Terms Of Use

 

Welcome to the Axsium Group website (the "Site"). Among other things, this Site is intended to (a) provide you with information about Axsium Group and our products and services, (b) allow access to license downloads, support, white papers, marketing materials and other content, (c) permit you to post and upload certain designated types of content and interact with us and others, and (d) provide you the opportunity to contact us directly.  References to “we” or “us” or “Axsium Group” herein refer to Axsium Group, Inc. and our affiliates, subsidiaries, service providers and designees as deemed appropriate by us.  For purposes of these Terms of Use, “Site” does not include any virtual community that we may host on your behalf.  To the extent that you or your organization acquires Axsium Group products or services under a separate agreement, your use of such products and services will be governed by such other agreement and not these Terms of Use.  Rather, these Terms of Use apply to your access and use of the Site only.

 

Compliance with Terms and Eligibility

By accessing this Site, you are agreeing to these Terms of Use, our Privacy Policy (found at http://www.axsiumgroup.com/Legal-PrivacyPolicy.html ) as well as other legal notices, terms and policies on this Site (together referred to as “Terms”), all of which are expressly incorporated herein by this reference.

 

You agree to use the Site only in accordance with the Terms, whether you are a “Visitor” (which means that you simply browse the Site) or you are a “Registrant” (which means you have registered with us on the Site). The term “User” means a “Visitor” or a “Registrant”. Please read and save all of the Terms. If you do not agree with the Terms, do not use this Site or any of its features. If you register to become a Registrant you will be required to indicate your acceptance to these Terms during the registration process.

 

Use of the Site and its features and registration to be a Registrant (“Registration”) is void where prohibited.  If you are under 18, you may use the Site only with involvement of a parent or guardian.

 

Amendment

 
We may amend or terminate any Terms at any time and such amendment or termination will be effective at the time we post the revised Terms on the Site. The date of the most recent update of these Terms of Use will be as set forth above.  Each time you use the Site you should visit and review the then current Terms that apply to your transactions and use of this Site. Your continued use of the Site after we have posted revised Terms signifies your acceptance of such revised Terms. If you are dissatisfied with the Site, its content or any Terms (including as modified), you agree that your sole and exclusive remedy is to discontinue using the Site. The Terms are the entire agreement between you and Axsium Group with respect to your use of the Site; provided that additional terms and conditions will apply with respect to your download and use of Axsium Group products and services.

 

Registration Information

 
By becoming a Registrant you represent and warrant that (a) all registration information you submit is truthful and accurate; and (b) you will maintain the accuracy of such information. Our collection and use of any information you provide to us in connection with your Registration is subject to the Terms including, without limitation, our Privacy Policy located at
http://www.axsiumgroup.com/Legal-PrivacyPolicy.html .

 

Termination

 
The Terms, as we may revise them from time to time, shall remain in full force and effect while you use the Site or are a Registrant. You may terminate your Registration at any time, for any reason, by contacting Axsium Group and notifying us of your desire to terminate the Registration.  We may terminate your Registration at any time, for any or no reason, with or without prior notice or explanation, and without liability. Even after Registration is terminated, the Terms will remain in effect and you will remain bound by them except that your right to use the Site as a Registrant will terminate.

 

Passwords

When you register to become a Registrant, you will be asked to choose a user name and password. You are solely responsible for maintaining the confidentiality of this information. You are not permitted to allow anyone else to use your user name and password to log into the Site. You must notify us immediately if you suspect any unauthorized use of your account or access to your password. You are solely responsible for any and all use of your account.

 

Use of the Site 

 
Users have a non-transferable, non-exclusive license to access this Site, to view information contained at this Site, and to interact with the Site. You agree not to use the Site for any unlawful purpose.  Additionally, you will not in any way access, use, or copy any portion of the Site or its features to directly or indirectly develop, promote, distribute, sell or support any product or service that is competitive with Axsium Group’s products and services or to disparage Axsium Group or its products or services.  You agree not to rent, retransmit, disclose, publish, sell, assign, lease, sublicense, market, or transfer the Site or any portion thereof or use it in any manner not expressly authorized by the Terms. You agree not to copy, reverse engineer, translate, port, modify or make derivative works of any portion of the Site. Tampering with the Site, misrepresenting the identity or age of a User, using buying agents or conducting fraudulent activities on the Site are prohibited.

 

Content Use and Rights

 
We may, but are not obligated to, allow you to upload content for display on the Site. This may be in the form of responses to blog posts, participation in support forums or other discussion threads, etc. through other means.  Your content may not include any form of Prohibited Content, as outlined below. Despite this prohibition, information, materials, products or services provided by other Users (for instance, in their profile or displayed on the Site in areas in which Users can post content) may, in whole or in part, be unauthorized, impermissible or otherwise violate the Terms, and we assume no responsibility or liability for this material.  Your use of the Site and its content is at your own risk.  If you become aware of misuse of the Site or its features by any person, please click on the “Contact Us” link on the Site pages and follow the directions as to how to contact us.

 

We reserve the right, in our sole discretion, to reject, refuse to post or remove any posting (including private messages) by you, or to deny, restrict, suspend, or terminate your access to all or any part of the Site at any time, for any or no reason, with or without prior notice or explanation, and without liability.  We expressly reserve the right to remove your profile and/or deny, restrict, suspend, or terminate your access to all or any part of the Site if we determine, in our sole discretion, that you have violated the Terms, pose a threat to us, our suppliers and/or our Users or for any other purpose we determine in our sole discretion.

 

Axsium Group does not claim any ownership rights in the text, files, images, photos, video, sounds, musical works, works of authorship, applications, or any other materials (collectively, “Content”) that you post on the Site (if applicable).  After posting your Content to the Site, you continue to retain any such rights that you may have in your Content, subject to the license herein.

 

By displaying, publishing or uploading Content on the Site, or otherwise submitting Content to us (collectively, “posting”), you hereby grant to Axsium Group and its affiliates an irrevocable, perpetual, worldwide, royalty-free, non-exclusive license to use, modify, delete from, add to, create derivative works of, publicly perform, publicly display, reproduce and distribute (and to sublicense the foregoing rights through multiple tiers of licensees) such Content on or through the Site for any reason and in connection with advertising and promoting the Site (including, for example, through screen shots and blogs) and/or our products in any media formats and through any media channels now existing or developed in the future.  From time to time, we may remove Content from the Site, permanently or temporarily, provided that even if we do remove such Content from the Site, we shall have no obligation to cease our other uses of the Content as permitted above.

 

You represent and warrant that: (i) you own the Content posted by you on or through the Site or otherwise have the right to grant the licenses set forth above, and (ii) the posting of your Content on or through the Site does not violate the privacy rights, publicity rights, contract rights, intellectual property or any other rights of any person or entity.  In furtherance of the foregoing, you agree that you will not post Content that violates or is not in compliance with our Terms of Use Policy located at www.axsiumgroup.com/Legal-TermsUse.html .  You agree to be fully responsible for and to pay any and all royalties, fees, and any other monies owing any person or entity by reason of any Content posted by you.

 

The Site may contain Content provided by Axsium Group (including third party content posted or displayed by Axsium Group and not by a User), including, without limitation, text, images and logos (“Axsium Group Content”). Axsium Group Content is protected by copyright, trademark, patent, trade secret and other laws, and, as between you and Axsium Group, Axsium Group owns and retains all rights in the Axsium Group Content and the features and functionality of the Site.  Axsium Group hereby grants you a limited, revocable, nonsublicensable license to reproduce and display the Axsium Group Content (excluding any software code) solely for your personal use in connection with viewing the Site.  Except as provided within the Terms, you may not copy, modify, translate, publish, broadcast, transmit, distribute, perform, display, or sell any Axsium Group Content appearing on or through the Site.

 

Axsium Group may reject, refuse to post or delete any Content for any or no reason, including, without limitation, Content that in the sole judgment of Axsium Group violates the Terms, including our Privacy Policy and/or our Acceptable Use Policy.  We assume no responsibility for monitoring the Site for inappropriate Content or conduct.  If at any time Axsium Group chooses, in its sole discretion, to monitor the Site, we nonetheless assume no responsibility for the Content, no obligation to modify or remove any inappropriate Content, and no responsibility for the conduct of the User submitting any such Content.   You are solely responsible for your use of the Site, the Content that you post on or through the Site, and any material or information that you transmit to other Users and for your interactions with other Users.  

 

Disclaimers

Axsium Group is not responsible for and makes no warranties, express or implied, as to any content on the Site, including, without limitation with respect to the accuracy and reliability of the Axsium Group Content, User Content or other Content posted on or through the Site, whether caused by us, by Users, by any of the equipment or programming associated with or utilized by the Site, or otherwise.  The User Content does not necessarily reflect the opinions or policies of Axsium Group.  Profiles and third party applications created and posted by Registrants on the Site may contain links to other websites.  Axsium Group is not responsible for the content, accuracy or opinions expressed on such websites, and such websites are not necessarily investigated, monitored or checked for accuracy or completeness by Axsium Group.  Inclusion of any linked website on the Site does not imply approval or endorsement of the linked website by Axsium Group.  When you access these third party sites, you do so at your own risk.  Axsium Group takes no responsibility for third party advertisements or third party applications that are posted on or through the Site, nor does it take any responsibility for the goods or services provided by its advertisers.  Axsium Group is not responsible for the conduct, whether online or offline, of any User of the Site including, without limitation, any Content posted by any User.  Axsium Group assumes no responsibility for any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction or unauthorized access to, or alteration of, any User or Registrant communication.  Axsium Group is not responsible for any problems or technical malfunction of any telephone network or lines, computer online systems, servers or providers, computer equipment, software, failure of any email or players due to technical problems or traffic congestion on the Internet or on any portion of the Site or combination thereof, including any injury or damage to Users or to any person’s computer related to or resulting from participation or downloading materials in connection with the Site.  Under no circumstances shall Axsium Group be responsible for any loss or damage, including personal injury or death, resulting from use of the Site, attendance at an Axsium Group event, from any User Content posted on or through the Site, or from the conduct of any Users, whether online or offline.  Additionally, Axsium Group shall have no liability for any viruses or anything beyond our control. We will not be liable to you if you are unable to access Content or other materials through the Site.

 

THE AXSIUM GROUP SITE IS PROVIDED “AS-IS” AND AS AVAILABLE AND AXSIUM GROUP HEREBY DISCLAIMS OTHER WARRANTIES, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ACCURACY, QUIET ENJOYMENT, TITLE, MERCHANTABILITY AND THOSE THAT ARISE FROM ANY COURSE OF DEALING OR COURSE OF PERFORMANCE.   AXSIUM GROUP CANNOT GUARANTEE AND DOES NOT PROMISE ANY SPECIFIC RESULTS FROM USE OF THE SITE.

 

Some states do not allow the exclusion or limitation of certain warranties and/or liabilities, so certain of the limitations or exclusions contained herein may not apply to you. 

 

Limitations of Our Liability

IN NO EVENT SHALL WE BE LIABLE FOR ANY DAMAGE, CLAIM OR LOSS INCURRED BY YOU, INCLUDING WITHOUT LIMITATION COMPENSATORY, INCIDENTAL, DIRECT, INDIRECT, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, IRRESPECTIVE OF WHETHER WE HAVE BEEN INFORMED OF, KNEW OF, OR SHOULD HAVE KNOWN OF THE LIKELIHOOD OF SUCH DAMAGES.  THIS LIMITATION APPLIES TO ALL CAUSES OF ACTION IN THE AGGREGATE INCLUDING WITHOUT LIMITATION BREACH OF CONTRACT, BREACH OF WARRANTY, DEFAMATION, NEGLIGENCE, STRICT LIABILITY, MISREPRESENTATION, AND OTHER TORTS, AS WELL AS THIRD-PARTY CLAIMS.  IF THE WARRANTY EXCLUSIONS OR LIMITATIONS OF LIABILITY SET FORTH IN THIS USE AGREEMENT ARE FOR ANY REASON HELD UNENFORCEABLE OR INAPPLICABLE, YOU AGREE THAT OUR AGGREGATE LIABILITY SHALL NOT EXCEED ONE HUNDRED U.S. DOLLARS ($100).

 

Our Service Providers 

We may use one or more third party service providers to design and/or operate parts of the Site. In such cases, each such service provider is also included in the terms “we” and “us” for purposes of the Terms.

 

Indemnification

You agree to indemnify and hold Axsium Group, its subsidiaries, and affiliates, and their respective officers, agents, partners and employees, harmless from any loss, liability, cost, expense, claim, or demand, including without limitation, reasonable attorneys’ fees, due or relating to or arising out of your use of the Site in violation of the Terms and/or arising from a breach of the Terms and/or any breach of your representations and warranties set forth in the Terms and/or arising out of or relating to any Content that you post.

 

Miscellaneous

 
The Terms will be construed, and their performance enforced, under the laws of Ontario, Canada without reference to choice of law principles.  Any dispute relating to the Terms or the Site may be litigated only in a court having jurisdiction and venue in Ontario, Canada.  The United Nations Convention on Contracts for the International Sale of Goods does not apply to the Terms.  Each party waives any objection (on the grounds of lack of jurisdiction, forum non conveniens or otherwise) to the exercise of such jurisdiction over it by any such courts.  We may assign the Terms, in whole or in part, to a related entity or to a third party.

 

EACH OF THE PARTIES HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION (INCLUDING BUT NOT LIMITED TO ANY CLAIMS, COUNTERCLAIMS, CROSS-CLAIMS, OR THIRD PARTY CLAIMS) ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT.  FURTHER, EACH PARTY HERETO CERTIFIES THAT NO REPRESENTATIVE OR AGENT OF EITHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH PARTY WOULD NOT IN THE EVENT OF SUCH LITIGATION, SEEK TO ENFORCE THIS WAIVER OF RIGHT TO JURY TRIAL PROVISION.  EACH OF THE PARTIES ACKNOWLEDGES THAT THIS SECTION IS A MATERIAL INDUCEMENT FOR THE OTHER PARTY ENTERING INTO THE TERMS.

 

The Terms are accepted upon your use of the Site or any of its features and is further affirmed upon you becoming a Registrant (if applicable).  The Terms constitute the entire agreement between you and Axsium Group regarding the use of the Site and its Content, services and features.  The failure of Axsium Group to exercise or enforce any right or provision of the Terms shall not operate as a waiver of such right or provision.  The section titles in the Terms are for convenience only and have no legal or contractual effect.  The Terms operate to the fullest extent permissible by law.  If any provision of the Terms is unlawful, void or unenforceable, that provision is deemed severable from the Terms and does not affect the validity and enforceability of any remaining provisions.  All waivers and amendments must be in a writing signed by both you and Axsium Group.