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Terms of Service

Last Updated: December 13, 2019

1. INTRODUCTION

Welcome to Axiom Connected Technology, LLC (hereinafter “Axiom Connected,” “we,” “our” or “us”). Please read these Terms of Service (“Terms of Service”) carefully. These Terms of Service set forth legally binding terms and conditions, and govern the use of our (A) websites located at axiomconnected.com, iungoportal.com, mycoviapp.com and moxaprotection.com and it’s affiliates and/or private labeled solution versions of all websites (collectively, the “Websites"), (B) mobile applications created by us and available to you, including, without limitation, the COVI Mobile Application (the “COVI App”, and collectively with other mobile applications, and private labeled solution versions of all applications referred to as (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”). By accessing or using the Website, Apps and/or by purchasing and/or registering for the Services, you are agreeing to be bound by these Terms of Service. A visitor of the Website is referred to as “you”, “your” or “customer”.

PLEASE READ THE TERMS OF USE CAREFULLY. BY USING THE WEBSITE, APPS AND/OR PURCHASING AND/OR REGISTERING FOR THE SERVICES, YOU IN ARE AGREEMENT TO BE BOUND BY THESE TERMS OF SERVICE. IF YOU DO NOT WANT TO AGREE TO THESE TERMS OF SERVICE OR THE PRIVACY POLICY, YOU MUST NOT ACCESS OR USE THE WEBSITE.

Axiom Connected’s Websites and Apps are intended solely for the purpose of providing general information with respect to our technology products and services. 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.

Privacy Policy; Additional Terms

These Terms of Service include the terms and conditions set forth in this document as well as our Privacy Policy, located at axiomconnected.com/privacy. 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.

Changes to these Terms of Service

We reserve the right to amend these Terms of Service from time to time. Any amendments shall be effective when posted by us on the Websites and Apps, or otherwise made available to you. Your 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. It remains your responsibility to review these Terms of Service regularly to ensure that you are updated as to any changes.

Contacting Us

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 privacy@axiomconnected.com.

2. AXIOM CONNECTED SERVICES

Our Services consist of a variety of products and services for vehicles, including the purchasing and management of such products and services by consumers through an e-commerce platform, online portal or mobile application.

3. WEBSITE AND APP USE

By using the Websites and/or Apps, or any of the Services provided therein, you are agreeing to be bound by the following Terms of Service:

Eligibility

By accessing and using the Websites, Apps and/or Services, you represent and warrant that: (a) you have read and understand, and agree to comply with and be bound by these Terms of Service; (b) any registration information that you submit to us is, and will be updated to remain, truthful, complete and accurate; and (c) your access to and use of the Websites, Apps and/or Services does not and shall not violate any applicable laws of your local jurisdiction. In addition, you must comply with the following conditions:

  1. You must be 13 years or older to use the Website, App and Service.
  2. You must be the legal owner and/or lessee of the Registered Vehicle.
  3. You must be a human. Accounts registered by "bots" or other automated methods are not permitted.
  4. If you create an account to use the Services provided through the Websites and/or Apps, you must provide your name, a valid email address, physical address, phone number, Vehicle Identification Number and any other information requested in order to complete the signup process.
  5. Your login may only be used by one person - a single login shared by multiple people is not permitted.
  6. You are responsible for maintaining the security of your account and password. Axiom Connected cannot and will not be liable for any loss or damage from your failure to comply with this security obligation.

Prohibited Activities

You may use the public areas of the Websites to learn more about our company, and product and service offerings. You may not use the Websites, Apps and/or Services to:

  1. attempt to gain unauthorized access to the customer portal, any other person’s account or Axiom Connected’s customer’s pages under the customer portal, Apps or any other private areas of the Websites;
  2. use the Services to track the location of, or collect any personally identifiable information from any other person without their express permission;
  3. use the Websites for advertising, promotional or other commercial purposes, except in those forums (if any) where such activities are expressly permitted;
  4. transmit “junk mail,” “chain letters,” “pyramid schemes,” “spam,” or other unsolicited mass mailings or communications;
  5. attempts to probe, scan, or test the vulnerability of the Websites, and Apps, or any associated system or network, or to breach security or authentication measures without proper authorization;
  6. interfere or attempt to interfere with service to any user, host, or network, including, without limitation, submitting to the Websites or Apps a virus, Trojan horse, or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment, overloading the Website or Interactive Services, or “flooding,” “spamming,” “mail bombing,” or “crashing” the Website or Interactive Services;
  7. attempt to modify, reverse-engineer, decompile, disassemble, or otherwise reduce or attempt to reduce to a human-perceivable form any of the source code used by Axiom Connected in providing the Websites or Apps;
  8. use automated means, including but not limited to scripts, spiders, robots, crawlers, or data mining tools, to post content to or download content from the Websites and/or Apps;
  9. engage in any activity that disrupts, diminishes the quality of, interferes with the performance of, or impairs the functionality of the Websites, Apps and/or Services;
  10. impersonate a representative of Axiom Connected or another Website or App user;
  11. “stalk” or otherwise harass anyone, or contact any user that has not specifically asked to be contacted;
  12. engage in, promote, post, or transmit any activity and/or any content, that is illegal, threatening, abusive, offensive, obscene, harassing, defamatory, deceptive, false, misleading, inaccurate, unsafe, invasive of another's privacy, or endangering of minors in any way;
  13. promote discrimination based on race, ethnicity, religion, gender, sexual orientation, disability, age or marital status, or hatred or physical harm of any kind against any group or individual; or
  14. infringe, misappropriate, or violate the copyrights, trademarks, trade secrets, patents, or other intellectual property or proprietary rights, rights of privacy or publicity, or other rights of any third party, or violate any contractual, fiduciary or other legal duty or obligation.

User Disputes

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.

License

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. We reserve all rights in and to the Websites, Apps and Services not expressly granted to you under these Terms of Service. You may not: (i) copy, modify or create derivative works based on the Websites, Apps or Services; (ii) distribute, transfer, sublicense, lend or rent the Apps to any third party; (iii) reverse engineer, decompile or disassemble the Websites and/or Apps; or (iv) make the functionality of the Apps or Services available to multiple users through any means.

Links to Third Party Sites

The Websites and/or Apps may contain links to Internet or mobile sites not owned or operated by us, including to sites featuring companies, products, services or news that may be of interest or to pages that we maintain on YouTube, Facebook, Twitter or other social media sites. The inclusion of these links should not be construed as any sort of affiliation, sponsorship, endorsement, or approval. When you access a third party Internet or mobile site, you do so at your own risk. We assume no responsibility or liability for any information, products or services available on or through any third party Internet or mobile site, or for any actions taken by you or others in connection therewith.

4. DOWNLOADING OUR APPs

App Store

When you download our App from Apple Store, Google Play or other app store or app distribution platform (an "App Store"), you acknowledge and agree that:

  1. These Terms are concluded between us, and not with the App Store, and that we (not the App Store), are solely responsible for our App.
  2. The App Store has no obligation to furnish any maintenance and support services with respect to our Apps or handle any warranty claims.
  3. The App Store is not responsible for addressing any claims you have relating to our Apps, including product liability claims, consumer protection claims, intellectual property infringement claims, or any claim that our Apps fails to conform to any applicable legal or regulatory requirement.
  4. The App Store is a third party beneficiary of these Terms of Service and has the right to enforce these Terms of Service against you (as it relates to your license of our Apps through their App Store). You must also comply with the App Store's terms of service when using our Apps.

5. CREATING AN ACCOUNT

In order to use certain features of our Services, you must have an account with us. By creating an account, you represent that (a) all required information you provide is truthful and accurate; (b) you are of legal age to agree to these Terms of Service; and (c) your use of our Services does not violate any applicable law or regulation or these Terms of Service. You are responsible for maintaining the confidentiality of your password and for any and all use of your account. You should notify us immediately if you suspect any unauthorized use of your account or access to your password. You may not (a) use the account or username of any other user; (b) allow someone else to use your account or username; or (c) sell, lend, transfer, or otherwise share your account, temporarily or permanently, with someone else. If you violate these Terms of Service, we reserve the right to issue you a warning, suspend or even terminate your account (along with your ability to access and use the Services).

6. RELIANCE ON INFORMATION POSTED

The information presented on or through the Website is made available solely for general information purposes. We do not warrant the accuracy, completeness or usefulness of this information. Any reliance you place on such information is strictly at your own risk. We disclaim all liability and responsibility arising from any reliance placed on such materials by you or any other visitor to the Website, or by anyone who may be informed of any of its contents.

7. LIMITATION OF OUR SERVICES

Our Websites, Apps, and other Services provided, may provide information and/or link to third party service providers, such as dealerships, maintenance and repair shops, and other vehicle related service providers (the “Service Providers”). You understand that Axiom Connected does not verify the qualifications of such Service Providers, except as otherwise provided in these Terms of Use, nor do we evaluate or control in any ongoing manner exchanges between you and such Service Providers. We have no control over and assume no responsibility for the conduct, whether online or offline, of the Service Providers. We make no representations or warranties, express or implied, as to the Service Providers.

WE DO NOT HAVE CONTROL OVER THE QUALITY, TIMING, OR LEGALITY OF THE SERVICES ACTUALLY DELIVERED BY ANY SERVICE PROVIDERS, NOR OF THE INTEGRITY, RESPONSIBILITY OR ACTIONS OF SUCH SERVICE PROVIDERS. WE DO NOT REFER, ENDORSE OR RECOMMEND SERVICE PROVIDERS NOR DO WE MAKE ANY REPRESENTATIONS 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.

8. CANCELLATION AND TERMINATION

  1. You are solely responsible for properly canceling your account. An email or phone request to cancel your account is not considered cancellation. You can cancel your account at any time by logging into your account.
  2. 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.
  3. In the event that Axiom Connected takes action to suspend or terminate an account, we will make a reasonable effort to provide the affected account owner with a copy of their account contents upon request, unless the account was suspended or terminated due to unlawful conduct.

9. INTELLECTUAL PROPERTY

Ownership

Axiom Connected reserves 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 post any content from the Websites or Apps to newsgroups, blogs, mailing lists or social networking sites, without our prior written consent. You acknowledge that all intellectual property rights in our Websites, Apps and Services, including the underlying software and technology and the information and content available on our Services, are owned by us and our suppliers, and are protected by law throughout the world.

Feedback

Axiom Connected reserves 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 post any content from the Websites or Apps to newsgroups, blogs, mailing lists or social networking sites, without our prior written consent. You acknowledge that all intellectual property rights in our Websites, Apps and Services, including the underlying software and technology and the information and content available on our Services, are owned by us and our suppliers, and are protected by law throughout the world.

Trademarks

The AXIOM CONNECTED name, the terms AXIOM CONNECTED, 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.

Copyright Policy

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, 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. Our Copyright Agent for notice of claims of copyright infringement may be reached by mail at: Copyright Agent 8651 Hwy N Suite 201, Lake Saint Louis, MO 63367, 833-220-0682.

Content Guidelines

  1. Certain areas of the Websites and/or Apps permit users to store, upload, submit or “post” questions, feedback, photos, images and other information (referred to collectively as “Content”). Except as otherwise provided in the “Feedback” Section above, Axiom Connected does not claim any ownership in or to your Content. All ownership rights to such Content are retained by you. All Content submitted by you must be appropriate for viewing by a general audience, consistent with the general quality standards of the Websites and/or Apps, and otherwise in compliance with these Terms of Service. We reserve the right, but shall not have the obligation, to relocate and/or remove Content that violates these Terms of Service. Notwithstanding the foregoing, you are solely responsible for all Content that you submit.
  2. 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 actions 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.

10. DISCLAIMERS

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 AND APPS, ITS CONTENT AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITES AND APPS IS AT YOUR OWN RISK. THE WEBSITES, APPS, ITS 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. 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. IN ADDITION TO AND NOT IN LIMITATION OF ANY OF THE FOREGOING, AXIOM CONNECTED DOES NOT REPRESENT OR WARRANT THAT THE WEBSITES, THE APPS, ITS 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.

THE FOREGOING DOES NOT AFFECT ANY WARRANTIES WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

11. LIMITATIONS ON LIABILITY

IN NO EVENT SHALL AXIOM CONNECTED 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 OF OMISSIONS OR OTHER USERS OR THIRD PARTIES, OR OTHER OCCURRENCE OUTSIDE OF OUR REASONABLE 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 USE, AND SHALL BE VALID AND BINDING EVEN IF ANY REMEDY IS DEEMED TO FAIL OF ITS ESSENTIAL PURPOSE. CERTAIN STATES DO NOT ALLOW THE DISCLAIMER OF CERTAIN WARRANTIES OR TYPES OF DAMAGES, AND SO SUCH DISCLAIMERS MAY NOT APPLY TO YOU.

12. INDEMNIFICATION

You agree to defend, indemnify, and hold harmless Axiom Connected and its subsidiaries and other affiliated companies, and each of their employees, contractors, clients or distributors, officers, and directors from all liabilities, claims, and expenses, including attorneys’ fees, which arise from your use or misuse of our Websites, Apps or Services, breach of the terms of these Terms of Service and/or breach 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.

13. MISCELLANEOUS

General Conditions

Support for Axiom Connected Services is only available in English, via email. You understand that Axiom Connected may use third party vendors and hosting partners to provide the necessary hardware, software, networking, storage, and related technology required to run the Websites and Apps. You understand that the technical processing and transmission of the Services may involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices. You understand that the Services and software embodied within the Services may include security components that permit digital materials to be protected, and that use of these materials is subject to usage rules set by Axiom Connected and/or Service Providers who provide services on behalf of Axiom Connected. You may not attempt to override or circumvent any of the usage rules embedded into the Services. Any unauthorized reproduction, publication, further distribution or public exhibition of the materials provided in the Services, in whole or in part, is strictly prohibited.

Use Outside the Borders of the United States

Although Axiom Connected intends for its users and customers to be located within the United States of America, our Websites and Apps can be accessed worldwide and may contain references to information that extend beyond the United States’ territorial boundaries. We make no representation that materials on the Websites and Apps are appropriate or available for use in locations outside the United States. While your Personal Information will be processed in conformance with our Privacy Policy and the Terms of Service, our processing and handling of your Personal Information may occur in countries with different laws regarding your privacy. By using the Services, Websites and Apps, and providing any Personal Information, you consent to the transfer of electronic data and personal information from your country that may have different privacy laws.

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 sod desires at any time in our sole discretion and to limit the quantities of any such Services that we provided.

Governing Law

The Websites and Apps are hosted and operated in the United States of America. These Terms of Service and the relationship between you and us relating to your access to and use of the Websites and Apps shall be governed by and interpreted for all purposes 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.

Jurisdiction and Venue

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.

Assignments

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.

Third Party Beneficiaries

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.

Amendment; Waiver

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. No provision shall be waived by any act, omission or knowledge of a party. Any waiver on one occasion shall not constitute a waiver of any other or subsequent duty or breach.

Severability

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.

Construction

The captions in these Terms of Service are for reference purposes only and shall not affect the meaning or interpretation of these Terms of Use. 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.

Entire Agreement

These Terms of Use, including the Privacy Policy, and additional terms referenced herein, set forth the entire agreement of the parties with regard to the subject matter hereof, and supersede all prior and contemporaneous negotiations and agreements, written or oral.

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