Terms and Conditions
Effective Date: 7-11-2025
Last Updated: 7-11-2025
1. Agreement to Terms
By accessing our website at naxslabs.com, engaging our services, or using any of our cybersecurity consulting, training, or educational materials ("Services"), you agree to be bound by these Terms and Conditions ("Terms"). If you do not agree to these Terms, please discontinue use of our Services immediately.
2. About NAXS Labs
NAXS Labs, a division of NAXS Holdings LLC ("we," "us," "our," or "Company"), provides cybersecurity consulting, security awareness training, vulnerability assessments, and related professional services. We are committed to helping individuals and organizations strengthen their cybersecurity posture through education, guidance, and practical solutions.
3. Services Overview
3.1 Cybersecurity Consulting
Security assessments and vulnerability testing
Incident response planning and support
Compliance consulting and gap analysis
Security architecture review and recommendations
Risk management and threat modeling
3.2 Security Awareness Training
Employee cybersecurity education programs
Phishing simulation and training
Security policy development and implementation
Custom training content creation
Progress tracking and reporting
3.3 Educational Content
Blog articles, guides, and how-to materials
Cybersecurity insights and threat intelligence
Best practices documentation
Industry research and analysis
4. User Accounts and Registration
4.1 Account Creation
You may need to create an account to access certain Services
You must provide accurate, current, and complete information
You are responsible for maintaining the confidentiality of your account credentials
You must notify us immediately of any unauthorized access or security breaches
4.2 Account Responsibilities
You are responsible for all activities under your account
You must not share account credentials with unauthorized individuals
You agree to maintain reasonable security measures for your account access
We reserve the right to suspend or terminate accounts that violate these Terms
5. Service Agreements and Statements of Work
5.1 Professional Services
Specific consulting engagements will be governed by separate Service Agreements or Statements of Work ("SOW")
These Terms apply to all Services unless specifically modified in writing
Any conflicts between these Terms and a signed SOW will be resolved in favor of the SOW
5.2 Scope of Services
Services will be performed in accordance with agreed-upon specifications
We will use commercially reasonable efforts to deliver Services on time and within scope
Any changes to scope, timeline, or deliverables must be agreed upon in writing
6. Payment Terms and Pricing
6.1 Fees and Billing
Fees for Services are as specified in your Service Agreement or SOW
Training subscriptions are billed according to the selected plan
All fees are due within 30 days of invoice date unless otherwise specified
Late payments may incur interest charges of 1.5% per month
6.2 Refunds and Cancellations
Consulting services: Refunds are prorated based on work completed
Training subscriptions: Refunds available within 30 days of purchase
Custom development work: No refunds once work has commenced
Cancellations must be provided in writing with 30 days notice
7. Intellectual Property Rights
7.1 Our Intellectual Property
All content, methodologies, tools, and materials created by NAXS Labs remain our property
We grant you a limited, non-exclusive license to use our materials for the agreed-upon purpose
You may not reproduce, distribute, or create derivative works without written permission
Our trademarks, logos, and brand elements may not be used without authorization
7.2 Client Intellectual Property
You retain ownership of your pre-existing intellectual property and confidential information
You grant us a limited license to use your information solely for providing Services
Any custom materials developed specifically for you will be owned by you upon full payment
We may retain anonymized, aggregated data for research and service improvement
7.3 Third-Party Materials
Some Services may incorporate third-party tools, software, or content
Your use of third-party materials is subject to their respective terms and conditions
We are not responsible for third-party intellectual property infringement claims
8. Confidentiality and Data Protection
8.1 Confidential Information
Both parties agree to maintain the confidentiality of sensitive information
Confidential information includes business strategies, technical data, and proprietary methods
Obligations survive termination of Services for a period of 5 years
Standard exceptions apply for publicly available information and legal requirements
8.2 Data Security
We implement industry-standard security measures to protect your data
You are responsible for the security of systems and data under your control
Both parties will promptly notify each other of any security incidents
Data processing is governed by our Privacy Policy
9. Limitation of Liability and Disclaimers
9.1 Service Disclaimers
Services are provided "as is" without warranties of any kind
We do not guarantee that Services will meet all your requirements or be error-free
Cybersecurity is an evolving field; no security measures can guarantee complete protection
You acknowledge that security risks cannot be completely eliminated
9.2 Limitation of Liability
Our total liability for any claim shall not exceed the fees paid for the specific Service
We are not liable for indirect, incidental, or consequential damages
This includes but is not limited to loss of profits, data, or business interruption
Some jurisdictions do not allow liability limitations; these may not apply to you
9.3 Indemnification
You agree to indemnify us against claims arising from your use of Services
This includes claims related to your violation of these Terms or applicable laws
We will provide reasonable notice and cooperation in defending such claims
10. Acceptable Use Policy
10.1 Permitted Uses
Use Services for legitimate business and educational purposes
Comply with all applicable laws and regulations
Respect intellectual property rights and confidentiality obligations
Follow security best practices when accessing our systems
10.2 Prohibited Activities
Attempting to gain unauthorized access to our systems or networks
Using Services to conduct illegal activities or violate others' rights
Distributing malware, viruses, or other harmful code
Reverse engineering or attempting to extract our proprietary methods
Sharing access credentials with unauthorized individuals
11. Professional Standards and Ethics
11.1 Professional Conduct
We adhere to recognized cybersecurity professional standards and ethics
We maintain appropriate professional certifications and continuing education
We will perform Services with due care and professional competence
We reserve the right to decline engagements that conflict with our professional standards
11.2 Conflict of Interest
We will disclose any potential conflicts of interest before beginning Services
We maintain confidentiality between clients and do not share competitive information
We may work with competing organizations provided confidentiality is maintained
12. Force Majeure
Neither party shall be liable for delays or failures due to circumstances beyond their reasonable control, including but not limited to:
Natural disasters, pandemics, or other acts of God
Government actions, regulations, or legal requirements
Cyber attacks, system failures, or infrastructure outages
Labor disputes or supply chain disruptions
13. Termination
13.1 Termination Rights
Either party may terminate these Terms with 30 days written notice
We may terminate immediately for material breach of these Terms
Specific Service Agreements may have different termination provisions
Termination does not affect accrued rights or obligations
13.2 Effect of Termination
All outstanding fees become immediately due and payable
Each party will return or destroy confidential information as requested
Provisions regarding confidentiality, intellectual property, and limitation of liability survive
You may request return of your data within 30 days of termination
14. Governing Law and Dispute Resolution
14.1 Governing Law
These Terms are governed by the laws of Rhode Island, USA, without regard to conflict of law principles.
14.2 Dispute Resolution
Parties agree to first attempt resolution through good faith negotiation
If negotiation fails, disputes will be resolved through binding arbitration
Arbitration will be conducted under the rules of a recognized arbitration body
The arbitrator's decision will be final and enforceable in any court of competent jurisdiction
14.3 Jurisdiction
For any matters not subject to arbitration, parties consent to jurisdiction in the courts of Rhode Island, USA.
15. General Provisions
15.1 Entire Agreement
These Terms, together with any applicable Service Agreements, constitute the entire agreement between the parties and supersede all prior agreements and understandings.
15.2 Modifications
We may update these Terms from time to time. Material changes will be communicated via email or website notice. Continued use of Services after changes constitutes acceptance.
15.3 Severability
If any provision of these Terms is found to be unenforceable, the remaining provisions will continue in full force and effect.
15.4 Assignment
You may not assign these Terms without our written consent. We may assign these Terms in connection with a merger, acquisition, or sale of assets.
15.5 Waiver
Failure to enforce any provision does not constitute a waiver of that provision or any other provision.
15.6 Survival
Provisions that by their nature should survive termination will survive, including confidentiality, intellectual property, limitation of liability, and dispute resolution.
16. Contact Information
For questions about these Terms and Conditions, please contact us:
NAXS Holdings LLC – dba NAXS Labs
Email: legal@naxslabs.com
For general inquiries: contact@naxslabs.com
By using our Services, you acknowledge that you have read, understood, and agree to be bound by these Terms and Conditions.
Last Updated: 7-11-2025
This Privacy Policy is effective as of the date listed above and governs the collection, use, and disclosure of information by NAXS Labs.
