This Subscription Services Agreement (“Agreement”) is a legal Agreement between you as a business on the one side and on the other side AXIS, (called “AXIS” or “we” in this Agreement) which governs your use of the Service (as defined below).
AXIS and/or its affiliates and licensors owns the Axis service, which is a website and a mobile app available from the website www.Axis.com, as well as all related documentation, software and any available updates, new versions and upgrades, if any (hereinafter referred to as the “Service”), or has the rights to license the use of the Service, and is willing to grant to you a limited license to access and use such Service on the following terms.
This Agreement is applicable to “Owners”, who manage and run a team connected to an account, such team is hereinafter called an “organization”; and “Members” who are invited to join an existing organization that has already been created in the Service by an Owner. The term “you” encompasses all users, including Owners and Members. If you, who have agreed to be bound by the terms of this Agreement, invite other persons to use the Service, you shall be fully responsible, to the extent permitted by law, for the other people’s use of the Service and shall advise them of the terms and conditions in this Agreement and that they by using the Service are agreeing to be bound by this Agreement. Further, by accepting this Agreement you acknowledge and agree that the terms of this Agreement will apply not only to the current organization you are signing up for, but also to every new organization(s) you’re being part of. Anyone who is entering into this Agreement on behalf of a company or other legal entity, you represent that you have the authority to bind such entity and its affiliates to these terms and conditions, in which case the terms “you” and “your” shall refer to such entity. If you do not have such authority, or if you do not agree with the terms and conditions of this Agreement, you must not accept this Agreement and may not use the Service. You further represent and warrant that you are over the age of 18, or the legal age of majority in your jurisdiction of residence.
When you register a new account you will identify an Owner’s username and password for your account. After you have created an account, you may create one or several organization(s), run by one or more Owner(s), and your account will be automatically added to that organization. You may then invite additional users to become Members under your organization. When you invite others to participate, you will determine their role and level of access. The total number of users is limited to the maximum number permitted for your organization (if any such limitations apply). You are responsible for maintaining the confidentiality of the access data for your account and you are responsible for all activities that occur under your account and/or organization, regardless of whether the activities are undertaken by you, your employees or a third party (including your contractors or agents) and, except to the extent caused by our breach of this Agreement, AXIS is not responsible for unauthorized access to your account and/or organization. You must notify AXIS immediately of any unauthorized use of your account and/or organization or loss of information. You agree to keep all information on or relating to your account and/or organization complete, accurate and up to date (including without limitation any payment and contact information).
AXIS reserves the right to update and change the Agreement from time to time. Notice of any material change will be posted on AXIS’s website. If any change in the Agreement is not acceptable to you, your only remedy is to stop using the Service. If you use the Service after the revised Agreement has become effective, this will constitute an acceptance of the revised Agreement.
AXIS grants you a non-exclusive, non-sub licensable and non-transferable right to access and use the Service during the term of the Agreement and in accordance with the terms and conditions of the Agreement. You acknowledge that we may at any time make changes to the Service or any feature or functionality thereof, and unless explicitly stated otherwise, any new features of the Service, including the release of new tools and resources, shall be subject to this Agreement. Any changes which we consider to be substantial will be posted on our website.
While using the Service, you and your organization may submit certain information, documentation, material and other data to AXIS (“Organization Data”). Such Organization Data is the sole property of the Owners, the organization or the individual Members (as applicable). You hereby grant AXIS a royalty free, worldwide, non-exclusive license to use, process, access, modify, display, copy and store Organization Data in order to provide the Service to you and enable you to share the Organization Data or interact with other people, to distribute and publicly perform and display Organization Data as you direct or enable through the Service.
AXIS has the right to use the Organization Data to fulfil its obligations towards the Owners under the Agreement, including without limitation, to administrate the Members’ accounts, provide the Service and any support to the Members. AXIS may also track the organizations’ and Member’s use of AXIS and use the Organization Data for development of AXIS’s services and products.
AXIS agrees during the term of the Agreement to implement reasonable security measures to protect the Organization Data and will, at a minimum, utilize industry standard security procedures.
In this Agreement the terms “personal data”, “processing”, “controller” and “processor” shall have the meanings ascribed to them in the General Data Protection Regulation (EU) 2016/679 . Both parties are responsible for acting in compliance with their respective obligations as a controller or a processor under the data protection legislation applicable to them.
AXIS will process such data, which is submitted by you when using the Services, and for which you are the controller, in accordance with your instructions (see also section 4 below). Any additional costs, which arise as a result of such instructions, shall be borne by you.
You acknowledge and agree that the Service may require data to be transferred to a country outside of your country and/or outside of Asia, unless otherwise explicitly agreed.
AXIS will disclose confidential information only to those employees or agents who are required to access it in furtherance of this Agreement and who are required to protect it against unauthorized disclosure. AXIS will further disclose confidential information to third parties or to your employees, consultants and agents, if it is required to do so by applicable mandatory law, regulation or a legal process.
You consent to AXIS subcontracting the processing of your data in accordance with this Agreement. Upon request by you, AXIS shall inform you of the name(s) of the subcontractor(s) AXIS is using and what kind of service the subcontractor performs. AXIS shall ensure that each subcontractor undertakes the same responsibilities with regard to the processing of your personal data, as AXIS has done under this Agreement. As we continue to develop our business, we may sell, buy, merge or partner with other companies or businesses, or sell some or all of our assets. In such transactions, user information may be among the transferred assets.
To the extent AXIS processes personal data in capacity of data processor on your organization’s behalf (we mainly use your data to provide you with the Service), the following shall apply unless otherwise agreed between the parties:
Nevertheless, when AXIS operates as a processor of personal data, AXIS shall, to the extent legally permitted, promptly notify you if AXIS receives a request from a data subject to exercise the data subject's right of access, right to rectification, restriction of processing, erasure ("right to be forgotten"), data portability or objection to processing ("Data Subject Request"). Taking into account the nature of the processing, AXIS shall assist you, insofar as is possible, in the fulfilment of your obligation to respond to a Data Subject Request. In addition, to the extent you, in your use of the Service, do not have the ability to address a Data Subject Request, AXIS shall upon your written request provide commercially reasonable efforts to assist you in responding to such Data Subject Request, to the extent AXIS is legally permitted to do so and the response to such Data Subject Request is required under applicable laws. To the extent legally permitted, you shall be responsible for any costs arising from AXIS's provision of such assistance. Please note that AXIS may not be able to fulfill a Data Subject Request where to do so would violate laws applicable to AXIS, would interfere with AXIS's ability to meet legal obligations or protect its rights or those of a third party, or would prevent AXIS from continuing to process Personal Data where it has a legitimate interest in doing so. You further acknowledge and agree that upon request from your employees, consultants and agents we may be obliged according to law to delete personal data related to the data subject in question. In the unlikely event this happens, we will inform you before we do.
If you are accessing the Service via an application obtained through the Apple App Store (an “Application”), the following shall apply:
If you are a new customer, you may use the Service for free during the fixed free trial period, the length of which will be specified on www.Axis.com as updated from time to time. After the free trial period has elapsed you will have to either stop using the Service or start paying for your organization under a payment plan. By upgrading to a payment plan, you agree to pay in advance the amount due for each subscription period based on your usage. Our current pricing and available subscription period is found on our official website, as well as specific details on what features are included in the different levels of payment plans. Your payment plan will remain in effect until it’s cancelled or terminated under this Agreement. If you don’t pay for your payment plan on time, we will have the right, in our own discretion, to terminate your account and this Agreement with immediate effect. Further, we may offer certain users to participate in a payment plan free of charge, provided the Services will be used by the users solely for educational and other non-commercial purposes, as defined on www.Axis.com as updated from time to time (an “Educational License”). If you accept such an offer, and upon AXIS’s request, you agree to participate in testing of the Services as organized by AXIS. Further, you agree to provide AXIS with comments, suggestions, information and other forms of feedback regarding the Services, and you hereby grant AXIS an unlimited license to use such feedback. The applicable terms for such Educational License will be specified by AXIS from time to time, but we reserve the right, in our absolute discretion, to determine your eligibility for an Educational License, and to withdraw or to modify an Educational License at any time without prior notice and without any liability. We offer different payment plans, as specified on www.Axis.com from time to time. You may at any time upgrade from one payment plan to another. In such case you will immediately be charged the full amount of the then-current rate for the new payment plan (and any auto-renewals thereof), as provided on www.Axis.com. You may at any time downgrade your plan level prior to the end of your subscription period. Please note however that you will not receive any refunds or credits for payments already due under your current billing cycle. If you need to increase your amount of users, you may do so by inviting new Member(s) to your organization. If the number of users increases, or, as applicable, exceeds the upper threshold of your current user batch, then AXIS will make a one-time, prorated charge to your credit card to cover your new user(s) or, as applicable, batch of users in your organization for the remainder of the current billing period, or send you an invoice of this amount. You may at any time decrease the number of users by excluding user(s) from your organization. If the number of users decreases or, as applicable, goes below the lower threshold of your current user batch, AXIS will stop charging you for those user(s) or, as applicable, that unused user batch as from the date when the change was made, and will add a pro-rated credit to the payment plan connected to your organization for the time you have already paid for this unused user or user batch. You will keep this credit until it has been fully used for purchase relating to your existing organization (e.g. renewal of the subscription or an upgrade) or until you change your payment plan. If you decrease the number of users, and you are paying against invoice, you will not receive any refunds or credits for payments already due under your current billing cycle. Upon selection of a payment plan you will provide AXIS with the necessary payment information, such as your billing address. You may apply to make payments against invoice instead of credit card, and we might grant you this right in our full discretion. If you pay against invoice, and unless otherwise agreed, we will invoice you at the beginning of the first subscription term and at the beginning of each subsequent billing period. Each billing period will elapse on the last date of one calendar month, which means that if you sign up for the Service in the middle of a month, the first billing period will be the number of month(s) normally covered by the billing period plus as many days as were remaining of the first calendar month, from the date you signed up. All fees for the Service are the net amount and exclusive of any taxes. You agree to pay (to us or the appropriate taxing authority) any and all taxes, duties and tariffs, including, without limitation, sales, excise, value added, use, withholding, import/export fees and similar charges related to this Agreement (other than taxes based on AXIS’s income). You agree to indemnify and hold harmless AXIS for any costs or damages resulting from your breach of your obligations under this section regarding applicable taxes and duties. We may revise our Service rates at any time, or impose additional fees or charges. If you are on a payment plan, we will do this by providing you with at least 30 days’ notice prior to the next charge. Unpaid fees are subject to a late fee charge of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is lower, plus all expenses of collection. All fees are stated in, and shall be paid in, the currency applicable for your country, as set out on www.Axis.com
AXIS will provide support and maintenance services for all paid versions of the Service. We strive to give you a first response for support queries within two business days from making your inquiry with our support team.
You may use and access the Service, directly or indirectly, only for lawful, authorized purposes and you shall not misuse the Service, directly or indirectly, in any manner. You shall comply with the terms of this Agreement and with any codes of conduct, policies, storage limitations or other notices AXIS provides to you or publishes in connection with the Service from time to time. You, and not AXIS, are entirely responsible for all content that you upload, post, transmit or otherwise make available through your account and/or organization. You agree NOT to, and may NOT cause or permit others to:
You are responsible for complying with all legal requirements, in the respect of law and order, including applicable intellectual property and privacy laws and regulations, relating to the collection, use, processing and transfer of any data or information submitted when using the Service. AXIS does not prescreen user content. However, you agree that we may access your information and that we shall have the right, but not the obligation, in our own discretion to refuse, modify, move or remove any content that is available via the Service and which violates this Agreement or is otherwise objectionable. You acknowledge and agree that AXIS may disclose user content if required to do so to comply with legal process or respond to claims that any user content violates the rights of third parties. AXIS may suspend your right to access or use any portion or all of the Service immediately upon notice to you if we determine your use of the Service poses a security risk to AXIS or any third party or if you are in breach of this Agreement.
All title and intellectual property rights in and to the Service, and in all trade names, trademarks and service marks associated or displayed with the Service, will remain with and belong exclusively to AXIS and its affiliates or licensors. You may not modify, copy, disassemble, reverse engineer, decompile or otherwise reduce to human readable form any software associated with the Service or access the Service in order to copy any ideas, features, content, functions or graphics or the Service. As between you and AXIS, you own all right, title, and interest in and to any data and content you upload, post, transmit or otherwise make available through the Service. You consent to AXIS’s use of your content, including but not limited to copying and creating derivative works, to the extent this is necessary to provide the Service to you. If you give AXIS any feedback or suggestions regarding the Service, you grant AXIS an unlimited, irrevocable, perpetual, worldwide, royalty-free license to use any such feedback or suggestions for any purpose without any obligation to you.
By virtue of this Agreement you may get access to information that is confidential, of both commercial and technical nature, including without limitation software code and designs, product specifications and documentation, business, marketing and product plans, or technology, and information whether disclosed verbally or visually that is of a nature or disclosed in a context that a reasonable person would understand to be confidential. You agree to hold such confidential information in confidence during the term of the Agreement and for a period of 10 years thereafter. Also, you will disclose confidential information only to those employees or agents who are required to access it in furtherance of this Agreement and who are obligated under written agreements to protect it against unauthorized disclosure. Your obligations of confidentiality under this Agreement will not apply to information which you can document or show by other admissible evidence (i) is in the public domain or known in the industry without the breach of any agreement or fiduciary duty or the violation of any law, (ii) was known to you prior to the time of disclosure without the breach of any agreement or fiduciary duty or the violation of any law, (iii) is proven by contemporaneous records to be independently developed by you without use or access to the Confidential Information.
"Third-Party Products" means non-embedded products and professional services that are provided by third parties which interoperate with or are used in connection with the Service. These products and services include non-Axis apps and other integrations available from Axis.com. Third-Party Products are not under our control. Third-Party Products are provided to you only as a convenience, and the availability of any Third-Party Site or Product does not mean we endorse, support or warranty the Third-Party Product.
This Agreement will commence on the date of you registering a new account and the term of the Agreement shall be as long as the payment plan you signed up for, with corresponding automatic renewal periods. Unless otherwise agreed, the initial term will be one (1) month (“Term”) and it will automatically renew for additional one (1) month’s Term at the then-current price for the Service, unless terminated by either party. Either party may at any time immediately terminate this Agreement: (a) in the event the other party has materially breached this Agreement which is not curable; or (b) in the event of any proceedings, voluntary or involuntary, in bankruptcy or insolvency by or against the other party; or in the event of the appointment, with or without the other party’s consent, of an assignee for the benefit of creditors, or of a receiver; or if the other party admits in writing its inability to pay its debts when due. In addition to the foregoing, you may at any time stop using the Service. Section 6 above sets forth how this will affect your payment obligations to AXIS. In addition, AXIS may at any time immediately terminate this Agreement and your access to the Service, or suspend or restrict your access to the Service, in whole or in part, if AXIS determines in its sole and exclusive judgment that terminating your access to the Services is advisable for security reasons, to protect AXIS from liability, or for the continued normal and efficient operation of the Service. AXIS will use its best efforts to notify you prior to any such suspension, restriction or termination, but will have no liability to you for failure to provide such notice. Immediately upon termination of this Agreement, all rights and licenses granted herein will terminate and you shall stop accessing or using the Service. You agree and acknowledge that AXIS has no obligation to retain your data and that your data may be deleted following the termination of this Agreement. Upon your request, AXIS shall be obliged to delete all your data, unless legally prohibited, and report to you in what way this has been done. In the event of termination you will not be entitled to any refunds of any usage fees or any other fees, and any outstanding payment obligations through the date of termination will be immediately due and payable. Any other provisions, which by their nature should survive termination or expiration of this Agreement, will so survive, including but not limited to sections 9, 10, 13, 14, 15, 16, 17 and 20.
You agree to indemnify, defend and hold harmless AXIS, its affiliates, officers, directors, employees, consultants, agents and suppliers from any and all third party claims, liability, damages and/or costs (including, but not limited to, attorneys’ fees) arising from your use of the Service or Third-Party Products or your violation of this Agreement. AXIS will, at its own expense, defend you against any claim brought against you by a third party alleging that your authorized use of the Service under this AGREEMENT infringes a third party’s intellectual property rights (a “Claim”), provided that AXIS have received from you: (a) prompt written notice of the Claim; (b) reasonable assistance in the defense and investigation of the claim, including providing us a copy of the claim and all relevant evidence in your possession, custody or control; and (c) the exclusive right to control and direct the investigation, defense, and settlement (if applicable) of the claim. If your use of the Service are found to infringe a third party’s intellectual property rights, AXIS, at its own expense, may either (i) obtain rights for you to continue using the Service, or (ii) modify the Service while maintaining substantially similar functionality, or (iii) terminate your right to continue using the Service and refund a pro-rated Service fee, set in relation to the remaining duration of your subscription. AXIS’s obligations under this section will not apply to any Claims arising out of, or resulting from: (i) any part of the Services not developed by AXIS; (ii) any modifications of the Service made by anyone other than AXIS if the alleged infringement relates to such modification, (iii) a combination of the Service with other software, products, services, processes or materials not provided by AXIS where the alleged infringement relates to such combination, (iv) your continued alleged infringing activity, after having been notified by AXIS that such activity is or may be infringing; (v) failing to use a more current release of the Service where such newer release would prevent, avoid or minimize the alleged infringement without significant loss of performance or functionality, (vi) use of the Service not strictly in accordance with this or any other written Agreement signed by an officer of AXIS, (vii) any “open source” software included in or used with the Service. THIS SECTION STATES AXIS’S SOLE LIABILITY AND YOUR EXCLUSIVE REMEDY FOR ANY INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS IN CONNECTION WITH ANY SERVICE PROVIDED BY AXIS UNDER THIS AGREEMENT.
THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT ANY WARRANTY OF ANY KIND WHATSOEVER. AXIS, ITS AFFILIATES AND LICENSORS DO NOT WARRANT THAT ANY SERVICE WILL SATISFY YOUR REQUIREMENTS, THAT ANY SERVICE IS WITHOUT DEFECT, ERROR OR WITHOUT DELAY, OR THAT THE OPERATION OF ANY SERVICE WILL BE UNINTERRUPTED. AXIS, ITS AFFILIATES AND LICENSORS DISCLAIM ANY AND ALL REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, MADE WITH RESPECT TO THE SERVICE, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INTERFERENCE, NON-INFRINGEMENT AND INFORMATION CONTENT. WE FURTHER DISCLAIM ALL LIABILITY WITH RESPECT TO THIRD-PARTY PRODUCTS THAT YOU USE.
AXIS DISCLAIMS AND REJECTS ANY LIABILITY TO YOU, OR ANY OTHER INDIVIDUAL OR ENTITY, FOR ANY CLAIM, LOSS, DAMAGE OR EXPENSE FOR INDIRECT, SPECIAL, CONSEQUENTIAL, PUNITIVE OR INCIDENTAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE SERVICE (INCLUDING, WITHOUT LIMITATION, LOST PROFITS, LOST COMPUTER USAGE TIME, AND DAMAGE TO, OR LOSS OF USE OF DATA). AXIS’S ENTIRE LIABILITY AND YOUR EXCLUSIVE REMEDY FOR DIRECT DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE SERVICE, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, IS LIMITED TO THE GREATER OF 10 USD OR THE AMOUNT ACTUALLY PAID BY YOU TO AXIS FOR THE PAST 3 MONTHS OF THE SERVICE IN QUESTION.
THE PROVISIONS OF SECTIONS 13, 14 AND 15 ALLOCATE THE RISKS UNDER THIS AGREEMENT BETWEEN THE PARTIES AND ARE AN INTRINSIC PART OF THE BARGAIN BETWEEN THE PARTIES. THE FEES PROVIDED FOR IN THIS AGREEMENT REFLECT THIS ALLOCATION OF RISKS AND THE LIMITATION OF LIABILITY AND SUCH LIMITATION SHALL APPLY NOTWITHSTANDING A FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDY AND TO THE FULLEST EXTENT PERMITTED BY LAW.
You acknowledge that the Service, or part thereof, may be subject to export and import restrictions by certain governments, and you agree to comply with all applicable export and import laws and regulations in your use of the Service.
The Service is a “commercial item” as that term is defined at FAR 2.101. If you are the US Federal Government (Government) Executive Agency (as defined in FAR 2.101), AXIS provides the Service, including any related software, technology, technical data, and/or professional services in accordance with the following: If acquired by or on behalf of any Executive Agency other than an agency within the Department of Defense (DoD), the Government acquires, in accordance with FAR 12.211 (Technical Data) and FAR 12.212 (Computer Software), only those rights in technical data and software customarily provided to the public as defined in this Agreement. If acquired by or on behalf of any Executive Agency within the DoD, the Government acquires, in accordance with DFARS 227.7202-3 (Rights in commercial computer software or commercial computer software documentation), only those rights in technical data and software customarily provided in this Agreement. In addition, DFARS 252.227-7015 (Technical Data – Commercial Items) applies to technical data acquired by DoD agencies. Any Federal Legislative or Judicial Agency shall obtain only those rights in technical data and software customarily provided to the public as defined in this Agreement. If any Federal Executive, Legislative, or Judicial Agency has a need for rights not conveyed under the terms described in this section, it must negotiate with AXIS to determine if there are acceptable terms for transferring such rights, and a mutually acceptable written addendum specifically conveying such rights must be included in any applicable contract or agreement to be effective. This U.S. Government Rights clause in this section is in lieu of, and supersedes, any other FAR, DFARS, or other clause, provision, or supplemental regulation that addresses Government rights in computer software or technical data under this Agreement.
You may not assign this Agreement in whole or in part without the prior consent from AXIS, which consent shall not be unreasonably withheld; provided you may assign this Agreement in the event of a merger, acquisition, or reorganization relating to all or substantially all of your assets. AXIS may assign this Agreement without any restrictions.
This Agreement is governed by the laws of UAE. Any dispute, controversy or claim arising out of or in connection with this contract, or the breach, termination or invalidity thereof, shall be finally settled by arbitration administered by the UAE Judiciary. The Rules for Expedited Arbitrations shall apply, unless the Judiciary in its discretion determines, taking into account the complexity of the case, the amount in dispute and other circumstances, that the Arbitration Rules shall apply. In the latter case, the Judiciary shall also decide whether the Tribunal shall be composed of one or three arbitrators. At least one of the arbitrators shall be a trial attorney with not less than 15 years’ experience in intellectual property and licensing. The seat of arbitration shall be Abu Dhabi, UAE, and the language to be used in the arbitral proceedings shall be English, unless the parties otherwise agree. ANY ARBITRATION UNDER THIS AGREEMENT WILL TAKE PLACE ON AN INDIVIDUAL BASIS; CLASS ARBITRATIONS AND CLASS ACTIONS AND PRIVATE ATTORNEY GENERAL ACTIONS ARE NOT PERMITTED. Notwithstanding the foregoing, AXIS shall be entitled, at its own discretion, to bring action before a competent court of law, with regard to payment of license fees and with regard to other claims.
You may submit personal data to the Services, the extent of which is determined and controlled by you and which may include, but is not limited to, personal data relating to the following categories of data subject:
The personal data transferred concern the following categories of data: Any personal data comprised in data which is submitted by you when using the Service.
You may submit personal data to AXIS through the Services, the extent of which is determined and controlled by you in compliance with applicable data protection law and which may concern the following special categories of data, if any: