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 the American Arbitration Association (AAA)

• 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.