Axelleron

Terms of Services

Terms of Services
Axelleron Terms of Services
Last Updated 1/15/2021

Axelleron is a cloud-based project and content management platform. Our products make it easier for people to share ideas, collaborate and help get work done.  Since our products are cloud based, you can access them through the web and through any number of device types (e.g., desktop, laptop, tablets, and smartphone devices) that you choose.

This document, the Axelleron Terms of Services (“Terms”), outlines the terms regarding your use of our products.  These Terms are a legally binding contract between you and Axelleron so please read carefully.  If you do not agree with these Terms, do not register or use any of the Services.

By using, accessing or browsing the Axelleron Service, platform and products including applications, mobile, software, websites or other properties owned or operated by Axelleron or by registering for Axelleron account (“Services”) you are agreeing to be bound by these Terms for the Services provided by Axelleron (“Axelleron” or “we”).  You are entering into this contract with Axelleron, Inc.
If you are using the Services on behalf of an organization, you are agreeing to these Terms for that organization and promising to Axelleron that you have the authority to bind that organization to these Terms (in which event, "you" and "your" will refer to that organization) unless that organization has a separate paid contract in effect with us, in which event the terms of that contract will govern your use of the Services.

PRIVACY
In order to operate and provide the Services, we collect certain information about you. We use and protect that information as described in our Privacy Policy .  You acknowledge your use of the Services is subject to our Privacy Policy and understand that it identifies how Axelleron collects, stores, and uses certain information.

CHANGES TO THESE TERMS
We reserve the right to modify these Terms. We will post the most current version of these Terms at www.Axelleron.com (the “Site”).  If we make material changes to these Terms, we will notify you via the Services and/or by email to the address associated with your account.  If you do not accept the changes, you must stop using and cancel your account by emailing cancel@axelleron.com  Your continued use of our Services after we publish or send a notice about our changes to these Terms means that you are consenting to the updated terms.

YOUR ACCOUNT
Certain aspects of the Services may require you to obtain an account by completing a registration form and designating a user ID and password.  When registering with Axelleron you must: (a) provide true, current and complete information about yourself on the registration form and (b) maintain such information so it continues to be true, current and complete.
You are entirely responsible for all materials and information that you upload, post or otherwise transmit via the Services (please also see our Acceptable Use Policy in Section 10).  Only you may use your Axelleron account and you are responsible for your account.  If you become aware of any unauthorized use of the Services or your account, or have any questions about your account please contact Axelleron Support

EMAIL SELECTED FOR YOUR ACCOUNT
Typically organizations establish a direct relationship with us and will add your email account to such relationship. If you choose to change the email address associated with your account, your account will be remain to be controlled by the organization. If an organization provided you with your account (e.g., an employer or school), you understand that this organization has rights to your account and may: (a) manage your account (including suspending or canceling); (b) reset your password; (c) view your usage and profile data, including how and when your account is used; and (d) manage the Content in your account.

CONSENT TO ELECTRONIC COMMUNICATIONS AND SOLICITATION
By registering with Axelleron or signing up for Services, you understand that we may send you (including via email) information regarding the Services, such as: (a) notices about your use of the Services, including notices of violations of use; (b) updates to the Services and new features
Notices emailed to you will be considered given and received when the email is sent.  If you don't consent to receive notices (other than promotional materials) electronically, you must stop using the Services.

CONTENT
We call all the electronic documents that you upload and store on your account “Content”.  All Content uploaded by you into your account is yours!  We don't control, verify, or endorse the Content that you or others put on the Services.  You are responsible for: (a) all Content you place in your Axelleron account(s) and share through the Services and (b) making sure that you have all the rights you need to the Content.  In addition, by storing, using or transmitting Content you cannot and will not violate any law or these Terms.
You agree to provide Axelleron (as well as agents or service providers acting on Axelleron’s behalf to provide the Services) the right to transmit, process, use and disclose Content and other information which we may obtain as part of your use of the Services but only: (i) as necessary for us to provide the Services, (ii) as otherwise permitted by these Terms, (iii) as otherwise required by law, regulation or order, or (iv) to respond to an emergency.

CONFIDENTIAL INFORMATION
During your use of the Services, Axelleron may share with you information that is confidential, sensitive or should be kept secret. For example, if we tell you about our product roadmaps, product designs and architecture, technology and technical information, provide you with security audit reviews, business and marketing plans, or share with you our business processes, these should always be considered confidential to Axelleron.  Similarly, we agree that your Content, banking information and information contained in your account is confidential to you.
Also, if either of us provide any documents to the other that are labeled “confidential” (or something similar), or provide information (either in writing or verbal) that is of a type that a reasonable person should understand to be confidential such information is to be treated as confidential information.
However, if you tell us information that:  (a) we already know at the time you tell us; (b) was told to us by a third party who had the right to tell us; (c) is generally available to the public; or (d) was independently developed by us without using any of your confidential information, then that information will not be considered confidential.  The same goes for information that we tell you that falls into any of these categories.
Lastly, we both agree that: (i) we will treat each other’s information with the same degree of care that we treat our own confidential information; (ii) will use each other’s confidential information only in connection with these Terms and the Services; (iii) only share the information with others who have a need to know and who have agreed in writing to treat it as confidential (as we’ve outlined in this section); and (iv) not share the information with any third party except as allowed in these Terms or through the Services.  Of course, confidential information will always remain the property of its owner.

CONTENT STORAGE
By using and accessing the Services, you understand and agree to the storage of Content and any other personal information in the United States.  However, you understand that you (or other people that you collaborate with) can access the Services (including Content) from outside of the United States (subject to applicable law) and that nothing prohibits the processing of other information outside of the United States.  Axelleron managed content through Box™ and DropBox™ and all storage and/or processing of Content are subject to Box™ and DropBox™ content storage policies

ACCEPTABLE USE POLICY
You agree you will not, nor will you encourage others or assists others, harm the Services or use the Services to harm others.  For example, you must not use the Services to harm, threaten, or harass another person, organization or Axelleron and/or to build a similar service or website.  You must not:  (a) damage, disable, overburden, or impair the Service (or any network connected to the Services); (b) resell or redistribute the Services or any part of it; (c) use any unauthorized means to modify, reroute, or gain access to the Services or attempt to carry out these activities; (d) use any automated process or service (such as a bot, a spider, or periodic caching of information stored by Axelleron) to access or use the Services; (e) use the Services beyond the features allocation and amounts provided in that Service or in violation of our fair use policy; (f) use the Services to violate any law of distribute malware or malicious Content; or (g) distribute, post, share information or Content you don’t have the right to or is illegal.
As part of our efforts to protect the Service, protect our customers, or to stop you from breaching these Terms we retain the right to block or otherwise prevent delivery of any type of file, email or other communication to or from the Services. We also reserve the right to deactivate, change and/or require you to change your Axelleron user ID and any custom or vanity URLs, custom links, or vanity domains you may obtain through the Services.

SUSPENSION AND TERMINATION OF THE SERVICE
We reserve the right to suspend or terminate your access to the Service at any time in our sole discretion. You understand that if your account is suspended or terminated, you may no longer have access to the Content that is stored with the Services. Upon termination you may request access to your Content, which we will make available, except in cases where we have terminated your account due to your violation of these Terms or the Acceptable Use Policy terms. You must make such request within 14 days following termination otherwise, any Content you have stored with the Services may not be retrievable and we will have no obligation to maintain Content stored in your account after this 14-day period.

UPDATES TO THE SERVICE
We can make necessary deployments of changes, updates or enhancements to the Services at any time. We may also add or remove functionalities or features, or we may suspend or stop the Services altogether.

THIRD PARTY SERVICES
Axelleron may make available to you optional third-party applications, services or products, for use in connection with the Services (“Third-Party Products”). These Third-Party Products are not necessary for the use of the Services and your use (and any exchange of any information, license, payments etc., are between you and the third party provider) is solely between you and the applicable third party provider. Axelleron makes no warranties of any kind and assumes no liability of any kind for your use of such Third-Party Products.
If you have any questions or concerns regarding the Third-Party Products, then please contact the applicable third party provider.

Axelleron PROPRIETARY RIGHTS
All contents of the Site and Services including but not limited to logo, design, text, software, technical drawings, configurations, graphics, other files, and their selection and arrangement and Axelleron Confidential Information belong to Axelleron, and/or its suppliers, affiliates, or licensors.
Axelleron or its licensors own and reserve all right, title and interest in and to the Services and all hardware, software and other items used to provide the Services, other than the rights we expressly grant to you to use the Services and Axelleron Confidential Information. No title to or ownership of any proprietary rights related to the Services or Axelleron Confidential Information is transferred to you pursuant to these Terms.
If you provide comments, suggestions and recommendations to Axelleron about a Service (e.g., modifications, enhancements, improvements) (collectively, "Feedback"), you are automatically assigning this Feedback to Axelleron.

NO WARRANTY OR CONDITIONS
TO THE EXTENT NOT PROHIBITED BY LAW, Axelleron AND ITS AFFILIATES (AND ASSOCIATED SERVICE PROVIDERS) (A) PROVIDE THE SERVICES "AS IS", "WITH ALL FAULTS" AND "AS AVAILABLE", (B) MAKE NO REPRESENTATIONS OR WARRANTIES OR CONDITIONS WHETHER EXPRESS OR IMPLIED (E.G. WARRANTY OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT), AND (C) DO NOT GUARANTEE THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE OR FREE OF HARMFUL COMPONENTS, THAT THE CONTENT WILL BE SECURE OR NOT OTHERWISE LOST OR DAMAGED.
IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE SERVICE OR WITH THESE TERMS OF SERVICES, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USE OF THE SERVICES.

INDEMNIFICATION
To the extent not prohibited by law, you will defend Axelleron against any cost, loss, damage, or other liability arising from any third party demand or claim that any Content or information provided by you, or your use of the Services: (a) infringes a registered patent, trademark, or copyright of a third party, or misappropriates a trade secret (to the extent that such misappropriation is not the result of Axelleron's actions); or (b) violates applicable law or these Terms. Axelleron will reasonably notify you of any such claim or demand that is subject to your indemnification obligation.

LIMITATION OF LIABILITY
TO THE EXTENT NOT PROHIBITED BY LAW, IN NO EVENT WILL Axelleron, ITS AFFILIATES, RESELLERS, OFFICERS, EMPLOYEES, AGENTS, SUPPLIERS OR LICENSORS BE LIABLE FOR: ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, COVER OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS, REVENUE, GOODWILL, USE OR CONTENT) HOWEVER CAUSED, UNDER ANY THEORY OF LIABILITY, INCLUDING, WITHOUT LIMITATION, CONTRACT, TORT, WARRANTY, NEGLIGENCE OR OTHERWISE, EVEN IF Axelleron HAS BEEN ADVISED AS TO THE POSSIBILITY OF SUCH DAMAGES.
THE AGGREGATE LIABILITY OF Axelleron AND ITS AFFILIATES, OFFICERS, RESELLERS, EMPLOYEES, AGENTS, SUPPLIERS OR LICENSORS, RELATING TO THE SERVICES WILL BE LIMITED TO THE GREATER OF: (A) ONE AND A HALF (1.5) TIMES THE MOST RECENT MONTHLY OR YEARLY FEE THAT YOU PAID FOR THAT SERVICE; OR (B) ONE HUNDRED DOLLARS ($100 U.S.D.). THE LIMITATIONS AND EXCLUSIONS ALSO APPLY IF THIS REMEDY DOES NOT FULLY COMPENSATE YOU FOR ANY LOSSES OR FAILS OF ITS ESSENTIAL PURPOSE. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OF INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES. IN SUCH AN EVENT, THIS LIMITATION WILL NOT APPLY TO YOU TO THE EXTENT PROHIBITED BY LAW.

DISPUTE RESOLUTION AND GOVERNING LAW
You must comply with all domestic and international export laws and regulations that apply to your use of the Services, such as software. These laws include restrictions on destinations, end users, and end use. You agree that the Terms, and your relationship with Axelleron will be governed by the laws of the State of Delaware, U.S.A. regardless of conflict of laws principles. We both agree that the United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act does not apply to these Terms. We both agree that all of these claims can only be litigated in the federal or state courts in Delaware, USA and we each agree to personal jurisdiction in those courts. However, you agree that Axelleron can apply for injunctive remedies in any jurisdiction.

FEES
If you choose to subscribe to a paid Service, you agree to pay the fees ("Fees") as quoted to you when you purchase that Service. We may calculate taxes payable by you based on the billing information that you provide us at the time of purchase. You are responsible for all charges related to using the purchased Service (for example, data charges and currency exchange settlements). You will pay the Fees in the currency Axelleron quoted at the time of purchase. Axelleron reserves the right to change the eligible currencies at any time.
Axelleron reserves the right to change its prices at any time, however, if we have offered a specific duration and Fee for your use of the Service, we agree that the Fee will remain in force for that duration. After the offer period ends, your use of the Service will be charged at the then-current Fee(s). If you don't agree to these changes, you must stop using the Service and cancel via email to cancel@axelleron.com (with cancellation confirmation from a Axelleron representative). If you cancel, your Service ends at the end of your current Service period or payment period, and no refunds for previously paid services will be issued.
If you do not cancel in accordance with these Terms, the subscription for the Service will automatically renew at the then-current price and for the same subscription period.

BILLING/PAYMENT
If you select a paid Service, you must provide us with current, complete, accurate and authorized payment method information (e.g. Purchase Order). You authorize us to charge your provided payment method for the Services you have selected and for any paid feature(s) that you choose. We may bill: (a) in advance; (b) at the time of purchase; (c) shortly after purchase. To the extent Axelleron has not received your payment, in order to bring your account up to date, we may bill you simultaneously for both past due and current amounts. If you do not cancel your account, we may automatically renew your Service(s) and charge you for any renewal term. You understand that failure to pay any charges or fees may result in the suspension or cancellation of your Services.

SUBSCRIPTION PERIOD
An annual subscription plan (“Annual Subscription Plan”). The subscription period for the Annual Subscription Plan will be for one year and will automatically renew each year on the anniversary unless you cancel at least Two business weeks prior to your renewal date. You will be billed annually on or about the same day each year until such time that you cancel. Note that under the Annual Subscription Plan you will not be permitted to cancel, reduce the number of seats, or downgrade the Axelleron Service you have selected until the anniversary date. Be aware that you are committing to a one-year plan

Axelleron SUBSCRIPTION SPECIFIC TERMS
If you are purchasing a Axelleron subscription plan, the following additional terms apply to you: You: (a) are required to have a Axelleron account for each user, (b) are responsible for setting your configurations of the Axelleron Service, and (C) are responsible for managing any of your devices and/or any systems that you use to access the Axelleron Service.

Axelleron PLATFORM PRODUCTS SPECIFIC TERMS
If you are purchasing any of the Platform products, the following additional terms apply to you:

PLATFORM PRODUCT SPECIFIC DEFINITIONS:
“API” is the application-programming interface used by you to access functionality provided by Axelleron. “Content” includes Content already available in the platform and uploaded by Platform Application Users and Platform Service Accounts. “Monthly Active User” or “MAU” is a Platform Application User that uses the Service via an API call (made by or on the behalf of the Platform Application User account) at least once in a monthly calendar period. “Monthly Platform Bandwidth” is the Platform Bandwidth consumed on a monthly calendar basis by or on behalf of: (a) a Platform Application User; (b) a User; or (c) a Platform Service Account. Unless specified in an order, excluded from Monthly Platform Bandwidth is Platform Bandwidth consumed by: (i) third party software application integrations that are permitted with your use of the Service; (ii) Axelleron provided applications; and (iii) Axelleron provided services, if applicable. “Platform Application” is an application used by or on behalf of you that uses the API for the purposes of access to the Service. “Platform Application User” is a user with a unique identifier that is created and provisioned by you and such user’s access to Content in the Service is governed through the Platform Application. “Platform Bandwidth” is the flow of data to or from the Service as a result of the Platform Application, measured in gigabytes (GB). “User(s)” is any person who is permitted by you to access, store, retrieve or manage Content in any account.
If you exceed the Platform User Limits, additional fees will be due and/or reasonable restrictions may be placed on your account until any such excess usage is adequately eliminated by you. You may not co-brand any Platform Products or use any Axelleron trademarks, logos, or other Axelleron marks to promote and market the Platform Products without Axelleron’s prior written consent.
You will not, and will make sure that the Platform Application does not and you will not permit use of the Platform Application: (a) to violate these Terms; (b) to perform hidden activities without Platform Application User consent (such as downloading components or other software); (c) that may alter a Platform Application User’s system without permission from the Platform Application User; (d) impersonate, or misrepresent an affiliation with, any person or entity; (e) use in any manner not authorized by a Platform Application User; except as otherwise authorized by a Platform Application User with respect to such Platform Application User’s Content; (f) mine or analyze any Content transmitted to, retrieved from or stored in the Platform Products/the Service (including, but not limited to, through spiders, robots, crawlers, data mining tools, scrapers, or other automated means, or services employing any such means); (g) circumvent any security measures or content filtering devices; (h) use or affect the Platform Products in any manner that could damage, disable, overburden or impair the Platform Products (including, but not limited to, flooding the Platform Products with an excessive amount of data or content); or (i) permit use in connection with any purposes or intended application which involves risks or dangers that could lead to death, serious bodily injury, severe physical or property damage, or use for purposes that otherwise require significant safety precautions

TRAINING OR CONSULTING SERVICES
Consulting Services. In the event you order any professional, educational, operational or technical services (collectively, “Consulting Services), the nature, details and duration of the Consulting Services will further described in the datasheet or statement of work which is referenced.
Axelleron Framework. Axelleron will own and retains all rights, title and interest in and to the any training materials or other tangible materials provided to you as part of the Consulting Services (each, a “Deliverable”) (excluding any of your Confidential Information), and related intellectual property rights. Subject to these Terms, Axelleron grants you a royalty free, limited, non-exclusive, non-transferable and terminable license to use the Deliverables solely for your authorized use of the Axelleron Service during your subscription term. Nothing herein shall be construed to assign or transfer any intellectual property rights in the proprietary tools, libraries, know-how, techniques and expertise used by Axelleron to develop the Deliverables and to the extent such Axelleron Tools are delivered with or as part of the Deliverables, they are licensed, not assigned, to you on the same terms as the Deliverables.
Consulting Services Warranty. In regard to Consulting Services only, Axelleron warrants that: (a) it and each of its employees, consultants and subcontractors, if any, have the necessary knowledge, skills, experience, qualifications, and resources to provide and perform the Consulting Services in accordance with the applicable datasheet or statement of work; and (b) the Consulting Services will be performed in a professional and workmanlike manner in accordance with industry standards and in accordance with the scope of services outlined in the applicable datasheet or statement of work. You acknowledge that Axelleron’s ability to successfully perform the Consulting Services is dependent upon your provision of timely information, access to resources, and participation as outlined in the applicable Consulting Services.

GENERAL TERMS
Severability; Entire Agreement. These Terms apply to the maximum extent permitted by relevant law. If a court holds that we cannot enforce a part of these Terms as written, you and we will replace those terms with similar terms to the extent enforceable under the relevant law, but the rest of these Terms will remain in effect. This is the entire contract between you and us regarding the Service. It supersedes any prior contract or oral or written statements regarding your use of the Services. Assignment and transfer. We may assign, transfer, or otherwise dispose our rights and obligations under this contract, in whole or in part, at any time without notice. You may not assign this contract or transfer any rights to use the Service, unless we allow you to do so in writing.
Independent Contractors; No third-party beneficiaries. Axelleron and you are not legal partners or agents; instead, our relationship is that of independent contractors. This contract is solely for your and our benefit. It is not for the benefit of any other person, except for permitted successors.
Waiver. The failure of either of us to insist upon or enforce strict performance of any of the provisions of these Terms or to exercise any rights or remedies under these Terms will not be construed as a waiver or relinquishment to any extent of such right to assert or rely upon any such provision, right or remedy in that or any other instance; rather, the same will remain in full force and effect.
Government Terms. If Customer is a U.S. government entity or if this Agreement otherwise becomes subject to the Federal Acquisition Regulations (FAR), Customer acknowledges that elements of the Axelleron Service constitute software and documentation and are provided as “Commercial Items” as defined at 48 C.F.R. 2.101, and are being licensed to U.S. government User as commercial computer software subject to the restricted rights described in 48 C.F.R. 2.101 and 12.212.