TERMS OF USE FOR AXOSNET CLOUD SOLUTIONS (User Agreement)

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1. Axosnet Information

Axosnet Ltd. Co, 21 Waterway Avenue, Suite 300, The Woodlands, Texas, 77380, USA, together with its subsidiaries (collectively "Axosnet") have created, own, and operate multiple Cloud Solutions, (referred to hereunder as an “Axosnet Cloud Solutions” or “ACS” ) through the web site https://acs.axosnet.com (“ACS Site”). ACS Site allows users to access, based on their entity subscriptions, a variety of Solutions as described in http://help.axosnet.com.

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2. Acceptance of the User Agreement

The following agreement is required of any individual who uses any of Axosnet Cloud Solutions. If you do not agree to this User Agreement, do not use our Service. 

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By registering to use, or using, our Service, you (1) agree to the following terms and conditions of this user agreement (the “User Agreement”), and (2) represent and warrant that you are authorized by the company, entity or organization identified as the Account holder (“Company”) to use their assigned login as a named user (“User”).

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Axosnet reserves the right to modify or replace this User Agreement at any time and in Axosnet’s sole discretion. Axosnet will indicate at the User Agreement the date such document was last updated. Any changes will be effective immediately upon posting the revised version on Axosnet´s Site (or such later effective date as may be indicated at the top of the revised User Agreement). Your continued use of Axosnet Cloud Solutions following the posting of any changes to this User Agreement will constitute your acceptance of such changes. If you do not agree to the changes, you must stop using the Service. In addition, Axosnet may provide other methods by which you may accept this User Agreement or changes to this User Agreement. 

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3. Requirements to Use Axosnet Cloud Solutions

a) The Company must sign a Master Subscription Agreement (“MSA”) with Axosnet, and all transactions carried out through an Axosnet Cloud Solutions will be subject to the MSA held in by a Company and Axosnet and in this Terms of Use, with the Users of the Company.

 

b) Once the Company is registered, Axosnet will grant access for the Administrator User of the Company, who will be in charge of registering the rest of the Users of the Company (“Account”)who will use the Axosnet Cloud Solutions subscription acquired.

 

4. Grant of Rights; Ownership; Use Restrictions.

a) Grant of Rights.  Subject to the terms of this User Agreement: (a) Axosnet hereby grants you a non-exclusive, non-transferable, worldwide right during the term of the MSA to access and use an Axosnet Cloud Solutions and to use the content delivered to you through Axosnet Cloud Solutions, solely for the Company’s internal business or commercial purposes as contemplated by the MSA and this User Agreement; and (b) you hereby grant Axosnet and its service providers, a non-exclusive, worldwide right (i) to use, modify, display, distribute and create new material using your Content as necessary to provide the services in Axosnet Cloud Solutions, and (ii) to create and use aggregated or anonymized forms of your Content that do not identify Company, you or any other users of an Account (“Aggregated Content”) for Axosnet’s business purposes.  By submitting Content, you automatically agree, or promise that the owner of such Content has expressly agreed that, without any particular time limit, and without the payment of any fees, Axosnet may use the Content as necessary to provide the service of Axosnet Cloud Solutions.

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Axosnet communicates that the Company may configure the Account Profile, which optionally includes uploading the Company's logo, through the Administrator User. By updating the Profile of your account and including an image, the rest of the authorized Users of the Company will be able to see it. Axosnet will not be responsible in any case for the use made of the image that has been saved in the Account Profile. The Company will be solely responsible for whether or not the Administrator User uses this account personalization function; In case the Company does not want to use this function of the Account Profile, Axosnet logo will appear by automatic configuration.

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b) Ownership.  Subject to the rights granted to you above, Axosnet and its licensors and suppliers own and retain all right, title, and interest in and to the following (collectively, “Axosnet Property”):  (a) the Axosnet Cloud Solutions, the Site, and all other software, hardware, technology, documentation, content and information provided by Axosnet in connection with the subscriptions; (b) all Aggregated Content; (c) all ideas, know-how, and techniques that may be developed, conceived, or invented by Axosnet during its performance under this User Agreement; and (d) all worldwide patent, copyright, trade secret, trademark and other intellectual property rights in and to the property described in clauses (a), (b) and (c) above.  Subject to the rights granted to Axosnet above, you or the Company owns and retains all right, title, and interest in and to the Content and all intellectual property rights therein.

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c) Restrictions.  Except as expressly permitted under this User Agreement, you shall not directly or indirectly do any of the following:  (a) access, use, sell, distribute, sublicense, broadcast, or commercially exploit any Axosnet Property or any rights under the User Agreement, including without limitation any access or use of any Axosnet Property on a service bureau basis or for any Company processing services (such as for any third parties on a rental or sharing basis); (b) introduce any infringing, obscene, libelous, or otherwise unlawful data or material into the Service; (c) copy, modify, or prepare derivative works based on Axonset Property, including without limitation any Java applets associated with the Service; (d) reverse engineer, decompile, disassemble, or attempt to derive source code from any Axosnet Property; or (e) remove, obscure, or alter any intellectual property right or confidentiality notices or legends appearing in or on any aspect of any Axosnet Property.

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5. Permissible Use of Axosnet Websites and Content

You may not copy, modify, distribute, transmit, display, perform, publish, license, create derivative works from, transfer, rent, lease, or sell Axosnet Cloud Solutions service or Content, or User Content.

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You may, however, download, store, and display on your computer or other electronic device, solely to view, listen to, play and print Axosnet Materials and User Content; provided that: (a) the Axosnet Materials and User Content may only be used for informational, non-commercial purposes and will not be copied or posted on any computer network, or otherwise published, broadcast, or distributed in any manner or media; and (b) the Axosnet Materials and User Content may not be modified or altered in any way, including any copyright notices.

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You may not use the Axosnet’s Site (ACS) in any manner that could damage, disable, overburden, or impair any Axosnet service, server, or the network(s) connected to any Axosnet service, server, or interfere with any other party's use and enjoyment of any Axosnet’s Sitem (ACS). You may not attempt to gain unauthorized access to any Axosnet’s Site (ACS), other accounts, computer systems or networks connected to any Axosnet server, through hacking, password mining or any other means. You may not obtain or attempt to obtain any materials or information through any means not intentionally made available through the Axosnet’s Site (ACS).

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You agree not to use an Axosnet’s Site (ACS) to:

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• publish, upload, post, email, transmit or otherwise make available any User Content that (a) You do not have the right to make available (b) is unlawful, harmful, vulgar, obscene, hateful, or racially, ethnically or otherwise objectionable; (c) infringes any Intellectual Property Rights of any party, (d) includes any unsolicited or unauthorized advertising, promotional materials, surveys, junk mail, spamming, chain letters, or any other form of solicitation, commercial or otherwise, or (e) contains a software virus, Trojan horse, worm, time bomb, cancelbot, corrupted file, or any other computer file or software designed to interrupt, destroy, damage or limit the functionality of any computer hardware, software or other property;

• defame, harass, abuse, stalk, threaten or violate the legal rights of others such as rights of privacy and publicity or business integrity;

• impersonate any person or entity, including, but not limited to, an Axosnet official, Axosnet employee, or any other third party, or falsely state or otherwise misrepresent Your affiliation with a person or entity;

• forge email headers or otherwise manipulate identifiers in order to disguise the origin of any User Content transmitted through the Axosnet’s Site (ACS);

• download any file or User Content posted by another user that You know, or reasonably should know, should not be legally reproduced, displayed, performed and/or distributed in such manner;

• interfere with or disrupt the service, servers, or networks which support the Axosnet’s Site (ACS), or disobey any requirements, procedures, policies or regulations of networks connected to the Axosnet’s Site (ACS);

• violate any applicable local, state, national or international law and any regulations;

• harvest, collect, or store personal information or data of other users.

 

6. Security and Data Protection

Axosnet will use all the necessary measures approved by the industry, to keep the Company's information protected, as well as the personal data to which it may have access.

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The Company may consult the Axosnet Security Guide and the Axosnet Privacy Guide within Axosnet CS. These documents will be constantly updated in accordance with the best practices of Axosnet and the Industry, such as ISO27001.[1] 

 

7. Term and Termination

a) Term.  The term of this User Agreement will commence when you register to use, or first begin using, the Service and will continue until terminated in accordance with the MSA. Axosnet reserves the right to terminate this User Agreement at any time, with a cause, immediately upon written notice (which may be by email) or by terminating an Account or your user access to an Account or the Service and redirecting login attempts to a notice regarding such termination.  You agree that this User Agreement will automatically terminate upon the cancellation of the Account or your access to the Account, and that the Company may cancel your access to the Account at any time with or without notice to you.  If the Company is registered for a free limited-time trial and has not been upgraded to a paid subscription, the Account will be cancelled and this User Agreement will automatically terminate upon the end of the limited period of time we specified for free trial use on the Axosnet’s Site (ACS). 

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b) Effect of Termination.  Upon termination of this User Agreement, all rights granted to you under this User Agreement shall immediately terminate, including the right to access and use any Axosnet Cloud Solutions. Termination of this User Agreement shall not be construed to waive or release any claim that a party is entitled to assert at the time of such termination, and the applicable provisions of this User Agreement shall continue to apply to such claim until it is resolved.

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8. Axosnet Contact

We make available to our Clients and Users an online help service http://support.axosnet.com  so that they can contact Axosnet in case of any doubt related to the information contained in or related to Axosnet Cloud Solutions.

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9. Responsibility fo Content and Links

AXOSNET IS ONLY RESPONSIBLE OR LIABLE FOR THE CONTENT POSTED ON AXOSNET’S SITE (ACS) TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOUR USE OF CONTENT SHALL BE AT YOUR OWN RISK. Any Content, whether publicly posted or privately transmitted, is the sole responsibility of the person or entity providing the Content. Axosnet does not represent or endorse the accuracy, reliability, completeness, usefulness, non-infringement of intellectual property rights, or quality of any Content provided by third parties on the Axosnet’s Site. Axosnet may remove any Content posted on the Axosnet’s Site at Axosnet’s sole discretion, but, if You believe that material that You hold the copyright on is being infringed upon on any Axosnet’s Site, please notify Axosnet through the online help service stated in section 8 of the present Terms of Use.

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Axosnet’s Site (ACS) may contain links to external websites. Axosnet shall not be responsible for the contents of any linked website, or any changes or updates to such websites. Additionally, Axosnet shall not be directly or indirectly responsible or liable for any damage or loss caused or alleged to be caused by or in connection with Your use of or reliance on any software, content, goods or services available on or through any such linked websites. Axosnet does not control and/or review the linked web-pages and the information provided by third parties.

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10. Indemnity

You agree to indemnify and hold Axosnet, its affiliates, subsidiaries, officers, agents, partners, employees, and licensors harmless from any claim or demand, including reasonable attorney’s fees, made by any third party due to or arising out of Your User Content or Your usage of the Axosnet’s Site (ACS), Your breach of this Users Agreement, any additional legal terms, or Axosnet’s Privacy Statement, Your unauthorized use of any Axosnet-owned Intellectual Property, or Your alleged violation of any other rights of a third party.

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11. Limitation of Liability

Axosnet will not be liable or responsible in any way for any User Content posted on or linked from an Axosnet’s Site (ACS), including, but not limited to, any errors or omissions in Content, or for any losses or damage of any kind incurred as a result of the use of or reliance on any Content or other material accessed on or through any Axosnet’s Site (ACS) and made available by a third party.

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TO THE EXTENT ALLOWABLE BY APPLICABLE LAW, AXOSNET AND ITS AFFILIATES, SUBSIDIARIES, OFFICERS, EMPLOYEES, AGENTS, PARTNERS, AND LICENSORS ARE NOT LIABLE TO ANY USER FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, REVENUE, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES (EVEN IF AXOSNET HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), HOWEVER CAUSED, WHETHER IN CONTRACT, TORT, OR OTHERWISE, ARISING OUT OF OR RESULTING FROM: (i) THE USE OR THE INABILITY TO USE AN AXOSNET´S SITE OR AXOSNET SOFTWARE; (ii) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES ARISING OUT OF YOUR USE OR INABILITY TO USE ANY AXOSNET SOFTWARE OR SERVICES PURCHASED OR OBTAINED DURING TRANSACTIONS CONDUCTED ON AN AXOSNET´S SITE (ACS); (iii) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (iv) STATEMENTS, MESSAGES, OR CONDUCT OF ANY THIRD PARTY ON THE AXOSNET´S SITE; OR (v) ANY OTHER MATTER RELATING TO AN AXOSNET´S SITE OR AXOSNET MATERIALS. NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, THESE LIMITATIONS SHALL NOT APPLY IN CASE OF INTENT OR GROSS NEGLIGENCE BY AXOSNET AND IN CASE OF AXOSNET´S STATUTORY LIABILITY FOR PERSONAL INJURY AND DEFECTIVE PRODUCTS.

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IN ALL OTHER CASES, NEITHER AXOSNET NOR ITS AFFILIATES, SUBSIDIARIES, EMPLOYEES, AGENTS AND SUBCONTRACTORS SHALL BE LIABLE FOR ANY KIND OF DAMAGES OR CLAIMS HEREUNDER.

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12. Waiver and Severability

The failure of Axosnet to exercise or enforce any right or provision of this Users Agreement shall not constitute a waiver of such right or provision. To the extent that any provision in this Users Agreement shall be found to be invalid or unenforceable, such provision shall be modified in such a manner so as to make this Users Agreement as modified, legal and enforceable under applicable laws and the balance of the provisions of this Users Agreement shall not be affected thereby.

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13. Entire Agreement

The MSA and the Users Agreement represents the entire arrangement between the Parties in respect of its subject matter and supersedes all prior agreements, understandings or arrangements (both oral and written) relating to its subject matter.

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Revised and posted as of January 31, 2022.