Terms of Service

Throughout these Terms, the following definitions apply:

• "Staxel" / "we" / "us" — Staxel Inc., a company incorporated in the State of Michigan, with its principal place of business at 2050 15th St, Detroit, MI 48216, US.
• "TouchlessOS" — The vision-based user-interface control platform developed by Staxel, including all associated software, firmware, APIs, SDKs, documentation, and hosted services.
• "Operator" — Any business, organization, or individual that deploys or integrates TouchlessOS at a physical or digital location.
• "End User"— A person who interacts with a TouchlessOS-powered display at an Operator's location.
• "Opt-In Features" — Optional capabilities, such as Magic Booth, that require explicit End User consent before activation.
• "Documentation" — Technical and operational guides provided by Staxel at staxel.ai or delivered with the platform.

Subject to these Terms and payment of any applicable fees, Staxel grants Operators a limited, non-exclusive, non-transferable, non-sublicensable license to:

• Install and run TouchlessOS on hardware located at Operator-controlled premises.
• Integrate TouchlessOS APIs and SDKs into Operator-developed applications solely for use with TouchlessOS-licensed deployments.
• Display and demonstrate TouchlessOS capabilities to prospective customers of the Operator's business.

This license does not include the right to:

• Sublicense, resell, or white-label TouchlessOS without a separate written agreement with Staxel.
• Reverse-engineer, decompile, or disassemble any compiled component of the platform.
• Modify or create derivative works of the TouchlessOS core software.
• Use TouchlessOS in safety-critical applications (medical devices, autonomous vehicles, infrastructure control) without prior written approval from Staxel.

Operators are solely responsible for:

• Deploying TouchlessOS in compliance with all applicable local, state, federal, and international laws, including privacy, data-protection, and consumer-protection regulations.
• Providing End Users with clear notice that a vision-based interaction system is in use at the deployment location.
• Ensuring that Opt-In Features (e.g., Magic Booth) are presented to End Users with a clear, informed consent mechanism before any data capture begins.
• Implementing appropriate physical and network security measures to protect the TouchlessOS installation hardware.
• Keeping the TouchlessOS software up to date by applying security patches within a reasonable time after release.
• Ensuring that content displayed through TouchlessOS does not violate any third-party intellectual property rights, applicable law, or these Terms.
• Maintaining appropriate records of End User consents obtained for Opt-In Features for a minimum of 90 days after the associated data is deleted.

Staxel commits that the TouchlessOS computer-vision framework, as shipped:

• Processes all camera input on the local deployment device only.
• Does not transmit raw images, video frames, depth maps, or biometric data to any external server.
• Discards all visual input in real time after extracting gesture or posture control signals.
• Does not perform facial recognition, identity verification, or demographic profiling.

Operators must not modify the platform in a way that re-enables data retention or transmission of visual data without explicit written authorization from Staxel and appropriate End User disclosures.

Opt-In Features involve temporary storage of End User-generated media. When deploying Opt-In Features, Operators agree to the following conditions:

Staxel retains all right, title, and interest in and to TouchlessOS, including all patents, copyrights, trademarks, trade secrets, and other intellectual property embodied in the platform. These Terms do not convey any ownership interest to Operators or End Users.

Operators retain ownership of content they create and display through TouchlessOS. By using the platform to display content, Operators grant Staxel a limited, royalty-free license to process that content solely to the extent required to operate the platform.

Feedback, suggestions, or ideas submitted to Staxel regarding the platform may be used by Staxel without restriction or compensation to the submitting party.

Access to TouchlessOS may be subject to subscription or licensing fees as set out in a separate Order Form or pricing agreement between Staxel and the Operator. Unless otherwise stated in that agreement:

• Fees are billed in advance for the agreed billing period (monthly or annual).
• All fees are non-refundable except as required by applicable law or as expressly stated in the Order Form.
• Staxel may update pricing with 60 days' written notice prior to the Operator's next renewal date.
• Failure to pay undisputed invoices within 30 days may result in suspension of platform access.

Each party may receive confidential information from the other in connection with these Terms. Each party agrees to:

• Hold the other party's confidential information in strict confidence using at least the same degree of care it uses for its own confidential information (and no less than reasonable care).
• Use confidential information only to fulfill obligations or exercise rights under these Terms.
• Not disclose confidential information to any third party without prior written consent, except to employees or contractors who need to know and are bound by equivalent confidentiality obligations.

Confidentiality obligations do not apply to information that is publicly known through no fault of the receiving party, independently developed, or required to be disclosed by law (with prompt notice to the disclosing party where legally permitted).

Staxel warrants that TouchlessOS will perform materially in accordance with its Documentation under normal use conditions. Staxel will use commercially reasonable efforts to correct material non-conformances reported by Operators.

Disclaimer of Other Warranties

EXCEPT AS EXPRESSLY STATED ABOVE, TOUCHLESSOS IS PROVIDED "AS IS" AND "AS AVAILABLE." STAXEL DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. STAXEL DOES NOT WARRANT THAT THE PLATFORM WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE AGAINST ALL THREATS.

Exclusion of Consequential Damages

IN NO EVENT WILL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF PROFITS, DATA, BUSINESS, OR GOODWILL), EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Aggregate Cap

STAXEL'S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS WILL NOT EXCEED THE GREATER OF (A) THE TOTAL FEES PAID BY THE OPERATOR IN THE 12 MONTHS PRECEDING THE CLAIM OR (B) USD $500.

These limitations apply regardless of the theory of liability (contract, tort, statute, or otherwise) and even if the remedies fail their essential purpose. Some jurisdictions do not allow certain liability exclusions; in such cases the exclusions apply to the maximum extent permitted by law.

Operator indemnification of Staxel:Operator will defend, indemnify, and hold harmless Staxel and its officers, directors, employees, and agents from any third-party claims, losses, or expenses (including reasonable legal fees) arising from (a) Operator's deployment or use of TouchlessOS in violation of these Terms or applicable law; (b) content displayed by Operator through the platform; or (c) Operator's failure to obtain required End User consents.

Staxel indemnification of Operator: Staxel will defend, indemnify, and hold harmless Operator from third-party claims alleging that TouchlessOS, as provided by Staxel and used in accordance with these Terms, infringes any third-party patent, copyright, trademark, or trade secret. This obligation does not apply if infringement arises from Operator modifications, combination with third-party software not provided by Staxel, or use outside the scope of the license.

These Terms commence on the date the Operator first accesses or deploys TouchlessOS and continue until terminated.

• Termination for cause: Either party may terminate immediately upon written notice if the other party materially breaches these Terms and fails to cure the breach within 30 days of written notice.
• Termination for convenience:Either party may terminate these Terms with 60 days' written notice.
• Effect of termination:Upon termination, the Operator's license to use TouchlessOS immediately ceases. The Operator must uninstall the software and delete all associated data within 30 days. Staxel will delete any Operator data it holds within the same period.
• Survival: Sections on confidentiality, intellectual property, limitation of liability, indemnification, and governing law survive termination.

These Terms are governed by and construed in accordance with the laws of the State of Delaware, USA, without regard to its conflict-of-law provisions.

The parties agree to first attempt to resolve any dispute informally by notifying Staxel at legal@staxel.ai with a written description of the dispute. If not resolved within 30 days, disputes shall be submitted to binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules, with proceedings conducted in the State of Delaware. Judgment on the arbitration award may be entered in any court of competent jurisdiction.

Nothing in this section prevents either party from seeking injunctive or other equitable relief in a court of competent jurisdiction to protect intellectual property or confidential information.

Staxel reserves the right to modify these Terms at any time. We will provide at least 30 days' advance notice of material changes via the TouchlessOS administrative interface, the Staxel website, or direct email to the Operator's registered contact. Continued use of TouchlessOS after the effective date of revised Terms constitutes acceptance. If an Operator objects to changes, they may terminate these Terms before the effective date of the revision without penalty.

• Entire Agreement: These Terms, together with any Order Form or pricing agreement, constitute the entire agreement between the parties regarding TouchlessOS and supersede all prior agreements on this subject.
• Severability: If any provision is found unenforceable, the remaining provisions continue in full force.
• Waiver: Failure to enforce any provision shall not constitute a waiver of future enforcement.
• Assignment:Operators may not assign these Terms without Staxel's prior written consent. Staxel may assign these Terms in connection with a merger, acquisition, or sale of substantially all of its assets.
• Force Majeure: Neither party is liable for failures caused by circumstances beyond their reasonable control, provided the affected party notifies the other promptly and uses reasonable efforts to resume performance.
• Notices: Legal notices to Staxel must be sent to the address below via registered mail or a nationally recognized courier, with a copy to legal@staxel.ai.

For questions about these Terms: legal@staxel.ai