These Terms of Service (“Terms of Service”) are entered into by and between you and Axiom Connected LLC (hereinafter “Axiom Connected,” “we,” “our” or “us”). These Terms of Service govern your access and use of (a) websites operated by Axiom Connected and its affiliates including the websites located at axiomconnected.com, iungoportal.com, mycoviapp.com, and moxaprotection.com as well as private labeled solution versions of such websites (collectively, the “Websites"), (b) mobile applications created by us and available to you including the COVI Mobile Application as well as private labeled solution versions of such mobile applications (collectively, the "Apps"), and (c) any features, functionality, applications, content, products and services made available by us on or through the Website and Apps (the “Services”).
Certain areas of the Websites, Apps and/or Service offerings may be subject to additional terms and conditions posted by us on the Websites or otherwise made available by us to you. Your access to and use of the Websites and Apps is conditioned upon your acceptance of such additional terms and conditions.
Nothing on the Websites or Apps constitutes an offer, promise, or otherwise, to make a specific service or product available to you, or that any third party will make any specific service or product available to you. Please be aware that certain services or products may only be provided to residents of states where Axiom Connected, or its affiliates, are licensed and/or authorized to make such services or products available.
These Terms of Service are entered into as of the earlier of the date you first access or use the Website or Apps (the "Effective Date") and will continue until terminated as set forth herein.
We may revise and update these Terms of Service from time to time in our sole discretion. Any amendments shall be effective immediately when posted by us on the Websites and Apps, or otherwise made available to you. Your continued access to and use of the Websites, Apps and/or Services after we have modified these Terms of Service shall signify your acceptance of the amended terms. You are expected to review these Terms of Service regularly to ensure that you are aware of any changes.
In addition, you must comply with the following conditions:
You may use the public areas of the Websites to learn more about our company as well as our product and service offerings. You may not use the Websites, Apps and/or Services to:
We have no control over and assume no responsibility for the Content posted by users of the Websites and/or Apps. It is possible that other users may post offensive or inappropriate Content, and that you may view or be involuntarily exposed to such offensive or inappropriate Content. We do not approve of such conduct. We are not responsible for the Content or conduct of other users of the Websites and/or Apps, and shall have no liability for any action or inaction taken in connection therewith. Content is not necessarily reviewed by us prior to posting and does not necessarily reflect the opinions of Axiom Connected. We make no representations or warranties, express or implied, as to the Content submitted by users, and shall have no obligation to modify or remove inaccurate or inappropriate Content.
We encourage you to report any abuse of the Websites, Apps, or Services or violation of these Terms of Service by other users. Notwithstanding the foregoing, you are solely responsible for your interactions with other users on the Websites and Apps. We reserve the right, but shall have no obligation, to monitor activities and communications on the Websites and Apps, and to take action where we deem it to be appropriate, in our sole discretion.
The Websites and/or Apps may contain links to other sites and resources provided by third parties. The inclusion of these links should not be construed as any sort of affiliation, sponsorship, endorsement, or approval. When you access a third party site, you do so entirely at your own risk and you may be subject to the terms and conditions of use for such websites. We assume no responsibility or liability for any information, products or services available on or through any third party site or resource, or for any actions taken by you or others in connection therewith.
Our Websites, Apps, and Services may provide information and/or link to third party service providers (the “Service Providers”). Axiom Connected does not verify the qualifications of such Service Providers and we have no control over and assume no responsibility for the conduct, whether online or offline, of the Service Providers.
WE DO NOT MAKE ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO SUCH SERVICE PROVIDERS INCLUDING WITHOUT LIMITATION, ANY WARRANTIES ABOUT THE SUITABILITY, RELIABILITY, TIMELINESS, OR QUALITY OF THE SERVICES PROVIDED BY THE SERVICE PROVIDERS OR THE INTEGRITY, RESPONSIBILITY OR ACTIONS OF SERVICE PROVIDERS WHETHER IN PUBLIC, PRIVATE OR OFFLINE INTERACTIONS.
When you download our App from the Apple Store, the following additional terms and conditions apply:
You may be permitted to place orders seeking to purchase a Service, product, or other offering from Axiom Connected (“Offering”) available for sale on the Websites or Apps (an “Order”). All Orders are subject to acceptance by Axiom Connected, in its sole discretion. In addition to these Terms of Service, your purchase of any Offering is governed by the terms displayed on the Website or App in connection with each Offering and any additional terms provided to you in connection with your Order or any acceptance of your Order provided by Axiom Connected (the “Terms of Sale”). By placing an Order, you agree to be bound by the Terms of Sale with respect to that Order and any Offering included in that Order. If these Terms of Service conflicts with the Terms of Sale for any Order, the Terms of Sale will govern and control with respect to the Offering provided to you under that Order.
You may cease use of the Website(s) or the App(s) at any time. If you wish to disable access to your account, you may log onto your account and follow the cancellation steps. An email or phone request to cancel your account is not considered cancellation.
Axiom Connected, in its sole discretion, has the right to suspend or terminate your account and refuse any and all current or future use of the Services, or any other Axiom Connected service, for any reason at any time, with or without prior notice. Such termination of the Services will result in the deactivation or deletion of your account or your access to your account, and the forfeiture and relinquishment of all information in your account, unless otherwise required to be maintained under applicable law. Axiom Connected reserves the right to refuse service to anyone for any reason at any time.
Axiom Connected and its licensors reserve all right, title and interest in and to the Website and App, including but not limited to all products, Services, materials, information, and compilations of information available on or through the Websites and Apps, as well as any and all domains and sub-domains, the design, layout, graphics, programming code and “look and feel” of the Websites and Apps, the copyrights, trademarks, service marks, and trade dress appurtenant thereto, all goodwill arising therefrom, and all other intellectual property and proprietary rights of any nature throughout the world embodied therein. You may not modify, reproduce, distribute, sell, or create derivative works based upon the Websites or Apps, or publicly display, publicly perform, republish or post any content from the Websites or Apps, without our prior written consent. Except for the limited license set forth below, no right, title, or interest in or to the Website, Apps or their content is transferred to you, and all rights not expressly granted are reserved by Axiom Connected and its licensors. Any use of the Website and Apps not expressly permitted by these Terms of Service is a breach of these Terms of Service and may violate copyright, trademark, and other laws.
The Axiom Connected name, the terms COVI, Iungo Portal, MOXA and all related names, logos, product and service names, designs and slogans are trademarks of Axiom Connected or its affiliates. You must not use such marks without the prior written permission of Axiom Connected. All other names, logos, product and service names, designs and slogans on the Websites and Apps are the trademarks of their respective owners.
Subject to your compliance with these Terms of Service, Axiom Connected grants you a limited, non-exclusive, non-transferable license to download and install a copy of the Apps on a personal electronic device(s) that you own or control and to run such copy of the App and use our Services solely for your own personal non-commercial purposes.
If you provide any suggestions, comments, ideas or other feedback regarding the Website, Apps, the content or any associated products and services (“Feedback”), you hereby assign to Axiom Connected all rights in the Feedback and agreed that Axiom Connected will be free to access, use, disclose, and otherwise commercialize and exploit such Feedback, free of any claims, attribution, payment obligations, or proprietary, confidentiality or other restrictions of any kind.
Axiom Connected respects the copyrights of third parties. You may not use the Websites or Apps to post, modify, distribute, or reproduce any copyrighted works without authorization or to otherwise infringe the copyrights of a third party. It is our policy to terminate the accounts of users who repeatedly infringe the copyrights of others upon receipt of proper notification by the copyright owner or its legal agent.
If you believe that your copyrighted work has been posted or used on our Websites in a manner that constitutes copyright infringement, you may notify our designated copyright agent by mail to:
Attn: Sufia Orbe, Axiom Connected Copyright Agent
Axiom Connected LLC
1 Progress Point Parkway, Suite 101
O’Fallon, MO 63368 USA
Please provide our Copyright Agent with written notice containing the following information: (i) a physical or electronic signature of a person authorized to act on behalf of the owner of the copyright interest that is allegedly infringed; (ii) identification of the copyrighted work (or in the case of multiple works, a representative list of such works) claimed to have been infringed; (iii) identification of the material that is claimed to be infringing, and the location of that material; (iv) your address, telephone number, and email address; (v) a statement by you that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and (vi) a statement by you, made under penalty of perjury, that the information in the notification is accurate, and that you are authorized to act on behalf of the owner of the copyright interest that allegedly is infringed.
Each party hereby represents and warrants to the other party that: (a) it has the legal right and authority to enter into these Terms of Service; (b) these Terms of Service form a binding legal obligation on behalf of such party; and (c) it has the legal right and authority to perform its obligations under these Terms of Service and to grant the rights and licenses described in these Terms of Service.
You acknowledge that the Websites and Apps are a general purpose online service and are not specifically designed to facilitate compliance with any specific law. You represent and warrant to Axiom Connected that your use of and access to the Websites and Apps or any content or Services, will comply with all applicable laws and will not cause Axiom Connected itself or any other third party to violate any applicable laws. Axiom Connected is not responsible for notifying you of any such laws, enabling your compliance with any such laws, or for your failure to comply with any such laws.
You understand that we cannot and do not guarantee or warrant that files available for downloading from the internet, the Website, or Apps will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to our site for any reconstruction of any lost data. TO THE FULLEST EXTENT PROVIDED BY APPLICABLE LAW, WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE WEBSITES, THE APPS, OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE, THE APPS OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ON ANY WEBSITE OR THE APP LINKED TO IT.
YOUR USE OF THE WEBSITES, APPS, THEIR CONTENT AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITES AND APPS IS AT YOUR OWN RISK. THE WEBSITES, APPS, THEIR CONTENT AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITES AND APPS ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. AXIOM CONNECTED MAKES NO WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY OR AVAILABILITY OF THE WEBSITES AND APPS. IN ADDITION TO AND NOT IN LIMITATION OF ANY OF THE FOREGOING, AXIOM CONNECTED DOES NOT REPRESENT OR WARRANT THAT THE WEBSITES, THE APPS, THEIR CONTENT OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITES OR THE APPS WILL BE ACCURATE, RELIABLE, ERROR-FREE OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT OUR SITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR THAT THE WEBSITES, THE APPS, OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITES OR THE APPS WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.
TO THE EXTENT PROVIDED BY APPLICABLE LAW, AXIOM CONNECTED HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR PARTICULAR PURPOSE.
THE FOREGOING DOES NOT AFFECT ANY WARRANTIES WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
IN NO EVENT SHALL AXIOM CONNECTED, ITS AFFILIATES, OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICER, OR DIRECTORS BE LIABLE TO YOU OR ANYONE ELSE FOR ANY INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE, OR SIMILAR DAMAGES (INCLUDING WITHOUT LIMITATION LOST BUSINESS, LOST PROFITS, DAMAGE TO OR LOSS OF DATA, OR OTHER PECUNIARY LOSS) ARISING OUT OF OR RELATED TO THESE TERMS OF SERVICE, THE WEBSITES, THE APPS, SERVICES OR INFORMATION AVAILABLE ON OR THROUGH THE WEBSITES AND/OR APPS, ANY DECISION MADE OR ACTION TAKEN BY YOU IN RELIANCE THEREON, OR ANY FORCE MAJEURE EVENT, ACTS OR OMISSIONS OF OTHER USERS OR THIRD PARTIES, OR OTHER OCCURRENCE OUTSIDE OF OUR CONTROL. THE TOTAL CUMULATIVE LIABILITY OF AXIOM CONNECTED ARISING OUT OF OR RELATED TO THESE TERMS OF SERVICE, THE WEBSITES, APPS AND SERVICES AND INFORMATION AVAILABLE ON OR THROUGH THE WEBSITES AND/OR APPS SHALL NOT EXCEED THE FEES (IF ANY) PAID BY YOU TO AXIOM CONNECTED FOR USE OF THE SERVICES IN THE TWELVE (12) MONTHS PRIOR TO THE ACCRUAL OF THE FIRST SUCH CLAIM OR TEN DOLLARS ($10), WHICHEVER IS GREATER. THE LIMITATIONS ON LIABILITY IN THIS SECTION SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, INDEMNITY OR OTHERWISE, AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE EXISTENCE OF MORE THAN ONE CLAIM OR SUIT WILL NOT EXPAND THIS LIMITATION. THESE LIMITATIONS ON LIABILITY ARE AN ESSENTIAL PART OF THESE TERMS OF SERVICE, AND SHALL BE VALID AND BINDING EVEN IF ANY REMEDY IS DEEMED TO FAIL OF ITS ESSENTIAL PURPOSE.
THE FOREGOING DOES NOT AFFECT ANY LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS OF SERVICE OR THE WEBSITE MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES; OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.
You agree to defend, indemnify, and hold harmless Axiom Connected, its affiliates, licensors, services providers and each of their respective officers, directors, employees, contractors, clients, agents, suppliers, licensors, successors and assigns from any and all liabilities, claims, damages, judgments, awards, losses, costs, fees and expenses, including attorneys’ fees, court costs and settlement amounts, that result from any claim or allegation arising from (i) your use or misuse of our Websites, Apps or Services; (ii) your content or any other information or data that you provide to Axiom Connected; (iii) your breach of any provision of the terms of these Terms of Service; and/or (iv) your violation of applicable laws. Axiom Connected reserves the right, at its own expense, to assume the defense of any matter otherwise subject to indemnification by you, in which event you will cooperate with Axiom Connected in such defense.
Using our Websites, Apps and Services in locations other than the United States may not be appropriate given foreign laws and regulations. If you use our Websites or Services outside of the United States, you are responsible for complying with those foreign laws and regulations. We reserve the rights to limit the availability of the Websites, Apps and Services to any person, geographic area, or jurisdiction it so desires at any time in our sole discretion and to limit the quantities of any such Services that we provided.
All matters relating to the Website, Apps and these Terms of Service, and any dispute or claim arising therefrom or related thereto shall be governed by and construed in accordance with the laws of the State of Missouri, USA, without regard to any conflict of laws principles that would require the application of the laws of a different jurisdiction.
Any dispute, action or proceeding arising out of or related to these Terms of Service, your access to or use of the Websites, Apps, or Services, or information made available to you through the Websites and Apps shall be commenced in the state courts of Missouri or, if proper and exclusive subject matter jurisdiction exists, the U.S. District Court of the Eastern District of Missouri. You hereby consent to the exclusive personal jurisdiction and venue of such courts and waive any objections thereto, including without limitation any objection based on forum non conveniens; provided, however, the foregoing shall not prevent us from seeking temporary or permanent injunctive or other equitable relief against you or compelling your indemnification obligations in any court of competent jurisdiction.
At Axiom Connected’s sole discretion, we may require you to submit any disputes arising from these Terms of Service or use of the Website or Apps, including disputes arising from or concerning their interpretation, violation, invalidity, non-performance, or termination, to final and binding arbitration under the Rules of Arbitration of the American Arbitration Association applying Missouri law.
You may not assign these Terms of Service or assign or delegate any right or duty under these Terms of Service, in whole or in part, without our prior written consent. Any attempted assignment or delegation shall be null and void from the beginning and without effect. We may assign these Terms of Service or any right or duty under these Terms of Service, with or without notice to you, including to any affiliate or successor in interest. Subject to the foregoing, these Terms of Service shall be binding on and inure to the benefit of you and us, and each of our respective heirs, administrators, successors and permitted assigns.
Nothing contained in these Terms of Service, express or implied, is intended or shall be construed to give any third party any rights or remedies under or by reason of these Terms of Service. Notwithstanding the foregoing, the disclaimers and limitations on liability under these Terms of Service shall extend to Axiom Connected, its directors, officers, employees, agents, affiliates, and suppliers. All references to Axiom Connected in connection therewith shall be deemed to include such persons and entities as third party beneficiaries entitled to accept all benefits afforded thereby.
Any amendment by you or waiver by us of these Terms of Service must be in writing and signed by a duly authorized representative of Axiom Connected. Any waiver on one occasion shall not constitute a waiver of any other or subsequent duty or breach.
If any provision of these Terms of Service is determined to be invalid or unenforceable under applicable law, the provision shall be amended by a court of competent jurisdiction to accomplish the objectives of such provision to the greatest extent possible under applicable law, or severed from these Terms of Service if such amendment is not possible, and the remaining provisions of these Terms of Service shall continue in full force and effect.
The captions in these Terms of Service are for reference purposes only and shall not affect the meaning or interpretation of these Terms of Service. The term “including” as used herein means “including without limitation.” The terms “hereunder,” “herein,” “hereof” and similar variations mean these Terms of Service as a whole, and not any particular section.
Unless you enter into any agreements with Axiom Connected regarding the Websites, Apps, and/or Services, these Terms of Service are the complete and exclusive agreement between you and Axiom Connected regarding your access to and use of the Websites, Apps, and Services.
If you have questions about these Terms of Service, or any other questions or comments concerning the Website, App or Services, please contact us at firstname.lastname@example.org.
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