Legal

TERMS OF
SERVICE

Last updated: July 2, 2026

1. The Service

RGX Systems provides wholesale B2B utility infrastructure (“the Service”) to approved Value-Added Resellers (“VARs”). The Service consists of a provisioned API node, Master API Key, and access to the RGX Systems API pipeline — including ingest, processing, and usage tracking endpoints.

The Service is designed for business-to-business use. VARs integrate the Service into their own products and service offerings, which they deliver to their own clients. RGX Systems has no direct relationship with the VAR’s end clients.

2. Eligibility and Approval

• Access to the Service is by application only — there is no self-service sign-up
• You must be at least 18 years old and have legal authority to enter into this agreement on behalf of your business
• You must provide accurate and complete information in your application and maintain its accuracy throughout the term
• RGX Systems reserves the right to reject or revoke applications at its sole discretion
• The Service is intended for business use only — consumer use is not permitted

3. Access, Fees, and Billing

Infrastructure Access Fees

• VAR access is billed monthly: a flat base fee of $2,000/mo plus $20/seat per active client on your node
• The base fee is billed in advance at the start of each billing period
• The per-seat charge is calculated on active client count and billed monthly in arrears
• Payments are due within 14 days of invoice

API Key and Node Access

• Upon approval, you receive one Master API Key tied to your provisioned VAR node
• Your Master API Key is shown once at provisioning — store it securely; RGX Systems does not retain the plaintext key
• You are responsible for all API usage occurring under your key
• Key rotation is available self-serve via the Partner Portal; a rotated key invalidates the previous key immediately

Price Changes

RGX Systems may change infrastructure pricing with at least 30 days’ written notice. Continued use after the notice period constitutes acceptance of the new pricing.

Suspension for Non-Payment

Accounts more than 14 days past due may be suspended. Suspended nodes reject all API requests until payment is resolved.

Seat-Metering Audit Rights

VARs have the contractual right to audit their seat billing data at any time. The Seat Metering Ledger records each active seat per tenant, including seat_id, first_seen, last_seen, request_count, and active status for the billing period. This data is queryable via:

• GET /api/v1/usage?month=YYYY-MM — seat-level breakdown for any month up to 12 months prior
• GET /api/v1/billing/summary — current month: active_seats, base_fee, seat_fee, estimated_total
• GET /api/v1/clients/:ref/usage — per-tenant seat activity for a specific workspace

All billing responses are returned as structured JSON for independent verification. If you believe your seat count is incorrect, you must notify RGX Systems at billing@rgxsystems.com within 14 days of invoice with the disputed month and your counted seat list. RGX Systems will respond within 5 business days with a line-item billing export. A credit will be applied to the following invoice if a metering error is confirmed. RGX Systems will not charge a disputed seat without providing log-level evidence of authenticated activity.

Data Handling for Regulated Industries

VARs operating in regulated industries must configure the appropriate industry mode on each tenant workspace:

• healthcare — HIPAA PHI scrubbing: SSNs, DOBs, MRNs, NPIs, Insurance IDs, phone numbers, email addresses, and street addresses are intercepted in-memory and replaced with numbered tokens ({{REDACTED_PHI_1}}, etc.) before any LLM call. Raw PHI is never transmitted to any LLM provider and never persisted to storage.
• legal — Attorney-client privilege markers and legal identifiers are flagged and redacted. AI output validation runs before response delivery.
• finance — PCI identifiers, account numbers, routing numbers, and financial instrument data are intercepted and tokenized at the same in-memory layer.
• professional_services — EINs, SSNs, banking credentials, and payment card numbers are scrubbed. Right-to-erasure compliance is supported via tenant workspace deletion.
• real_estate — Standard PII (name, address, phone, email) is scrubbed per the base compliance profile.

VARs are responsible for selecting the correct industry mode and for ensuring all applicable regulatory obligations are satisfied. RGX Systems provides the scrubbing infrastructure; VARs retain responsibility for regulatory compliance in their sector.

4. Your Responsibilities

• You are responsible for all activity that occurs under your VAR node and API key
• You must keep your Master API Key secure — do not expose it in client-side code or public repositories
• You must ensure your use of the Service complies with all applicable laws, including data protection, healthcare privacy, and financial regulations governing your clients’ data
• You must execute a Business Associate Agreement with RGX Systems before processing any Protected Health Information through the Service — see /baa
• You are solely responsible for your relationship with your end clients — RGX Systems is not a party to those relationships
• You must not use the Service for any unlawful purpose, including sending spam, phishing, or harassing communications
• You must not attempt to reverse-engineer, copy, or resell the Service itself (as distinct from products you build on top of the API)
• You must not manipulate active client status to avoid seat charges — misrepresentation is a material breach

5. Permitted Use and API Conduct

The Service may be used to:

• Submit compliance payloads to the Compliance Engine via the POST /api/v1/process endpoint — including PII/PHI scrubbing, industry-mode routing, and LLM inference under zero-leakage guarantees
• Provision and manage isolated tenant workspaces via the /api/v1/clients endpoints (System 02: Tenant Isolation)
• Issue tenant sub-keys and configure per-tenant seat authentication (RGX JWT, OIDC, SAML 2.0, or header-mode)
• Query seat-level usage and billing data via the GET /api/v1/usage and GET /api/v1/billing/summary endpoints (System 03: Seat Metering Ledger)
• Route inference passthrough to your own model stack using passthrough: true while still capturing compliance redaction events
• Submit inbound payloads to a tenant workspace via POST /api/v1/clients/:ref/inbound

You must not use the Service to transmit content that is illegal, defamatory, harassing, or in violation of third-party rights. RGX Systems may suspend or terminate access for misuse without notice.

6. Pipeline Processing and AI Output

When you use the /process endpoint with AI gateway routing enabled, inputs are forwarded to our third-party LLM providers. You acknowledge that:

• AI-generated outputs may contain errors or inaccuracies — you are responsible for how your clients rely on them
• You are responsible for ensuring appropriate disclosure to your end clients regarding automated processing of their data
• RGX Systems is not liable for consequences arising from AI outputs that you or your clients act upon
• Our LLM providers operate under data processing agreements that prohibit use of submitted data for model training
• For healthcare inputs, PHI is scrubbed in-memory before any LLM call — the LLM provider never receives raw PHI

7. Data, Privacy, and Regulated Industries

Our collection and use of data is governed by our Privacy Policy and Data Processing Agreement, both of which form part of these Terms.

You retain ownership of all data you transmit through the Service. You grant RGX Systems a limited licence to process that data solely to provide the Service. You are responsible for ensuring you have the legal right to transmit any data you send through the API.

Regulated industries: If you or your clients operate in healthcare, legal, finance, or other regulated industries, you are solely responsible for ensuring your use of the Service satisfies all applicable regulatory obligations. VARs serving healthcare clients must execute a Business Associate Agreement with RGX Systems prior to transmitting any Protected Health Information through the Service. Contact legal@rgxsystems.com to initiate.

8. Uptime and Support

RGX Systems aims to maintain high availability but does not guarantee 100% uptime. Planned maintenance will be communicated in advance where possible. Current service status is available at /status. For support, contact support@rgxsystems.com.

9. Intellectual Property

The Service, including its software, pipeline architecture, system design, API design, and brand, is exclusively owned by RGX Systems LLC and protected by applicable intellectual property laws. You receive access to the Service API only — no ownership, licence to replicate, or rights to the underlying technology are transferred to you.

You may not copy, reproduce, reverse engineer, decompile, or create derivative works from any part of the Service without prior written permission from RGX Systems LLC.

10. Confidentiality

By using the Service, you agree to treat all non-public aspects of the RGX Systems infrastructure as confidential, including:

• The system architecture, pipeline logic, and API design
• Prompt structures, processing workflows, and integration patterns
• Pricing structures, provisioning processes, and internal tooling
• Any proprietary information disclosed during onboarding or use of the Service

This obligation does not apply to information that: (a) is or becomes publicly known through no breach of this agreement; (b) was rightfully known to you before disclosure; (c) is independently developed by you without use of confidential information; or (d) is required to be disclosed by law or court order, provided you give RGX Systems prompt written notice and cooperate in seeking a protective order.

This obligation survives termination of your access. Violation may result in immediate termination and legal action seeking injunctive relief.

11. Prohibition on Reverse Engineering

You expressly agree that you will not, directly or indirectly:

• Reverse engineer, decompile, or attempt to derive the source code, architecture, or pipeline logic of the Service
• Build, develop, or assist in building any product or service that replicates or competes with RGX Systems using knowledge gained from your access to the Service
• Use the Service to train, fine-tune, or inform any competing system or product

Violation of this clause will result in immediate termination and may result in legal action seeking injunctive relief and damages.

12. Indemnification

Indemnification by You

You shall indemnify, defend, and hold harmless RGX Systems LLC, its officers, directors, employees, and agents from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to:

• Your use of the Service in violation of these Terms or any applicable law
• Your products or services built on top of the Service, including any claims brought by your end clients
• Your breach of any regulatory obligation, including HIPAA, FINRA, or applicable data protection laws
• Any claim that data you submitted through the Service violated the rights of a third party
• Your misrepresentation of active client count for billing purposes

Indemnification by RGX Systems

RGX Systems shall indemnify, defend, and hold harmless you, your officers, directors, employees, and agents from and against any third-party claims alleging that the Service, as provided by RGX Systems and used in accordance with these Terms, infringes any United States patent, copyright, trademark, or trade secret. This obligation does not apply to infringement claims arising from: (a) your modification of the Service; (b) your combination of the Service with third-party products or services; or (c) your use of the Service in a manner not authorised by these Terms.

Indemnification Procedure

The indemnified party must: (a) promptly notify the indemnifying party in writing of any claim; (b) give the indemnifying party sole control of the defense and settlement; and (c) provide reasonable cooperation at the indemnifying party’s expense. The indemnified party may participate in the defense at its own cost with counsel of its choosing.

13. Limitation of Liability

To the maximum extent permitted by law, RGX Systems’ total liability to you for any claims arising under these Terms shall not exceed the fees you paid in the three (3) months preceding the claim.

RGX Systems shall not be liable for:

• Indirect, incidental, special, or consequential damages
• Loss of data, revenue, profits, or business opportunities
• Actions taken by your end clients based on AI-generated outputs
• API downtime or service interruptions outside RGX Systems’ reasonable control

Exceptions — the liability cap does not apply to:

• Either party’s breach of its confidentiality obligations under Section 10
• Either party’s indemnification obligations under Section 12
• RGX Systems’ gross negligence or wilful misconduct
• Either party’s breach of applicable data protection law, including HIPAA
• Claims that cannot be limited by law in the applicable jurisdiction

14. Disclaimer of Warranties

The Service is provided “as is” and “as available.” RGX Systems makes no warranties, express or implied, including warranties of merchantability, fitness for a particular purpose, or non-infringement. RGX Systems does not warrant that the Service will be error-free, uninterrupted, or that AI-generated outputs will be accurate, complete, or suitable for any particular purpose.

15. Force Majeure

Neither party shall be liable for any delay or failure in performance resulting from causes beyond its reasonable control, including but not limited to: acts of God or nature, war, terrorism, government action or regulation, internet or telecommunications outages, power failures, labour disputes, or pandemics. The affected party shall provide prompt written notice of the event and use commercially reasonable efforts to resume performance as quickly as possible. If a force majeure event continues for more than 60 days, either party may terminate the agreement on written notice without liability.

16. Termination

RGX Systems may suspend or terminate your VAR node access if you:

• Breach these Terms and fail to cure within 14 days of written notice (or immediately for material breaches including confidentiality violations, reverse engineering, and misrepresentation of billing data)
• Fail to pay infrastructure fees within 14 days of invoice
• Use the Service in a manner that creates legal risk or regulatory exposure for RGX Systems or third parties
• Become insolvent, make an assignment for the benefit of creditors, or have a receiver appointed

You may terminate access at any time by providing 30 days’ written notice to support@rgxsystems.com. Upon termination, your API key is revoked and your data is handled in accordance with the Privacy Policy. You remain responsible for all fees incurred through the termination date, including any pro-rated seat charges.

17. Assignment

You may not assign, transfer, or sublicence your rights or obligations under these Terms without the prior written consent of RGX Systems, which shall not be unreasonably withheld.

RGX Systems may assign these Terms, in whole or in part, without your consent in connection with a merger, acquisition, corporate reorganisation, or sale of all or substantially all of its assets, provided RGX Systems gives you at least 30 days’ written notice and the successor entity assumes all obligations under these Terms. If you object to an assignment, your sole remedy is to terminate access on written notice within 30 days of receiving the assignment notice.

Any purported assignment in violation of this section is void.

18. Governing Law and Dispute Resolution

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

Mandatory Arbitration

Except as provided below, any dispute, claim, or controversy arising out of or relating to these Terms or the Service shall be resolved by binding arbitration administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules. The arbitration shall be conducted by a single arbitrator in Wilmington, Delaware (or remotely by mutual agreement). The arbitrator’s decision shall be final and binding and may be entered as a judgment in any court of competent jurisdiction. Each party shall bear its own costs and attorneys’ fees in arbitration, unless the arbitrator determines that a claim or defense was frivolous.

Exceptions to Arbitration

Either party may seek emergency injunctive or other equitable relief from a court of competent jurisdiction in Delaware without waiving the right to arbitrate the underlying dispute. Claims of intellectual property infringement, breach of confidentiality, or reverse engineering may, at RGX Systems’ election, be brought directly in the state or federal courts located in the State of Delaware, to whose jurisdiction you hereby consent.

Waiver of Class Action

All disputes must be brought in the parties’ individual capacities. You waive any right to bring or participate in a class action, collective proceeding, or representative action against RGX Systems.

19. Severability

If any provision of these Terms is held by a court or arbitrator of competent jurisdiction to be invalid, unenforceable, or contrary to law, that provision shall be modified to the minimum extent necessary to make it enforceable, or if it cannot be so modified, it shall be severed from these Terms. The remaining provisions shall continue in full force and effect.

20. Entire Agreement

These Terms, together with the Privacy Policy, Data Processing Agreement, and any executed Business Associate Agreement or Master Service Agreement, constitute the entire agreement between you and RGX Systems with respect to the Service and supersede all prior or contemporaneous understandings, representations, and agreements, whether written or oral, relating to the same subject matter. In the event of a conflict between these Terms and a separately executed Master Service Agreement, the Master Service Agreement shall control.

21. Waiver

No failure or delay by either party in exercising any right, power, or privilege under these Terms shall operate as a waiver of that right. No single or partial exercise of any right precludes any other or further exercise of that right or any other right. All waivers must be in writing to be effective.

22. Notices

All legal notices required or permitted under these Terms shall be in writing and delivered by: (a) email to the address on record, with confirmation of delivery; or (b) overnight courier to the registered business address on file. Notices to RGX Systems must be sent to legal@rgxsystems.com with a copy to the registered address of RGX Systems LLC. Notices are effective upon confirmed receipt.

23. Changes to These Terms

RGX Systems may update these Terms from time to time. We will notify you of material changes via email at least 30 days before they take effect. Continued use of the Service after the effective date constitutes acceptance of the updated Terms. If you do not agree to the updated Terms, you may terminate your access before the effective date without penalty for the remainder of the then-current billing period.

24. Contact

For questions about these Terms:

Legal: legal@rgxsystems.com
Support: support@rgxsystems.com
Website: rgxsystems.com