**Terms of Use Agreement**

**Last Updated:** November 17, 2025

**1. Acceptance of Terms**

Welcome to AXO ("AXO", "we", "us", or "our"). By accessing or using our Software as a Service (SaaS) platform (the "Service"), you agree to comply with and be bound by these Terms of Use (the "Terms"). If you do not agree to these Terms, please do not use the Service. These Terms constitute a legally binding agreement between you and AXO.

**2. Access and Use of the Service**

2.1. **Eligibility**: You must be at least 18 years old to use the Service. By using the Service, you represent and warrant that you are 18 years of age or older and have the legal capacity to enter into these Terms.

2.2. **Registration**: To access certain features of the Service, you are required to register for an account. You agree to provide accurate, current, and complete information during the registration process and to update your information as necessary to keep it accurate, current, and complete.

2.3. **User Content**: You are responsible for any content, data, or materials you submit, upload, or transmit through the Service ("User Content"). You represent and warrant that you have all rights necessary to upload and use the User Content and that such content does not violate applicable laws or infringe upon the rights of any third party.

2.4. **Prohibited Activities**: You agree not to:
(a) use the Service for any illegal, fraudulent, or unauthorized purpose;
(b) attempt to gain unauthorized access to the Service, other user accounts, or our systems or networks;
(c) engage in any activity that disrupts, interferes with, or harms the integrity or performance of the Service;
(d) introduce viruses, malware, or other harmful code into the Service;
(e) reverse engineer, decompile, or attempt to extract the source code of the Service, except where expressly permitted by law.

2.5. **Account Security**: You are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account. You agree to notify us promptly of any unauthorized use of your account or any other breach of security.

**3. Subscription and Payment**

3.1. **Subscription Plans**: The Service may offer different subscription plans, each with its own pricing, features, and usage limits. You agree to pay the fees associated with your chosen subscription plan in accordance with the billing terms in effect at the time a fee or charge is due and payable.

3.2. **Payment Information**: You must provide accurate and up-to-date payment information. By providing payment information, you authorize us (and our third-party payment processors) to charge all applicable fees to your chosen payment method. Failure to pay fees when due may result in the suspension or termination of your access to the Service.

3.3. **Automatic Renewal**: Unless otherwise stated in your subscription plan, your subscription will automatically renew at the end of each billing period at the then-current rate. You can cancel your subscription at any time in accordance with our cancellation policy; cancellation will take effect at the end of the then-current billing period.

3.4. **Taxes**: Subscription fees are exclusive of any applicable taxes, duties, or levies. You are responsible for paying all such taxes associated with your purchase and use of the Service, excluding taxes based on our net income.

**4. Privacy and Data Security**

4.1. **Privacy Policy**: Your use of the Service is also governed by our Privacy Policy, which can be found in the footer below. By using the Service, you consent to the collection, use, and processing of your personal information in accordance with our Privacy Policy.

4.2. **Data Security**: We implement reasonable and appropriate technical and organizational measures designed to protect your data against accidental or unlawful destruction, loss, alteration, unauthorized disclosure, or access. However, you acknowledge that no online service can guarantee absolute security.

4.3. **Security Incidents / Hacking**: While we take reasonable steps to secure the Service, you understand and agree that we cannot guarantee that unauthorized third parties will never be able to defeat our security measures or use your data for improper purposes. To the fullest extent permitted by law, we are not liable for any damages resulting from a security incident, cyber-attack, hacking, or other unauthorized access that is not caused by our failure to apply commercially reasonable security measures or our intentional misconduct. Where required by law, we will notify you of any personal data breach without undue delay and will take reasonable steps to mitigate its effects.

4.4. **Data Storage and Backups**: The Service is not intended to function as your sole data backup or storage system. We may perform routine backups for operational purposes, but we do not guarantee that any particular data will be recoverable. You are solely responsible for maintaining separate copies and backups of your User Content and any other data you store in or through the Service.

4.5. **Customer Security Responsibilities**: You are responsible for implementing and maintaining appropriate security measures for your own systems, devices, networks, and User Content, including up-to-date antivirus software, firewalls, and access controls. We are not responsible for security incidents that result from your failure to implement such security measures or from vulnerabilities in systems or services outside of our reasonable control.

**5. Intellectual Property**

5.1. **Ownership**: All content and intellectual property associated with the Service, including but not limited to software, source code, user interfaces, design, trademarks, logos, and text, are owned by AXO or its licensors and are protected by applicable intellectual property laws.

5.2. **License**: Subject to your continued compliance with these Terms and timely payment of all applicable fees, we grant you a limited, non-exclusive, non-transferable, non-sublicensable license to access and use the Service for your internal business purposes only.

5.3. **Feedback**: If you provide us with any suggestions, ideas, or feedback regarding the Service ("Feedback"), you grant us a perpetual, irrevocable, worldwide, royalty-free license to use and incorporate such Feedback into the Service without any obligation to you.

**6. Service Availability, Changes and Updates**

6.1. **Availability and Downtime**: We aim to keep the Service available and operating properly, but the Service may be temporarily unavailable due to scheduled maintenance, emergency maintenance, upgrades, failures of third-party services, or other causes beyond our reasonable control. We do not guarantee uninterrupted or error-free operation of the Service.

6.2. **Service Changes**: We may, from time to time, modify, enhance, or discontinue parts of the Service, including features, functionality, or user interfaces. Where a change materially and adversely affects your use of the Service, we will use reasonable efforts to give you advance notice. Your continued use of the Service after such changes constitutes your acceptance of the modified Service.

6.3. **Software Updates**: You acknowledge and agree that we may automatically apply patches, bug fixes, updates, upgrades, and other modifications to the Service ("Updates"). These Updates may temporarily affect the availability or performance of the Service. To the fullest extent permitted by law, we are not liable for any loss or damage arising from or relating to the installation or use of Updates, except where such loss or damage is directly caused by our gross negligence or intentional misconduct.

6.4. **Data Loss**: To the fullest extent permitted by law, we are not responsible for any loss, corruption, or destruction of data arising from:
(a) your failure to maintain appropriate backups;
(b) your misuse of the Service;
(c) the actions or inactions of third-party service providers (including hosting, network, or payment providers); or
(d) events beyond our reasonable control (including but not limited to power failures, internet outages, or force majeure events).

**7. Termination**

7.1. **Termination by You**: You may terminate your subscription at any time in accordance with our cancellation policy. Unless otherwise stated, termination will be effective at the end of your current billing period, and you will not be entitled to a refund of fees already paid.

7.2. **Suspension or Termination by Us**: We reserve the right to suspend or terminate your access to the Service, in whole or in part, at our discretion, with or without notice, if:
(a) you violate these Terms;
(b) you fail to pay any fees when due;
(c) your use of the Service poses a security risk or may cause harm to us or others; or
(d) we are required to do so by law or by a court/authority order.

7.3. **Effect of Termination**: Upon termination of your access to the Service, your right to use the Service will immediately cease. We may, but are not obligated to, retain or delete your data in accordance with our data retention practices and applicable law. It is your responsibility to export any data you wish to retain prior to termination where practicable.

**8. Disclaimers and Limitation of Liability**

8.1. **Disclaimer of Warranties**: The Service is provided "as is" and "as available," without warranties of any kind, whether express, implied, or statutory, including but not limited to implied warranties of merchantability, fitness for a particular purpose, and non-infringement. We do not warrant that the Service will be uninterrupted, error-free, secure, or free from viruses or other harmful components, or that any defects will be corrected.

8.2. **Limitation of Liability**: To the fullest extent permitted by law, in no event shall AXO, its affiliates, officers, employees, agents, or licensors be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or any loss of profits, revenue, data, goodwill, or business opportunities, whether incurred directly or indirectly, arising out of or in connection with your use of or inability to use the Service, even if we have been advised of the possibility of such damages.

8.3. **Security and Data Loss**: Without limiting the foregoing, to the fullest extent permitted by law, we shall not be liable for any damages or losses arising from or related to:
(a) any unauthorized access to or use of our servers or any personal data or other information stored therein, unless caused by our failure to implement commercially reasonable security measures or by our intentional misconduct;
(b) any interruption or cessation of transmission to or from the Service;
(c) any bugs, viruses, trojan horses, or the like that may be transmitted to or through the Service by any third party; or
(d) any loss, corruption, or destruction of data not directly caused by our gross negligence or intentional misconduct.

8.4. **Cap on Liability**: To the fullest extent permitted by law, our total aggregate liability arising out of or relating to these Terms or your use of the Service shall not exceed the greater of (i) the amount you have paid to us for the Service in the three (3) months immediately preceding the event giving rise to the claim, or (ii) USD $500.

**9. Indemnification**

You agree to indemnify, defend, and hold harmless AXO, its affiliates, and their respective officers, directors, employees, and agents from and against any and all claims, liabilities, damages, losses, and expenses (including reasonable legal fees) arising out of or in connection with:
(a) your use of the Service;
(b) your violation of these Terms;
(c) your violation of any applicable law or regulation; or
(d) your User Content or any infringement, misappropriation, or violation of any third-party rights by you or your users.

**10. Changes to the Terms**

We may update or modify these Terms from time to time. If we make material changes, we will provide notice by posting the updated Terms within the Service and/or by other reasonable means. The "Last Updated" date at the top of these Terms will indicate when they were last revised. Your continued use of the Service after any changes become effective constitutes your acceptance of the revised Terms. If you do not agree to the updated Terms, you must stop using the Service.

**11. Miscellaneous**

11.1. **Governing Law**: These Terms shall be governed by and construed in accordance with the laws applicable in the jurisdiction in which AXO is established, without regard to its conflict of law principles.

11.2. **Entire Agreement**: These Terms, together with any applicable order forms or subscription terms and our Privacy Policy, constitute the entire agreement between you and AXO regarding your use of the Service and supersede any prior or contemporaneous agreements, communications, or understandings (whether oral or written) relating to the subject matter hereof.

11.3. **Severability**: If any provision of these Terms is held to be invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the remaining provisions will remain in full force and effect.

11.4. **No Waiver**: Our failure to enforce any right or provision of these Terms will not be deemed a waiver of such right or provision.

11.5. **Assignment**: You may not assign or transfer these Terms, by operation of law or otherwise, without our prior written consent. We may assign or transfer these Terms in our discretion without restriction.

**12. Contact Us**

If you have any questions about these Terms, please contact us via the link below or using the contact details provided here:

AXO
347 5th Ave, New York, NY 10016 USA
AXO.com

By using the Service, you acknowledge that you have read, understood, and agree to be bound by these Terms of Use.

**Effective Date:** November 17, 2025