Legal

TERMS OF
SERVICE

Last updated: May 20, 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 $30/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 VAR Portal; a rotated key invalidates the previous key immediately

Price Changes

We 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.

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 regulations governing your clients' data
• 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 services 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:

• Log compliance payloads from messaging channels (WhatsApp, SMS, email) through the /ingest endpoint
• Process inputs through the RGX processing pipeline via the /process endpoint
• Route processing passthrough to your own model stack using passthrough: true
• Query usage and billing data via the /usage endpoint

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

When you use the /process endpoint with processing enabled, inputs are forwarded to our third-party processing pipeline provider. You acknowledge that:

• Automated processing 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 processing outputs that you or your clients act upon
• Our processing pipeline provider operates under a data processing agreement that prohibits use of submitted data for model training

7. Data and Privacy

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.

8. Uptime and Support

We aim to maintain high availability but do 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

RGX Systems, 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 our Service without prior written permission from RGX Systems LLC.

10. Confidentiality

By using the Service, you agree to treat all 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 survives termination of your access. Violation may result in immediate termination and legal action.

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
• 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. Limitation of Liability

To the maximum extent permitted by law, RGX Systems shall not be liable for:

• Indirect, incidental, or consequential damages arising from use of the Service
• Loss of data, revenue, or business opportunities
• Actions taken by your end clients based on automated processing outputs
• API downtime or service interruptions outside our reasonable control

Our total liability to you shall not exceed the fees you paid in the 3 months preceding the claim.

13. Disclaimer of Warranties

The Service is provided "as is" and "as available." We make no warranties, express or implied, including warranties of merchantability, fitness for a particular purpose, or non-infringement. We do not warrant that the Service will be error-free or uninterrupted.

14. Termination

We may suspend or terminate your VAR node access if you:

• Breach these Terms
• Fail to pay infrastructure fees within 14 days of invoice
• Use the Service in a manner that creates legal risk or harms others
• Misrepresent your client MRR for billing purposes

You may terminate access at any time by contacting support@rgxsystems.com. Upon termination, your API key is revoked and your data is handled in accordance with our Privacy Policy.

15. Governing Law

These Terms are governed by the laws of the United States. Any disputes shall be resolved through binding arbitration or in the courts of competent jurisdiction.

16. Changes to These Terms

We may update these Terms from time to time. We will notify you of material changes via email with at least 14 days' notice. Continued use of the Service after changes constitutes acceptance.

17. Contact

For questions about these Terms, contact us at:

Email: legal@rgxsystems.com
Website: rgxsystems.com