PLEASE READ THE FOLLOWING CAREFULLY BEFORE ACCEPTING THESE TERMS AND ACCESSING, USING AND/OR REGISTERING FOR THE AXESS INTELLIGENCE WEBSITE, PLATFORM OR SERVICES.
By creating an Account in axess Intelligence as an Authorized User and/or by accessing and using the axess Intelligence Platform or website, www.axessintelligence.com (the “Site”), you accept these Terms of Service (the “Terms”), and you acknowledge that you, on your own behalf as an individual and/or on behalf of your employer or another legal entity (collectively, “you” or “your”), have read and understood and agree to comply with these Terms, and are entering into a binding legal agreement with Axess Intelligence GmbH (“axess Intelligence”, “us”, “we” or “our”). If you are creating an Account, you are entering into these Terms on behalf of your team, company, organization or any other entity that you either represent or belong to (the “Organization”), and you represent and warrant that you have full authority to bind your Organization to these Terms. If you do not agree to comply with and be bound by these Terms or do not have authority to bind your Organization, please do not accept these Terms or access or use the Platform. To the extent allowed under applicable law, you hereby waive any applicable rights to require or receive an original (non-electronic) signature or delivery of non-electronic records of these Terms. If you have executed a written contract, service order or other agreement with axess Intelligence governing your access to and use of the Platform, then the terms of such agreement will govern and will supersede these Terms in the event of any conflict or inconsistency; except for the terms herein that refer to your access to, use of and/or registration for the Site or our Platform, all of which shall remain in effect. All capitalized terms used herein shall have the meanings given for such terms herein.
1. Description of the Service and Site.
1.1. Service. axess Intelligence is the owner or licensee of the axess Intelligence platform, a market intelligence solution that enables insights on companies CRM activities which is made available to you on a software as a service (SaaS) basis (the “Platform”) through a web portal on our Site, and includes: (i) the software that you access via the Site; (ii) any other applications, extensions and features, if any, made available or provided to you by axess Intelligence in connection with the Site or Platform (the “Applications”); and (iii) the trademarks and logos (“Marks”), content, text, documents, descriptions, products, graphics, photos, sounds, videos, and interactive features (together with the Marks, “Content”), contained in or made available through the Site or Platform.
1.2. Site. The Site www.axessintelligence.com is intended to provide you with information about axess Intelligence and its products, to enable you to purchase a subscription to the Platform and provide subscribers with a web portal to access the Platform.
2. Ability to Accept Terms.
If you, as an Authorized User, access and use the Site and/or Platform, you represent and warrant that you are at least 18 years old (or 13 years old if you are registering with the supervision of an adult parent or guardian). The Site and/or Platform is only intended for individuals aged eighteen years or older, or thirteen (13) years or older with the supervision of an adult parent or guardian. If you are under 13 years old please do not visit, access or use the Site and/or Platform. If you are between 13 and 18 years of age, then you must review these Terms with your parent or guardian before visiting, accessing or using the Site to make sure that you and your parent or guardian understand these Terms and agree to them. You may not access and use the Platform if you are, and you represent and warrant that you are not, a competitor of axess Intelligence.
3. Subscription to the Platform.
Subject to your compliance with these Terms as an Authorized User, axess Intelligence hereby grants you a non-exclusive, nontransferable, worldwide, revocable and limited license to use a limited version of the Platform with the features described on the Site (“Subscription”) to access and use the Platform during the Subscription Period (as defined below).
An “Authorized User” means an employee or representative of your Organization who has been supplied with a single user identification and password to access and use the Platform on his/her own behalf or on behalf of his/her Organization. Your use of the Platform shall be permitted only by employees of your Organization. No other use of the Platform not specified in these Terms, including use by any other employees, agents, contractors, consultants, representatives, personnel or other parties or individuals of or on behalf of your Organization or its affiliates or subsidiaries, shall be permitted. axess Intelligence shall provide you, for each Authorized User, a user name and password for logging into the Platform, following which use of the Platform by each Authorized User shall be enabled. You shall have the right to reassign any of the Authorized Users provided hereunder, from one of the individuals currently specified as an Authorized User to any other employee of your Organization.
4. Site Access.
We hereby grant you permission to visit and use the Site for your information and personal use only (and, where applicable, the internal business purposes of your Organization), subject to these Terms and your compliance with applicable law.
Except as expressly permitted in these Terms, you may not, and shall not allow any third party to: (i) give, sell, rent, lease, timeshare, sublicense, disclose, publish, assign, market, sell, display, transmit, broadcast, transfer or distribute any portion of the Platform, Site or Applications to any third party; (ii) circumvent, disable or otherwise interfere with security-related features of the Platform, Site or Applications or features that prevent or restrict use or copying of any content or that enforce limitations on use of the Platform, Site or Applications; (iii) reverse engineer, decompile or disassemble, decrypt or, attempt to derive the source code of, the Platform, Site or Applications or any components thereof, or create any derivative works of the Platform, Site or Applications, or any part thereof; (iv) present or share the data or information received through the Platform without axess Intelligence’s prior consent, and in the event such consent was given, present or share such data or information without attribution to axess Intelligence pursuant to axess Intelligence’s branding guidelines; (v) use any robot, spider, scraper, or other automated means to access or monitor the Platform, Site or Applications for any purpose, or to copy, access, collect, download, or otherwise obtain data, content or other information from the Platform, Site or Applications; (vi) take any action that imposes or which axess Intelligence determines, in its sole discretion, may impose an unreasonable or disproportionately large load on the axess Intelligence infrastructure or infrastructure which supports the Platform, Site or Applications; (vii) interfere or attempt to interfere with the integrity or proper working of the Platform, Site or Applications, or any related activities; (viii) remove, deface, obscure, or alter axess Intelligence’s or any third party’s identification, attribution or copyright notices, trademarks, or other proprietary rights affixed to or provided as part of the Platform, Site or Applications, or use or display logos of the Platform, Site or Applications without axess Intelligence’s prior written approval; (ix) use axess Intelligence’s Marks without our prior written consent; (x) use the Platform or Site to develop, offer, operate, support or enable a competing service or product; and/or (xi) use the Platform, Site or Applications in any unlawful manner, for any harmful, irresponsible, or inappropriate purpose (including without limitation third-party defamation), or in breach of these Terms, any terms and conditions of any third-party product or service you use, or any agreement you have entered into with any third party.
In order to use the Platform and become an Authorized User, you are required to create a personal user account (“Account”). In creating your Account, you acknowledge and agree: (i) to provide accurate and complete Account and login information; (ii) to keep, and ensure that your user Account login details and password are kept, secure at all times; (iii) to remain solely responsible and liable for the activity arising out of any failure to keep your Account details confidential; and (iv) to promptly notify axess Intelligence in writing if you become aware of any unauthorized access or use of your Account or the Platform. In creating your Account, you further represent and warrant that you were not previously blocked by axess Intelligence from having an Account or otherwise using the Platform.
7. Intellectual Property Rights.
7.1. Site and Platform. The Platform and Site, including all Content contained or displayed on the Site or Platform, are the property of axess Intelligence and may be protected by applicable copyright or other intellectual property laws and treaties. Title and full, exclusive ownership rights in the Site, Platform and Applications (and all parts of either, including the Content), and all reproductions, corrections, modifications, enhancements and improvements, and all related patent rights, copyrights, trade secrets, trademarks, service marks, related goodwill, including data related to your usage of the Site and Platform, are axess Intelligence’s intellectual property, and any rights therein not explicitly granted to you hereunder, are reserved to and shall remain solely and exclusively proprietary to axess Intelligence (or its third-party providers). “axess Intelligence”, the axess Intelligence logo, and other marks are Marks of axess Intelligence or its affiliates. All other trademarks and logos used on the Site, Applications or Platform are the trademarks, Platform marks, or logos of their respective owners. We reserve all rights not expressly granted in and to the Platform, Applications, Site and the Content.
7.2. Feedback. It is anticipated that you, as an Authorized User or a Site visitor, may provide suggestions, comments or other feedback to the axess Intelligence Platform and/or the Site (“Feedback”). Feedback shall be deemed the sole property of axess Intelligence. Without derogating from the above, axess Intelligence will be free to adopt such Feedback for any of its products or Platforms, use it in any other manner, disclose, reproduce, license or otherwise distribute and exploit the Feedback provided to it as it sees ﬁt, entirely without obligation or restriction of any kind on account of intellectual property rights or otherwise. You and your Organization hereby waive any right to the Feedback, including but limited to, moral rights and any right for royalties or any other consideration. Without derogating from the above, you hereby grant us a worldwide, irrevocable, non-exclusive, royalty-free, perpetual, sublicensable and transferable license to use, reproduce, distribute, prepare derivative works of, display, and perform any information and/or content that you post, disclose, publish or otherwise make available in the course of axess Intelligence’s webinars, customer forums/blogs, community forums/blogs or any other similar event or venue, including without limitation for publishing and redistributing part or all of such information and/or content (and derivative works thereof) in any media formats and through any media channels, and you hereby waive any moral rights in such information and/or content, to the extent permitted by law.
9. Subscription Term, Renewal and Termination.
9.1 Annual Subscription Term. If you choose to purchase an annual Subscription, the term of your Subscription shall commence upon our confirmation of your payment of the Fees in accordance with the payment instructions on the Site, at which time you will be provided access to the Platform and the term of your Subscription shall beginn with a period of twelve (12) months (the “Initial Term”). Thereafter, your Subscription shall be extended for one or more additional periods of twelve (12) months each, unless either party notifies the other party thirty (30) days prior to the expiration of the then-current term that it does not wish to renew the Subscription. Each 12-month Initial Term and renewal term is referred to herein as a “Term”.
9.2 Termination. Termination by axess Intelligence. axess Intelligence may terminate your Subscription to the Platform at any time and without prior written notice in any case where it believes that you or your Organization have breached these Terms. Upon such termination, you shall cease all use of the axess Intelligence Platforms.
9.3 Termination by you. You may terminate your Subscription to the Platform by canceling your Account through the tools that we make available within the Platform or by sending a cancellation request to us at firstname.lastname@example.org, in which case we will use commercially reasonable efforts to respond within a reasonable time. Payment obligations are non-cancelable and Fees paid are non-refundable.
9.4 Objection. If you object to any term or condition of these Terms, or any subsequent modifications thereto, or become dissatisfied with the Site, Platform or Applications in any way, your only recourse is to immediately discontinue use of the Site, Platform or Applications (and cancel your Subscription).
If we believe, in our sole discretion, that you are using the Platform in a manner that may cause harm to us or any third party, or which is in breach of these Terms, then we may, without derogating from our right to terminate your Subscription as specified in these Terms, suspend or terminate your User Account or your access to and use of the Platform, or parts thereof.
If you choose to purchase a Subscription, the fees will be specified at Check-out Page (the “Fees”) and must be paid in advance in accordance with the payment instructions set forth on the Site. If you are invoiced for purchase of the Subscription by us, full payment of the Fees must be received within thirty (30) days from the invoice date in accordance with the payment instructions and the currency set forth in the invoice. Fees are stated exclusive of any taxes, levies, customs fees, duties, or similar governmental assessments of any nature, including value-added, sales, use or withholding taxes, assessable by any jurisdiction (collectively, “Taxes”). You will be responsible for paying all Taxes associated with your purchases, except for taxes assessed against us directly by a local tax authority based on our net income. Should any payment for the Subscription be subject to withholding tax by any government, you will be responsible for such taxes and will reimburse us to the extent we are required to pay any such withholding taxes.
12. Warranty Disclaimer.
12.1. The Site, Platform and Applications are provided on an “as is” and “as available” basis, and without warranties of any kind either express or implied. You assume all responsibility for accessing and using the Site and Platform and for the selection of the Platform to achieve your intended results. AXESS INTELLIGENCE HEREBY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
12.2. THE DATA CONTAINED ON THE SITE AND PLATFORM IS BASED ON INFORMATION AND CONTENT OBTAINED BY AXESS INTELLIGENCE FROM THIRD PARTIES, INCLUDING ESTIMATIONS AND EXTRAPOLATIONS BASED ON SUCH DATA. AXESS INTELLIGENCE, ITS AFFILIATES AND THIRD-PARTY PROVIDERS SHALL NOT BE HELD RESPONSIBLE OR LIABLE FOR THE ACCURACY OF THE PLATFORM DATA OR ANY OMISSIONS OF DATA IN OR FROM THE SITE, PLATFORM AND APPLICATIONS. AXESS INTELLIGENCE, ITS AFFILIATES AND THIRD-PARTY PROVIDERS SHALL HAVE NO RESPONSIBILITY OR LIABILITY FOR ANY BUSINESS CONDUCTED, DECISIONS MADE, OR ANY OTHER ACTION OR INACTION BY YOU OR YOUR ORGANIZATION AND ITS AFFILIATES, CUSTOMERS, PARTNERS OR PARTIES WITH WHOM YOU DO BUSINESS, WHETHER OR NOT BASED IN WHOLE OR IN PART ON THE SITE, PLATFORM OR APPLICATIONS OR ANY DATA ACCESSED THEREFROM BY YOU OR YOUR ORGANIZATION.
12.3. AXESS INTELLIGENCE DOES NOT WARRANT THAT THE SITE AND PLATFORM OR ACCESS TO AND USE OF THE SITE AND PLATFORM WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SITE OR PLATFORM IS FREE FROM VIRUSES OR OTHER HARMFUL CODE.
12.4. AXESS INTELLIGENCE OFFERS NO WARRANTY REGARDING THE RELIABILITY OF THE PERFORMANCE OF THE PLATFORM OR APPLICATIONS, INCLUDING WITHOUT LIMITATION ANY WARRANTY THAT THE PLATFORM OR APPLICATIONS, INCLUDING ANY ANTI-VIRUS OR ANTI-SPAM FEATURES, WILL DETECT, BLOCK OR PREVENT VIRUSES, SPAM OR OTHER HARMFUL OR UNWANTED CODE OR INTRUSIONS.
12.5. YOU AGREE THAT WE WILL NOT BE HELD RESPONSIBLE FOR ANY CONSEQUENCES THAT MAY RESULT FROM TECHNICAL PROBLEMS INCLUDING, WITHOUT LIMITATION, IN CONNECTION WITH THE INTERNET (SUCH AS SLOW CONNECTIONS, TRAFFIC CONGESTION OR OVERLOAD OF OUR OR OTHER SERVERS) OR ANY TELECOMMUNICATIONS OR INTERNET PROVIDERS.
12.6. Applicable law may not allow the exclusion of certain warranties, so to that extent such exclusions may not apply.
13. Limitation of Liability.
NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THESE TERMS AND TO THE FULLEST EXTENT PERMISSIBLE BY LAW:
13.1. IN NO EVENT WILL AXESS INTELLIGENCE, ITS AFFILIATES AND THIRD-PARTY PROVIDERS, BE LIABLE UNDER, OR OTHERWISE IN CONNECTION WITH, THESE TERMS FOR: (A) ANY DIRECT, INDIRECT, EXEMPLARY, SPECIAL, CONSEQUENTIAL, INCIDENTAL OR PUNITIVE DAMAGES; (B) ANY LOSS OF PROFITS, BUSINESS, OR ANTICIPATED SAVINGS; (C) ANY LOSS OF, OR DAMAGE TO DATA, REPUTATION, REVENUE OR GOODWILL; AND/OR (D) THE COST OF PROCURING ANY SUBSTITUTE GOODS OR PLATFORMS.
13.2. IN NO EVENT SHALL THE AGGREGATE LIABILITY OF AXESS INTELLIGENCE, ITS AFFILIATES OR ITS THIRD-PARTY PROVIDERS, UNDER, OR OTHERWISE IN CONNECTION WITH, THESE TERMS (INCLUDING THE SITE AND THE PLATFORM), EXCEED THE TOTAL AMOUNT OF FEES ACTUALLY PAID BY YOU (IF ANY) IN THE SIX (6) MONTHS IMMEDIATELY PRIOR TO THE EVENT GIVING RISE TO SUCH LIABILITY.
13.3. THE FOREGOING EXCLUSIONS AND LIMITATIONS OF LIABILITY SET FORTH IN THIS SECTION 16 SHALL APPLY: (A) EVEN IF AXESS INTELLIGENCE, ITS AFFILIATES OR THIRD-PARTY PROVIDERS, HAVE BEEN ADVISED, OR SHOULD HAVE BEEN AWARE, OF THE POSSIBILITY OF LOSSES OR DAMAGES; (B) EVEN IF ANY REMEDY IN THESE TERMS FAILS OF ITS ESSENTIAL PURPOSE; AND (C) REGARDLESS OF THE THEORY OR BASIS OF LIABILITY (SUCH AS, BUT NOT LIMITED TO, BREACH OF CONTRACT OR TORT).
13.4. NO ACTION, REGARDLESS OF FORM, MAY BE BROUGHT BY YOU AFTER THE EARLIER OF (A) 12 MONTHS AFTER THE DATE ON WHICH YOU BECOME AWARE THAT A CAUSE OF ACTION HAS ARISEN, OR (B) THE PERIOD SET FORTH UNDER THE APPLICABLE STATUTE OF LIMITATIONS.
You shall defend, indemnify, and hold axess Intelligence harmless from and against any and all damages assessed against axess Intelligence (including reasonable attorneys’ fees) arising from a third party claim based on any business conducted, decisions made, or other action or failure to act by you, your Organization or any of its affiliates, customers, partners or parties with whom you or your Organization does business, whether or not based in whole or in part on the Site or Platform or any data accessed therefrom by you or your Organization; provided: (a) axess Intelligence notifies you promptly in writing of any such claim and gives you authority, information, and assistance in the defense of such claim; and (b) axess Intelligence does not make any admissions in response to any such claim without your consent.
16. Third-Party Software.
Portions of the software upon which the Platform is based may include third party open source software that is subject to third party terms and conditions (“Third Party Terms”). If there is a conflict between any Third Party Terms and these Terms, then the Third Party Terms shall prevail but solely in connection with the related third party open-source software. Notwithstanding anything to the contrary, axess Intelligence makes no warranty or indemnity hereunder with respect to any third party open-source software.
These Terms, and any rights granted hereunder, may not be transferred or assigned by you but may be assigned by axess Intelligence without restriction.
18. Customer Reference.
You acknowledge and accept that axess Intelligence has the right to use your name and logo and the name and logo of your Organization to identify you as a customer of axess Intelligence or user of the Platform, on axess Intelligence’s website, marketing materials or otherwise by announcements on social media or otherwise.
We reserve the right, at our discretion, to change these Terms at any time. Such change will be effective ten (10) days following our sending a notice thereof to you or posting the revised Terms on the Site, and your continued use of the Site and/or Platform thereafter means that you accept those changes.
20. Governing Law and Disputes.
20.1. These Terms and any disputes between you and axess Intelligence shall be governed by the laws of the State of Germany, without reference to its conflict of laws rules.
20.2. The exclusive jurisdiction and venue for all disputes between you (and your Organization) and axess Intelligence shall be the courts located in Cologne, and each party hereby irrevocably consents to the jurisdiction of such courts. Application of the United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transaction Act are excluded from these Terms. Notwithstanding the foregoing, axess Intelligence reserves the right to seek injunctive relief in any court in any jurisdiction.