ALL USE OF THIS SOFTWARE IS SUBJECT TO THE TERMS OF THIS LICENSE.
YOU MUST NOT ACCESS, USE, OR INTERACT IN ANY WAY WITH THIS SOFTWARE UNLESS YOU AGREE TO AND ACCEPT ALL TERMS AND CONDITIONS OF THIS END-USER LICENSE AGREEMENT
IF YOU DO NOT AGREE TO OR CHOOSE NOT TO ACCEPT THE TERMS AND CONDITIONS OF THIS LICENSE, YOU MAY NOT ACCESS THE SOFTWARE.
You further understand that AXL EdTech Booster LLC, 16192 Coastal Highway, Lewes, Delaware 19958, County of Sussex, may begin tracking or collecting information from visitors who come from third-party email or advertisements immediately.
In this Agreement, the following words and expressions have the following meanings:
EULA or Agreement mean this End-User License Agreement;
Company means AXL EdTech Booster LLC and its assignees;
Current balance means your virtual account displayed in your Personal Profile on the Platform in the “Accesses and Payments” section. It takes into account in real time such operations as: receipt of payment for the license, withdrawal the funds in accordance with the Pricing Plan, any payment debts, blocking, unblocking date.
Invoice mean a document generated by the Company for the reporting period based on your usage summary of the Platform functionality in accordance with the Pricing Plan (see https://axl.tech/pricing).
The Invoice is a reporting document and available in your Personal Profile on the Platform.
License means the limited personal license rights granted in paragraph 3;
License term means a period of time from the date of your Personal Account registration on the Platform until the date when your Current Balance fell below the maximum allowable limit established by this Agreement.
The period during which you are entitled to use the Software on the terms set in section 4 of this Agreement.
Maximum allowable limit of the Current balance means a negative amount of funds (as indicated at https://axl.tech/pricing) on your Current Balance upon reaching which the functionality of the Platform is blocked and the license term is suspended.
_Partner Profile _ means your Profile as a Partner of Company, access to which is granted in accordance with the Partnership Agreement. This Profile may be used for promotion of Company and its products at services market and you may receive bonuses for partner activity that may be used as a payment or a discount for purchase of Company products.
Personal Profile means a set of protected pages of the Platform created as a result of your registration on the Platform, designed to store and manage your data and information (content) intended for you and your users.
You are solely responsible for the safety and confidentiality of the registration data (login and password).
All actions carried out through the Personal Account using your login and password are considered to be carried out by you, and you are responsible for such actions.
_Pricing Plan _ means use the value of services available at the Platform.
The description and rates are posted on the resource https://axl.tech/pricing and are part of this agreement.
_Purpose of using the Platform _ means following:
The platform is intended for posting online learning materials (such as but not excluding: audio- and video recordings, graphs, tables, images, documents, and other materials), interaction with users, monitoring the passage of the course by users, collecting analytical data, communicating with the user in the form of text messages and audio visual contact, sending emails, chat messages for marketing purposes to attract students to online courses, marathons, and other activities related to online learning.
Reporting period means a calendar month (from the first to the last day of each month).
Site/Website means any site for your access to the software, including but not limited https://axl.tech, https://axl.tech;
Software (or Company’s Software) means any Company’s software including any web- or cloud-based application, mobile app, server-based application, client, desktop or standalone software application, plugin, or add-on, including but not limited to Company’s shopping cart software. “Software” means also manuals, tutorials, user guides, videos, and accompanying or associated materials whether printed or electronic; and includes all documentation,
Usage Summary means data of the Company's automated information recording systems in electronic form containing information about the number of your requests to the Platform, the amount of Platform functionality used by you, and other information related to Platform usage. The usage summary is available to you in the Personal Account on the Platform in the “Usage Summary” section.
You mean a user (or licensee) of any Company’s Software
Company retains all ownership including all right, title, and interest in and to the Software, the underlying code, and any copies thereof. You understand and agree that Company (and not you) has and keeps all proprietary rights including without limitation all intellectual property rights therein, including copyrights, patents, and trademarks which all remain exclusively Company's property.
More particularly, you agree and acknowledge that the Software is Company's exclusive property and that the Software is protected by copyright, trademark protection, database rights, and other intellectual property rights, and may be the subject of patent protection. Company grants you no express or implied rights under Company's copyrights, trademarks, patents, or other intellectual property or proprietary rights. You further understand and agree that you may not, and will not, in whole or in part, adapt, alter, assign, clone, copy, create a derivative of, decode, decompile, disassemble, distribute, lease, license, modify, publish, reproduce, reverse engineer, sell, transfer, translate, or vary the Software without the prior written authorization of Company, directly or indirectly through any person in your employ or under your authorization, direction, or control.
You further understand and agree that to the extent that the Company Software utilizes, incorporates, or references any third-party software, those portions may remain the intellectual property of such third parties. To the extent that Company’s Software utilizes or references any modules, libraries, or the like, that include code that is subject to restrictions on proprietary rights or which require public licensing terms, those restrictions or terms only pertain to such modules or libraries and do not alter the terms of this EULA, or your rights hereunder, or any proprietary rights as between you and Company.
The only rights you have regarding the Software are those usage rights expressly provided in the License below. You also understand that you may not, directly or indirectly remove any Company proprietary notices from the Software including copyright notices, trademark notices, or notices or markings regarding patents or patent status. Likewise, any third-party notices or marking must remain intact.
Company hereby grants to you a non-exclusive, non-transferable, revocable, limited, and personal license to use the Software (the "License") in accordance with the terms of your purchase, subscription, or service plan, this EULA and Company's Applicable Use Conditions (see “Terms and Conditions”) as amended from time to time, and you agree to comply with any restrictions therein.
The Software utilizes, interfaces with, or operates in connection with services provided by or through Amazon AWS and other third-party services. This license is therefore also subject to all applicable limitations, terms, and conditions of service for these services to the extent they control content or usage. You agree to comply with all such limitations, terms, and conditions in connection with your usage of the Software.
You understand that the Company reserves the right, in its sole discretion, to discontinue any features or aspect(s) of the Software at any time.
Your License is Personal to You; You May Not Transfer Your Rights or Duties
The limited license rights granted in this Agreement are personal to you, as are the obligations, duties, representations, and warranties made by you herein.
You may not license, sublicense, assign, or otherwise transfer or dispose of, all or any part of the Software or any of the limited rights granted to you in this Agreement to any third party. You may not remove, move, or relocate the Software from the Site or any server on which it is located unless you are expressly authorized to do so in writing by the Company.
Your License is Limited.
Your License to use the Company’s Software is limited. Your License is subject to our Acceptable Use Conditions incorporated therein. You may also be subject to specific limitations based on the License you purchased or your subscription to the Company Software. The Company will use reasonable efforts to inform you of such limitations prior to and at the time of purchase or subscription. Limitations may also be imposed by third parties over whom the Company has no control. For example, a third party may refuse to process certain types of transactions, or transactions from certain locations, or transactions for certain goods or services. The Company will use reasonable efforts to communicate any such limitations to you. Other limitations may pertain to your usage of particular features or certain aspects of the Company Software. For example, you will have a limit on the number of emails you can send, and the amount of video you can deliver via the Company Software, and you will be responsible for fees for usage of those features in excess of your limits. The Company will publish the fees for any such usage and reserves the right to revise them it shall deem useful, in its sole discretion. YOU ARE ALSO RESPONSIBLE FOR TIMELY PAYMENT OF YOUR USAGE OR OTHER FEES, AND YOUR LICENSE MAY BE TERMINATED FOR NONPAYMENT OF ANY SUCH FEES.
You have right to:
provide Users and other third parties with access to information generated and posted by you as a result of the operation of the Platform, in order to generate summary reports, and use the Platform for its intended purpose such as posting online course materials, interacting with users, monitoring the success of the passage course users;
provide access to the Platform in your Personal Profile for the purpose of using the Platform by third parties, which are understood to be your employees, as well as persons who are in contractual relations with him. At the same time, you are responsible for the actions of such persons in your Personal Profile, which means that all actions performed in the Personal Profile by such persons will be considered as yours;
become a Partner of Company and receive access to the Partner Profile in accordance with the Partnership Agreement;
notify the Company in case of unauthorized disclosure of credentials to your Personal Profile on the Platform, immediately (within 24 hours) in order to block access to your Personal Profile on the Platform and change the credentials for access to the Platform;
You are obliged to:
use the Platform only for the purposes and in the ways specified in this Agreement. The Platform is used by the you through remote access to the Platform via the Internet and display of the Platform interface on your device. The Company grants you the right to use the Platform solely for the purposes specified in this Agreement.
not allow payment debts to the Company for the license in the amount of the maximum allowable limit of the Current Balance established by this Agreement.
If You have a payment debt for the license in the amount of the maximum allowable limit of the Current Balance, the Company has the right to block the access to the Platform from the day the maximum allowable limit of your Current Balance arises. Your access to the Platform will be resumed the next day after the Company receives payment for the license in the amount that allows to pay off a debt at your Current Balance, or upon receipt of the advance payment for the license exceeding the amount of the reached negative value of your Current Balance. The upfront cost of the license paid by you will be spent by the Company on the basis of pricing plan and usage summary.
If you have a debt in the amount of the maximum allowable limit of the Current Balance, and if you do not repay the specified debt within 6 (six) calendar months from the date of its formation, the Company will have the right to terminate this Agreement and delete (including without the possibility of recovery) all data available in your Personal Profile on the Platform, such as, but not excluding: the materials of your online courses, information about the users, contacts, analytical information, and other information and documentation posted by you in the Personal Profile on the Platform.
The application by the Company of the above measures to block the functionality of the Platform does not release you from the obligation to pay for the license for the expired period, based on the Invoice issued by the Company;
independently monitor the state of your Current Balance, in order to avoid reaching the maximum allowable limit of the Current Balance;
timely and in full pay for the license in the amount of at least the maximum allowable limit of the Current Balance and replenish the Current Balance to its positive value, or by making advance payments to the Company’s account in an amount exceeding the amount of the maximum allowable limit of the Current Balance. The amount of your advance payment will be displayed in the Current Balance section, the funds of which will be spent according to the Pricing Plan specified on the site https://axl.tech/pricing until fully spent or until the next replenishment of the account;
prevent the loss or transfer to third parties of credentials for access to the Platform;
be responsible for the actions of third parties to whom the credentials for access to your Personal Profile on the Platform were transferred as for their own;
familiarize yourself with the Pricing Plan at the site https://axl.tech/pricing;
provide yourself with all the necessary hardware and software systems, equipment, computer programs necessary to access the Internet and the Platform.
The Company is obliged to:
provide you with a non-exclusive license to the Platform from the date of your Personal Profile registration on the Platform and for the entire duration of the license provided for in this Agreement;
grant the twenty-four-seven access to the Platform except for the period of Software Updates and Maintenance, which are no more than 48 hours per month;
eliminate possible software failures in the operation of the Program that arose due to the fault of the Company, based on your application, if it technically possible, except in cases the software failures arose due to your fault;
provide you with an electronic Invoice on a monthly basis by posting it in your Personal Profile. The Invoice contains information on all operations for crediting and spending your funds in accordance with the Pricing Plan.
suspend the license and your access to the Platform from the date of reaching the maximum allowable limit of your Current Balance. Your access to the Platform will be resumed the next day after the Company receives the payment for the license in the amount of the maximum allowable limit of your Current Balance, or the advance payment for the license exceeding the amount of the achieved negative value of the Current Balance. The advance payment for the license will be spent by the Company on the basis of Pricing Plan and Usage Summary;
terminate this Agreement and delete (including without the possibility of recovery) all of your materials posted on the Platform in your Personal Account, including all materials and contacts users if your Current Balance reaches the maximum allowable limit and you do not repay the specified debt within 6 (six) calendar months from the date of formation of the specified debt.
At the same time, you are not released from the obligation to pay for the license for the expired period, on the basis of the Invoice issued by the Company;
issue new releases and versions of the Program, establish the conditions for its provision as well as new conditions for technical support and maintenance;
unilaterally terminate this Agreement out of court and delete, including without the possibility of recovery, all your materials posted on the Platform in your Personal Profile if the following circumstances occur simultaneously:
lack of your authorizations on the Platform for 6 (six) or more calendar months in a row;
the absence of a positive balance at your Current Balance (when the Current Balance is equal to 0 or has negative values) as of the date the Company decides to delete your data.
The Parties agreed to regard the presence of the above two circumstances as your refusal from this Agreement.
To apply this clause the Company through the Personal Profile sends a warning letter to you with a request to stop using the Platform not for the purposes specified in this Agreement. If you continue to use the Platform for purposes other than those specified in this Agreement after receiving a warning letter, the Company will have the right to terminate this Agreement and block the functionality of the Platform and access to your Personal Profile with the simultaneous deletion of all materials posted in the your Personal Profile on the Platform.
At the same time, the advance payment for the license made by you is not refundable but is unilaterally and extrajudicially withheld by the Company as a penalty for violation of the terms of this Agreement;
conduct various marketing campaigns (including price reduction campaigns) to stimulate demand for software;
change the Pricing Plan at any time by publishing new one on the Website https://axl.tech/pricing. You oblige to familiarize yourself with the Pricing Plan before authorization on the Platform. Any continued use of the Platform means your consent with the Pricing Plan changes. If you do not agree with the Pricing Plan changes, you must stop any use of the Platform and apply to the Company for termination of this Agreement.
The amount of the Company's fee for providing a license to the Platform is indicated on the page on the Internet https://axl.tech/pricing.
The Company’s fee for granting a license is indicated and paid in US dollars.
Your Current Balance is displayed with a value of 0 immediately after registration of Personal Profile on the Platform. As you use the Platform services the amount of payment for the license is calculated according to the Pricing Plan and published in your Personal Profile on the Platform in the Current Balance section. You are obliged to independently monitor your Current Balance state and prevent the achievement of its maximum allowable limit established by this Agreement.
You pay for the license by yourself on the basis of this Agreement in the amount of:
not less than the maximum allowable limit of the Current Balance and displayed in your Personal Profile on the Platform, and in the amount necessary to achieve a positive value of the Current Balance; or
an advance payment in the amount exceeding the maximum allowable limit of the Current Balance. The amount of your advance payment will be displayed in the Current Balance section, the funds will be spent according to the Pricing Plan specified on the site https://axl.tech/pricing until fully spent or until the next replenishment of the account.
The Company during the first 5 (five) calendar days of each calendar month, places in your Personal Profile an electronic Invoice for the past period. Such Invoice displays all operations for crediting and spending funds you have paid for the license according to the Pricing Plan and Usage Summary.
Payment for the License is carried out in a non-cash form, including using the software and hardware of the payment service involved by the Company, aggregator and/or payment provider. In this case, the date of payment is the date of receipt of funds by the Company on a bank account or on the account opened by the Company in any of the software and hardware tools of the payment service involved by the Company, aggregator and/or payment provider.
Payment for the license is carried out by yourself on the basis of this Agreement without issuing an invoice.
Payment for the license can be made by a third party in the manner provided for in this section of the agreement. The purpose of payment (message for payment) of a third party for you must indicate your first and last name.
All commissions that are withheld by the bank, payment systems, aggregators, agents, providers, for the transfer of funds (or credit) are attributed to you (paid by yourself at your own expense). The interest of banks (other credit institutions), brokers, agents, creditors, as well as payment systems, payment aggregators that have carried out (including, but not excluding) lending or transferring funds are not subject to return and reimbursement upon termination of this Agreement for any reason.
The Parties agreed that the absence of your written substantiated claims sent by mail to the address of the Company within a period of not more than 2 calendar days from the date of receipt of an Invoice will be your full and unconditional consent with the amount of payment for the license specified in the Invoice and must be paid in full.
We provide a full no-questions-asked refund within seven days (7) days of payment completed. Simply send us an email to billing@axl.tech or write ti support chat within seven (7) days of payment letting us know that you want a refund. Refund amount must be not more than Current balance, refundable is the only resilend Balance on the account. All funds deducted due to usage of Software are non refundable. We reserve the right to refuse refunds to anyone who abuses this Refund Policy.
While the Company’s Software is reasonably believed to be functional and to accurately perform its function(s), the Company cannot guarantee that the Software will not contain errors or omissions, now or in the future. The Company’s Software has been rigorously tested internally, and during various alpha, beta, and other testing with third parties such that the Company reasonably expects that such testing has or will identify any significant errors for correction. However, certain errors may not be readily detected and may remain hidden. The Software is provided to each Licensee on an "AS IS" with any and all faults or failings. You agree that your access and use of the Software is entirely at your own risk. The Company makes absolutely no express guarantees or warranties about the Software or your use of the Software for any purpose. All conditions, warranties, terms, representations, and undertakings, express or implied, in respect of the Software are expressly excluded. Moreover, to the extent permissible under applicable law, the Company specifically disclaims any and all warranties or guarantees, including any that may be implied by law or otherwise, including without limitation any warranty of performance, accuracy, completeness, quality, merchantability, fitness for a particular purpose, and any warranty of non-infringement of any intellectual property or other rights of any third party. Further, the Company does not warrant or assume any responsibility for financial transactions processed via the Software. You should track and verify all transactions until you have confidence that your transactions are being properly processed and all monies due you are being paid to your account(s). You assume the risk of failing to check your own accounts sufficiently. As with any important business data, you should also regularly BACK-UP or otherwise PRESERVE your User Content and other data including data pertaining to financial transactions in connection with the Software. You are solely responsible for your Data. The Company does not warrant or represent that it will preserve or retain any Data for you after the expiration, lapse, or termination of your License to use the Software for any reason by any party, including failure to pay fees due. However, the Company reserves the right to do so at its sole discretion. The Company also does not warrant or guarantee that your use of the Software is legal/permissible under the applicable law in your locality. You agree with the foregoing and assume all risks associated with accessing or using the Software for any financial transactions.
You understand that the Company does not guarantee any confidentiality with respect to any goods, services, products, promotions, or offerings used in connection with the Software.
You accept all responsibility and liability for any damages you suffer in connection with accessing or using the Software, or installing any software, plugin, add-on or the like, in connection with the Company Software. You understand that the Company's liability is strictly limited by this Agreement. Do not access or use the Company’s Software if you are unable or unwilling to accept this limitation. In no event shall the Company or its directors, officers, agents, employees or licensors be liable for any losses or damages whatsoever or howsoever incurred as a result of any access or use of, or inability to access or use the Software, including, without limitation, lost profits, lost opportunities, business interruption, or lost information, and lost Data, except to the extent which it is unlawful to exclude such liability. Your use of the Software is entirely at your own risk. In the event that any exclusion contained in this Agreement shall be held to be invalid for any reason and the Company becomes liable for any loss or damage, you agree that the Company's liability shall be limited to the lesser of US $50.00 or what you paid to license the Software, as agreed-upon liquidated damages.
In no event shall Company, its officers, directors, employees, or agents, be liable to you for any direct, indirect, incidental, special, punitive, or consequential damages whatsoever resulting from:
Whether based on warranty, contract, tort, or any other legal theory, and whether or not the Company was advised of or knew of the possibility of such damages.
The foregoing limitation of liability shall apply to the fullest extent permitted by law in the applicable jurisdiction.
The Company does not endorse any goods, services, products, promotions, or offerings (“User Content”) provided via, distributed, submitted, or promoted with or used with the Software. The Company may not agree with or condone particular claims, opinions, or viewpoints promulgated or expounded using the Software. The Company expressly disclaims any and all liability in connection with goods, services, products, promotions, or offerings.
The Company maintains a high-degree of professionalism and accordingly your license from the Company to use the Software is subject to the following restrictions and limitations:
i) You are solely responsible for your own User Content and the consequences of creating, copying, submitting, storing, distributing, publishing, selling, or offering for sale any User Content using the Software. You agree, affirm, represent, and warrant that you own or have any and all licenses, rights, consents, or permissions necessary for any User Content that is in whole or part, copied, used, distributed, or submitted by you using the Software;
ii) the Company will never use its license to your User Content for any purpose but to enable the Software to perform its function. Except as required to perform its intended functions, the Company will always ask for your permission in the event that the Company desires to use your User Content beyond a nominal/inadvertent manner for promotional purposes.
You retain all of your ownership rights to your User Content.
However, solely for the purpose of enabling the Software to perform its function, including, the distribution, reception, or sharing of such User Content with recipients of your User Content, as well as to cover nominal and/or inadvertent uses of your User Content by the Company (or our successors and/or affiliates) in the process of promoting the Software in any media formats and through any media channels, By using such content in connection with the Software or in creating User Content, you hereby grant the Company a worldwide, non-exclusive, royalty-free, non-revocable, perpetual, sub-licensable, and fully transferable license to use, reproduce, distribute, practice, make derivative works of, display, broadcast, and/or perform your User Content. You also understand that notwithstanding the Company's unfettered right to delete any or all of your data upon expiration, lapse, or termination of your License to use the Software, the Company reserves the right to preserve any or all of your data in any form, including on one or more system back-ups. You grant the Company a license to retain copies of your data (including User Content) at its sole discretion and agree that you will bring no claim in connection with or related to the Company's retention of such data including after your License has ended. You further agree that the Company has no duty to retain such data, search for such data, or provide you with access to such Data after your License has ended for any reason; and
iii) You further agree, affirm, represent, and warrant that content you copied, used, distributed, or which was submitted by you using the Software does not and will not contain third party copyrighted material, or material that is subject to other third party proprietary rights, unless You have permission from the rightful owner of the material or you are otherwise legally entitled to copy, use, distribute, or submit such content using the Software and to grant the Company all of the license rights granted herein.
You agree to defend, indemnify and hold harmless the Company, its officers, directors, employees, and agents, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to costs and attorney's fees) arising from: (i) Your use of the Company’s Software; (ii) Your violation of any term of this Agreement; (iii) Your violation of any third party right, including without limitation any copyright or other property right, or privacy right, including under the personal information protection laws; (iv) Any claim that any User Content you offered, created, copied, distributed, or promoted directly or indirectly using the Software caused damage to a third party. This defense and indemnification obligation will survive Termination of this Agreement and continue even if you stop using the Software.
Without prejudice to any other rights the Company may have, the Company may cancel this Agreement without notice or refund if you do not abide by the terms and conditions of this Agreement. The Company may terminate this Agreement immediately at any time by notice to you if the Company, in its sole discretion, is of the view that your continued use of the Software may infringe or cause damage to any third-party rights. Upon termination, you shall promptly delete your access and use of the Software. All other obligations you have agreed to under this Agreement shall survive Termination of this Agreement for any reason. If your Profile is blocked you are prohibited from creating any new profiles and you agree not to attempt to circumvent this provision by attempting to obtain a new profile under a different name, using a different IP address, or through any third party.
IMPORTANT: Termination for any reason, including Termination for Non-Payment will end ALL use of the Company system. Termination will not only end your ability to make future sales through the Company system, but will also impact any ongoing subscriptions or recurring payments in connection with past sales. You understand that any and all credit card or other financial transactions that are processed through the Company or a connected gateway will no longer be processed. Moreover, any transactions that are handled by a third-party (such as PayPal) through use of our API will be ignored and thus also no longer processed.
This Agreement shall be governed by the laws of Delaware, U.S. and the parties hereby agree to the exclusive jurisdiction of the courts located in County of New Castle, Delaware, for any adjudications other than arbitration as provided herein.
You agree that all disputes between you and the Company, regarding this EULA shall be resolved solely by confidential binding arbitration conducted in accordance with the American Arbitration Association (or comparable independent arbitration organization) commercial arbitration rules. All arbitration shall be held in the City of Wilmington, Delaware, USA, unless otherwise agreed in a signed writing. Each party shall bear one half of the arbitration fees and costs incurred, and each party is responsible for its own lawyer fees, unless the arbitrator(s) agree that the case was without reasonable basis in law or fact, in which case costs and attorney's fees may be awarded to the prevailing party. All your claims must be arbitrated on an individual complainant basis, and cannot be consolidated in any arbitration with any claim or complaint of any other party or parties, except as agreed upon in a writing signed by the Company.
Notwithstanding the foregoing section, disputes over the indemnification clause of section 11, and any violations of section 10 hereof may be adjudicated in court in County of New Castle, Delaware.
This Agreement constitutes the entire agreement between you and the Company with respect to this subject matter and supersedes all prior and contemporaneous representations, proposals, and agreements in relation thereto. No waiver or amendment of any provision of this Agreement shall be effective unless made in writing and signed by both parties. No failure or delay in exercising any right, power, or remedy under this Agreement shall operate as a waiver of any such right, power, or remedy. If any part of this EULA is determined by a court of competent jurisdiction to be invalid or unenforceable, that part shall be limited or eliminated to the minimum extent necessary so that the remainder of this Agreement shall be fully enforceable and legally binding so as to maximally preserve and effectuate the intent and agreement of the parties.