Terms of Service

These Terms of Service (“Terms”) are a binding agreement between you and NEPOLIX SANCTUM LLC (“NEPOLIX SANCTUM,” “we,” “us,” or “our”) governing access to and use of Sanctum OS, our websites, applications, APIs (if any), and related products and services (collectively, the “Services”).

By accessing or using the Services, creating an account, accepting an invitation, or clicking to accept these Terms, you agree to be bound by them. If you use the Services on behalf of a company, organization, or other entity, you represent that you have authority to bind that entity, and “you” includes that entity (the “Customer”).

Our Privacy Policy describes how we handle personal information and is incorporated by reference. If you have a separate written master services agreement, order form, or data processing agreement with us that conflicts with these Terms, that written agreement controls for the conflicting subject matter.

Sanctum OS is a cloud-based, multi-tenant business operations and productivity platform. Depending on your plan and configuration, the Services may include document and file management, financial and operational recordkeeping, task and workflow tools, calendaring, collaboration features, notifications, integrations with third-party products, analytics or reporting, administrative settings, and related websites, APIs, and software we make available. Features may vary by plan, region, organization configuration, integrations, and product stage (including beta or preview features).

We may modify, improve, suspend, or discontinue features with reasonable notice when practicable. We are not obligated to provide any particular feature indefinitely. Unless a separate written service level agreement says otherwise, the Services are provided without guaranteed uptime percentages.

The Services are general-purpose business software. They are not tailored to any single industry, and you are solely responsible for using them in compliance with laws and professional standards applicable to your business and jurisdiction.

You must be at least 18 years old (or the age of majority where you live) and able to form a binding contract. You agree to provide accurate account information and keep it current.

Access may be granted via email one-time codes or other authentication methods we support. You are responsible for safeguarding access to your email, devices, credentials, and recovery methods, and for all activity under your account. Notify us promptly of any unauthorized use.

Organization administrators may invite users (“Authorized Users”), manage roles, and control access to organizational data. The Customer is responsible for Authorized Users’ compliance with these Terms and for all use of the Services under its workspace(s).

We may suspend accounts that appear compromised, inactive for an extended period, or in violation of these Terms, after notice when reasonable.

Subject to these Terms, we grant you a limited, non-exclusive, non-transferable, non-sublicensable, revocable right to access and use the Services for your internal business or personal productive purposes, as enabled by your plan and permissions.

You will not, and will not allow others to:

• Copy, modify, distribute, sell, lease, or create derivative works of the Services except as expressly allowed
• Reverse engineer, decompile, or attempt to extract source code except to the extent this restriction is prohibited by law
• Bypass, disable, or interfere with security, authentication, or rate limits
• Access the Services by automated means in a manner that overloads or scrapes the platform beyond ordinary use of documented APIs (if provided)
• Use the Services to build a competing product using non-public aspects of the Services
• Remove proprietary notices

You agree not to use the Services to:

• Violate any applicable law, regulation, or third-party right
• Upload malware, or attempt to probe, scan, penetrate, or breach systems or data
• Interfere with or disrupt the Services or other users’ access
• Access another user’s or organization’s data without authorization
• Store or transmit unlawful, infringing, defamatory, harassing, fraudulent, or harmful content
• Send spam or unsolicited bulk communications through or using the Services
• Misrepresent your identity or affiliation
• Process data in regulated categories for which the Services are not designed (for example protected health information under HIPAA, cardholder data under PCI DSS as a payment processor, or similarly specialized regulated data) unless we have expressly agreed in a separate written agreement
• Use the Services in high-risk environments where failure could lead to death, personal injury, or severe environmental or physical damage

We may suspend or terminate access for violations, suspected abuse, legal risk, or threats to the platform or other users.

As between you and NEPOLIX SANCTUM, you (or your organization) retain all rights to content you submit to the Services (“Customer Content”), including files, records, messages, configurations, and similar data.

You grant us a limited, worldwide, non-exclusive license to host, copy, process, transmit, display, back up, and otherwise use Customer Content solely as needed to provide, maintain, secure, and improve the Services, prevent abuse, enforce these Terms, and comply with law. We do not claim ownership of Customer Content.

You represent that you have all rights and consents necessary to submit Customer Content and that doing so does not violate law or third-party rights. You are solely responsible for Customer Content, for decisions made using outputs of the Services (including reports, exports, and classifications), and for compliance obligations related to your data and industry.

Organizational administrators may be able to access, modify, export, or delete Customer Content and manage user access. We are not responsible for actions taken by your administrators or other Authorized Users.

If you provide ideas, suggestions, or feedback about the Services, you grant us a perpetual, irrevocable, worldwide, royalty-free license to use and incorporate that feedback without obligation or compensation to you.

Each party may receive non-public information from the other that is marked confidential or reasonably should be understood as confidential. The receiving party will use reasonable care to protect that information and use it only as needed under these Terms, except information that is or becomes public through no fault of the recipient, was independently developed, was rightfully received from a third party without duty of confidentiality, or must be disclosed by law (with prior notice when legally permitted).

The Services may interoperate with third-party products used as infrastructure (for example cloud hosting or email delivery) and with optional user-connected integrations (including Google Calendar (connected with Google OAuth), and other optional third-party services we may offer from time to time—such as additional calendar, identity, email, storage, messaging, or productivity tools). Your use of third-party services is subject to their terms and privacy policies. We are not responsible for third-party services we do not control, and do not warrant their availability, accuracy, or security.

Optional OAuth connections. Some features require you to authorize a third-party account (for example connecting Google Calendar through Google’s OAuth consent screen). By connecting an integration, you instruct us to access and process data from that provider as needed to provide the feature, and you represent that you have the right to grant that authorization. Permissions and data types depend on the scopes you approve with the provider and may change as we add or update integrations.

Google Calendar. When enabled, Google Calendar integration may create, update, delete, or import calendar events related to items in the Services, using tokens stored for your account. You may disconnect at any time in product settings or by revoking access in your Google Account. Sanctum OS's use and transfer to any other app of information received from Google APIs will adhere to the Google API Services User Data Policy, including the Limited Use requirements.

Future integrations. We may add other third-party OAuth or API integrations under this same framework without amending these Terms for each provider, provided use remains optional and limited to providing the connected features. Details about how we handle integration data appear in our Privacy Policy.

We may offer beta, pilot, or preview features. Those features are provided “as is,” may be modified or withdrawn at any time, and may be less reliable, less documented, or less secure than generally available features. Your use of beta features is optional and at your own risk.

The Services—including software, interfaces, design, branding, documentation, and underlying technology—are owned by NEPOLIX SANCTUM or its licensors and are protected by intellectual property laws. Except for the limited rights expressly granted in these Terms, no rights are transferred to you. All trademarks and logos remain the property of their respective owners.

If you believe content on the Services infringes your copyright, contact us at hello@nepolix.com with enough detail for us to locate the material and respond (including your contact information, a description of the work, the location of the material, a good-faith statement, and a statement under penalty of perjury that your notice is accurate and that you are authorized to act).

Some features or plans may be free; others may require payment under an order form, invoice, subscription page, or other commercial terms. If fees apply, you agree to pay them when due in the currency specified. Late amounts may accrue interest at the maximum rate permitted by law, and we may suspend access for non-payment after notice.

Fees are exclusive of taxes. You are responsible for applicable sales, use, VAT, GST, or similar taxes, excluding taxes based on our net income. Unless stated otherwise in writing, fees are non-refundable except as required by law.

Free trials or promotional access, if offered, may be modified or ended at any time and may convert to a paid plan only if you affirmatively agree to paid terms.

The Services are operational and productivity tools. They do not constitute legal, accounting, tax, financial, medical, engineering, or other professional advice. You remain solely responsible for compliance, filings, professional judgments, and any reliance on data, reports, or exports produced using the Services. Always consult qualified professionals for advice specific to your situation.

THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

We do not warrant that the Services will be uninterrupted, timely, secure, error-free, or free of harmful components; that defects will be corrected; or that Customer Content will never be lost, corrupted, or unavailable. You are responsible for maintaining your own backups of critical data where appropriate.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEPOLIX SANCTUM AND ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AND SUPPLIERS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, DATA, GOODWILL, OR BUSINESS OPPORTUNITY, ARISING OUT OF OR RELATED TO THE SERVICES OR THESE TERMS, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER THEORY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

OUR AGGREGATE LIABILITY FOR ALL CLAIMS RELATING TO THE SERVICES IN ANY TWELVE-MONTH PERIOD WILL NOT EXCEED THE GREATER OF (A) THE AMOUNTS YOU PAID US FOR THE SERVICES IN THAT PERIOD, OR (B) ONE HUNDRED U.S. DOLLARS (US $100) IF YOU HAVE NOT PAID FEES.

Some jurisdictions do not allow certain limitations; in those cases our liability is limited to the fullest extent permitted by law. Nothing in these Terms excludes liability that cannot be excluded under applicable law (for example fraud or willful misconduct where such exclusion is prohibited).

You will defend, indemnify, and hold harmless NEPOLIX SANCTUM and its officers, directors, employees, and agents from and against claims, damages, losses, liabilities, and expenses (including reasonable attorneys’ fees) arising out of or related to: (a) Customer Content; (b) your use of the Services; (c) your violation of these Terms or applicable law; or (d) disputes among Authorized Users or between you and third parties relating to your use of the Services.

You may stop using the Services at any time. We may suspend or terminate access if you breach these Terms, fail to pay fees when due, create risk for the platform or other users, if required by law, or if we discontinue the Services.

Upon termination, your right to use the Services ends. We may delete or disable access to Customer Content after a reasonable period, subject to legal holds and backup cycles. Where commercially reasonable and permitted, we may allow export of Customer Content before deletion if you request it promptly after termination. Provisions that by their nature should survive (including ownership, confidentiality, feedback, disclaimers, limitations of liability, indemnity, and governing law) will survive.

You may not use, export, or re-export the Services except as authorized by U.S. law and the laws of the jurisdiction in which the Services are used. You represent that you are not located in, and are not a prohibited party under, any U.S. embargoed country or sanctions list.

Neither party is liable for delay or failure to perform due to causes beyond its reasonable control, including acts of God, natural disasters, war, terrorism, riots, labor disputes, government actions, power or internet failures, or failures of third-party hosting or communications providers.

These Terms are governed by the laws of the State of Texas, United States, without regard to conflict-of-law principles. Subject to applicable law, the state and federal courts located in Texas will have exclusive jurisdiction over disputes arising from these Terms or the Services, and you consent to personal jurisdiction there.

Before filing a claim, you agree to try to resolve the dispute informally by contacting hello@nepolix.com and allowing 30 days for good-faith resolution, except where interim injunctive relief is needed.

We may update these Terms from time to time. We will post the revised Terms on this page and update the effective date. If changes are material, we may provide additional notice through the Services or by email. Continued use of the Services after the effective date constitutes acceptance of the revised Terms, except where applicable law requires express consent.

These Terms, together with any order forms or written agreements that expressly incorporate them, constitute the entire agreement between you and us regarding the Services and supersede conflicting prior or contemporaneous agreements on that subject. If any provision is found unenforceable, the remaining provisions remain in effect. Our failure to enforce a provision is not a waiver. You may not assign these Terms without our prior written consent; we may assign them in connection with a merger, acquisition, corporate reorganization, or sale of assets. Nothing in these Terms creates a partnership, joint venture, employment, or agency relationship. Notices to us should be sent to hello@nepolix.com; we may provide notices to you via the Services, email, or your account contact information. Headings are for convenience only.

NEPOLIX SANCTUM LLC
Email: hello@nepolix.com
Phone: (972) 331-1133