SaaS Agreement.

This Software as a Service Agreement (the “Agreement”) is between Parcel Digital LLC, a Nevada limited liability company, at 5725 S Valley View Blvd Ste 5 PMB 879632, Las Vegas, Nevada 89118-3122, United States (“Parcel Digital LLC”, “we”, “us”) and the organization named in an Order Form that refers to this Agreement (the “Customer”). It governs the Customer’s subscription to Axo for its people.

The Customer accepts this Agreement by signing an Order Form, by clicking to accept it, or by using the Service under an Order Form, whichever is first, and the person doing so confirms they have authority to bind the Customer. An individual who buys a plan for themselves in the App Store is covered by our Terms of Service, not this Agreement.

• Service means Axo: the Axo app for iPhone, the website at getaxo.app, our server and API, and the features, content and support we provide under this Agreement.
• Order Form means a document, signed or accepted by both parties, that names the Customer, the number of seats, the Subscription Term, the Fees and any special terms, and that refers to this Agreement.
• Authorized User means an individual the Customer allows to use the Service under its subscription, such as an employee, contractor, student or member, up to the number of seats on the Order Form.
• Customer Data means everything the Customer or its Authorized Users provide to the Service, including topics, documents, links, photos, answers and messages, and the data the Service collects about Authorized Users for the Customer.
• Output means the Paths, Bites, questions, reviews, Stream clips and spoken narration the Service generates for Authorized Users.
• Documentation means the descriptions of the Service we publish at getaxo.app, including the pages on how it works and the Privacy Policy.
• Fees means the amounts on the Order Form.
• Subscription Term means the period on the Order Form, with any renewal under section 8.
• DPA means our Data Processing Agreement at getaxo.app/dpa, which is part of this Agreement.

Access

During the Subscription Term we will make the Service available to the Customer and its Authorized Users as described in the Order Form and the Documentation. Authorized Users access the Service through the Axo app, installed from Apple’s App Store, and sign in with the email address, Apple account or Google account the Customer approves. The Customer may reassign a seat from one Authorized User to another at any time; two people may not share one seat.

Changes

We improve the Service continuously and may change its features, models, voices and methods, provided that we do not materially reduce the overall functionality the Customer paid for during a Subscription Term. If we retire a feature that the Order Form names, we will give the Customer at least 60 days’ notice and the Customer may terminate the Order Form for a pro-rata refund of prepaid Fees.

Support

We provide support by email at axo@getaxo.app on business days (Monday to Friday, excluding United States federal holidays). We acknowledge a request within one business day and aim to resolve or give a plan for every request within two business days. The Customer names up to two contacts for support, and provides first-line help to its own Authorized Users.

Availability

We aim to keep the Service available at all times and will use commercially reasonable efforts to do so. We may take the Service down for maintenance, with at least 48 hours’ notice on this site where planned, and we will try to schedule it outside United States business hours. If the Service is unavailable for more than 24 consecutive hours for a reason within our control, the Customer may ask for a credit of one day of Fees for each full day of unavailability, up to one month of Fees in any year, as its sole remedy for unavailability.

The Customer will:

• Make sure every Authorized User is at least 13 years old, has read the Terms of Service and the Privacy Policy, and uses the Service in line with them, with this Agreement and with the law. Where an Authorized User is under 18, the Customer has the consent of a parent or guardian.
• Give Authorized Users the notices, and obtain the consents, that privacy and employment or education law requires for the processing described in the DPA.
• Keep its accounts and seats secure, tell us at once of any unauthorized use, and not let anyone outside the seat count use the Service.
• Not use the Service to break the law, infringe rights, or teach how to harm people; not reverse engineer, scrape, resell or build a competing product on the Service; not get around limits or security measures; and not add material it has no right to use.
• Be responsible for Customer Data, for its accuracy and lawfulness, and for the acts and omissions of its Authorized Users as if they were its own.

The Customer owns Customer Data. The Customer grants us a non-exclusive, worldwide, royalty-free license to host, copy, process, transmit, display and transform Customer Data as needed to provide the Service, to prevent or address service or security problems, and as the Customer otherwise instructs in writing. We process personal data in Customer Data as the DPA provides.

We will not sell Customer Data, use it for advertising, or use it to train artificial intelligence models, and we require the same of the providers who process it for us. We may collect and use statistics about how the Service is used that do not identify the Customer or any individual, to operate and improve the Service.

The Customer and its Authorized Users may export Customer Data at any time through the Service or by written request, and may delete it in the app. After the Subscription Term ends, we keep Customer Data available for export for 30 days and then delete it as the DPA provides.

Output is generated by software, including large language models and speech synthesis, from what Authorized Users ask for or add. Output can be wrong, incomplete or out of date, even when it sounds sure, and similar Output may be generated for others. Output is not medical, legal, financial, safety or professional advice. The Customer is responsible for reviewing Output before relying on it or putting it in front of its people, and for any use it makes of Output. Within these limits, the Customer and its Authorized Users may use Output for the Customer’s internal learning purposes during and after the Subscription Term.

The Customer will pay the Fees on the Order Form. Unless the Order Form says otherwise, Fees are invoiced annually in advance, are due 30 days from the invoice date, are in United States dollars, and are paid by bank transfer or card to the details on the invoice. Fees for seats added during a Subscription Term are prorated to its end and invoiced at once.

Fees do not include taxes. The Customer is responsible for all sales, use, value-added, withholding and similar taxes on its purchase, except taxes on our income. If the Customer is tax-exempt, it will give us a valid exemption certificate. An amount not paid when due accrues interest at 1.5 percent per month, or the highest rate the law allows if lower, and we may suspend the Service under section 9 if an invoice is more than 30 days overdue after we have given notice. The Customer will reimburse our reasonable costs of collecting an overdue amount.

Except as this Agreement expressly provides, Fees are non-cancellable and non-refundable. We may change the Fees for a renewal term by giving notice at least 60 days before the renewal date; the change applies unless the Customer gives notice of non-renewal under section 8.

This Agreement starts when the Customer accepts it and lasts until every Order Form under it has ended. Each Order Form lasts for its Subscription Term and then renews automatically for successive periods of the same length, unless either party gives written notice of non-renewal at least 30 days before the end of the current term.

Either party may terminate this Agreement or an Order Form on written notice if the other party materially breaches it and does not cure the breach within 30 days of notice describing it, or at once if the other party becomes insolvent, makes an assignment for the benefit of creditors, or has a receiver or administrator appointed, or if the cure is impossible. We may terminate at once if the Customer’s use of the Service breaks the law or seriously harms the Service, others or us.

When this Agreement or an Order Form ends, the Customer’s and its Authorized Users’ right to use the Service under it ends, Customer Data is handled as section 5 and the DPA provide, and each party returns or destroys the other’s Confidential Information. If we terminate for the Customer’s breach, all Fees for the remainder of the Subscription Term become due. If the Customer terminates for our uncured breach, we refund the prepaid Fees for the period after termination. Sections that by their nature should survive, including payment of amounts owed, ownership, confidentiality, warranties and disclaimers, indemnities, limits of liability and general terms, survive.

We may suspend the Customer’s or an Authorized User’s access to all or part of the Service if we reasonably believe it is needed to prevent harm to the Service, to other customers or to anyone else, to respond to a security threat or unlawful use, or because an invoice is more than 30 days overdue after notice. We will tell the Customer before suspending where that is practicable, limit the suspension to what is needed, and restore access as soon as the cause is resolved. Suspension does not relieve the Customer of its payment obligations.

Parcel Digital LLC and its licensors own the Service, the Axo mascot and its expressions, sounds and voices, the software, the design, the Documentation, and all improvements, modifications and derivative works of them, together with every intellectual property right in them. Nothing in this Agreement transfers any of this to the Customer. During the Subscription Term we grant the Customer a non-exclusive, non-transferable, non-sublicensable license to let its Authorized Users use the Service as this Agreement allows.

If the Customer or an Authorized User gives us feedback or suggestions, we may use them without restriction or payment. We may name the Customer as a customer and use its name and logo on our website and in materials, in the form the Customer approves, unless the Customer asks us in writing not to.

“Confidential Information” means information one party (the discloser) gives the other (the recipient) under this Agreement that is marked confidential or that a reasonable person would understand to be confidential, including the Order Form, Customer Data, and non-public information about the Service, our prices and our methods. It does not include information that is or becomes public through no fault of the recipient, that the recipient already had without a duty of confidence, that the recipient receives from a third party entitled to share it, or that the recipient develops independently.

The recipient will use Confidential Information only to perform this Agreement, will protect it with at least the care it uses for its own confidential information and no less than reasonable care, and will share it only with employees, contractors and advisers who need it and are bound by duties at least as protective as this section. The recipient may disclose Confidential Information when the law or a court requires, after giving the discloser notice and a chance to object where lawful, and limited to what is required. These duties last for five years after this Agreement ends, and for trade secrets as long as they remain trade secrets.

Each party warrants that it has the authority to enter into this Agreement and that doing so does not breach any other agreement it has. We warrant that during the Subscription Term the Service will perform materially as described in the Documentation and that we will not knowingly introduce malicious code into it. If the Service does not meet this warranty, the Customer’s sole remedy, and our entire liability, is for us to correct the problem within a reasonable time or, if we cannot, for the Customer to terminate the affected Order Form and receive a refund of the prepaid Fees for the period after termination.

Except as expressly stated in this section, the Service and Output are provided “as is” and “as available”, and we disclaim every other warranty, express or implied, including warranties of merchantability, fitness for a particular purpose, title, non-infringement, and accuracy of Output, and any warranty arising from course of dealing or usage of trade. We do not warrant that the Service will be uninterrupted or error-free, that Output will be accurate, complete or fit for a purpose, or that any Authorized User will learn or remember anything in particular.

By us

We will defend the Customer against any claim by a third party that the Service, as provided by us and used as this Agreement allows, infringes that third party’s United States patent, copyright or trademark or misappropriates its trade secret, and will pay the damages, costs and reasonable attorneys’ fees finally awarded against the Customer or agreed in a settlement we approve. This does not cover a claim that arises from Customer Data, from Output as it relies on Customer Data or on the Customer’s instructions, from combination of the Service with anything we did not provide, from modification of the Service by anyone but us, or from use after we told the Customer to stop. If the Service is or may be found to infringe, we may obtain the right for the Customer to keep using it, modify it so it no longer infringes, or, if neither is commercially reasonable, terminate the affected Order Form and refund the prepaid Fees for the period after termination. This section states our entire liability for infringement.

By the Customer

The Customer will defend us and our members, managers, employees and contractors against any claim by a third party that arises from Customer Data, from the Customer’s or an Authorized User’s use of the Service or Output in breach of this Agreement or the law, or from a violation of anyone’s rights by the Customer or an Authorized User, and will pay the damages, costs and reasonable attorneys’ fees finally awarded or agreed in a settlement the Customer approves.

Procedure

The party seeking defense will promptly notify the other of the claim (a delay excuses the other only to the extent it is prejudiced), give the other sole control of the defense and settlement, and cooperate at the other’s expense. The defending party may not settle a claim in a way that admits fault for, or imposes an obligation on, the other party without that party’s written consent, which will not be unreasonably withheld.

To the fullest extent the law allows, neither party is liable to the other for any indirect, incidental, special, consequential, exemplary or punitive damages, or for lost profits, revenue, goodwill or data, or the cost of substitute services, arising from or related to this Agreement, however caused and under any theory of liability, even if told such damages were possible.

To the fullest extent the law allows, each party’s total liability arising from or related to this Agreement, in the aggregate, will not exceed the Fees paid and payable by the Customer under the Order Form giving rise to the claim in the twelve months before the event giving rise to liability.

These exclusions and limits do not apply to a party’s indemnification obligations under section 13, to a breach of section 11 (Confidentiality), to the Customer’s obligation to pay Fees, to a party’s gross negligence, fraud or willful misconduct, or to any liability that cannot be limited by law.

Governing law and venue

This Agreement is governed by the laws of the State of Nevada and the federal laws of the United States, without regard to conflict-of-law rules, and the United Nations Convention on Contracts for the International Sale of Goods does not apply. Each party submits to the exclusive jurisdiction of the state and federal courts located in Clark County, Nevada for any dispute arising from this Agreement, and waives any objection to venue there and, to the extent the law allows, the right to a jury trial. Either party may seek an injunction in any court of competent jurisdiction to protect its intellectual property or Confidential Information.

Notices

Notices under this Agreement must be in writing. Notices to us go to legal@getaxo.app and, for a notice of breach or termination, also by mail or courier to 5725 S Valley View Blvd Ste 5 PMB 879632, Las Vegas, Nevada 89118-3122, United States. Notices to the Customer go to the email and postal addresses on the Order Form. A notice is effective when received, and an email is deemed received on the next business day after it is sent unless the sender gets a delivery failure.

Assignment

Neither party may assign this Agreement without the other’s written consent, which will not be unreasonably withheld, except that either party may assign it without consent to an affiliate or to a successor in a merger, acquisition or sale of all or substantially all of its assets or of the business to which this Agreement relates, on written notice. Any other attempted assignment is void. This Agreement binds and benefits the parties and their permitted successors and assigns.

Force majeure

Neither party is liable for a failure or delay caused by events beyond its reasonable control, such as natural disaster, war, terrorism, civil unrest, labor dispute, government action, failure of the internet or of a provider outside its control, or a denial-of-service attack, provided it uses reasonable efforts to resume performance. Payment obligations are not excused.

Relationship

The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency, franchise or employment relationship. There are no third-party beneficiaries of this Agreement.

Export and government use

Each party will comply with United States export control and sanctions laws in connection with the Service. The Service is commercial computer software and documentation; if the Customer is a United States government agency, it receives only the rights in this Agreement, in accordance with FAR 12.212 and DFARS 227.7202.

Whole agreement and precedence

This Agreement, with the Order Forms, the DPA, the Terms of Service as they apply to Authorized Users, and the Documentation, is the entire agreement between the parties about the Service and replaces every earlier or contemporaneous agreement, proposal and representation about it. Terms on a Customer purchase order or portal that differ from this Agreement have no effect. If there is a conflict, the order of precedence is: the Order Form, for the matters it expressly addresses; the DPA, for data protection; this Agreement; the Terms of Service; the Documentation.

Changes, waiver and severability

This Agreement may be changed only in a writing signed or accepted by both parties, except that we may update the Documentation and, under section 16 of the DPA, the DPA. A party’s failure to enforce a term is not a waiver of it. If a term is held unenforceable, it is enforced to the maximum extent allowed and the rest of this Agreement remains in force.

Counterparts and signatures

An Order Form may be signed in counterparts and by electronic signature, each of which is an original and all of which together are one instrument.

Parcel Digital LLC, 5725 S Valley View Blvd Ste 5 PMB 879632, Las Vegas, Nevada 89118-3122, United States. Contract and legal notices to legal@getaxo.app. Support for Authorized Users at axo@getaxo.app. To ask for an Order Form, write to legal@getaxo.app.