Terms of Service

Who we are and what these Terms cover

These Terms of Service (the Terms) are a binding agreement between you and Axis Marketing AI, Inc., a Delaware corporation with its address at 611 South Dupont Highway, Suite 102, Dover, DE 19901, United States (Axis, we, us). They govern your use of the Axis platform at app.axismarketing.ai, our websites, and everything we provide through them (together, the Service).

If you are agreeing to these Terms for a company or other organization, you confirm you have authority to bind it, and you means that organization.

Several topics have their own document, and each forms part of these Terms: the Privacy Policy, the Acceptable Use Policy, the AI Terms, the Apatite Credit Terms, the Refund and Cancellation Policy, and, where you are a business customer whose use involves personal data, the Data Processing Addendum. If any of those conflicts with these Terms on its own subject, that document controls on that subject.

Eligibility and your account

• You must be at least 18 years old, or the age of majority where you live if that is higher.
• Axis is built and sold as a business tool. You may use it for any lawful purpose, but the Service is designed for businesses, marketers and creators rather than for personal or household use.
• You must give accurate account information, including the country you are in, and keep it current. Your country determines which consumer, tax and privacy rules apply to you.
• You are responsible for everything that happens under your account and for keeping your credentials secure. Tell us at once if you believe your account has been compromised.
• One person per set of credentials. Seats may not be shared.

Where your plan includes multiple seats, the account holder is responsible for the acts and omissions of every person using a seat, as if they were its own.

The service and your plan

Axis creates marketing material using artificial intelligence, schedules and publishes it to channels you connect, and reports on how it performs. Plans differ in seats, connected channels, included Apatite and available features. The plan page inside the Service sets out what your plan includes.

We may add, change or remove features. If we make a change that materially reduces what your paid plan includes, we will tell you in advance and you may cancel and receive a pro-rata refund of any prepaid subscription fee for the period you have not used.

Apatite

Apatite is the unit that fuels generation inside Axis. It is a prepaid access unit, not money, not a gift card, and not redeemable for cash. Your plan includes an Apatite allowance, and you may buy additional Apatite in packs.

The full rules, including expiry, what happens when you cancel, failed generations and transfers between seats, are in the Apatite Credit Terms.

Fees, taxes and automatic renewal

• Fees are shown in the Service before you pay and are charged through our payment processor, Stripe. We do not store your full card number.
• Paid plans renew automatically at the then-current price for the same period, until you cancel. We show you the price, the frequency and how to cancel before you pay, and we send a confirmation immediately afterwards. For annual plans we send a reminder before each renewal.
• You may cancel at any time inside the Service. Cancellation stops the next renewal; it does not retroactively refund the period you are in, except as set out in the Refund and Cancellation Policy.
• Prices exclude taxes unless stated. Where we are required to collect VAT, GST or sales tax, we add it at checkout based on the country on your account. Where you are required to account for tax yourself, you remain responsible for it.
• We may change prices. We will give at least 30 days' notice before a change affects a renewal, and you may cancel before it takes effect.
• If a payment fails we may retry it and may suspend the account until it clears.

Refunds are governed by the Refund and Cancellation Policy.

Refunds and cancellation

We offer a 7-day refund window on new subscription purchases and on unused Apatite packs, everywhere we sell. If you are a consumer in the European Union or the United Kingdom you also have a statutory 14-day right to cancel, which we explain and which you may choose to waive in exchange for immediate access. The details, including what is and is not refundable, are in the Refund and Cancellation Policy.

Your content and the license you give us

You keep ownership of everything you give us. That includes your brand information, your uploads, your prompts and instructions, and the material we retrieve from accounts you connect (together, Your Content).

So that we can run the Service for you, you grant us a worldwide, non-exclusive, royalty-free license to host, store, copy, process, adapt, transmit and display Your Content, and to publish it to the channels you direct us to. This license exists only to operate and improve the Service for you and ends when you delete the content or close your account, except for copies retained in routine backups for a limited period, or where we must keep something by law.

You confirm that you hold the rights needed to give us that license, and that Your Content does not infringe anyone else's rights or break any law.

The use of Your Content to develop and improve the models underlying the Service is governed by the AI Terms and the Privacy Policy. Axis may use content created within the Service for that purpose, does not use data retrieved from connected platform accounts for model training, and provides a means of withdrawal.

What the AI produces

Material generated by the Service is Output. Subject to your paying what you owe, and to the limits in the AI Terms, you own the Output you generate, and we assign to you whatever rights we may hold in it.

The following limitations apply to all Output and are set out in full in the AI Terms:

• Output may not be unique. The underlying models are shared among all customers. Another customer submitting comparable instructions may receive comparable results. Neither party acquires a claim against the other, or against Axis, on that basis.
• Output may be wrong. We do not warrant that Output is accurate, current, original or suitable for any purpose. You are responsible for reviewing it before you publish it or act on it.

Acceptable use

The Acceptable Use Policy sets out what you may not do with Axis, including what you may not generate. It forms part of these Terms. It also passes through restrictions imposed by the providers of the AI models we use, so breaking it may put both of us in breach of their rules.

We may investigate suspected breaches and may remove content or suspend access while we do.

Connected accounts and third-party platforms

When you connect a social, advertising or analytics account, you authorise us to access and act on it as you direct, within the permissions you grant.

• Your use of those platforms remains governed by their own terms, and you must comply with them.
• Those platforms control their own APIs and access. They may change, restrict or withdraw access at any time. If they do, features may stop working, and that is not a breach of these Terms by us.
• We are not responsible for the acts, omissions, availability or content of any third-party platform.
• You may disconnect an account at any time.

Availability and changes

We aim to keep the Service available, but we do not promise it will be uninterrupted or error-free. We may carry out maintenance, and we may need to act without notice to protect the Service, our users or a third party. Beta or preview features are provided as-is and may change or be withdrawn.

Suspension and termination

You may stop using the Service and close your account at any time.

We may suspend or terminate your access, in whole or in part, where:

• you breach these Terms or the Acceptable Use Policy;
• you fail to pay, or you reverse a payment you actually authorized;
• we reasonably believe continuing would break the law, harm another person, or put the Service at risk; or
• a provider or platform we depend on requires it.

Where it is reasonable and lawful to do so, we will warn you first and give you a chance to fix the problem. For a serious or repeated breach, or where waiting would cause harm, we may act immediately.

On termination, your right to use the Service stops. What happens to your Apatite balance is set out in the Apatite Credit Terms. You may export your data before you close the account, and for a limited period afterwards on request.

Confidentiality

Each of us may receive information from the other that is confidential. Each will use it only to perform under these Terms, protect it with at least reasonable care, and not disclose it except to people who need it and are bound to keep it confidential, or where the law requires disclosure. This does not apply to information that is public through no fault of the receiver, was already known, or is independently developed.

Disclaimers

To the fullest extent the law allows, the Service and all Output are provided as is and as available, and we disclaim all warranties, whether express, implied or statutory, including merchantability, fitness for a particular purpose, title, non-infringement, and any warranty arising from course of dealing or usage of trade.

We do not warrant that the Service will meet your requirements, that it will be uninterrupted, secure or error-free, that Output will be accurate, original or protectable, or that using Output will produce any particular commercial result.

Some jurisdictions do not allow certain disclaimers, and nothing here removes a right you have that cannot be removed by agreement. If you are a consumer, your statutory rights are unaffected.

Limitation of liability

To the fullest extent the law allows:

• Neither party is liable for indirect, incidental, special, consequential, exemplary or punitive damages, or for lost profits, lost revenue, lost data, lost goodwill or business interruption, even if told such losses were possible.
• Our total liability arising out of or relating to these Terms or the Service will not exceed the amount you paid us in the twelve months before the event giving rise to the claim. If you have paid us nothing, our total liability will not exceed one hundred United States dollars.

These limits do not apply to liability that cannot lawfully be limited, including, where applicable, death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or a party's wilful misconduct. If you are a consumer, they do not limit your statutory rights.

The limits above apply in aggregate, not per claim, and survive termination.

Indemnity

You will defend, indemnify and hold harmless Axis, its affiliates, and their officers, directors, employees and agents from any claim, demand, loss, liability, cost or expense, including reasonable legal fees, arising out of or relating to:

• Your Content, including any claim that it infringes or misappropriates a third party's rights;
• your use of the Service or of any Output, including anything you publish;
• your breach of these Terms, the Acceptable Use Policy or any law; or
• your use of a connected platform, or your breach of that platform's terms.

We will tell you promptly of any claim, let you control the defense with counsel of your choice, and cooperate reasonably. You may not settle in a way that admits fault on our behalf or imposes any obligation on us without our written consent.

Resolving disputes

17.1 Informal resolution

Before starting any formal proceeding, you agree to send a written notice of the dispute to help@axismarketing.ai, describing what happened and what you want. We will do the same for any claim against you. Both of us agree to try in good faith to resolve it for 60 days from that notice. This step is a condition of starting arbitration or a court case, and it pauses any limitation period while it runs.

17.2 Governing law

These Terms and any dispute arising from them are governed by the laws of the State of Delaware, without regard to its conflict-of-law rules, and without the United Nations Convention on Contracts for the International Sale of Goods. If you are a consumer, this does not deprive you of the protection of mandatory law in your country of residence.

17.3 Binding individual arbitration

If the dispute is not resolved within the 60 days, it will be settled by binding arbitration administered by JAMS under its Streamlined Arbitration Rules, before one arbitrator, seated in Wilmington, Delaware. The arbitrator decides all issues, including the scope and enforceability of this section. Proceedings may be held by video or on documents alone. Judgment on the award may be entered in any court of competent jurisdiction.

17.4 Individual basis only

You and Axis each agree to bring claims only in an individual capacity, and not as a plaintiff or class member in any class, collective, consolidated or representative proceeding. The arbitrator may not consolidate more than one person's claims or preside over any representative proceeding, and may award relief only to the individual party seeking it and only to the extent needed to remedy that party's own claim. You and Axis each waive any right to a jury trial.

If this paragraph is held unenforceable as to a particular claim, that claim, and only that claim, is severed from arbitration and brought in the courts named in section 17.7, and the rest of this section still applies.

17.5 Coordinated filings

If 25 or more claimants bring arbitrations raising substantially common issues with the same or coordinated counsel, the claims will be administered in batches of no more than 50, each batch before a single arbitrator, with the results of the first batch used to inform resolution of the rest. The parties will cooperate with JAMS to implement this, and any limitation period is paused for unfiled claims while batches proceed.

17.6 Small claims and injunctions

Either of us may bring an individual claim in a small claims court that has jurisdiction, instead of arbitration. Either of us may also seek injunctive or other equitable relief in court to stop infringement or misuse of intellectual property or confidential information.

17.7 Court venue where arbitration does not apply

Where a claim is not subject to arbitration, you and Axis submit to the exclusive jurisdiction of the state and federal courts located in New Castle County, Delaware, and waive any objection to venue there.

17.8 Time limit

Any claim must be brought within one year after it arises, or it is permanently barred, unless the law where you live does not allow that limit, in which case the shortest permitted period applies.

17.9 Consumers in the EU and UK

If you are a consumer resident in the European Union or the United Kingdom, sections 17.3 to 17.5 and 17.8 do not apply to you. You may bring proceedings in the courts of your country of residence, you keep the benefit of mandatory consumer protection law there, and you may use any available out-of-court dispute resolution scheme, including the European Commission's online dispute resolution platform.

Changes to these Terms

We may update these Terms. When we do, we will change the version number and the date at the top, and keep the previous version available. For a material change, we will give notice inside the Service or by email at least 30 days before it takes effect, unless the change is required by law or addresses a security risk, in which case it may take effect sooner.

Continuing to use the Service after a change takes effect means you accept the updated Terms. If you do not accept them, stop using the Service and cancel before the effective date, and we will refund any prepaid subscription fee for the period you have not used.

General

• Entire agreement. These Terms and the documents they reference are the whole agreement between us on their subject and replace anything said before.
• Assignment. You may not assign these Terms without our written consent. We may assign them to an affiliate or in connection with a merger, acquisition or sale of assets.
• No waiver. If we do not enforce a right, that is not a waiver of it.
• Severability. If a provision is held unenforceable, it is limited or severed to the minimum extent necessary and the rest stays in force.
• Force majeure. Neither party is liable for a delay or failure caused by something beyond its reasonable control.
• No third-party rights. These Terms create rights only between you and us.
• Notices. We may give notice by email to your account address or inside the Service. You may give notice to help@axismarketing.ai or by post to 611 South Dupont Highway, Suite 102, Dover, DE 19901, United States.
• Survival. Sections on content, AI output, confidentiality, disclaimers, liability, indemnity, disputes and this section survive termination.