AN INDIVIDUAL BASIS ONLY.

14.4Emergency Equitable Relief

Notwithstanding the foregoing, either party may seek emergency injunctive or other equitable relief from a court of competent jurisdiction in Harris County, Texas, to protect intellectual property rights, Confidential Information, or to prevent irreparable harm pending the outcome of arbitration, without thereby waiving the right to arbitrate the underlying dispute.

14.5International Users

Users located in the European Union, the United Kingdom, or other jurisdictions may have rights under applicable consumer protection or mandatory law that supersede or supplement these Terms to the extent required by applicable law. Nothing in this Section 14 eliminates statutory rights that cannot be lawfully waived or contracted out of under applicable mandatory law in the user’s jurisdiction.

Section 15General Provisions

15.1Entire Agreement

These Terms, together with the Privacy Policy and any executed Order Forms or Enterprise Agreements, constitute the entire agreement between the parties with respect to the subject matter hereof and supersede all prior agreements, representations, warranties, negotiations, and understandings, whether written or oral, relating to such subject matter.

15.2Amendment

Voxelion may update these Terms at any time at its sole discretion. Material changes to these Terms will be communicated to registered users by email at least thirty (30) calendar days before taking effect. Non-material changes take effect upon posting at voxelion.ai. Your continued use of the platform after the effective date of any amendment constitutes your acceptance of the updated Terms. If you do not agree to any amendment, you must close your account before the effective date of the amendment.

15.3Waiver

Failure or delay by either party to enforce any provision of these Terms is not a waiver of that party’s right to enforce such provision at any time. A waiver is only effective if made in writing and signed by an authorized representative of the waiving party.

15.4Severability

If any provision of these Terms is found by a court or arbitrator of competent jurisdiction to be invalid, illegal, or unenforceable, that provision shall be modified to the minimum extent necessary to make it enforceable, and the remaining provisions of these Terms shall continue in full force and effect.

15.5Assignment

You may not assign, transfer, or delegate these Terms or any of your rights or obligations under them, whether by operation of law, change of control, or otherwise, without Voxelion’s prior written consent, which shall not be unreasonably withheld. Any purported assignment in violation of this provision is null and void. Voxelion may assign these Terms in connection with a merger, acquisition, reorganization, or sale of all or substantially all of its assets, with prior written notice to you.

15.6Force Majeure

Neither party will be in breach of these Terms, or liable to the other party, for any failure or delay in performance caused by circumstances beyond that party’s reasonable control, including without limitation acts of God, natural disasters, pandemics, acts of government or regulatory authority, widespread internet infrastructure failures, cyberattacks beyond the party’s reasonable control, or labor disputes. The affected party will promptly notify the other and will use commercially reasonable efforts to resume performance as soon as practicable.

15.7Notices

All legal notices to Voxelion must be sent in writing to:

Notices to you will be sent to the email address registered on your Voxelion account. Notices sent by email are deemed received on the next business day following transmission.

15.8No Third-Party Beneficiaries

These Terms are entered into solely for the benefit of Voxelion and the User. Nothing in these Terms is intended to or shall confer any legal or equitable right, benefit, or remedy of any nature on any third party.

15.9Relationship of the Parties

The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency, employment, or fiduciary relationship between the parties. Neither party has authority to bind the other in any manner.

15.10Headings

Section headings in these Terms are included for convenience only and shall not affect the interpretation of any provision.

15.11Language

These Terms are drafted in English. In the event of any conflict or inconsistency between an English version and any translated version of these Terms, the English version shall prevail.

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