TERMS OF SERVICE
These TERMS OF SERVICE (“Terms of Service”) constitute a binding contract between you (“User” or “Customer” or “you”) and Axix Online Solutions, LLC, a limited liability corporation in Texas (“Company”), regarding the terms under which the Company will provide User with access to the Services for the Axix Academy.
BY CLICKING ON THE BUTTON MARKED “I ACCEPT”, USER SIGNIFIES ITS AGREEMENT TO ABIDE BY THESE TERMS OF SERVICE (“Acceptance”). User agrees that its assent, given electronically, will have the same legal effect as if it had been personally signed by User. To the extent permitted by law, these Terms of Service are intended to supersede any provisions of applicable law, which might otherwise limit their enforceability or effect, because they were entered into electronically. Please print a copy of these Terms of Service for future reference.
• “Effective Date” – refers to the date that the Company confirms User’s right to use the Website.
• “Public Website” – means that portion of the Website that is available for use by any person without the need to be a User.
• “Services” – means the Public Website, the online courses, and their entire contents, features and functionality (including but not limited to, all information, software, text, displays, images, video and audio, and the design, selection and arrangement thereof, and any documentation associated with Axix courses).
• “User” – refers to an individual/entity/organization/institution that has the right to access the Website as a registered user. A User must be at least 18 years of age or, as applicable, the age of majority in the country, state or other jurisdiction in which the User resides (and if a minor, have the permission of a parent or legal guardian to access the Subscription Website), and possess the legal right and ability to enter into binding contracts. Furthermore, a User may be an ‘Individual’ or ‘Organizational-User’ User as follows:
o ‘Individual User,’ refers to one individual only.
• “Authorized End Users”, refers to the Constituents of the Organizational User. Authorized End Users must register to use the services. Each Authorized End User must register using a unique identifier with a unique email address.
• “Master Administrator” means the administrator designated by the Organizational User who has purchases courses or content for an Authorized End User.
o User agrees on behalf of itself and its Authorized End Users, where applicable, to treat password, usernames, and other security information (“Authentication Information”), as confidential and to not provide any other person with access to the Subscription Website or portions of it using User’s (or the Authorized End User’s) Authentication Information. User will notify the Company immediately of any unauthorized access to, or use of, Authentication Information. The Company has the right to disable any User or Authorized End User access to the Services at any time, in its sole discretion [for any or no reason, including] if, in the Company’s opinion, User and/or Authorized End User has violated any provision of these Terms of Service or appear likely to do so.
• “Virus” means any item or device (including any software, code, file or program) which is designed to prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any program or data, including the reliability of any program or data (whether by re-arranging, altering or erasing the program or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices.
• “Website” – means all information, content, concepts, program interfaces, structures, functionality, computer code, published materials, electronic documents, graphic files and other technology inherent in Company’s website located axixacademy.com or axixonlinesolutions.com (or such other web address notified by the Company to Users at any time).
2) INFORMATION ABOUT THE COMPANY.
Axix Online Solutions, LLC, is a limited liability corporation based in Texas and headquartered at 8000 Research Forest Drive, Suite 115-239, The Woodlands, Texas, 77382.
3) USER WARRANTIES, RIGHTS, REPRESENTATIONS, RESTRICTIONS, AND OBLIGATIONS.
• Subject to these Terms of Service, User will be granted a limited, non-exclusive, revocable, non-transferable, and non-sublicenseable right to access the public Website and the courses and content made available there. By agreeing to grant such access, the Company does not obligate itself to maintain the Website, or to maintain it in its present form. The Company may upgrade, modify, change or enhance the Services and convert a User to a new version of the Website at any time in its sole discretion, to the extent that this is not detrimental to User’s use of the Services and on reasonable prior notice to User (unless the change is of critical business importance or outside the Company’s control, in which case the Company will explain the reason for the changes as soon as is reasonably practicable).
• User agrees to abide by any rules or regulations that the Company publishes with respect to conduct of Users and other users of the Website, which rules and regulations are hereby incorporated into these Terms of Service by this reference. The Company reserves the right to deny a User and/or an Authorized End User access to the Website if, in the Company’s sole discretion, User and/or Authorized End User has failed to abide by these Terms of Service or appear likely to do so.
• User accepts that the Company in its sole discretion may, but has no obligation to, monitor the Services or any portion thereof, and/or to oversee compliance with these Terms of Service.
• User promises, acknowledges, and agrees on behalf of itself and its Authorized End Users (in the case of Organizational Users) that:
o Access privileges may not be transferred to any third-parties;
o It will not access, store, distribute or transmit any Viruses;
o It will comply with all applicable laws and regulations with respect to use of the Services;
o It will not rent, lease, sublicense, re-sell, distribute, transfer, copy or modify the Services, courses or content;
o It will not translate, decompile, or create or attempt to create, by reverse engineering or otherwise, the source code from the object code made available hereunder;
o It will not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store or transmit the Services, courses, content or any portion thereof;
o It will not delete or alter any copyright, trademark or other proprietary rights notices from copies of materials from the Website or contained in the Services, courses or content;
o It is solely responsible for acquiring, installing, operating and maintaining the computer hardware and software environment, network connections, and telecommunication links, necessary to access and use the Services;
o It will not use the Services in any manner, or in connection with any content, data, hardware, software or other materials that infringes upon or violates any patent, copyright, trade secret, trademark, or other intellectual property right of any third party, or that constitutes a defamation, libel, invasion of privacy, or violation of any right of publicity or other third party right, or that is threatening, harassing or malicious.
• If you are an Organizational User, you promise to obtain any and all consents required by law, including, but not limited to, (i) consent to transfer personally identifiable information of your Authorized End Users, and your representatives, to the United States, if applicable, (ii) consent to compile reports as to usage of the Services by your Authorized End Users and provide such reports to you, and (iii) any other consents that may be required in order for us to provide the Services to you and your Authorized End Users. You promise to obtain necessary consents from all relevant bodies including Work Councils, from your Authorized End Users, from the parents or legal guardians of your Authorized End Users (where necessary), and from other applicable individuals.
4) AVAILABILITY OF WEBSITE.
User recognizes that the traffic of data through the Internet may cause delays during the download of information from the Website and accordingly, it shall not hold the Company liable for delays that are ordinary in the course of Internet use. User further acknowledges and accepts that the Website will not be available on a continual twenty-four hour basis due to such delays, or delays caused by the Company’s upgrading, modification, or standard maintenance of the Website.
5) INTELLECTUAL PROPERTY RIGHTS.
• The Services, courses and content provided on the Website are owned by the Company, its licensors or other providers of such material, and are protected by United States and international copyright, trademark, patent, trade secret and other intellectual property or proprietary rights laws.
• No right, title or interest in or to the Services, courses, content or any portion thereof, is transferred to any User or Authorized End User, and all rights not expressly granted herein, are reserved by the Company.
• The Company name, the Company logo, and all related names, logos, product and service names, designs and slogans, are trademarks of the Company or its affiliates or licensors. User may not use such marks without the prior written permission of the Company. All other names, logos, product and service names, designs and slogans on this Website are the trademarks of their respective owners.
6) COMPANY OBLIGATIONS.
The Company will use commercially reasonable efforts to enable the Services to be accessible, except for scheduled maintenance and required repairs, and except for any interruption due to causes beyond the reasonable control of, or not reasonably foreseeable by the Company, including, but not limited to, any Force Majeure Event (as defined below). The foregoing undertaking shall not apply to the extent of any non-conformance caused by use of the Services contrary to the Company’s instructions, or modification or alteration of the Services by any party other than the Company. If the Services are in non-conformance with the foregoing undertaking, the Company will, at its expense, use all reasonable commercial endeavors to correct any such non-conformance promptly, or provide User with an alternative means of accomplishing the desired performance.
7) FEES AND PAYMENT.
• Course Fees. User agrees to pay the appropriate fee corresponding to the particular Services, course or content that it wishes to access through the Website. The Company reserves the right to change the Fees for its Services, courses or content without prior written notification. Unless otherwise expressly stated, all fees are non-cancellable and non-refundable. All sales are final.
• Payment Details. Course or content fees and any recurring charges are billed in advance of service. User agrees to provide the Company with valid, up-to-date and complete debit/credit card, contact and billing details. User further authorizes the Company to bill such debit/credit card on the Transaction Date (and corresponding Renewal Dates, if appropriate) for Services, courses or content at the time they are purchased. If, for any reason, User’s credit/debit card company refuses to pay the amount billed for the Services, User agrees that Company may, at its option, suspend or terminate User’s access to the Services, courses or content and require User to pay the overdue amount by other means acceptable to the Company. Company may charge a fee for reinstatement of suspended or terminated accounts. User agrees that until its access to the Services, courses or content is properly terminated, it will continue to accrue charges for which it remains responsible, even if it does not use the Services. In the event legal action is necessary to collect on balances due, User agrees to reimburse the Company for all expenses incurred to recover sums due, including attorney fees and other legal expenses. Unless otherwise expressly stated, all fees are stated in United States dollars.
• Taxes. User is responsible for all applicable sales, use, transfer or other taxes and all duties, whether international, national, state, or local, however designated, which are levied or imposed by reason of the transaction contemplated hereby, excluding, however, income taxes on profits which may be levied against the Company.
8) TERM AND TERMINATION.
• Term. User may have access to the Services and the Website beginning from the time they register and for so long as long as they remain compliant with these Terms of Service or until the Company terminates specific Services, courses or content.
• Termination. The Company reserves the right to terminate or suspend access to all or any portion of the Services for violation or suspected violation of these Terms of Service.
• Effect of Termination. User will have no further rights to access the Website. Termination will not affect the rights or liabilities of either party that accrued prior to termination.
User agrees to maintain the confidentiality of the Company’s Confidential Information. For the purposes of these Terms of Service, the term “Confidential Information” means all portions of the Services, including but not limited to, the Website.
10) THIRD PARTY LINKS OR INFORMATION.
This Website may contain links to other websites that are not operated by or related to Company. Company is not responsible for the content, accuracy or opinions expressed in such third party websites, and does not investigate, monitor, or check these websites for accuracy or completeness. The inclusion of any linked website on this Website does not imply approval or endorsement of the linked website by Company. A User that leaves this Website to access these third-party sites does so at its own risk.
11) DISCLAIMERS OF STATEMENTS/WARRANTIES.
USER’S USE OF THE SERVICES OR ITEMS OBTAINED THROUGH THE SERVICES IS AT ITS OWN RISK. THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY STATEMENTS OR WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER COMPANY NOR ANY PERSON ASSOCIATED WITH COMPANY MAKES ANY STATEMENT, WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY OR AVAILABILITY OF THE SERVICES. WITHOUT LIMITING THE FOREGOING, NEITHER COMPANY NOR ANYONE ASSOCIATED WITH COMPANY PROMISES THAT THE SERVICES OR ITEMS OBTAINED THROUGH THE SERVICES OR ANY PORTION THEREOF, WILL BE ACCURATE, RELIABLE, ERROR-FREE OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT THE SERVICES OR THE WEBSITE OR THE SERVER THAT MAKES IT AVAILABLE, ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT THE SERVICES OR ITEMS OBTAINED THROUGH THE SERVICES WILL OTHERWISE MEET USER’S NEEDS OR EXPECTATIONS. COMPANY HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR PARTICULAR PURPOSE. THE FOREGOING DOES NOT AFFECT ANY WARRANTIES WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW. NO VERBAL OR WRITTEN REPRESENTATIONS, INFORMATION OR ADVICE GIVEN BY COMPANY OR ITS AUTHORIZED REPRESENTATIVE SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF THIS WARRANTY.
12) LIMITATION OF LIABILITY.
COMPANY DOES NOT IN ANY WAY EXCLUDE OR LIMIT ITS LIABILITY FOR (I) DEATH OR PERSONAL INJURY CAUSED BY ITS NEGLIGENCE; (II) FRAUD OR FRAUDULENT MISREPRESENTATION; OR (III) ANY OTHER MATTER FOR WHICH IT WOULD BE ILLEGAL FOR COMPANY TO EXCLUDE OR ATTEMPT TO EXCLUDE ITS LIABILITY.
SECTION 12 (B) APPLIES TO MULTI-USER USERS:
IN NO EVENT SHALL COMPANY, ITS LICENSORS, EMPLOYEES, AGENTS, OFFICERS OR DIRECTORS BE LIABLE TO USER OR ANY THIRD PARTY FOR ANY SPECIAL, PUNITIVE, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES OF ANY KIND, OR ANY DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, THOSE RESULTING FROM LOSS OF USE, LOSS OF DATA, OR LOSS OF PROFITS, WHETHER OR NOT COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND ON ANY THEORY OF LIABILITY, ARISING OUT OF OR IN CONNECTION WITH THE USE OF THE SERVICES OR OF ANY WEB SITE REFERENCED OR LINKED TO FROM THE SERVICES. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE FOREGOING, USER’S EXCLUSIVE REMEDY AND COMPANY’S ENTIRE LIABILITY, IF ANY, FOR ANY CLAIMS ARISING OUT OF THESE TERMS OF SERVICE, SHALL BE LIMITED TO THE LESSER OF (I) THE AMOUNT PAID BY USER TO COMPANY IN FEES OR (II) TWO HUNDRED DOLLARS ($200), REGARDLESS OF WHETHER THE CLAIM OR ACTION IS BASED ON CONTRACT, TORT, WARRANTY, INDEMNIFICATION OR OTHERWISE. THE EXISTENCE OF MULTIPLE CLAIMS WILL NOT ENLARGE THIS LIMIT. USER WILL BE RESPONSIBLE FOR ALL CLAIMS AND DAMAGES RESULTING FROM THE MISUSE OF THE SERVICES BY USER AND/OR ITS AUTHORIZED END USERS.
SECTION 12 (C) APPLIES TO INDIVIDUAL USER RESIDENTS OF A EUROPEAN UNION MEMBER COUNTRY:
IN NO EVENT WILL COMPANY, ITS LICENSORS, EMPLOYEES, AGENTS, OFFICERS OR DIRECTORS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, CONSEQUENTIAL LOSSES (WHERE CONSEQUENTIAL LOSSES MEANS LOSS ARISING AS A SIDE EFFECT OF THE MAIN LOSS), WHICH ARE NOT A REASONABLY FORESEEABLE CONSEQUENCE OF SUCH MAIN LOSS OR DAMAGE, INCLUDING BUT NOT LIMITED TO (I) LOSS OF INCOME OR REVENUE; (II) LOSS OF BUSINESS; (III) LOSS OF PROFITS; (IV) LOSS OF ANTICIPATED SAVINGS; OR (V) LOSS OF DATA.
User agrees to compensate and defend fully Company, its officers, employees, agents, successors and assigns, from and against any damages, losses, and expenses (including reasonable attorneys’ fees) resulting from any third-party claim, action or demand arising out of any breach by User of any representation, warranty, covenant, obligation or duty of User under this Agreement.
All provisions relating to proprietary rights, payment of fees, confidentiality, disclaimer of warranty, indemnification, and limitation of liability, shall survive the expiration or earlier termination of these Terms of Service.
Except, for any provisions determining the primary contractual obligations of User and Company hereunder, Company has the right to revise and amend these Terms of Service from time to time to reflect changes in business needs including, but not limited to, changes in features and functionality, changes in market conditions, changes in technology, changes in payment methods, changes in relevant laws and regulatory requirements and changes in system capabilities. Changes are effective immediately upon posting and User’s continued use of any of the Services following the posting of revised Terms of Service means that User accepts and agrees to the changes, to the extent permitted by applicable laws.
User may not transfer these Terms of Service, in whole or in part. Company may transfer these Terms of Service and/or subcontract some or all of its obligations hereunder at any time.
User acknowledges that a breach of any confidentiality or proprietary rights provision of these Terms of Service may cause Company irreparable damage, for which the award of damages would not be adequate compensation. Consequently, Company may seek an injunction to prevent User from taking any and all acts in violation of those provisions, which remedy shall be cumulative and not exclusive, and Company may seek the entry of an injunction enjoining any breach or threatened breach of those provisions, in addition to any other relief to which Company may be entitled at law or in equity.
18) GOVERNING LAW AND VENUE.
These Terms of Service shall be construed and governed by the laws of the State of Texas, without regard to the principles of conflict of laws thereof. User agrees and accepts that any legal action or proceeding shall be brought in the federal or state courts for the State of Texas, County of Montgomery, and User expressly waives any objection to personal jurisdiction, venue or forum non conveniens. Additionally, in the event of any dispute or claim relating to or arising out of these Terms of Service (including, but not limited to, any claims of breach of contract, tort, infringement), User agrees that all such disputes/claims will be resolved by means of a court trial conducted by the superior or district court in Montgomery County, Texas, and User expressly waives any right it may otherwise have to a jury trial. THE PRECEDING PROVISION REGARDING VENUE DOES NOT APPLY IF YOU ARE AN INDIVIDUAL USER RESIDENT IN A MEMBER COUNTRY OF THE EUROPEAN UNION. IF YOU ARE A CONSUMER BASED IN THE EUROPEAN UNION, YOU MAY MAKE A CLAIM IN THE COURTS OF THE COUNTRY WHERE YOU RESIDE.
Legal notices may be sent to email@example.com (if by email), or at Axix Online Solutions, LLC, Attn: Legal Department, 8000 Research Forest Drive, Suite 115-239, The Woodlands, Texas 77382 (if by conventional mail). Notices to User may be sent either to the email address supplied in User’s account or to the address supplied by User as part of its registration data. In addition, Company may broadcast notices or messages through the Website to inform of changes to the Website or other matters of importance, and such broadcasts shall constitute notice to User to the extent permitted by applicable law. Any notices or communication under these Terms of Service will be deemed delivered to the party receiving such communication (a) on the delivery date if delivered personally to the party; (b) two business days after deposit with a commercial overnight carrier, with written verification of receipt; (c) five business days after the mailing date, if sent by mail, return receipt requested; (d) on the delivery date if transmitted by email; or within three (3) days after Company posts a notice on the Website.
20) FORCE MAJEURE.
Company will not be liable or responsible for any failure to perform, or delay in performance of, any of its obligations that is caused by events outside its reasonable control (“Force Majeure Event”). A Force Majeure Event includes any act, event, non-happening, omission or accident beyond Company’s reasonable control including, but not limited to, restrictions of law, regulations, orders, or other governmental directives, labor disputes, acts of God, third party mechanical or other equipment breakdowns, terrorist attacks, fire, explosions, fiber optic cable cuts, interruption or failure of telecommunications or digital transmission links, Internet failures or delays, storms or other similar events.
22) CHILDREN’S ONLINE PRIVACY PROTECTION ACT (COPPA).
User acknowledges that the law requires parental consent to collect or use information from a child under 13. If you are a child under 13, please show these Terms of Service to your parent or legal guardian, and do not use the Services without verifiable parental consent pursuant to the Children’s Online Privacy Protection Act. If you as the User are a parent or legal guardian of a child under the age of 13, who may access or use the Services, you hereby give your express consent for that child to use the Services, which include all the features and functionality pertaining to your Subscription, including social media/community features. You represent and warrant that you will not allow a child under the age of 13 to use the Services if you do not agree to the provisions of this Section.
23) NO THIRD PARTY BENEFICIARIES.
No person or entity not a party to these Terms of Service will be deemed to be a third party beneficiary of these Terms of Service or any provision hereof.
If any provision of these Terms of Service are held by a court of competent jurisdiction to be contrary to law, such provision shall be changed and interpreted so as to best accomplish the objectives of the original provision to the fullest extent allowed by law and the remaining provisions of these Terms of Service will remain in full force and effect.
25) WAIVER AND AMENDMENT.
If Company fails to insist upon strict performance of User’s obligations under any of these terms and conditions, or if Company fails to exercise any of the rights or remedies to which it is entitled under these Terms of Service, this will not constitute a waiver of such rights or remedies and will not relieve User from compliance with such obligations. No waiver by Company of any default will constitute a waiver of any subsequent default, and no waiver by Company of any of these terms and conditions will be effective unless it is expressly stated to be a waiver and is communicated to User in writing.
26) GEOGRAPHIC RESTRICTIONS.
Software, functionality, and/or features (collectively, “Service Functionality”), that may be available on or through Website from time-to-time, is subject to United States Export Controls. No Service Functionality from the Website may be downloaded or exported (a) into (or to a resident of) Cuba, Iraq, Libya, North Korea, Iran, Syria, or any other country which the United States has embargoed goods; or (b) anyone on the United States Treasury Department’s list of Specially Designated Nationals or the United States Commerce Department’s Table of Deny Orders. By downloading or using any Service Functionality, User represents and warrants that it (and its Authorized End Users, where applicable) are not located in, under the control of, or a national or resident of any such country or on any such list. Although the Website may be accessible worldwide, Company makes no representation that materials on the Website are appropriate or available for use in locations outside the United States, and accessing them from territories where their contents are illegal, is prohibited. Those who choose to access the Website from other locations do so at their own initiative and are responsible for compliance with local laws. Any offer for any product, service, and/or information made in connection with the Services is void where prohibited.
27) COMPLETE UNDERSTANDING.
EFFECTIVE DATE: September 15, 2016