1. ACCEPTANCE OF TERMS & CONDITIONS OF USE AND SUBSCRIPTION.
2. LENGTH OF INITIAL TERM; CANCELLATION.
These SUBSCRIPTION TERMS shall begin on the date of purchase of the use and subscription of the Axiom Automated Threat Defense Platform (ATDP) from Axiom or one of its authorized partners and shall terminate only upon the return of the equipment. Subsequent to the Initial Term agreed with Axiom or its authorized partners, CUSTOMER may cancel upon 30 days’ notice to AXIOM or its authorized partners and such cancellation shall not be effective until return of the equipment.
3. RIGHTS ON DEFAULT.
In addition to any other rights afforded to AXIOM by law, if the CUSTOMER is in default under these SUBSCRIPTION TERMS, without notice to or demand on the CUSTOMER, AXIOM may take possession of the equipment as provided by law, deduct the costs of recovery (including attorney fees and legal costs), repair, and related costs, and hold the CUSTOMER responsible for any deficiency. The rights and remedies of AXIOM provided by law and these SUBSCRIPTION TERMS shall be cumulative in nature. AXIOM shall be obligated to re-subscription the equipment, or otherwise mitigate the damages from the default, only as required by law.
4. OPTION TO RENEW.
If the CUSTOMER is not in default upon the expiration of these SUBSCRIPTION TERMS, the CUSTOMER shall have the option to renew this Subscription for a similar term on such terms as the parties may agree at the time of such renewal.
5. RETURN OF EQUIPMENT.
At the end of the term, the CUSTOMER shall be obligated to return the equipment to AXIOM at the CUSTOMER's expense.
6. SERVICES AND EXCLUSION OF AXIOM AUTOMATED THREAT DEFENSE PLATFORM (ATDP):
The following services are included:
See Appendix A for a full list of Services provided by the Axiom Automated Threat Defense Platform (ATDP).
The following service are excluded:
The Axiom Automated Threat Defense Platform (ATDP) does not provide anti-virus or endpoint protection. Accordingly, AXIOM recommends that CUSTOMER have all computers, servers or other electronic devices be protected by appropriate Anti-Virus software.
7. CARE AND OPERATION OF EQUIPMENT.
The equipment may only be used and operated in a careful and proper manner. Its use must comply with all laws, ordinances, and regulations relating to the possession, use, or maintenance of the equipment, including registration and/or licensing requirements, if any. Optimum performance of the equipment covered by this Agreement can be expected only if supplies provided by, or meeting the specifications of AXIOM are used. If persons other than AXIOM's representatives perform maintenance or repairs, and as a result further work is required by AXIOM to restore the equipment to operating condition, such repairs will be billed at AXIOM's time and material rates then in effect.
CUSTOMER shall make no alterations to the equipment without the prior written consent of AXIOM. All alterations shall be the property of AXIOM and subject to the terms of this Subscription.
9. MAINTENANCE SUPPORT AND MONTHLY REPORTS.
AXIOM will provide technical support 24 hours a day for the Axiom Automated Threat Defense Platform (ATDP). If an event is after business hours, then an engineer will be paged and will respond to the CUSTOMER within 1 hour for emergencies and within 2 hours for all other technical-related calls.
AXIOM will send monthly reports by e-mail to CUSTOMER'S designated point of contact. The monthly reports will include relevant historical information about the Axiom Automated Threat Defense Platform (ATDP), the traffic flows thereto/from, any attacks or other threats identified and prevented.
10. PROPRIETARY RIGHTS.All right, title, and interest in the intellectual property (including all copyrights, patents, trademarks, trade secrets, and trade dress) embodied in the Axiom Automated Threat Defense Platform (ATDP), and any software thereby incorporated therein, and the methods by which the Services are performed and the processes that make up the Services, shall belong solely and exclusively to AXIOM. Subject to AXIOM’s receipt of payment in full for the equipment and applicable Services, AXIOM grants CUSTOMER a non-exclusive, non-transferable, royalty-free right to use the Axiom Automated Threat Defense Platform (ATDP) solely (i) at the place of CUSTOMER's business; and (ii) for CUSTOMER's internal use.
The CUSTOMER shall not assign or sublet any interest in this Subscription Agreement or the equipment or permit the equipment to be used by anyone other than the CUSTOMER or CUSTOMER's employees, without AXIOM's prior written consent.
12. CUSTOMER & SYSTEM DATA.
In connection with your use of the Axiom Automated Threat Defense Platform (ATDP), and any software thereby incorporated therein, AXIOM may obtain, receive, and/or collect data or information, including system-specific data (collectively, the “Data”). CUSTOMER grants AXIOM (i) a non-exclusive, worldwide, royalty-free, perpetual, irrevocable license to use, compile, distribute, display, store, process, reproduce, or create derivative works of the Data solely to provide the Services; (ii) a license to aggregate and use the Data in an anonymous manner in support of AXIOM’s marketing and sales activities; and (iii) the right to copy and maintain the Data on AXIOM’s or its suppliers’ servers as necessary to provide the Services. CUSTOMER represents and warrants that CUSTOMER has obtained all rights, permissions, and consents necessary to use and transfer the Data within and outside of the country in which CUSTOMER is located.
13. LIMITED WARRANTY.
AXIOM (INCLUDING AXIOM AFFILIATES, CONTRACTORS, AND AGENTS, AND EACH OF THEIR RESPECTIVE EMPLOYEES, DIRECTORS, AND OFFICERS), ON BEHALF OF ITSELF AND ITS SUPPLIERS AND LICENSORS MAKES NO EXPRESS OR IMPLIED WARRANTY WITH RESPECT TO ANY OF THE PRODUCTS OR SERVICES, INCLUDING BUT NOT LIMITED TO ANY WARRANTY (i) OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, PERFORMANCE, SUITABILITY, OR NON-INFRINGEMENT; (ii) FOR ANY THIRD-PARTY PRODUCTS; (iii) FOR THE PERFORMANCE OF OR RESULTS TO BE OBTAINED FROM ANY PRODUCTS OR SERVICES; OR (iv) THAT THE PRODUCTS OR SERVICES WILL OPERATE OR BE PROVIDED WITHOUT INTERRUPTION OR ERROR.
14. LIMITATION OF LIABILITY.
AXIOM WILL NOT BE LIABLE FOR ANY INCIDENTAL, INDIRECT, PUNITIVE, SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE PRODUCTS OR SERVICES. EXCEPT FOR YOUR VIOLATION OF AXIOM’S INTELLECTUAL PROPERTY RIGHTS, NEITHER PARTY SHALL HAVE LIABILITY FOR THE FOLLOWING: (i) LOSS OF REVENUE, INCOME, PROFIT, OR SAVINGS; (ii) LOST OR CORRUPTED DATA OR SOFTWARE, LOSS OF USE OF A SYSTEM OR NETWORK OR THE RECOVERY OF SUCH; (iii) LOSS OF BUSINESS OPPORTUNITY; (iv) BUSINESS INTERRUPTION OR DOWNTIME; (v) THE PRODUCTS, DELIVERABLES OR THIRD-PARTY PRODUCTS NOT BEING AVAILABLE FOR USE; OR (vi) THE PROCUREMENT OF SUBSTITUTE PRODUCTS OR SERVICES. B. AXIOM’S TOTAL LIABILITY FOR ANY AND ALL CLAIMS ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT (INCLUDING PRODUCTS AND SERVICES) IN ANY 12 MONTH PERIOD SHALL NOT EXCEED THE TOTAL AMOUNT RECEIVED BY AXIOM DURING THE PRIOR 12 MONTHS OF THIS AGREEMENT FOR THE SPECIFIC PRODUCT OR SERVICE GIVING RISE TO SUCH CLAIM(S). C. THESE LIMITATIONS, EXCLUSIONS, AND DISCLAIMERS APPLY TO ALL CLAIMS FOR DAMAGES, WHETHER BASED IN CONTRACT, WARRANTY, STRICT LIABILITY, NEGLIGENCE, TORT, OR OTHERWISE. THESE LIMITATIONS OF LIABILITY ARE AGREED ALLOCATIONS OF RISK CONSTITUTING IN PART THE CONSIDERATION FOR AXIOM’S SALE OF PRODUCTS OR SERVICES TO CUSTOMER, AND WILL APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY AND EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LIABILITIES.
CUSTOMER shall defend and indemnify AXIOM against any third-party claim resulting or arising from: (i) your failure to obtain any appropriate license, intellectual property rights, or other permissions, regulatory certifications, or approvals associated with technology or data provided by you, or associated with software or components requested by you to be used with, or installed or integrated as part of the Products or Services; (ii) your violation of AXIOM’s intellectual property rights; (iii) any inaccurate representation regarding the existence of an export license or any allegation made against AXIOM due to your alleged violation of applicable export laws; or (iv) your transferring or providing access to Data to AXIOM.
16. COMPLIANCE WITH LAWS; EXPORT REQUIREMENTS.
CUSTOMER shall comply with all applicable laws and regulations in connection with its movement and use of the Axiom Automated Threat Defense Platform (ATDP), and any software thereby incorporated therein. CUSTOMER acknowledges and agrees that the Software as well as related technical data and assistance that may be furnished in the course of the Services may contain encryption or encryption technology and are all subject to legal and regulatory controls and restrictions on export and re-export, including those of the U.S. Department of Commerce. CUSTOMER warrants and represents that the Axiom Automated Threat Defense Platform (ATDP), and any software thereby incorporated therein, was not furnished to CUSTOMER as a result of an export or re-export or import in violation of US or other applicable laws or regulations, that CUSTOMER is not on any Denied Persons list or other list published by the US Government of parties to whom exports or re-exports of products subject to export controls are forbidden, that no Software is located in or controlled from a site in a Group E country (Cuba, Iran, North Korea, Syria or Sudan), and that CUSTOMER will not use any Axiom Automated Threat Defense Platform (ATDP), and any software thereby incorporated therein, or technology furnished hereunder or in connection with any Services to further activities in support of development, manufacture or use of nuclear fuel or weapons, missiles, or chemical or biological weapons. CUSTOMER further covenant that CUSTOMER will immediately notify AXIOM if at any time those warranties and representations become no longer accurate. Regardless of any disclosure CUSTOMER might make to AXIOM of an ultimate destination of the Axiom Automated Threat Defense Platform (ATDP), and any software thereby incorporated therein, CUSTOMER shall not export, either directly or indirectly, any Axiom Automated Threat Defense Platform (ATDP), and any software thereby incorporated therein, without first obtaining any and all necessary approvals from the U.S. Department of Commerce or any other agency or department of the United States Government is required. CUSTOMER understand and agrees that AXIOM may without liability or breach impose certain restrictions and conditions on Services in order to protect against violation of export control laws.
If any portion of these SUBSCRIPTION TERMS shall be held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable. If a court finds that any provision of these SUBSCRIPTION TERMS is invalid or unenforceable, but that by limiting such provision, it would become valid and enforceable, then such provision shall be deemed to be written, construed, and enforced as so limited.
The failure of either party to enforce any provision of these SUBSCRIPTION TERMS shall not be construed as a waiver or limitation of that party's right to subsequently enforce and compel strict compliance with every provision of this agreement.
19. DISPUTE RESOLUTION.
The parties will attempt to resolve any controversies or disputes arising out of or relating to these SUBSCRIPTION TERMS and/or the use and subscription of the Axiom Automated Threat Defense Platform (ATDP) through negotiations amongst the parties. If the matter is not resolved by such negotiation, the parties will resolve any controversies or disputes arising out of or relating to this Agreement by mediation. If mediation is not successful in resolving the entire dispute or is unavailable, any outstanding issues will be submitted to final and binding arbitration under the rules of the American Arbitration Association. The arbitrator's award will be final, and judgment may be entered upon it by any court having proper jurisdiction.
20. GOVERNING LAW.
These SUBSCRIPTION TERMS shall be construed in accordance with the laws of the State of Nevada, without regard to conflicts of law.