Terms and Conditions
Welcome to axees.io, a platform operated by Axees, Inc. d/b/a Axees (“Axees,” Axees,” “we,” or “us”) that connects independent creators, Creators, and promoters (“Creators”) to individuals and businesses (“Brands”) (collectively “Users”) looking to advertise, market, or promote their product, service, or other material (“Project”).
1. Acceptance of Terms
These Terms of Use describe the terms and conditions (the “Terms” or “Agreement”) that apply to https://axees.io Web and mobile Web pages (collectively, “the Platform”). By accessing any part of the Platform, you are consenting to both the Terms contained here, as well as those contained in our Privacy Policy. These Terms are a contract between you (“you”or “User”) and Axees, without modification. In other words, if you do not agree to these Terms or our Privacy Policy, please do not use or access the Platform.
Axees reserves the right, in our sole discretion, to revise the Terms as necessary or appropriate. While we do our best to e-mail Users of updates to our policies as a courtesy, it is your responsibility to review the Terms to stay informed. This page will always reflect the most current version of our Terms.
2. The Platform
Through the Platform, Axees provides a tool that Brands and Creators can use to find, pay and track promotion or other advertising projects where Creators will promote a certain Project (“Labor”), as well as individuals, businesses, and other entities to provide donations to Creators (“Donations”). Axees is not in the business of providing any Project, Labor, or legal advice, and is not responsible for the quality and/or outcome of the Project or Labor provided by Creators. Axees does not control, and has no right to control, the Labor an Creator provides (including how the Creator provides such Labor), except as specifically noted herein.
Creators and Brands are not employees, joint venturers, partners, agents or spokespersons of Axees. Creators are compensated as independent contractors who set or confirm their own prices, provide their own equipment, and determine their own work schedule. By creating and maintaining an account on the Platform, Creators and Brands receive only the ability to use the Platform to access persons interested in receiving Labor and related tools, including but not limited to the ability to message those persons or schedule appointments, that facilitate the provision of Labor. Using the Platform does not guarantee that anyone will engage Creators for Labor.
As a service to Users, Axees may provide template legal contracts or agreements for use by Creators and Brands. Axees makes no warranty or representation as to the adequacy of such contract or agreement and Users are encouraged to seek legal advice prior to using or signing any contracts or agreements that may be provided through the Platform.
3. Users of the Platform
Users of our Services include Creators and Brands, which include a wide variety of individuals that promote services and products and Brands that are looking to be promoted and individuals and entities looking for such promotion assistance (“Clients”), (collectively, “Users”). By registering or using the Platform to offer, post, or provide Labor, Creators represent and warrant that they, and the employees, agents, contractors, and subcontractors who may perform work for them, are properly and fully qualified and experienced, and licensed, certified, and insured, as required by applicable laws or regulations to which they may be subject in the jurisdiction(s) in which they offer their Labor and in relation to the specific job they are performing. Creators otherwise agree to comply with all applicable laws, including the California Consumer Privacy Act, in their use of the Platform and any personal information obtained from the Platform.
Creators may use third party Social Media Account(s) to promote or provide Labor. Axees makes no representations or warranties as to the use of such third party Social Media Accounts, nor the protection of information for such third party Social Media Accounts.
“Social Media Account” means a registered account with a social media, social network or content sharing platform, including but not limited to Facebook, Twitter, Instagram, Snap, YouTube, TikTok and Pinterest.
The Platform may contain links to other websites ("Linked Sites"). Linked Sites are not under the control of Axees and Axees is not responsible for the contents of any Linked Site, including without limitation any link contained in a Linked Site, or any changes or updates to a Linked Site. Axees is providing these links to Users only as a convenience, and the inclusion of any link does not imply endorsement by axees.io of a Linked Site or any association with its operators.
Certain services made available via the Platform are delivered by third-party websites and organizations. By using any product, service or functionality originating from the https://axees.io domain, you hereby acknowledge and consent that Axees may share such information and data with a third party as is necessary for the third party to provide the requested product, service or functionality on behalf of Axees and/or Users.
4. Eligibility
Our Platform is only available to business entities and individuals at least 18 years of age, located within the United States, who can form legally binding contracts under applicable law. Please note that any one that accesses the Platform from outside of the United States may experience unexpected performance issues and Axees will in no way be responsible for such performance issues. All references to "you" or "your," as applicable, mean the person who accesses, uses, and/or participates in the Platform in any manner, and each of your heirs, assigns, and successors. If you use the Platform on behalf of an entity, you represent and warrant that you have the authority to bind that entity, your acceptance of the Terms will be deemed an acceptance by that entity, and "you" and "your" herein shall refer to that entity, its directors, officers, employees, and agents. Further, you must be the owner of the social media account(s) used in connection with the Platform and have the ability to verify the authenticity of these accounts.
5. Registration
The Service allows registered Creators to access certain information, and provides them opportunities to express interest in participating in marketing campaigns proposed by Brands.
To access and use the Services as a Creator, you must register an account as a Creator (“Creator Account”). We offer two ways to create an account – direct registration using an email address, or registration via a third party service.
Direct Registration: To create an Creator Account by using your email address, follow the prompts on the Site. You agree to provide accurate, current and complete information during registration and to update such information to keep it accurate, current and complete. You agree that you will safeguard your password and that you are solely responsible for any activities or actions under your Creator Account, whether or not you have authorized such activities or actions. You will immediately notify us of any unauthorized use of your Creator Account. You are solely responsible for your Content (defined below) and Creator Account.
Registration via Third Party Service: You may also create an Creator Account via certain third party social networking services or sites (including, but not limited to, Google) (each such account, a “Third Party Account” or “TPA”)) by following the prompts on the Site. You represent that you are entitled to disclose your TPA login information to us and to grant us access to your TPA (including, but not limited to, for use for the purposes described herein), without breach by you of any of the terms and conditions that govern your use of the applicable TPA and without obligating us to pay any fees or making us subject to any usage limitations imposed by such third party service providers.
Linking Third Party Accounts After Registration: Whichever way you first create a Creator Account, you may also thereafter link it to your TPAs, by either: (i) providing your TPA login information through the Services; or (ii) expressly authorizing us to access your TPA, as is permitted under the applicable terms and conditions of each Third Party Account. You represent that you are entitled to disclose your TPA login information to us and/or grant us access to your TPA (including, but not limited to, for use for the purposes described herein), without breach by you of any of the terms and conditions that govern your use of the applicable TPA and without obligating us to pay any fees or making us subject to any usage limitations imposed by such third party service providers.
You acknowledge and agree that you are solely responsible for your Creator Account and all Creator Account information. You represent and warrant that any Creator Account Content that you post, and any agreements you enter into with other Users (i) will not breach any agreements you have entered into with any third parties and (ii) will (a) comply with all applicable laws, tax requirements, licenses, rules and regulations that may apply to you and (b) not conflict with the rights of third parties.
6. Service Process; Fees; Payment
Registered Creators may use the Platform to offer and accept opportunities to participate in any Projects to which they are invited. Users posting Projects control which Creators are allowed to see and/or accept a proposal to participate in the Project.
Creators retained to participate in a marketing campaign may be compensated in a number of ways: by monetary payment; through receipt of goods or services; or a combination of both.Some marketing campaigns will ask Creator to register as affiliate marketers and will provide compensation based on actions taken by end users (such as shares, re-posts, or purchases of goods or services directly connected to a Creator’s Social Media Account posts). The compensation for each marketing campaign will be communicated in the marketing campaign description.
When two Users enter into an agreement with each other through the Services, we will share information with each User as necessary or requested, such as (i) the first and last name, Social Media Account handles, and contact information, (ii) links to the other User’s profile or other information expressly made available by that User, and (iii) details of the Users and campaign (including campaign requirements). Users may enter into agreements with each other through the Services by following the prompts to establish all agreed terms and mutual acceptance of those terms.
When an agreement between Users is confirmed through the Services, we will communicate with each User confirming such agreement and facilitating other requested communications. The message may be sent by in-application push message, posting to your account or Dashboard, email, and/or text message, and acceptance of these terms is your consent to receive these communications. Once Users agreement is confirmed through the Services, Creator will have the ability to submit Labor for approval by Brand. From the time of submission, Brand will have fourteen (14) days in which to approve the work or request revisions. If no approval or request for revisions are received within fourteen (14) days, then the payment will automatically release to Creator. If there are requested changes to the Labor, the process will start over with the Creator then resubmitting the Labor for approval.
In consideration of the Services, we receive a fee (the “Service Fee”) from Users posting marketing campaigns in exchange for providing the Services. We do not currently charge Creator any membership fee for use of the Platform, but reserve the right to do so in the future. An Creator may not receive payment for the Labor or Project by any other means; other than through the Platform.
The current Service Fee is as follows: ten percent (10%) for each transaction. Users that were linked on the Platform may no circumvent Axees in any way to avoid paying the Service Fee. Doing so is a breach of these Terms.
7. Escrow and Platform Wallet
Axees uses Stripe as Escrow services. Once a Brand agrees to a Labor from an Creator, Brand pays the cost of the Project into escrow, where it is held until the Brand has reviewed and accepted a submitted phase(s). Please see the Cancellation and Refund section below for what happens when a project is canceled before completion or if issues arise.
Prior to posting any Project, Brand shall be required to deposit the proposed amount of each Project into the Platform Wallet. The funds deposited by the Brand to the Platform Wallet, if still unused after a period of five (5) months, in the sole discretion of Axees, are subject to return to the payment method used to deposit the funds, unless there is a pending Project with milestones to be paid.
The payment method used to fund the wallet shall remain open for the duration of the time there are funds in the Platform Wallet. If the payment method is closed for any reason, funds must be withdrawn from the Platform Wallet by the User prior to closing.
Axees assumes no responsibility for the return of the funds to the same payment method. In the event a payment method is closed and User does not provide satifactory information regarding a new account, for the funds to be return, in the sole discretion of Axees, Axees may hold the funds until satisfactory information has been provided to validate and authenticate the payment method and owner.
8. Use of Communication Services
The Platform may contain bulletin board services, chat areas, news groups, forums, communities, personal web pages, calendars, and/or other message or communication facilities designed to enable you to communicate with the public at large or with a group (collectively, "Communication Services"). You agree to use the Communication Services only to post, send and receive messages and material that are proper, legal, and related to the particular Communication Service.
By way of example, and not as a limitation, you agree that when using a Communication Service, you will not: defame, abuse, harass, stalk, threaten or otherwise violate the legal rights (such as rights of privacy and publicity) of others; publish, post, upload, distribute or disseminate any inappropriate, profane, defamatory, infringing, obscene, indecent or unlawful topic, name, material or information; upload files that contain software or other material protected by intellectual property laws (or by rights of privacy or publicity) unless you own or control the rights thereto or have received all necessary consents; upload files that contain viruses, corrupted files, or any other similar software or programs that may damage the operation of another's computer; advertise or offer to sell or buy any goods or services for any business purpose, unless such Communication Service specifically allows such messages; conduct or forward surveys, contests, pyramid schemes or chain letters; download any file posted by another User of a Communication Service that you know, or reasonably should know, cannot be legally distributed in such manner; falsify or delete any author attributions, legal or other proper notices or proprietary designations or labels of the origin or source of software or other material contained in a file that is uploaded, restrict or inhibit any other User from using and enjoying the Communication Services; violate any code of conduct or other guidelines which may be applicable for any particular Communication Service; harvest or otherwise collect information about others, including e-mail addresses, without their consent; or violate any other applicable laws or regulations.
Axees has no obligation to monitor the Communication Services. However, Axees reserves the right to review materials posted to a Communication Service and to remove any materials in its sole discretion, as well as to terminate your access to any or all of the Communication Services at any time without notice for any reason whatsoever. If Users communicate outside of Axees, there will be no User protection.
Axees reserves the right at all times to disclose any information as necessary to satisfy any applicable law, regulation, legal process or governmental request, or to edit, refuse to post or to remove any information or materials, in whole or in part, in the sole discretion of Axees.
Always use caution when giving out any personally identifying information about yourself or any individuals in any Communication Service. For example, do not give any personally identifying about your children in a Communication Service. You can explain to a Service Professional that you want a swing set constructed without giving the names of the children you want the set constructed for. Axees does not control or endorse the content, messages or information found in any Communication Service and, therefore, Axees specifically disclaims any liability with regard to the Communication Services and any actions resulting from your participation in any Communication Service. Service Professionals are not authorized Axees spokespersons, and their views do not necessarily reflect those of Axees.
Materials uploaded to a Communication Service may be subject to posted limitations on usage, reproduction and/or dissemination. You are responsible for adhering to such limitations if you upload the materials.
9. Red Flag on Account
A Creator may have a red flag place on or around their profile on the Platform. A red flag indicates that the Creator has attempted or has circumvented the platform to engage in Labor with a Brand outside of the Platform that connected the Users.
A red flag may also be placed on a User account for any violation of these Terms. The red flag will warn other Users of the violations, which will be linked to the red flag and potentially impact a Creator’s ability to be hired.
User’s may have the red flag removed for compliance with these Terms, in the sole discretion of Axees, for a period to be determined by Axees.
10. Account Suspension
Creators will be subject to suspension and/or removal from the Platform, at the Platform’s discretion, if it is determined that the quality of Labor is egregiously and consistently below expectations or below the standard of the industry. Creators and Brand will also be subject to suspension and/or removal from the Platform if it is determined that fraudulent practices were or are being employed while the Project is in progress or an incident of theft is reported and verified.
10. Termination
We may, in our discretion and without liability to you, with or without cause, with or without prior notice, and at any time terminate these Terms or your access to the Platform. You may cancel your Creator Account at any time by contacting us or following the prompts on the Site. Please note that if your Creator Account is canceled, we do not have an obligation to delete or return to you any Labor or content you have posted to the Platform, including, but not limited to, any reviews or feedback.
11. Cancellation and Refund Policy
All Users may seek to cancel or terminate their use of the Platform at any time they desire to do so, subject to these Terms. Termination of membership also triggers cancellation of any outstanding Projects. Any owed fees or account balances will be due at that time and the User will be responsible for any such fees and be required to make prompt payment of such.
If a User has any outstanding Projects and seeks termination or their account, Axees will first commence up to a 30-day review of your account and any fees you may owe or be owed. After this 30-day review period, Axees will begin processing any refunds due, minus the cost of services already rendered or fees due.
IN GENERAL, IF A Creator CANCELS A PROJECT BEFORE COMPLETION, DUE TO NO FAULT OF THE BRAND, THE POLICY OF AXEES IS FOR CONSUMERS TO RECEIVE A REFUND OF ANY DEPOSITS LEFT IN ESCROW.
Cancellation of a project will automatically trigger: 1) up to a 30-day review of any possible breach in the agreement stipulated between the Users, and (2) an automatic notification of the cancellation to the Brand.
During this review period, Axees determines how to distribute any balances left in escrow. After completion of review, Axees will trigger payment of any balance left in escrow as appropriate. Axees cannot and will not resolve disputes regarding any funds already disbursed from escrow.
Within the specified time frame to review your cancellation with a Brand, you will receive a notification indicating an acknowledgment that the Project in question has been canceled and closed.
In general, if a Brand cancels a Project before completion, the policy of Axees is for Clients to receive a refund of any deposits left in escrow, after Axees has deducted its fees and any costs incurred by Creators, prior to the cancellation. In general, the Brand will owe payment to the Creator for any milestones for which activity is underway. Consequently, Brands should think carefully about canceling a project while a milestone is underway.
Client will be responsible for paying for all work and purchased materials up to the time of cancellation and Client will receive any such unused materials upon cancellation.
Axees is not responsible for any lost time to Users for a project that is cancelled.
12. Account Restoration
Axees permits previously terminated Users to restore their access, subject to the exception of those Users who Axees removed from the Platform for violation of these Terms, which shall not be subject to restoration of access.
If applicable, for Users that have paid premium membership fees, these fees shall be non-refundable even if the User is removed from the Platform prior to the expiration of the premium membership period.
13. Resolution Center
Users may submit disputes through the Resolution Center on the Axees Platform. Once a dispute is received, Axees will commence a 30-day review of your account and any fees you may owe or be owed. After this 30-day review period, Axees will begin processing any refunds due, minus the cost of services already rendered or fees due.
During the 30-day review period, it is the responsibility of the Brand and Creator to communicate any issues regarding performance to Axees. Axees will attempt to resolve any issues related to breach as a courtesy, but both Brands and Creators may choose to explore legal options available to them outside of these Terms to seek refunds. Users are aware that Users may pursue damages against them outside of Axees.
Users agree that in no event will Axees be liable or responsible for any funds disbursed to Creator or any funds refunded to Brand.
AXEES CANNOT AND WILL NOT RESOLVE DISPUTES REGARDING ANY FUNDS ALREADY DISBURSED FROM ESCROW AND WILL NOT BE LIABLE FOR ANY DETERMINATION MADE REGARDING DISBURSEMENT.
IN THE EVENT A OF A DISPUTE BETWEEN USERS, WHICH IS NOT SETTLED THROUGH AXEES, THE VENUE AND GOVERNING LAW WILL BE LOCATED WHERE THE CREATOR IS LOCATED.
14. Account Profiles
The Platform includes creation of a profile for Users that may become Creators, based on that Creator’s publicly available social network posts, followers and activity. Other Users will be able to see your profile and Users seeking to connect with Creators will be able to search your profile and will use the information to invite you to make a proposal on offered work or otherwise communicate with you. You understand and agree that the placement or ranking of your profile in search results may depend on a variety of factors, including, but not limited to, Brand or Creator Preferences, ratings and/or offered rates.
15. Use of Your Content; Responsibility for Your Content
When you, as an Creator, post Content on the Platform, or post Content on your Social Media Accounts pursuant to an agreement with another User, you represent and warrant as follows: content
(a) that you have the right, power, and authority to post that Content and grant the licenses specified below;
(b) that by posting or providing such Content you will not violate third-party rights of any kind, including, without limitation, any Intellectual Property Rights, rights of publicity, and privacy rights;
(c) you are the owner of all the copyright rights to your original Content and that we may exercise the rights to your Content granted under the Terms without any liability or obligation for any payment beyond the compensation agreed to between you and the User that commissioned your Content;
(d) As to any Content you created pursuant to an agreement with another User, you will immediately remove such Content from the Service or any Social Media Account on the request of Axees or the User that commissioned the Content;
(e) You are solely responsible for all and Content and all postings to your Social Media Accounts;
(f) all of your Social Media Account postings made under or based on an agreement with another User: (a) will be in compliance with all applicable laws, rules and guides (such as FTC Guides Concerning Sponsored Endorsements); (b) will have all necessary intellectual property and other rights for such use; (c) will not infringe the rights of any third party.
Axees assumes no responsibility for compliance with any agreements between Users, or duties owed by a User to a third party, or a User’s compliance with applicable laws, rules and regulations. We reserve the right, at any time and without prior notice, to remove or disable access to any Profile or Content on the Service for any reason, including Profiles or Content that we, in our sole discretion, consider to be objectionable for any reason, in violation of these Terms or any of our then-current policies and guidelines, or otherwise harmful to the Service. “Content” means text, graphics, images, music, software (excluding the Site), audio, video, information or other materials.
If you are selected to provide Content in support of a Project, you agree that the terms of your selection include granting the other User (i) the right, in its sole discretion, to require that any posting of your Content be removed, (ii) the right and opportunity to include one or more metadata files, pixels,tagging software, or other tracking technology as part of any Content you post, and (iii) the option, in its sole discretion, to require that your Content be reviewed and approved prior to posting.
16. No Endorsement
You understand and agree that Axees is not involved in the interactions between Users and does not refer or endorse or recommend particular Creators. You also understand and acknowledge that Axees does not edit, modify, filter, screen, monitor, endorse or guarantee User Content or the content of communications between Users. Brand has the final say in the approval of the Labor.
Users are responsible for investigating and verifying to the extent they deem necessary the identity and credentials of other Users contacted via the Services. By using the Services, you agree that any legal remedy or liability that you seek to obtain for actions or omissions of other Users or other third parties will be limited to a claim against the particular User(s) or other third party(ies) who caused you harm, and you agree not to attempt to impose liability on, or seek any legal remedy from, Axees with respect to such actions or omissions.
17. Licenses
(a) Axees License to You. Subject to your compliance with these Terms, we grant you a limited, non-exclusive, revocable, non-transferable license, to (i) access and utilize the Platform made available to you, and (ii) access and view any User Content to which you are permitted access. You have no right to sublicense the license rights granted in this section.You represent, warrant and agree that you will not use, copy, adapt, modify, prepare derivative works based upon, distribute, license, sell, transfer, publicly display, publicly perform, transmit, broadcast or otherwise exploit the Services or Collective Content, except as expressly permitted in these Terms. No licenses or rights are granted to you by implication or otherwise under any intellectual property rights owned or controlled by Axees or its licensors, except for the licenses and rights expressly granted in these Terms. “Collective Content” means User Content and Axees Content.
(b) Your License to Axees. By posting Content on or through the Platform as part of Services or Labor with another User, you hereby grant to Axees a worldwide, irrevocable, perpetual, non-exclusive, transferable, royalty-free license, with the right to create derivative works, sublicense, use, edit, view, copy, adapt, modify, distribute, license, sell, host, market, transfer, publicly display, publicly perform, transmit, stream, broadcast, access, and otherwise exploit such publicly available User Content on, through, or by means of the Services as currently exist or may be developed in the future only to: (i) market and promote the Platform, and (ii) for internal reports and reports to third parties. Axees does not claim any ownership rights in any such User Content and nothing in these Terms will be deemed to restrict any rights that you may have to use and exploit any such User Content.
(c) Your License to Marketing Campaign Users. By posting Content on your Social Media Accounts under an agreement with another User to support a marketing campaign, you hereby grant to that User such license and rights as you specifically accepted pursuant to the rights selected by each such marketing campaign User on the Axees Site. Nothing in these Terms will be deemed to restrict any rights that you may have to use and exploit any such Content; however, your rights to use or exploit Content may be restricted by the terms of your agreement with the User that retained you to create such Content.
(d) You will not modify, publish, transmit, reverse engineer, participate in the transfer or sale, create derivative works, or in any way exploit any of the content, in whole or in part, found on the Platform. Content on the Platform is not for resale. Your use of the Platform does not entitle you to make any unauthorized use of any protected content, and in particular you will not delete or alter any proprietary rights or attribution notices in any content. You will use the Platform solely as intended by Axees– to advertise your Labor or secure Projects or Labor -- and will make no other use of the content without the express written permission of Axees and and any other applicable copyright owner(s). You agree that you do not acquire any ownership rights in both the Platform and any content found on the Platform. We do not grant you any licenses, express or implied, to the intellectual property of Axees or our licensors except as expressly authorized by these Terms.
18. Confidentiality; Non-Disparagement
You understand and agree that the information contained within a Project, as well as other information you may receive from the User posting such Project, may contain confidential business, technical or financial information relating to that User’s business (hereinafter referred to as “Confidential Information”).You agree: (i) to take reasonable precautions to protect such Confidential Information from disclosure to third parties; and (ii) to only use such Confidential Information in the performance of the Services or satisfaction of any agreement you reach with the User posting the marketing campaign. Your obligations under the provision expire five (5) years following the disclosure of the Confidential Information to you, or when such Confidential Information (a) is or becomes generally available to the public, or (b) was in your possession or known to you prior to receipt, or (c) was rightfully disclosed to you without restriction by a third party, or (d) was independently developed by you without the use of any Confidential Information, or (e) is required to be disclosed by law.
19. International Users
The Platform is controlled, operated and administered by Axees from our offices within the United States of America (“USA”) and intended to reach an audience within the United States. If you access the Platform from a location outside of the USA, you are responsible for compliance with all applicable local laws. You agree that you will not use the Platform in any manner prohibited by any applicable laws, restrictions or regulations.
20. Indemnification
You agree to indemnify, defend and hold harmless Axees, its officers, directors, employees, agents and third parties, for any losses, costs, liabilities and expenses (including reasonable attorneys' fees) relating to or arising out: of your use of or inability to use the Platform; any Submissions made by you; or your violation of the Terms, any rights of a third party, or any applicable laws, rules or regulations. Axees reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with Axees in asserting any available defenses.
21. Liability disclaimer
THE INFORMATION, SOFTWARE, PRODUCTS, AND SERVICES INCLUDED IN OR AVAILABLE THROUGH THE PLATFORM MAY INCLUDE INACCURACIES OR TYPOGRAPHICAL ERRORS. CHANGES ARE PERIODICALLY ADDED TO THE INFORMATION HEREIN. AXEES AND/OR ITS SUPPLIERS MAY MAKE IMPROVEMENTS AND/OR CHANGES IN THE PLATFORM AT ANY TIME.
AXEES AND/OR ITS SUPPLIERS MAKE NO REPRESENTATIONS ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, AND ACCURACY OF THE INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS CONTAINED ON THE PLATFORM FOR ANY PURPOSE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ALL SUCH INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS ARE PROVIDED "AS IS" WITHOUT WARRANTY OR CONDITION OF ANY KIND. AXEES AND/OR ITS SUPPLIERS HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS WITH REGARD TO THIS INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS, INCLUDING ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL AXEES AND/OR ITS SUPPLIERS BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL DAMAGES OR ANY DAMAGES WHATSOEVER INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF USE, DATA OR PROFITS, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OR PERFORMANCE OF THE PLATFORM, WITH THE DELAY OR INABILITY TO USE THE PLATFORM OR RELATED SERVICES, THE PROVISION OF OR FAILURE TO PROVIDE SERVICES, OR FOR ANY INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS OBTAINED THROUGH THE PLATFORM, OR OTHERWISE ARISING OUT OF THE USE OF THE PLATFORM, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, EVEN IF AXEES OR ANY OF ITS SUPPLIERS HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. BECAUSE SOME STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE PLATFORM, OR WITH ANY OF THESE TERMS OF USE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE PLATFORM.
22. ARBITRATION
ANY AND ALL MATTERS OF DISPUTE BETWEEN THE PARTIES TO THESE TERMS, WHETHER ARISING FROM OR RELATED TO THE TERMS ITSELF OR ARISING FROM ALLEGED EXTRA-CONTRACTUAL FACTS PRIOR TO, DURING, OR SUBSEQUENT TO THE TERMS, INCLUDING, WITHOUT LIMITATION, FRAUD, MISREPRESENTATION, NEGLIGENCE, OR ANY OTHER ALLEGED TORT, SHALL BE DECIDED BY ARBITRATION PURSUANT TO THE COMMERCIAL ARBITRATION RULES OF THE AMERICAN ARBITRATION ASSOCIATION CURRENTLY IN EFFECT AND IN ACCORDANCE WITH TITLE 9 OF THE UNITED STATES CODE, UNLESS THE PARTIES EXPRESSLY AGREE OTHERWISE IN WRITING. NOTICE OF THE DEMAND FOR ARBITRATION MUST BE PROVIDED, IN WRITING, TO THE OTHER PARTY AND MUST BE MADE WITHIN THIRTY (30) DAYS AFTER THE DISPUTE HAS ARISEN, TIME IS OF THE ESSENCE. ALL STATUTES OF LIMITATION, WHICH WOULD OTHERWISE BE APPLICABLE IN A JUDICIAL ACTION BROUGHT BY A PARTY, WILL APPLY TO ANY ARBITRATION OR REFERENCE PROCEEDING HEREUNDER. THE ARBITRATION WILL BE DECIDED BY A PANEL OF THREE (3) ARBITRATORS SELECTED UNDER THE COMMERCIAL ARBITRATION RULES OF THE AMERICAN ARBITRATION ASSOCIATION. ARBITRATION WILL BE INITIATED AND CONDUCTED IN TAMPA, FLORIDA. SAID ARBITRATION WILL OCCUR WITHIN THIRTY (30) CONSECUTIVE DAYS AFTER THE PARTY DEMANDING ARBITRATION DELIVERS THE WRITTEN DEMAND ON THE OTHER PARTY, UNLESS THE PARTIES MUTUALLY AGREE OTHERWISE IN WRITING. THE LANGUAGE OF THE ARBITRATION SHALL BE ENGLISH. THE ARBITRATORS WILL BE BOUND TO ADJUDICATE ALL DISPUTES IN ACCORDANCE WITH THE LAWS OF THE STATE OF FLORIDA. THE AWARD RENDERED BY THE ARBITRATORS WILL BE IN WRITING WITH WRITTEN FINDINGS OF FACT AND SHALL BE FINAL AND BINDING ON ALL PARTIES, AND JUDGMENT MAY BE ENTERED UPON IT IN ACCORDANCE WITH APPLICABLE LAW IN ANY COURT HAVING JURISDICTION THEREOF. EXCEPT BY WRITTEN CONSENT OF THE PARTIES, NO ARBITRATION ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE PARTIES' DEALINGS MAY INCLUDE, BY CONSOLIDATION, JOINDER OR IN ANY OTHER MANNER, ANY PERSON OR ENTITY NOT A PARTY TO THE AGREEMENT UNDER WHICH SUCH ARBITRATION ARISES. THE ARBITRATION AGREEMENT HEREIN AMONG THE PARTIES WILL BE SPECIFICALLY ENFORCEABLE UNDER APPLICABLE LAW IN ANY COURT HAVING JURISDICTION THEREOF. NEITHER PARTY WILL APPEAL SUCH AWARD NOR SEEK REVIEW, MODIFICATION, OR VACATION OF SUCH AWARD IN ANY COURT OR REGULATORY AGENCY.
THE ARBITRATORS WILL AWARD TO THE PREVAILING PARTY, IF ANY, AS DETERMINED BY THE ARBITRATORS, ALL OF ITS COSTS AND FEES. "COSTS AND FEES" MEAN ALL REASONABLE PRE-AWARD EXPENSES OF THE ARBITRATION, INCLUDING THE ARBITRATORS' FEES, ADMINISTRATIVE FEES, TRAVEL EXPENSES, OUT-OF-POCKET EXPENSES (SUCH AS COPYING AND TELEPHONE), COURT COSTS, WITNESS FEES AND ATTORNEYS' FEES. THIS SECTION PROVIDES THE SOLE RECOURSE FOR THE SETTLEMENT OF ANY DISPUTES ARISING OUT OF, IN CONNECTION WITH, OR RELATED TO THIS AGREEMENT.
23. Jurisdiction
This Agreement shall be governed by and construed in accordance with the laws of the State of FLORIDA without reference to any principles of conflicts of laws, which might cause the application of the laws of another state. Any dispute shall be resolved in accordance with the above ARBITRATION section of this Agreement. Any action instituted by either party arising out of this Agreement shall be brought, tried and resolved in the state courts having jurisdiction in the State of Florida, located in HillsboroughCounty. Nothing in this Section shall be construed as waiving any of the mandatory and binding above arbitration provisions.
You agree that no joint venture, partnership, employment, or agency relationship exists between you and Axees as a result of these Terms or your use of the Platform.The performance of Axees under this Agreement is subject to existing laws and legal process, and nothing contained in this Agreement is intended to permit derogation of the right/legal obligation of Axees to comply with governmental, court and law enforcement requests. If any part of this Agreement is determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of the agreement shall continue in effect.
Unless otherwise specified herein, this agreement constitutes the entire Agreement between the User and Axees with respect to the Platform and it supersedes all prior or contemporaneous communications and proposals, whether electronic, oral or written, between the User and Axees with respect to the Platform. A printed version of this Agreement and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. It is the express wish to the parties that this agreement and all related documents be written in English.
24. Miscellaneous
The failure of Axees to enforce any right or provision of these Terms will not constitute a waiver of future enforcement of that right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of Axees. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise.
Disclaimer: The original, legally binding version of this document is written in English.If it is translated into other languages by non- native English-speakers or by software, there may be discrepancies between the English version and the translated version.If so, the English version supersedes the translated version.
25. Contact Us
Axees.io welcomes your questions or comments regarding these Terms. Please reach out to us at:
Axees, Inc.
or by e-mail at:
axees@axees.io
We will try our best to respond to every communication but cannot guarantee that we will be able to do so.