Terms of Service

1. Acceptance of Terms

By accessing or using the website at autonexisconsulting.com (the "Site") or engaging Autonexis Consulting, a division of Autonexis LLC ("Autonexis," "we," "us," or "our"), for any services, you ("Client" or "you") agree to be bound by these Terms of Service ("Terms"). If you are entering into these Terms on behalf of a company or other legal entity, you represent that you have the authority to bind that entity.

If you do not agree to these Terms, you must not use our Site or services. These Terms constitute a legally binding agreement between you and Autonexis.

2. Services

Autonexis Consulting provides cybersecurity consulting services to small and medium-sized businesses, including but not limited to:

• Vulnerability assessments and penetration testing
• Managed Security Services (MSSP), including Endpoint Detection & Response (EDR), Identity Threat Detection & Response (ITDR), Security Awareness Training (SAT), and SIEM & Log Management
• Incident response and forensic investigation
• Compliance advisory (HIPAA, PCI-DSS, SOC 2, and others)
• Security awareness training
• Security strategy and risk management consulting

The specific scope, deliverables, timelines, and pricing for any engagement will be defined in a separate Statement of Work ("SOW") or Services Agreement executed between Autonexis and the Client. In the event of a conflict between these Terms and a signed SOW or Services Agreement, the SOW or Services Agreement shall control.

3. Client Obligations

To enable Autonexis to deliver services effectively, the Client agrees to:

• Provide timely access to systems, environments, personnel, and documentation as reasonably required
• Designate an authorized point of contact to coordinate with Autonexis
• Ensure that Autonexis personnel have the necessary permissions and authorizations to perform the agreed-upon work, including written authorization for any penetration testing or intrusive scanning activities
• Promptly notify Autonexis of any changes to the environment that may affect service delivery
• Comply with all applicable laws and regulations, including those governing the data and systems Autonexis is engaged to assess or protect
• Use any information, reports, or recommendations provided by Autonexis solely for lawful purposes

4. Fees & Payment

Fees for services are as set out in your applicable SOW or Services Agreement, or as published on our website for subscription-based offerings. Unless otherwise agreed:

• Subscription fees are billed monthly in advance per user
• Project-based fees are invoiced as specified in the applicable SOW (typically 50% upfront, 50% on completion)
• Invoices are due within 30 days of the invoice date
• Late payments are subject to interest at the rate of 1.5% per month (or the maximum rate permitted by law, whichever is lower)
• Autonexis reserves the right to suspend services for accounts more than 30 days past due

All fees are in US dollars and are exclusive of applicable taxes, which are the Client's responsibility.

5. Intellectual Property

Our Property

All content on this Site — including text, graphics, logos, images, and software — is the property of Autonexis or its licensors and is protected by applicable intellectual property laws. You may not reproduce, distribute, or create derivative works from any Site content without our prior written consent.

Deliverables

Upon full payment of all applicable fees, Autonexis grants the Client a non-exclusive, non-transferable license to use deliverables produced specifically for the Client under an engagement (e.g., assessment reports, remediation plans). Autonexis retains ownership of all underlying methodologies, tools, templates, and pre-existing intellectual property used in creating those deliverables.

Feedback

If you provide suggestions or feedback about our services, you grant Autonexis a perpetual, irrevocable, royalty-free license to use that feedback without restriction or compensation to you.

6. Confidentiality

Each party acknowledges that, in connection with an engagement, it may receive confidential or proprietary information of the other party ("Confidential Information"). Each party agrees to:

• Hold the other party's Confidential Information in strict confidence
• Use the Confidential Information only for the purposes of the engagement
• Not disclose Confidential Information to any third party without the prior written consent of the disclosing party, except to employees or contractors who need to know such information and are bound by equivalent confidentiality obligations

These obligations do not apply to information that is or becomes publicly available through no fault of the receiving party, was already known to the receiving party, or is required to be disclosed by law or legal process (provided prompt written notice is given to the disclosing party where legally permissible).

Confidentiality obligations survive the termination of any engagement for a period of three (3) years.

7. Disclaimer of Warranties

THE SITE AND SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

Autonexis does not warrant that:

• Our services will detect or prevent all security threats, vulnerabilities, or incidents
• The Site will be uninterrupted, error-free, or free of viruses or harmful components
• The results of any assessment or penetration test will be complete or accurate in all respects

Cybersecurity services are advisory in nature. Autonexis does not guarantee that following our recommendations will prevent all security incidents.

8. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL AUTONEXIS, ITS OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, DATA, GOODWILL, OR BUSINESS INTERRUPTION, ARISING FROM OR RELATED TO THESE TERMS OR YOUR USE OF OUR SITE OR SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

In any event, Autonexis's total aggregate liability to you for any claim arising out of or relating to these Terms or our services shall not exceed the greater of: (a) the total fees paid by you to Autonexis in the twelve (12) months preceding the claim, or (b) one hundred US dollars ($100).

9. Indemnification

You agree to indemnify, defend, and hold harmless Autonexis and its officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, and expenses (including reasonable attorneys' fees) arising from:

• Your use of our Site or services in violation of these Terms
• Your violation of any applicable law or regulation
• Your infringement of any third-party rights
• Any misrepresentation made by you in connection with an engagement

10. Term & Termination

These Terms remain in effect while you use our Site or services. Either party may terminate a services engagement upon written notice as specified in the applicable SOW. In the absence of such specification:

• Subscription services may be cancelled by either party with 30 days' written notice
• Autonexis may suspend or terminate access immediately if you breach any material provision of these Terms and fail to cure such breach within 10 days of written notice
• Upon termination, all outstanding fees for services rendered become immediately due and payable

Sections 5, 6, 7, 8, 9, and 11 survive any termination of these Terms.

11. Governing Law

These Terms are governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania, without regard to its conflict of law principles. Any dispute arising out of or relating to these Terms shall be subject to the exclusive jurisdiction of the state and federal courts located in Pennsylvania, and you consent to personal jurisdiction in those courts.

12. Changes to Terms

We reserve the right to modify these Terms at any time. When we make material changes, we will update the "Last updated" date and, where appropriate, notify active clients by email. Your continued use of our Site or services after any changes take effect constitutes your acceptance of the revised Terms.

13. Contact Us

For questions about these Terms of Service, please contact us: