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1. Member Accounts—In order to use certain features of the Offering, you may be asked to create an account (“Member Account”). As part of the account set-up and registration process, you may be asked to select a username and password. You agree to provide true, accurate, current and complete information about yourself as prompted by the Offering, and will maintain the accuracy of such registration data. We may refuse to grant you a username for any reason in our sole discretion, including in the event that we determine that such user name impersonates someone else, is illegal, vulgar, or otherwise offensive, or is protected by trademark or other proprietary rights law, or otherwise may cause confusion. You will be responsible for the confidentiality and use of your username and password and agree not to transfer or resell your use of or access to the Offering to any third party. You agree to notify Axis immediately of any unauthorized use of your password or any other breach of security. YOU ARE ENTIRELY RESPONSIBLE FOR MAINTAINING THE CONFIDENTIALITY OF YOUR USERNAME AND PASSWORD AND FOR ANY AND ALL ACTIVITIES THAT ARE CONDUCTED THROUGH YOUR MEMBER ACCOUNT.
2. Your Use of the Offering—Subject to these Terms, you are granted a limited license to use the Offering, access the Offering, and to copy, display, and use the functionality, materials, features, and capabilities provided by the Offering solely for your internal business use.
3. Intellectual Property Ownership—All text, content, documents, names, logos, trademarks, offering marks, brand identities, characters, trade names, graphics, designs, copyrights, trade dress, or other intellectual property appearing in the Offering, and the organization, compilation, look and feel, illustrations, artwork, videos, music, software and other works in the Offering(the “Materials”) are owned by Axis and its affiliates or used with permission or under license from a third party (hereinafter collectively referred to as the “Owner”) and are protected under copyright, trademark and other intellectual property and proprietary rights laws. As between Axis and you, all right, title and interest in and to the Materials will at all times remain with Axis and/or its Owners. The word “Axis”, “Axis Group” “Helix”, Analytics Enablement®, AE, the Analytics Enablement WheelTM and the “Axis” logos, and other marks, logos and titles are registered and/or common law trade names, trademarks or offering marks of Axis. Axis reserves all other rights. Except as expressly provided herein, nothing on in the Offering shall be construed as conferring any license under Axis’s and/or its Owner’s intellectual property rights, whether by estoppel, implication or otherwise. Notwithstanding anything herein to the contrary, Axis may revoke any of the foregoing rights and/or your access to the Offering, or any part thereof, at any time without prior notice.
4. Restrictions on Use— You agree that any copy of the Materials (or any portion of the Materials) that you make must retain all copyright and other proprietary notices contained herein or therein. Framing of the Offering or posting of Materials on other websites is strictly prohibited. The use or misuse of the Offering or any Materials, except as provided in these Terms is strictly prohibited. You shall not, without Axis’s express written consent:
(a) copy and retransmit, disseminate, broadcast, circulate, or otherwise distribute the Materials on any other server, or modify or re-use all or part of the Materials on this system or any other system;
(b) use any tradename, trademark, or brand name of Axis in metatags, keywords and/or hidden text;
(c) copy, distribute, modify, transmit, perform, reuse, re-post, or otherwise display the Materials, in whole or in part, for public or commercial purposes or modify, translate, alter or create any derivative works thereof;
(d) create derivative works from the Materials or commercially exploit the Materials, in whole or in part, in any way;
(e) use the Offering, the Materials, and/or any portion thereof, in any manner that may give a false or misleading impression, attribution or statement as to Axis, the Owner, or any third party referenced therein;
(f) use the Materials, and/or any offerings and products on the Offering or accessible via the Offering for unlawful purposes;
(g) alter, remove or obscure any copyright notice, digital watermarks, proprietary legends or any other notice included in the Materials;
(h) disassemble, decompile, reverse compile or reverse engineer any part of the Offering;
(i) use any manual or automated software, devices or other processes (including but not limited to spiders, robots, scrapers, crawlers, avatars, data mining tools or the like) to “scrape” or download data from any web pages contained in the;
(j) use the Offering Materials for any illegal, fraudulent, misleading or deceptive purposes;
(k) interfere with or damage the Offering or Materials, including without limitation, through the use of viruses, cancel bots, Trojan horses, harmful code, flood pings, denial-of-offering attacks, packet or IP spoofing, forged routing or electronic mail address information, or similar methods or technology;
(l) disrupt, overburden, or aid or assist in the disruption or overburdening of (x) any computer or server used to offer or support the Offering or Offerings; or (y) the enjoyment of the Offering or Offerings by any other person;
(m) upload a content to the Offering that (1) infringes any patent, trademark, trade secret, copyright, right of publicity, or other right of any person or entity; or (2) is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another’s privacy, tortious, obscene, offensive or profane; or
(n) engage in any chain letters, contests, junk email, pyramid schemes, spamming, surveys, or other duplicative or unsolicited messages (commercial or otherwise)
5. Arbitration; Applicable Law
PLEASE READ THIS CAREFULLY. IT IS PART OF YOUR AGREEMENT WITH AXIS AND AFFECTS YOUR RIGHTS. IT CONTAINS PROCEDURES FOR MANDATORY BINDING ARBITRATION AND A CLASS ACTION WAIVER
Except for a claim by Axis of infringement or misappropriation of Axis’s patent, copyright, trademark, or trade secret, any and all disputes between you and Axis arising under or related in any way to these Terms, excluding the collection of fees, must be resolved through binding arbitration as described in this section. This agreement to arbitrate is intended to be interpreted broadly. It includes, but is not limited to, all claims and disputes relating to your use of the Offering. The arbitration will be governed by the Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes of the American Arbitration Association (“AAA”), as modified by this section. For any claim where the total amount of the award sought is $50,000 or less, the AAA, you must abide by the following rules: (a) the arbitration shall be conducted solely based on written submissions; and (b) the arbitration shall not involve any personal appearance by the parties or witnesses unless otherwise mutually agreed by the parties. If the claim exceeds $50,000, the right to a hearing will be determined by the AAA rules, and the hearing (if any) must take place in Berkeley Heights, New Jersey. The arbitrator’s ruling is binding and may be entered as a judgment in any court of competent jurisdiction. In the event this agreement to arbitrate is held unenforceable by a court, then the disputes that would otherwise have been arbitrated shall be exclusively brought in the state court in Union County, New Jersey or federal court located in Newark, New Jersey. Claims of infringement or misappropriation of patent, copyright, trademark, or trade secret shall be exclusively brought in the state court in Union County, New Jersey or federal court located in Newark, New Jersey.
The laws of the State of New Jersey, excluding its conflicts of law rules that would result in the laws of a State other than New Jersey, govern your use of the Offering.
7. Submitted Ideas—While Axis appreciates your interest in Axis and the Offering, Axis does not want and cannot accept any ideas or information you consider confidential and/or proprietary. All comments, suggestions, ideas, notes, drawings, concepts, or other information disclosed or offered to Us by you through the Offering or in response to solicitations on the Offering shall be deemed to be non-confidential and non-proprietary and shall be the exclusive property of Axis. Further, you understand and acknowledge that Axis employs both internal and external resources which may have developed or may in the future develop ideas identical to or similar to your suggestions or comments to suggestions and that Axis is only willing to consider the suggestion on these terms. In any event, you acknowledge and agree that Axis assumes no obligation of confidentiality or nondisclosure, express or implied by considering your suggestion or idea. You hereby grant Axis a fully paid, royalty-free, perpetual, irrevocable, worldwide, non-exclusive, and fully sublicensable right and license to use, reproduce, perform, display, distribute, adapt, modify, create derivative works of, and otherwise commercially exploit any suggestion, feedback or ideas you submit to Axis.
8. Community Guidelines—The Offering may include certain functionality that allows users to post information, provide feedback and comments, or provide other content (“User Content”). Although Axis may from time to time review User Content, you acknowledge that it is under no obligation to monitor or control, and shall have no liability for, any User Content. You acknowledge that any opinions, statement, recommendation, offers, advice or other information presented or disseminated or contained in User Content are those of their respective authors who are solely responsible and liable for their User Content. Axis reserves the right, in its sole discretion, to refuse to post or remove any User Content at any time, without notice, for any reason or for no reason. In the event you upload, post or otherwise transmit any content, text,
information, works of authorship or other materials on or to the Offering (“Your Content”), you shall and hereby do grant Axis a royalty-free, perpetual, irrevocable, worldwide, non-exclusive right and license to use, license, reproduce, modify, distribute, perform, display, and transmit Your Content for the purposes of providing the Offering to you and other users.
9. Disclaimers—Without limiting the foregoing, the Offering and the Materials and all other features offered via the Offering, are provided to you “AS IS” and “AS AVAILABLE” without warranty of any kind, either express or implied, including but not limited to, fitness for a particular purpose, title, or non-infringement. Should applicable law not permit the foregoing exclusion of express or implied warranties, then Axis hereby grants the minimum express or implied warranty required by such applicable law. No advice or information, whether oral or written, obtained by you from Axis, its employees, agents, suppliers or any other persons shall create any warranty, representation or guarantee not expressly stated in this section. Additionally, Axis does not make any warranties that the Offering will be uninterrupted, secure or error free or that your use of the Offering will meet your expectations, or that the Offering, Materials, or any portion thereof, is correct, accurate, or reliable. Axis reserves the right to change any part of the Offering at any time without notice.
10. Limitation of Liability—Neither Axis, its affiliates, nor any of their respective officers, directors, agents or other representatives will be liable for any damages, direct, indirect, incidental, consequential, special, or punitive, including, without limitation, loss of data, income, profit or goodwill, loss of or damage to property and claims of third parties arising out of your access to or use of the Offering or arising out of any action taken in response to or as a result of any Materials or other information available in the Offering, however caused, whether based on breach of contract, tort (including negligence), proprietary rights infringement, product liability or otherwise. The foregoing shall apply even if Axis was advised of the possibility of such damages. You hereby waive any and all claims against Axis and its affiliates, agents, representatives and licensors arising out of your use of the Offering. Because some states do not allow the disclaimer of implied warranties or the exclusion or limitation of certain types of damages, these provisions may not apply to you. If any portion of this limitation on liability is found to be invalid or unenforceable for any reason, then the aggregate liability of Axis and its affiliates shall not exceed one hundred dollars ($100.) The limitation of liability herein is a fundamental element of the basis of the bargain and reflects a fair allocation of risk. The Offering would not be provided without such limitations and you agree that the limitations and exclusions of liability, disclaimers and exclusive remedies specified herein will survive even if found to have failed in their essential purpose.
12. Assignment—These Terms, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by Axis without restriction.
13. Changes to these Terms—From time to time, Axis may revise these Terms. When changes are made, Axis will update the Terms available at the Offering, and will also update the “Last Updated” date above. Any changes to the Terms will be effective immediately for new users of the Offering and will be effective thirty (30) days after posting notice of such changes for existing users. Your use of the Offering following the posting of any revised Terms shall be deemed acceptance of the revised policy. If you disagree with the provisions of these Terms at any time, your sole remedy is to terminate your use of the Offering. Continued use of the Offering constitutes your agreement to these Terms as in effect.
14. Miscellaneous—Axis’ failure to enforce any provision of these Terms shall not be deemed a waiver of such provision nor of the right to enforce such provision. If any part of these Terms 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 these Terms shall continue in effect. Any waiver or failure to enforce any provision of the Terms on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion. A printed version of these Terms and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to these Terms to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. These Terms are the final, complete and exclusive agreement of the parties with respect to the subject matter hereof and supersedes and merges all prior discussions between the parties with respect to such subject matter. These terms are in addition to, and a supplement of, the terms of the Subscription Agreement between Axis and you. In the event of a conflict between these Terms and the Subscription Agreement, the Terms shall control unless, in Axis' sole discretion, it determines to apply the terms and conditions of the Subscription Agreement.