These Website Terms of Use ("Terms") are a legally binding agreement between you and EVEN ("AXION," "we," "us," or "our") and govern your access to and use of axion.io and any related subdomains operated by us (the "Site"). By accessing or using the Site, you agree to these Terms and to our Privacy Policy. If you do not agree, you must not use the Site.
01Scope; Relationship to Other Agreements
These Terms govern your use of the Site only. They do not govern your use of the AXION software platform itself. If you access the AXION platform under a separate subscription agreement, master services agreement, order form, evaluation agreement, or similar contract (each, a "Service Agreement"), that Service Agreement governs your platform use. In the event of a conflict between a Service Agreement and these Terms regarding platform use, the Service Agreement controls.
Information published on the Site about AXION's capabilities, features, performance, return on investment, pilots, or pricing is for general informational and marketing purposes and does not by itself create a binding commitment between you and us.
02Eligibility
You must be at least 18 years of age (or the age of legal majority in your jurisdiction) and have the legal capacity to enter into a binding agreement. The Site is intended for business audiences. By using the Site, you represent and warrant that you meet these requirements and that any information you provide is accurate.
03Changes to These Terms
We may modify these Terms at any time by posting a revised version on the Site with an updated "Effective Date." Material changes will be highlighted on the Site or otherwise communicated. Your continued use of the Site after changes take effect constitutes acceptance of the revised Terms. If you do not agree with the changes, you must stop using the Site.
04License to Use the Site
Subject to your compliance with these Terms, we grant you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and view the Site solely for your internal informational and evaluation purposes. No other rights are granted to you, by implication, estoppel, or otherwise.
05Acceptable Use
You agree NOT to:
- Reproduce, modify, publicly display, distribute, or create derivative works of the Site or any of its content except as expressly permitted by these Terms;
- Use the Site for any unlawful purpose or in violation of any applicable law or regulation;
- Reverse engineer, decompile, disassemble, or attempt to derive the source code or underlying ideas of the Site or any AXION technology;
- Scrape, crawl, harvest, or otherwise extract data from the Site through automated means without our prior written permission;
- Attempt to gain unauthorized access to the Site, accounts, computer systems, or networks connected to the Site;
- Introduce viruses, malware, ransomware, or other harmful or destructive code to the Site;
- Probe, scan, or test the vulnerability of the Site or breach any security or authentication measures;
- Interfere with or disrupt the integrity, availability, or performance of the Site or any connected services;
- Misrepresent your identity, affiliation, or authority, or impersonate any person or entity;
- Use the Site to send spam, phishing, fraudulent, harassing, defamatory, or otherwise objectionable content;
- Use any AXION trademarks, logos, brand names, or trade dress without our prior written permission;
- Frame, mirror, or otherwise replicate any portion of the Site without our written consent;
- Use the Site or its content to develop, train, or improve a competing product or service, or to benchmark for competitive purposes.
We reserve the right to investigate and pursue all available legal remedies for violations of these Terms.
06Intellectual Property
A. Our Intellectual Property
The Site and all content, features, and functionality on it — including but not limited to text, graphics, logos, icons, images, audio, video, software, source code, design, layout, and the AXION and EVEN names and marks — are owned by or licensed to us and are protected by copyright, trademark, trade secret, patent, and other intellectual property laws. All rights not expressly granted to you in these Terms are reserved.
B. Trademarks
"AXION," "EVEN," the AXION mark, and related marks are trademarks of EVEN. Other names and trademarks referenced on the Site are the property of their respective owners. Reference to third-party trademarks does not imply affiliation, sponsorship, or endorsement.
C. Feedback
If you submit any comments, suggestions, ideas, improvements, or other feedback regarding the Site, AXION, or our business (collectively, "Feedback"), you grant us a perpetual, irrevocable, worldwide, royalty-free, non-exclusive, sublicensable license to use, reproduce, modify, distribute, and otherwise exploit the Feedback for any purpose, without compensation, attribution, or restriction. You represent that you have the authority to provide such Feedback and waive any moral rights you may have in it.
07Information You Submit
When you submit information through forms on the Site (including demo requests, pilot requests, and discovery call requests), you represent and warrant that:
- The information is accurate, current, and complete;
- You have the authority to provide the information on behalf of the company you identify;
- The submission does not violate any rights of any third party or any law.
Information you submit is handled in accordance with our Privacy Policy.
08Confidentiality
From time to time, we may disclose to you, or you may receive access to, non-public information about AXION's products, technology, methodology, or business that is marked or reasonably understood to be confidential ("Confidential Information"). You agree to: (a) hold Confidential Information in confidence using at least the same care as you use for your own confidential information of like importance, but no less than reasonable care; (b) use Confidential Information only for the purpose of evaluating AXION; and (c) not disclose Confidential Information to any third party without our prior written consent. Confidential Information does not include information that is or becomes publicly available through no fault of yours or that you independently developed without reference to our information.
This Section 8 supplements and does not limit any separate non-disclosure agreement between you and us.
09Third-Party Resources
The Site may contain links to third-party websites, services, or resources (including the form-handling provider that processes inquiry submissions and the typography provider that serves fonts). We do not control or endorse third-party resources and are not responsible for their content, availability, privacy practices, or terms. Your use of third-party resources is at your own risk and subject to their applicable terms.
10Disclaimers
The Site is provided "as is" and "as available." To the maximum extent permitted by applicable law, we expressly disclaim all warranties of any kind, whether express, implied, statutory, or otherwise, including but not limited to the implied warranties of merchantability, fitness for a particular purpose, title, non-infringement, and any warranties arising from course of dealing, course of performance, or usage of trade.
We do not warrant that the Site will be uninterrupted, timely, secure, error-free, or free of viruses or other harmful components; that defects will be corrected; or that information on the Site will be accurate, complete, current, or reliable. Statements about AXION's capabilities, performance, customer outcomes, or return on investment are illustrative and not contractual commitments. You assume all risk arising from your use of the Site and your reliance on its content.
Some jurisdictions do not allow the exclusion of implied warranties, so portions of this section may not apply to you.
11Limitation of Liability
To the maximum extent permitted by applicable law, in no event will AXION, EVEN, or our affiliates, officers, directors, employees, contractors, agents, suppliers, or licensors be liable to you or any third party for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for any loss of profits, revenue, data, goodwill, business opportunities, or anticipated savings, arising out of or relating to your access to or use of the Site, whether based on contract, tort (including negligence), strict liability, or any other legal theory, and whether or not we have been advised of the possibility of such damages.
Our total cumulative liability arising out of or relating to these Terms or your use of the Site will not exceed one hundred United States dollars (US$100.00).
The limitations in this section apply to the fullest extent permitted by law and survive any failure of the essential purpose of any limited remedy. Some jurisdictions do not allow the limitation or exclusion of certain damages, so portions of this section may not apply to you.
12Indemnification
You agree to defend, indemnify, and hold harmless AXION, EVEN, and our affiliates, officers, directors, employees, contractors, and agents from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to: (a) your access to or use of the Site; (b) your violation of these Terms; (c) your violation of any rights of any third party; (d) any information or content you submit through the Site; or (e) your fraudulent, willful, or negligent acts or omissions. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will cooperate with us in asserting any available defenses.
13Termination
We may suspend or terminate your access to the Site, in whole or in part, at any time, with or without cause and with or without notice. Upon termination, your license to use the Site immediately ceases and you must stop accessing the Site. Provisions of these Terms that by their nature should survive termination — including, without limitation, intellectual property, feedback, confidentiality, disclaimers, limitations of liability, indemnification, governing law, and miscellaneous — will survive.
14Governing Law and Dispute Resolution
A. Governing Law
These Terms are governed by and construed in accordance with the laws of the [State of Delaware], USA, and applicable federal laws of the United States, without regard to its conflict of laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.
B. Informal Resolution
Before initiating any formal proceeding, you agree to first contact us at legal@axion.io and attempt to resolve the dispute informally for at least thirty (30) days.
C. Binding Arbitration; Class Waiver
If we are unable to resolve a dispute informally, you and we agree that any dispute, claim, or controversy arising out of or relating to these Terms or your use of the Site, except as set forth below, shall be resolved exclusively by binding arbitration administered by [JAMS or AAA] under its [Commercial Arbitration Rules] in [Wilmington, Delaware], in English, by a single arbitrator. The arbitrator's decision shall be final and binding, and judgment on the award may be entered in any court of competent jurisdiction.
You and we waive any right to a jury trial. To the fullest extent permitted by law, you and we waive any right to participate in a class action, class-wide arbitration, or representative action. The arbitrator may not consolidate claims or preside over any form of representative or class proceeding.
Notwithstanding the foregoing, either party may bring an individual action in small-claims court for disputes within its jurisdiction, and either party may seek injunctive or other equitable relief in a court of competent jurisdiction to protect intellectual property rights or confidential information.
D. Venue
For any matter not subject to arbitration, you consent to the exclusive personal jurisdiction and venue of the state and federal courts located in [New Castle County, Delaware].
E. Opt-Out
You may opt out of the arbitration provisions of this Section by sending written notice of your decision to opt out to legal@axion.io within thirty (30) days of first accepting these Terms. Your notice must include your full name, address, and a clear statement that you wish to opt out of arbitration.
15Export Controls and Sanctions
The Site and its content may be subject to U.S. and other applicable export control and economic sanctions laws and regulations. You agree not to access or use the Site in any country subject to a U.S. embargo or other comprehensive sanctions, and you represent that you are not on, and are not acting on behalf of any person on, any U.S. government list of restricted or prohibited parties. You may not access or use the Site for any prohibited end use, including any use related to nuclear, chemical, or biological weapons or missile technology.
16U.S. Government Rights
If you are a U.S. federal, state, or local government entity using the Site in your official capacity, the Site is provided as a "commercial item" as defined in 48 C.F.R. § 2.101 and is licensed only with the rights granted to all other users in accordance with these Terms.
17Miscellaneous
- Entire Agreement. These Terms, together with the Privacy Policy and any applicable Service Agreement, constitute the entire agreement between you and us with respect to the Site and supersede all prior or contemporaneous understandings.
- Severability. If any provision of these Terms is held to be invalid or unenforceable, the remaining provisions will remain in full force and effect, and the invalid or unenforceable provision will be modified to the minimum extent necessary to render it enforceable.
- No Waiver. Our failure to enforce any provision of these Terms is not a waiver of our right to do so later. Any waiver must be in writing.
- Assignment. You may not assign or transfer these Terms or any rights under them without our prior written consent. Any purported assignment in violation of this section is void. We may assign these Terms in whole or in part without restriction, including in connection with a merger, acquisition, or sale of assets.
- Notices. We may provide notices to you via the Site, by email to the address you provide, or by other reasonable means. Notices to us must be sent to legal@axion.io and to our postal address listed below.
- Force Majeure. We are not liable for any delay or failure to perform resulting from causes beyond our reasonable control, including acts of God, natural disasters, war, terrorism, civil unrest, governmental action, labor disputes, internet or telecommunications failures, or supplier or vendor disruptions.
- Headings. Section headings are for convenience only and do not affect interpretation.
- Relationship of the Parties. Nothing in these Terms creates any agency, partnership, joint venture, fiduciary, or employment relationship between you and us.
- Third-Party Beneficiaries. These Terms do not confer any rights or remedies on any third party.
- Interpretation. The words "include," "includes," and "including" are deemed to be followed by the words "without limitation."
18Contact
For questions about these Terms:
- Email: legal@axion.io
- Mail: [Company Address]
A note on this document: These Terms of Service are a comprehensive draft prepared as a starting point for AXION's website. Before publication, they should be reviewed by qualified legal counsel familiar with the jurisdictions in which AXION does business — particularly with respect to the governing law, arbitration provision, class-action waiver, and limitation of liability — and updated to reflect AXION's actual entity structure, operating jurisdictions, customer agreements, and applicable regulatory requirements.