Terms and conditions

Agreement

These Terms and Conditions, including any attached exhibits, and the order to which these Terms and Conditions are attached (“Order”) are made part of the Master Services Agreement (collectively, this “Agreement”) between Axle Tech, Inc. (“Axle”) and the customer identified in the Order (“Customer”). Axle and Customer may each be referred to herein as a “Party” and collectively as the “Parties.” The Parties enter into this Agreement as of the effective date set forth in the Order (the “Effective Date”).

01Definitions

“Authorized User” means an employee or contractor of Customer who is authorized by Customer to access and use the Service on behalf of and solely for the benefit of Customer.

“Customer Data” means all data and content submitted, transmitted, or uploaded by Customer and its Authorized Users into the Service.

"Documentation” means the documentation, specifications, and policies, as may be updated from time to time, that describe the functionality, features, operation, or use of the Service and that are made available by Axle to Customer.

"Output” means all data and content generated by one or more Third-Party Services and made available via the Service in response to prompts or other input submitted by Customer or Authorized Users.

“Professional Services” means any professional services related to Customer’s use of the Service, such as configuration, implementation, or training services, provided by Axle to Customer as expressly identified in the Order.

“Service” means Axle’s software-as-a-service platform known as Axle (excluding Customer Data). References to the “Service” in this Agreement include the Documentation.

“Third-Party Services” means any third-party provided applications, software, products, or services which Axle embeds in, incorporates into, or otherwise leverages in connection with its provision of, the Service.

“Third-Party Service Provider” means the applicable third-party provider of a Third-Party Service.

“Coordinator Users” are users with the ability to create and configure events.

“Non-Coordinator Users” are users who cannot create or configure events and can only view released events.

02Axle responsibilities

2.1 Provision of the Service

Subject to the terms and conditions of this Agreement and during the Term, Axle will: (a) make the Service available to Customer for use by Authorized Users solely for the internal business operations of Customer; (b) provide Customer with Axle’s standard support services and Documentation to assist Customer in its use of the Service; (c) if purchased by Customer in a Order, provide to Customer the Professional Services described in such Order; and (d) use commercially reasonable efforts to make the Service available twenty-four (24) hours a day, seven (7) days a week, except for planned downtime of which, to the extent exceeding fifteen (15) continuous minutes, Axle gives at least forty-eight (48) hours’ advance notice to Customer via the Service.

2.2 Updates and Upgrades

The terms of this Agreement will also apply to updates and upgrades of the Service subsequently provided by Axle to Customer. Axle may update the functionality, user interfaces, usability, and Documentation from time to time in its sole discretion as part of its ongoing mission to improve the Service.

2.3 Protection of Customer Data

Axle will maintain commercially reasonable administrative, physical, and technical safeguards designed to prevent unauthorized access to or use of Customer Data. The processing of Customer Data is further governed by the Data Processing Agreement available at https://axleaccess.com or as separately executed by the Parties, which is incorporated herein by reference.

2.4 Compliance with Laws

Axle will comply with all laws applicable to Axle’s provisioning of the Service to its customers generally (i.e., without regard to the specific nature of the Customer Data or Customer’s particular use of the Service).

03Access to and use of the Service

3.1 Account Creation and Subscriptions

Customer may create accounts for Authorized Users, up to the number set forth on the Order. Customer must identify a primary Authorized User who will be responsible for Customer’s master administrator account and for creating Authorized User accounts. Authorized User accounts cannot be shared or used by more than one Authorized User. Customer is responsible for maintaining the confidentiality of its logins, passwords, and accounts and for all activities that occur under Authorized User accounts. If any Authorized User is no longer an employee or contractor of Customer, then Customer will promptly delete such Authorized User account and otherwise terminate such Authorized User’s access to the Service.

3.2 Customer Responsibilities

Customer will: (a) obtain any licenses, permissions and consents required for Authorized Users to access and use the Customer Data in connection with the Service; (b) be responsible for Authorized Users’ compliance with this Agreement; (c) be responsible for the accuracy, completeness, appropriateness, and legality of Customer Data; (d) use commercially reasonable efforts to prevent unauthorized access to or use of the Service, and promptly notify Axle of any such unauthorized access or use; and (e) use the Service only in accordance and compliance with all applicable laws and government regulations.

3.3 Usage Restrictions

Customer may not, and shall ensure that Authorized Users do not, directly or indirectly: (a) make the Service or Output available to, or use the Service for the benefit of, anyone other than Customer and the Authorized Users; (b) upload, post, transmit, or otherwise make available to the Service any content that (i) is unlawful or tortious, or (ii) infringes, misappropriates, or otherwise violates any intellectual property, privacy, publicity, or other proprietary rights of any person; (c) sublicense, rent, resell, time share, or similarly exploit the Service or Output; (d) upload, post, transmit, or otherwise make available any content or information designed to interrupt, interfere with, destroy or limit the functionality of any computer software or hardware or telecommunications equipment; (e) reverse engineer, modify, adapt, or hack the Service, or otherwise attempt to gain unauthorized access to the Service or its related systems or networks; (f) copy or modify the Services or any Documentation, or create any derivative works from either of the foregoing; or (g) access the Service to build a competitive product or service.

3.4 Customer Enabled Third-Party Provided Products, Services, and Data

If Customer elects to enable or use any third-party provided products, services, or data for use with the Service: (a) any use by Customer or its Authorized Users of such products, services, or data is solely the responsibility of Customer and is subject to the agreements and terms with the applicable providers thereof; (b) Axle does not guarantee, warrant, or offer support for any such products, services, or data; (c) Customer acknowledges that the providers of those products, services, or data may have access to Customer Data in connection with the interoperation of such products, services, or data with the Service, and Axle will not be responsible for any use, disclosure, modification or deletion of such Customer Data.

3.5 Third-Party Services

The Service may include certain features, including transcription services, that leverage Third-Party Services that utilize artificial intelligence technology (“AI Features”). Customer acknowledges and agrees that Customer Data will be transmitted to such Third-Party Services and that, as between the parties, Customer is solely responsible for its and its Authorized Users’ use of all AI Features. Customer accepts that, as AI Features utilize artificial intelligence technology, such features may provide Output that is inaccurate or inappropriate as a response to the input provided. Customer agrees, and shall cause its Authorized Users to agree, that Axle shall have no responsibility or liability arising from the provision of inaccurate or inappropriate Output or any decisions made in reliance on such Output, and that such decisions are made at its own risk. Customer acknowledges and agrees that the use of Third-Party Services, including the transmission of certain Customer Data to such Third-Party Services, is an integral and necessary part of Axle’s delivery of the Service. Customer agrees that Axle shall have no responsibility or liability arising from any use, storage, data breach, or deletion of such Customer Data by Third-Party Service Providers. Axle cannot guarantee the continued availability of Third-Party Services and may temporarily or permanently cease providing, without entitling Customer to refund, credit, or compensation, any particular Third-Party Services if the applicable Third-Party Service Provider suspends, modifies, or alters such Third-Party Services.

04Fees

4.1 Fees, Invoicing, and Payment

Customer will pay all fees specified in the Order. Payment obligations are non-cancelable and, except as expressly set forth herein, fees paid are non-refundable. All fees will be invoiced by Axle in accordance with the terms set forth in the Order. Full payment for invoices issued must be received within thirty (30) days from Customer’s receipt of the invoice. If any fees owed by Customer (excluding amounts disputed in reasonable and good faith) have not been paid by the applicable due date, Axle reserves the right to apply a finance charge of one and a half percent (1.5%) per month on any outstanding balance, or the maximum permitted by law, whichever is lower, and be reimbursed for all expenses of collection.

4.2 Taxes

The fees are exclusive of, and Customer will be solely responsible for, all applicable taxes in connection with this Agreement, including any sales, use, excise, value-added, goods and services, consumption, and other similar taxes or duties (but excluding taxes based on Axle’s net income). Should any payment for the services provided by Axle be subject to withholding tax by any taxing authority, Customer will reimburse Axle for such withholding tax.

05Proprietary rights

5.1 Axle Property

Subject to the limited rights expressly granted to Customer hereunder, Axle reserves and retains, and as between Axle and Customer, Axle exclusively owns, all rights, title, and interest in and to the Service and the Output, including, in each case, all modifications, derivative works, upgrades, and updates thereto, and all related intellectual property rights therein. No rights are granted by Axle hereunder other than as expressly set forth herein. If Customer or any Authorized User provides Axle any feedback or suggestions regarding the Service, then Customer grants Axle an unlimited, irrevocable, perpetual, sublicensable, royalty-free license to use any such feedback or suggestions for any purpose without any obligation or compensation to Customer or any Authorized User. Unless otherwise expressly set forth in the Order, Axle retains exclusive ownership of all work product created by Axle in connection with its performance of Professional Services.

5.2 Customer Data

As between Customer and Axle, Customer owns all rights, title, and interest in and to the Customer Data. Customer grants to Axle a worldwide, non-exclusive, royalty-free limited license during the Term to access, use, copy, store, distribute, transmit, modify, perform, display, and create derivative works of Customer Data only: (a) to provide, maintain, and update the Service and other Axle offerings; (b) to prevent or address service or technical problems; (c) as compelled by law; (d) as expressly permitted in writing by Customer; and (e) to provide necessary access to Third-Party Service Providers acting on Axle’s behalf, such as providers of AI Features, provided that such Customer Data shall not be used by Axle’s providers as training data for AI models. Subject to the limited licenses granted herein, Axle acquires no right, title or interest under this Agreement in or to any Customer Data.

5.3 Analyses

Customer acknowledges and agrees that Axle may, during and after the Term, (i) compile statistical and other information related to the performance, operation, and use of the Service, and (ii) collect, use, and analyze information derived from Customer Data in aggregated and de-identified form (collectively “Analyses”), to create statistical analyses, to improve and enhance the Service, and for research and development purposes in connection with the Service or any other Axle offerings. Axle retains all right, title, and interest, including all intellectual property rights, in and to Analyses.

06Confidentiality

6.1 Definition

“Confidential Information” means all confidential information disclosed by a party (“Disclosing Party”) to the other party (“Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including all copies thereof. Confidential Information of Axle includes the Service (including its software and content), the Output, and the work product created from Axle’s performance of any Professional Services, and Confidential Information of each Party includes the terms of this Agreement. However, Confidential Information will not include any information that: (a) is or becomes generally available to the public without breach of any obligation owed to the Disclosing Party; (b) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party; (c) is received from a third party without breach of any obligation owed to the Disclosing Party; or (d) was independently developed by the Receiving Party without use of or reliance on the Confidential Information of the Disclosing Party.

6.2 Protection

The Receiving Party will: (a) use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but in no event less than reasonable care); (b) not use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement; and (c) except as otherwise authorized by the Disclosing Party in writing, limit access to Confidential Information of the Disclosing Party to those of the Receiving Party’s employees, contractors, and agents who need such access for purposes consistent with this Agreement and who are subject to confidentiality obligations at least as restrictive as those herein. The Receiving Party will provide prompt written notice to the Disclosing Party of any unauthorized use or disclosure of the Disclosing Party’s Confidential Information. Upon request of the Disclosing Party during the Term, the Receiving Party will promptly return, or at the Disclosing Party’s option destroy, any or all Confidential Information of the Disclosing Party in the Receiving Party’s possession or under its control.

6.3 Compelled Disclosure

The Receiving Party may access or disclose Confidential Information of the Disclosing Party if it is compelled by law to do so, provided the Receiving Party gives the Disclosing Party prior notice of such compelled access or disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party’s expense, if the Disclosing Party wishes to contest the access or disclosure.

Sections 07 through 11 continue on the Terms and Conditions, Part 2 page.