Updated 05 August 2024

 Your (The "Client" or "you" or “your") use and access of the Software is governed by and subject to the following terms of use (“Terms”).   BY ACCESSING OR OTHERWISE USING THE SOFTWARE, YOU REPRESENT THAT: (I) THAT YOU HAVE READ, UNDERSTAND AND AGREE TO THESE TERMS, (II) YOU ARE OF LEGAL AGE TO FORM A BINDING CONTRACT WITH AXIS ANALYTICS, LLC D/B/A AXIS GROUP® (“AXIS” OR “WE” OR “OUR” OR “US”), AND (III) YOU HAVE THE AUTHORITY TO ENTER INTO THESE TERMS ON BEHALF OF THE ENTITY YOU REPRESENT. IF YOU DO NOT AGREE TO BE BOUND BY THESE TERMS, YOU MAY NOT ACCESS OR USE THE SOFTWARE.

1. Member Accounts. In order to use certain features of the Software, 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. Users are limited to a single account per individual or entity. Creation of multiple accounts by the same individual or entity is prohibited, and we reserve the right to suspend or terminate any duplicate accounts without notice. You agree to provide true, accurate, current and complete information about yourself as prompted by the Software, 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 username impersonates someone else, is illegal, vulgar, or otherwise offensive, or is protected by trademark or other proprietary rights law, or otherwise may cause confusion. We reserve the right to terminate any account at our discretion, with or without cause. Upon termination, we may retain user data for a reasonable period or as required by law. Users acknowledge that termination may result in the permanent deletion of their account data. 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 Software 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. Single Sign-On. If your Order enables you to use the Single Sign-On authentication feature ("SSO"), and your administrator configures SSO, then your use of SSO and the use of SSO by your administered users is subject to these Terms.  By setting up SSO, you acknowledge and agree that SSO allows Client administered users to authenticate to our Software through a third-party identity provider ("Third-Party Identity Provider"). You understand and expressly agree that, following the setting up of SSO, the Users will neither be able to login to the Software with a different password, nor will you be able to set up 2-Step Verification with us. You acknowledge that you as the Client are responsible for the user authentication to our Software. SSO allows you to connect and use the relevant Third-Party Identity Provider’s products, services, or software in conjunction with your use of our Software ("Third-Party Services"). Your use of SSO is limited to integration with one Third-Party Identity Provider. To enable SSO, you may be required to sign up or log into the services of such Third-Party Identity Provider on its respective website or application. Your organization is required to work with us to set up your SSO.  By utilizing SSO services, you acknowledge that while we prioritize security, we cannot guarantee absolute protection against breaches or leaks. Users are responsible for safeguarding their credentials and promptly reporting any suspicious activity. Axis shall not be liable for damages arising from SSO-related security incidents, and users agree to indemnify us against such claims. By using SSO services, you accept these Terms.

3. Your Use of Software. Subject to these Terms, you are granted a limited, nonexclusive, non-transferable license to use the Software and access the Software. You agree that we may use usage metrics to improve the Software. Axis reserves the right to limit access to our Software based on your location, and we may block access to the Software in our sole and absolute discretion. If you are using the Software for the benefit of a third party/client, then you must pass through these Terms to that third party/client and they must agree to be bound by the same.

4. Orders and Fees. You are required to pay the fees in accordance with your applicable executed Order. We reserve the right to modify our pricing and payment terms for any new Order. You are responsible for all taxes and fees associated with your Order, excluding taxes on income, and you agree to pay such taxes and fees in addition to the Order fees.  This includes, but is not limited to, sales tax, use tax, value-added tax (VAT), and any other applicable taxes imposed by governmental authorities. By placing an Order or using our services, you agree to comply with all tax laws and regulations relevant to your jurisdiction.  This section shall survive the termination or expiration of these Terms.  If Client issues a purchase order upon entering into an Form, then: (i) any such purchase order submitted by Client is for its internal purposes only, and Axis rejects, and in the future is deemed to have rejected, any purchase order terms to the extent they add to or conflict in any way with these Terms or the applicable Order and such additional or conflicting terms will have no effect; (ii) it shall be without limitation to Axis' right to collect fees owing hereunder; (iii) it shall be for the total fees owing under the applicable Order; and (iv) on request, Axis will reference the purchase order number on its invoices (solely for administrative convenience), so long as Client provides the purchase order reasonably in advance of the invoice date. With respect to products or services provided directly by Axis: (i) fees for Technical Services and/or education services are exclusive of travel costs and other expenses; (ii) fees are not subject to any right of offset or suspension and all payments thereof shall be nonrefundable and non-creditable, except as otherwise expressly provided in these Terms; (iii) fees do not include sales, use, withholding, value-added or other taxes or duties, and you shall directly pay any such taxes or duties assessed against it; and (iv) unless you provide Axis in a timely manner with a valid certificate of exemption or other evidence that items are not taxable, Axis will invoice Licensee, and Licensee agrees to pay all applicable taxes, public fees, duties, deductions or withholdings for which Axis is required to pay or account, exclusive of any tax on Axis’ income.

5. Term.  The term hereunder shall begin upon Order execution and continue until the end date on the applicable Order, unless Axis cancels the Software or otherwise terminates these Terms in accordance with the provisions contained herein.  We reserve the right to terminate or suspend your access to our Software with due notice, in whole or in part, at any time due to a breach of these Terms, non-payment of fees, or any illegal or unauthorized use of our Software.  Axis may, in its sole discretion, update or change the Software from time to time.  For Software, when Axis provides patches and updates you have 14 days to obtain and deploy said patches or updates.  Axis will cease to support prior versions of the Software after that time has elapsed.  Unless otherwise specified in a Statement of Work, either party may terminate any Technical Services for convenience upon thirty (30) days' prior written notice to the other party

6. Effect of Termination. Upon written notice to us, you will have up to thirty (30) calendar days from termination or expiration of these Terms to access the Software solely to the extent necessary to retrieve Client Data (“Retrieval Right”). If you exercise your Retrieval Right, These Terms and the applicable Order shall continue in full force and effect for the duration of the Retrieval Right. We shall have no further obligation to make Client Data available after the latter of (a) the effective date of termination of these Terms, or (b) the Retrieval Right period, if applicable, and thereafter we shall promptly delete the Client Data. After the Retrieval Right period, you will have no further access to Client Data and shall cease use of and access to the Software and delete all copies, if any, of Third Party Software, documentation, any associated passwords or access codes, and any other Axis Confidential Information in your possession. Notwithstanding any termination or anything to the contrary in these Terms or any Order, you shall pay for all of your use of the Software.

7. Access. We will make the Software available to you for your Order solely for use by you and your Users in accordance with these Terms, any additional documentation, and the Order.  You may permit your Affiliates’, independent contractors and consultants (“Authorized Third Parties”) to serve as Users provided that any use of the Service by each such contractor or affiliate is solely for your benefit and the Authorized Third Parties have agreed in writing to the Terms and Conditions herein. You shall be responsible for each User’s compliance with these Terms, and acts or omissions by any User shall be deemed acts by you.  To the extent Client uses Third Party Software in connection with its use of the Software we grant to you and your Users a limited, non-transferable, non-sublicensable, non-exclusive license during the Order term to use the object code form of the Third Party Software internally in connection with your and your Affiliates’ use of the Software, subject to the terms and conditions of these Terms. In the event that Axis is assisting Client or providing services to Client and is interacting and using Client’s licensed third party software, then Client herein will authorizing Axis as an authorized third party pertaining to the access of the software. 

8. Provision of Technical Services. We will perform the Technical Services for you as set forth in each applicable SOW, subject to these Terms. 

a. Assistance. You acknowledge that timely access to applicable Client Materials, resources, personnel, equipment or facilities is necessary for the provision of Technical Services. You agree to provide such access and to reasonably cooperate with us during a Technical Services project. We will have no liability for any delay or deficiency to the extent resulting from your breach of your obligations under this section.

b. The Software provided pursuant to these Terms do not include Technical Services, implementation, education or other services. Payment of Software license fees due under these Terms shall not be contingent under any circumstances upon the performance of any such Technical Services. Axis may provide Technical Services to Licensee, which may include implementation, configuration and Software enablement services provided on a time and materials basis. You retain all right, title and interest in and to its proprietary data including all data that you elects to integrate into the Software, or to display within a dashboard created with the Software. Axis retains all right, title and interest in and to the Software and all deliverables resulting from performance of the Technical Services, including all methodologies, designs, improvements to the Software, and know how, but excluding any or your data incorporated into any such deliverable. Axis hereby grants Licensee a non-exclusive license to use any deliverables or work product created hereunder in connection with your authorized use of the Software. Any prepaid Consulting Services purchased directly from Axis will be provided in accordance with these Terms.  Axis may provide training and education services (collectively “Education Services”) to you, in accordance with these Terms.  

c. Client Materials. You hereby grant us a limited right to use any Client Materials solely for the purpose of providing Technical Services to you.  You will retain any of your rights (including all intellectual property rights) in and to the Client Materials. Client Materials comprising Confidential Information will be subject to the Confidentiality section of these Terms. You warrant that you have and will have sufficient rights in the Client Materials to grant the rights to Axis under these terms and that the Client Materials will not violate any third-party rights.

d. Access to Client Data under a SOW. With respect to access to any Client Data under a SOW, you are solely responsible for ensuring that both the duration and scope of access is strictly limited to the access required under the specific SOW. You agree that you will not grant Axis access to Client Data unless specifically required and noted in an SOW, and that you will grant any such access only during the term of the applicable Technical Services project. Unless otherwise specified in an SOW, you must ensure that: (a) any access to Client Data that it grants is limited to read-only access in your development environment for the Software (and you will not grant access to any other environment, such as its test, production or disaster recovery); and (b) You will not grant access to any Client Data that is not backed up, unencrypted or contains sensitive data, including without limitation, any personal data, credit card or other financial account information, or protected health information. To the extent access to Client Data is granted, unless otherwise specified in an SOW, you will provide us with: (i) secure workstations and networks for accessing Client Data that are monitored, managed, configured, supported and maintained by you and (ii) unique user ID/passwords to each Axis resource that requires access to Client Data, and these credentials will be solely managed by you.  

e. License to Deliverables. The Technical Services Axis performs (e.g., providing guidance on configuring the Service) and the resulting Deliverables are generally applicable to Axis' business and are part of the Software. Subject to these terms (including the restrictions in the Restrictions on Use Section herein), we hereby grant you a limited, non-exclusive, royalty-free, non-transferable worldwide license to use the Deliverables internally solely in connection with your use of the Software during the period in which you have valid access to the Software.  The parties may mutually agree to SOWs with additional terms and restrictions related to the use of Deliverables provided as part of that project, in which case those terms and restrictions will also apply for purposes of those Deliverables only.

f. Axis warrants that Technical Services will be performed using reasonable care and skill consistent with generally accepted industry standards. For any claimed breach of this warranty, you must notify Axis of the warranty claim within ten (10) business days of your receipt of the applicable Technical Services. You exclusive remedy and Axis’  sole liability with regard to any breach of this warranty will be, at Axis’ option and expense, to either: (i) re-perform the non-conforming Consulting Services; or (ii) refund to you the fees paid for the non-conforming Technical Services. Licensee shall provide reasonable assistance to Axis in support of its efforts to furnish a remedy for any breach of this warranty.

9. Change Orders; Other Terms. You may submit written requests to Axis to change the scope of Technical Services under an existing SOW. Axis will promptly notify you if it believes that the requested change requires an adjustment to the fees, schedule, assumptions or scope for the performance of the Technical Services. Neither party is bound by changes to an SOW unless the parties have entered into a Change Order with respect thereto. Axis may use subcontractors to deliver Technical Services but will remain responsible for their performance of those Technical Services under the applicable terms and conditions of these Terms. For clarity, You will be responsible for any consumption and other fees for the Software that is generated as part of the Technical Services. 

10. Intellectual Property Ownership.  All text, content, documents, names, logos, trademarks, Software marks, brand identities, characters, trade names, graphics, designs, copyrights, trade dress, third party components or any other intellectual property appearing in the Software, and the organization, compilation, look and feel, illustrations, artwork, videos, music, software and other works in the Software (the “Materials”) are owned by Axis and its affiliates (hereinafter collectively referred to as the “Owner”) and are protected under copyright, trademark, trade secrets 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®”, “VortexTM” and the “Axis” logos, and other marks, logos and titles are registered and/or common law trade names, trademarks or Software marks of Axis. Axis reserves all other rights. Except as expressly provided herein, nothing on in the Software shall be construed as conferring any license under Axis’ 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 Software, or any part thereof, at any time without prior notice.  All rights, title and interest in and to Axis content, including but not limited to any modifications, derivatives and/or updates made by Axis, and all copies thereof, are retained by Axis, including, without limitation, all intellectual property rights, patent rights, copyrights, trademark rights and trade secret rights. You shall not remove or alter any copyright or other proprietary rights notice of Axis in or on any component of the Software. You have no right, title or interest in or to the Software or the intellectual property associated therewith.  Axis cannot accept any ideas or information you consider confidential and/or proprietary. All information disclosed, including but not limited to, comments, ideas, suggestions, concepts, or other information whether voluntary or solicited shall be deemed to be non-confidential and non-proprietary and shall be the exclusive property of Axis (“Feedback”). You acknowledge and agree that Axis assumes no obligation of confidentiality or nondisclosure, express or implied by considering your Feedback. You hereby grant us a fully paid, royalty-free, perpetual, irrevocable, worldwide, exclusive, and fully sublicensable right and license to use, perform, display, distribute, adapt, modify, create derivative works of, and commercially exploit your Feedback. This section shall survive the termination or expiration of these Terms.

11. Restrictions on Use.  You agree that any copy of the Software or any other materials you have access to as a result of using our Software must retain all copyright, marks and other proprietary notices contained herein or therein. Making copies of the Software, extracting IP, reverse engineering, distributing related information or documentation or posting of the Software or any related materials on other websites or externally is strictly prohibited. The use or misuse of the Software or any materials, except as provided in these Terms is strictly prohibited. Axis provides the Software solely and exclusively for your use during the term of your Order with us and in accordance with all terms and conditions contained herein. For the avoidance of doubt, the use of common log-ins, shared passwords, general library passwords and the like is expressly prohibited. You warrant that you will not use or permit any individual or entity to use the Software for any unlawful or unauthorized purpose or to compete with us. You may only share the Software with employees or authorized third-parties that are bound, in writing, by substantially similar, or more protective, terms then those contained herein.

You shall not:

a. copy and retransmit, disseminate, broadcast, circulate, or otherwise distribute the Software on any other server, or modify or re-use all or part of the Software on this system or any other system, and;

b. use any tradename, trademark, or brand name of Axis in metatags, keywords and/or hidden text, and;

c. copy, distribute, modify, transmit, perform, reuse, re-post, or otherwise display the Software, in whole or in part, for public or commercial purposes or modify, translate, alter or create any derivative works thereof, and;

d. create derivative works from the Software or commercially exploit the Software, in whole or in part, in any way, and;

e. use the Software, the materials, and/or any portion thereof, in any manner that may give a false or misleading impression, attribution or statement as to Axis, or any third party referenced therein, and;

f. use any materials, and/or any Software and products on the Software or accessible via the Software for unlawful purposes; and

g. alter, remove or obscure any copyright notice, digital watermarks, proprietary legends or any other notice included in the Software, and;

h. download, copy, transfer, distribute, reproduce, reverse compile, reverse engineer, decrypt decompile, disassemble, create derivative works from or make any part of the Software available to others, and;

i. build any competitive products that would compete with all, or any part, of the Software; and

j. 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 Software, and;

k. use the Software for any illegal, fraudulent, misleading or deceptive purposes, and;

l. interfere with or damage the Software or any materials, including without limitation, through the use of viruses, cancel bots, Trojan horses, harmful code, flood pings, denial-of-Software attacks, packet or IP spoofing, forged routing or electronic mail address information, or similar methods or technology, and;

m. disrupt, overburden, or aid or assist in the disruption or overburdening of (x) any computer or server used to offer or support the Software; or (y) the enjoyment of the Software or Software by any other person, and;

n. upload a content to the Software 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, and;

o. engage in any chain letters, contests, junk email, pyramid schemes, spamming, surveys, or other duplicative or unsolicited messages (commercial or otherwise).

You may use the Software solely for the purposes outlined in these Terms and in compliance with all applicable laws both domestic and international, regulations, and industry standards. You are responsible for ensuring that your use of the data does not infringe on any third-party rights, including but not limited to intellectual property rights and privacy rights.

Axis shall not be liable for any confidential or proprietary data put into the software.  You agree to remove any client or proprietary data prior to putting it into the software.  AXIS IS NOT LIABLE FOR ANY CONFIDENTIAL OR PROPRIETARY DATA YOU PUT INTO THE SOFTWARE.  Notwithstanding anything to the contrary contained herein, you shall not provide any Confidential Information meeting the definition of Nonpublic Personal Information ("NPI") (as defined in the relevant statutes and regulations including, but not limited to, the Gramm-Leach-Bliley Act) or Protected Health Information ("PHI") (as defined in the relevant statutes and regulations including, but not limited to, 45 C.F.R. 160.103) or  personally identifiable information,  and/or any non-public personal financial information  to Axis or Axis’ representatives, outside of your systems, without the prior, written approval from Axis’ Managing Member.

12. Your Data.

a. Rights in Your Data.  As between the parties, you or its licensors retain all right, title and interest (including any and all intellectual property rights) in and to the Data and any modifications made thereto in the course of operation of the Software. Subject to these terms.  You hereby grant to us a non-exclusive, worldwide, royalty-free right to process the Data solely to the extent necessary to provide the Software, to prevent or address service or technical problems therein, or as may be required by law.

b. Your use of the Software and all Data will comply with applicable laws, government regulations, and any other legal requirements, including but not limited to, any data localization or data sovereignty laws, regulations, and any other third-party legal requirements applicable to you. You are solely responsible for the accuracy, content and legality of all Data. You warrant that you have and will have sufficient rights in the Data to grant the rights to us under these Terms and that the processing of Data by us in accordance with these Terms will not violate any laws or the rights of any third party. 

c. HIPAA Data You agree not to process any HIPAA Data in the Software unless you have entered into a BAA with us. “Unless a BAA is in place and you have Managing Member approval, we will have no liability under these Terms for HIPAA Data, notwithstanding anything to the contrary in these terms or in HIPAA or any similar federal or state laws, rules or regulations. If you are permitted to process HIPAA Data in the Software, then you may process HIPAA Data in the Software only by providing it as Data. Upon mutual execution of the BAA, the BAA is incorporated by reference into these Terms.

13. Confidentiality. Axis’ methods, algorithms, storage procedures, data models, and other proprietary techniques we employ to process and migrate data are confidential and considered our intellectual property. In addition, we may obtain data from third-party sources to enhance and enrich our Software, which may be subject to confidentiality obligations or restrictions on disclosure.  You are responsible for implementing reasonable security measures to protect the confidentiality of the Software, and any data and materials to prevent unauthorized access, use, or disclosure. In the event of any actual or suspected breach of confidentiality, you must promptly notify us at infosec@axisgroup.com and contracts@axisgroup.com and fully cooperate with us in investigating and remedying the breach. You are responsible for implementing reasonable security measures to protect the confidentiality of the Software, data and materials to prevent unauthorized access, use, or disclosure. In the event of any actual or suspected breach of confidentiality, you must promptly notify us at contracts@axisgroup.com and infosec@axisgroup.com and fully cooperate with us in investigating and remedying the breach. By using our Software, you agree to treat all information, data, and materials provided to you as confidential and to use them solely for the purposes authorized by these Terms. You must not disclose, share, or distribute any such confidential information or materials to any unauthorized third parties, nor use them for any purpose other than as expressly permitted under these Terms and any applicable Order. Unauthorized sharing or distribution of our data or services can cause significant harm to our business and may result in legal action against you for breach of contract, misappropriation of trade secrets, or other remedies available under applicable law. In the event of a breach of these Terms by you, substantial injury could result to Axis and money damages will not be a sufficient remedy for such breach.  Therefore, in the event that you engage in, or threaten to engage in any act which violates any provision of these Terms, Axis shall be entitled, in addition to all other remedies which may be available to it under law, to seek injunctive relief (including, without limitation, temporary restraining orders, or preliminary or permanent injunctions) and specific enforcement of these Terms.  Axis shall not be required to show proof of actual damages or post a bond or other security in connection with the granting of any such relief.  Axis is entitled to recoup all costs and expenses incurred in connection with the forgoing breach, including reasonable legal fees. This confidentiality obligation shall survive the termination or expiration of these Terms and shall continue in effect for as long as the information or materials remain confidential or proprietary.

14. Governing Law. These Terms shall be governed by and construed in accordance with the laws of Georgia, USA excluding its conflicts of law principles. Any disputes arising out of or in connection with these Terms, including any questions regarding its existence, validity, or termination, shall be resolved through good faith negotiations between the Parties. In the event that a resolution cannot be reached amicably within 30 days from the initiation of discussions, the parties agree to submit to the exclusive jurisdiction of the courts of Fulton County, Georgia, USA for the purpose of litigating any such dispute. Each party hereby irrevocably consents to the personal jurisdiction of such courts and waives any objections based on venue or inconvenient forum.  The parties expressly agree that the United Nations Convention on Contracts for the International Sale of Goods (“CISG”) shall not apply to these Terms or to any dispute arising out of or relating to it.  This section shall survive the termination or expiration of these Terms.

15. Service Interruptions.  In the event of a service interruption, we will promptly notify you with the specifics of the situation so you can adjust accordingly. We will use commercially reasonable efforts to correct the Software or resolve the issue as soon as possible. However, we do not guarantee that we will be able to prevent all service interruptions. We are not liable for any damages, losses, or liabilities resulting from Software interruptions, including consequential damages.

16. DISCLAIMERS.  Without limiting the foregoing, the Software and all other features offered via the Software, are provided to You “AS IS” and “AS AVAILABLE” without warranty of any kind, either express or implied (by common law or statute), including but not limited to, merchantability, fitness for a particular purpose, title, or non-infringement and hereby excluded to the fullest extent permitted by law.  The foregoing shall apply even if Axis was advised of the possibility of such damage.  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 Software will be uninterrupted, secure or error free or that your use of the Software will meet your expectations, or that the Software, or any portion thereof, is correct, accurate, or reliable. Axis reserves the right to change any part of the Software at any time without notice.  This section shall survive the termination of these Terms and any applicable order hereunder.

17. 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 ARISING OUT OF YOUR ACCESS TO OR USE OF THE SOFTWARE OR ARISING OUT OF ANY ACTION TAKEN IN RESPONSE TO OR AS A RESULT OF ANY MATERIALS OR OTHER INFORMATION AVAILABLE IN THE SOFTWARE, 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 SOFTWARE. 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 SOFTWARE 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.  IN THE CASE OF “DATA PROTECTION CLAIMS,” EACH PARTY’S AND ITS AFFILIATES’ TOTAL LIABILITY TO THE OTHER PARTY AND ITS AFFILIATES FOR ALL CLAIMS IN THE AGGREGATE (FOR DAMAGES OR LIABILITY OF ANY TYPE) SHALL NOT EXCEED TWO TIMES (2X) THE AMOUNT ACTUALLY PAID OR PAYABLE TO AXIS IN THE PRIOR TWELVE (12) MONTHS UNDER THE APPLICABLE ORDER(S) OR SOW TO WHICH SUCH LIABILITY RELATES (“DATA PROTECTION CLAIMS CAP”). YOU SHALL TAKE ALL REASONABLE MEASURES TO AVOID AND REDUCE DAMAGES, IN PARTICULAR, TO MAKE BACK-UP COPIES OF DATA ON A REGULAR BASIS AND TO CARRY OUT SECURITY CHECKS FOR THE PURPOSE OF DEFENDING OR DETECTING VIRUSES AND OTHER DISRUPTIVE PROGRAMS WITHIN YOUR IT SYSTEM. THIS SECTION SHALL SURVIVE TERMINATION OF THESE TERMS AND ANY APPLICABLE ORDERS HEREUNDER.

18. INDEMNIFICATION.

AXIS  AND ITS AFFILIATES, DIRECTORS, OFFICERS, SHAREHOLDERS, EMPLOYEES, AGENTS AND CONTROLLING PERSONS SHOULD INCUR ANY LIABILITY TO A THIRD PARTY ARISING OUT OF OR IN ANY WAY RELATED TO (A) YOUR BREACH OF THESE TERMS, (B) YOUR USE OF THE SOFTWARE, YOU AGREE TO INDEMNIFY AND HOLD AXIS AND ITS DIRECTORS, OFFICERS, AGENTS, AND EMPLOYEES FREE AND HARMLESS FROM ANY SUCH LIABILITY, AND FROM ALL LOSS, CLAIMS, COSTS, DEMANDS, DEBTS AND CAUSES OF ACTION IN CONNECTION THEREWITH, INCLUDING REASONABLE ATTORNEY'S FEES AND EXPENSES.  THIS SECTION SHALL SURVIVE TERMINATION OF THESE TERMS AND ANY APPLICABLE ORDERS HEREUNDER.

19. Third-Party Components. In addition to the Axis content, Axis may provide third party materials as part of the Software. Axis shall have no responsibility or liability with respect to your use of such third-party materials and makes no representation or warranty about those materials. The Software includes certain open-source components that are subject to open source licenses (“Open Source Software”), in which case, the embedded Open Source Software is owned by a third party. The Open Source Software is not subject to the terms and conditions of these Terms. Instead, each item of Open Source Software is licensed under its applicable license terms which accompanies such Open Source Software. Nothing in These terms limits your rights under, nor grants you rights that supersede, the terms and conditions of any applicable license terms for the Open Source Software. Any fees charged by Axis in connection with the Software, do not apply to the Open Source Software for which fees may not be charged under the applicable license terms.

20. 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.

21. Changes to these Terms. From time to time, Axis may revise these Terms. When changes are made, Axis will update the Terms available at https://www.axisgroup.com/legal/vortex-terms, and will also update the “Last Updated” date above. Any changes to the Terms will be effective immediately for new users of the Software and will be effective thirty (30) days after posting notice of such changes for existing users. Your use of the Software 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 Software. Continued use of the Software constitutes your agreement to these Terms as in effect.

22. 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. In the event of a conflict between these Terms and an underlying Order, these Terms shall control unless, in Axis' sole discretion, it determines to apply the terms and conditions of any applicable Order.

23. Force Majeure. Axis will not be responsible for any delay or failure in its performance of any obligation under these Terms due to causes beyond its reasonable control.

24. Relationship. Nothing in these Terms will be construed to create a partnership, joint venture, agency, or other relationship. Neither party has any right or authority to assume or create any obligation of any kind, express or implied, in the other party’s name or on its behalf. There are no third-party beneficiaries to these Terms.

25. Publicity. Axis may identify you as our Client to other clients or prospective clients, including for purposes of facilitating client-controlled data sharing hereunder. Without limiting the foregoing, we may use and display your name, logo, trademarks, and service marks on our website and in our marketing materials in connection with identifying you as a client. Upon your written request, we will promptly remove any such marks from our website and, to the extent commercially feasible, our marketing materials.

26. Contact Us.  If you have any questions about these Terms or the Software, please contact us at contracts@axisgroup.com.

27. Definitions. 
“Account” means Client’s account in the applicable Service in which Client stores and processes Client Data.

“Affiliate” means an entity that, directly or indirectly, owns or controls, is owned or is controlled by, or is under common ownership or control with a party. As used in this definition, “control” means the power to direct the management or affairs of an entity and “ownership” means the beneficial ownership of more than fifty percent (50%) of the voting equity securities or other equivalent voting interests of an entity.

“BAA” means a business associate agreement governing the parties’ respective obligations with respect to any HIPAA Data processed by Client in the Service in accordance with the terms of this Agreement.

“Change Order” means a change order or amendment to an SOW that is agreed to and signed in writing by both parties with respect to any Technical Services to be performed hereunder.

“Confidential Information” means all information that is identified as confidential at the time of disclosure by the Disclosing Party or reasonably should be known by the Receiving Party to be confidential or proprietary due to the nature of the information disclosed and the circumstances surrounding the disclosure. All Client Data will be deemed Confidential Information of you without any marking or further designation. All Axis Software and these Terms will be deemed Confidential Information of us without any marking or further designation. Confidential Information shall not, however, include information that the Receiving Party can demonstrate: (a) was rightfully in its possession or known to it prior to receipt of the Confidential Information; (b) is or has become public knowledge through no fault of the Receiving Party; (c) is rightfully obtained by the Receiving Party from a third party without breach of any confidentiality obligation; or (d) is independently developed by employees of the Receiving Party.

“Contractor” means Client’s and its Affiliates’ independent contractors and consultants.

“Client Data” means any data or data files of any type that are uploaded by or on behalf of Client for storage or processing in the Service.

“Client Materials” means any materials provided to Axis in connection with Technical Services.

Data Protection Claims Cap” is defined in Section 12 (Limitation of Remedies and Damages).

“Deliverables” means the guides, code (including SQL queries) or other deliverables that Axis provides to you in connection with Technical Services, but excludes any compilers, assemblers, interpreters or similar tools Axis may use to develop Deliverables.

“HIPAA” means the Health Insurance Portability and Accountability Act, as amended and supplemented.

“HIPAA Data” means any patient, medical or other protected health information regulated by HIPAA or any similar federal or state laws, rules or regulations.

“Order ” means the ordering document (and/or SOW, if applicable) governed by these Terms that is signed by us and you and specifies the Software procured by you.

“Software” executables, cloud and web services, and associated systems and materials, interactive analytics & reporting, provided, provisioned or linked in conjunction with these Terms and relationship with Axis.

“SOW” or “Statement of Work” means a statement of work mutually agreed by Client and Axis for the provision of Technical Services and that is governed by this Agreement.

“Technical Services” means any mutually agreed upon technical services performed by Axis under the terms of these Terms and any applicable Statement(s) of Work.

“Third Party Software” is any third-party, including Open Source or other Axis software that is made available to be used in connection with an Order.

“User” means the persons designated and granted access to the Service by or on behalf of you, including, as applicable, any of its and its Affiliates’ Contractors.

Ability to Accept Terms.  You affirm that you are more than 18 years of age, or an emancipated minor, or possess legal parental or guardian consent, and are fully able and competent to enter into the Terms, conditions, obligations, affirmations, representations, and warranties set forth in the Terms of Use, and to abide by and comply with these Terms.  These Terms constitute the legal, valid and binding obligation of each party, enforceable against it in accordance with its terms; and the individual signing this Agreement on behalf of one of the parties has full power and authority to so bind such party. 
  
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