Last updated: October 5, 2026
These Terms of Service (“Terms”) govern engagements between you (“Client”) and RGX Systems LLC, a Delaware limited liability company (“RGX Systems,” “we,” “us”), for AI and operations consulting and advisory services and, where agreed, the design, development, deployment, and support of custom AI-powered workflows. By signing a proposal or statement of work with us, or by engaging our services, you agree to these Terms.
RGX Systems provides the following services (together, the “Service”), as described in the applicable proposal or statement of work:
An engagement may include Consulting Services, Build Services, or both. Each engagement begins with a discovery conversation to understand your business, goals, and existing tools, followed by a scoped proposal. Sections of these Terms that refer to workflows, system access, or deployment apply only to engagements that include Build Services.
RGX Systems is not a self-service software platform. Access to the Service is engagement-based: paid work begins only after scope and price are agreed in a written proposal or statement of work (“SOW”). An initial consultation offered free of charge does not create an engagement.
Recommendations, assessments, roadmaps, and other advice provided as part of Consulting Services reflect RGX Systems’ professional judgment based on the information available to us at the time. You remain solely responsible for deciding whether and how to act on them. RGX Systems does not provide legal, tax, accounting, financial, or regulatory compliance advice, and any discussion touching those areas should be confirmed with a qualified professional.
Any estimates of time savings, cost savings, or other outcomes are good-faith estimates, not guarantees. Third-party software, services, or vendors that RGX Systems recommends are provided by those third parties under their own terms, and RGX Systems is not responsible for their performance, pricing, or availability. RGX Systems does not accept commissions or referral fees from vendors for products it recommends to you unless disclosed to you in writing in advance.
Consulting Services generally do not require access to your systems. Where an engagement requires it — typically Build Services, or hands-on setup you have asked us to perform — RGX Systems may need to connect to tools and systems you already use (such as email, CRM, scheduling, or spreadsheet software). You authorize RGX Systems to access only the specific systems and data necessary to perform the agreed scope. RGX Systems will use commercially reasonable, least-privilege access practices and will not access systems or data outside the agreed scope. You may revoke access to any connected system at any time; doing so may affect the workflow's operation.
Workflows built by RGX Systems may call third-party AI model providers to perform tasks such as drafting text, classifying content, or extracting information. RGX Systems selects providers that contractually prohibit using submitted data to train their models, and will disclose which provider(s) a given workflow uses upon request. You acknowledge that:
Our collection and use of data is governed by our Privacy Policy, which forms part of these Terms. You retain ownership of all data and business information you share with RGX Systems. You grant RGX Systems a limited license to use that information solely to deliver the Service to you.
RGX Systems treats all non-public information about your business, provided in connection with an engagement, as confidential, and will not use it for any other client's benefit or disclose it to third parties except as needed to deliver the Service (for example, to an AI provider processing a specific request) or as required by law.
Consulting deliverables. Upon full payment, you may use the reports, assessments, recommendations, roadmaps, and other written materials RGX Systems prepares for you for any internal business purpose, including sharing them with your employees, advisors, and vendors you choose to work with. RGX Systems retains ownership of any general frameworks, templates, and methodology reflected in those materials.
Custom workflows. Upon full payment for a Build Services engagement, RGX Systems assigns to you ownership of the specific workflow configuration, automation logic, and integration code built for you under that engagement, excluding any pre-existing tools, libraries, or general-purpose methodology RGX Systems used to build it (which RGX Systems retains and may reuse for other clients). RGX Systems retains no license to operate your workflow after the engagement ends, except as needed to provide ongoing support you've engaged us for.
Any ongoing advisory arrangement or post-launch workflow support period is described in your proposal or SOW. RGX Systems will make commercially reasonable efforts to respond to support requests and to keep the workflow functioning as intended, but does not guarantee uninterrupted operation, particularly where the workflow depends on third-party tools or AI providers outside our control. For support, contact support@rgxsystems.com.
Except for the specific deliverables assigned to you under Section 8, RGX Systems' general methodology, internal tooling, templates, and know-how remain the exclusive property of RGX Systems LLC. You may not copy, reverse engineer, or create derivative works from RGX Systems' internal tooling or methodology without prior written permission.
Each party agrees to keep confidential any non-public information disclosed by the other party in connection with an engagement, and to use it only for purposes of that engagement. 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 the receiving party before disclosure; (c) is independently developed without use of confidential information; or (d) is required to be disclosed by law, provided the disclosing party is given prompt notice and an opportunity to seek a protective order. This obligation survives termination of the engagement.
You shall indemnify, defend, and hold harmless RGX Systems LLC, its officers, employees, and agents from claims arising out of: your use of any deliverable in violation of these Terms or applicable law; your breach of any regulatory obligation applicable to your business; or any claim that data or system access you provided infringed a third party's rights.
RGX Systems shall indemnify, defend, and hold harmless you from third-party claims alleging that the deliverables, as provided by RGX Systems and used in accordance with these Terms, infringe a United States patent, copyright, trademark, or trade secret — excluding claims arising from your modification of the deliverables or your use of them outside the agreed scope.
To the maximum extent permitted by law, RGX Systems’ total liability to you for claims arising under these Terms or a specific engagement shall not exceed the fees you paid for that engagement 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, or actions your business takes based on AI-generated outputs it did not review.
Exceptions — the liability cap does not apply to:
The Service and any deliverables are 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, except as expressly stated in a signed SOW. RGX Systems does not warrant that AI-generated outputs will be error-free or suitable for any particular purpose without human review, and does not guarantee any particular cost savings, time savings, or business outcome from following its recommendations.
Neither party shall be liable for delay or failure in performance resulting from causes beyond its reasonable control, including acts of God, war, government action, internet or telecommunications outages, or pandemics. The affected party shall provide prompt notice and use reasonable efforts to resume performance. If a force majeure event continues for more than 60 days, either party may terminate the engagement without further liability.
Either party may terminate an engagement as described in the applicable SOW, or, absent a specific term, on 30 days’ written notice to support@rgxsystems.com. You remain responsible for fees earned for work performed through the termination date. Upon termination, RGX Systems will assist in disconnecting any access it was granted to your systems.
You may not assign your rights or obligations under these Terms without RGX Systems’ prior written consent, not to be unreasonably withheld. RGX Systems may assign these Terms in connection with a merger, acquisition, or sale of substantially all its assets, with 30 days’ written notice.
These Terms are governed by the laws of the State of Delaware, without regard to conflict of law principles.
Except as provided below, any dispute arising out of these Terms or an engagement shall be resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, before a single arbitrator in Wilmington, Delaware (or remotely by mutual agreement). Each party bears its own costs unless the arbitrator finds a claim frivolous.
Either party may seek emergency injunctive relief from a Delaware court without waiving the right to arbitrate the underlying dispute. Claims of intellectual property infringement or breach of confidentiality may, at RGX Systems’ election, be brought directly in Delaware state or federal courts.
All disputes must be brought in the parties’ individual capacities. You waive any right to bring or participate in a class action against RGX Systems.
If any provision of these Terms is held invalid or unenforceable, it shall be modified to the minimum extent necessary to be enforceable, or severed, with the remaining provisions continuing in effect.
These Terms, together with the Privacy Policy and any signed proposal or SOW, constitute the entire agreement between you and RGX Systems for the Service and supersede prior understandings on the same subject. In the event of a conflict, the signed SOW controls.
RGX Systems may update these Terms from time to time. We will notify active clients of material changes via email at least 30 days before they take effect.
Legal: legal@rgxsystems.com
Support: support@rgxsystems.com
Website: rgxsystems.com