JAXON, INC. TERMS AND CONDITIONS
These Terms of Service (“Terms”) are a legally binding agreement between you and Jaxon, Inc. (“Jaxon,” “we,” or “us”). These Terms govern your access to and use of our website (the “Website”); artificial intelligence (“AI”) application, web and user interface design, workflow, and prototyping technology offered as a software as a service (“SaaS”) that uses Jaxon’s proxy servers and provides access to Jaxon’s open source knowledge base products; and associated services, software, tools, interfaces, documentation, content, intellectual property, and functionalities that we may make available to you (collectively, our “Service” or “Services”).
By accepting our Terms on behalf of a company, organization, or other entity, you represent and warrant that you are authorized to bind the company, organization, or other entity on whose behalf you are accepting our Terms – you and such entity, collectively, are “you” in this case – and you agree on behalf of that entity that such entity is bound by our Terms. If you are accepting our Terms for yourself, then you agree to be personally bound by our Terms – you individually are “you” in this case.
To access or use the Service, you must register for an account (“Account”) and provide certain information to us. Any such information must be correct, current, and complete. You agree that we may use this information to communicate with you about the Service and that our communications to you will satisfy any requirements for legal notices. You acknowledge and agree your account is specific to you. You must keep all passwords, keys, or other credentials to access or use the Service confidential and not disclose them to any other person or entity. You also may not provide any other person or entity with access to the Service using your account credentials. You are responsible for all activity occurring under your account or with use of your access credentials, and you agree to notify us immediately if you become aware of any unauthorized access to or use of your account or access credentials by sending an email to email@example.com or calling (877) 209-7055. Unless we specifically state otherwise in a separate agreement with you, we may terminate your access to the Service or your account in accordance with Section 8 below. You may close your account at any time by contacting us at firstname.lastname@example.org or (877) 209-7055.
Use Rights and Restrictions
2.1 Use. Once you set up an Account and, if/when applicable, paid fees when due, Jaxon grants you a non-exclusive, non-transferable, non-sublicensable right to access and use the Service in compliance with these Terms, all applicable laws, rules, and regulations, and our Acceptable Use Policy (the “Permitted Use”). You agree you are and will be responsible for and comply with all laws applicable to your access and use of the Service, including without limitation, obtaining consents for, collection, use, and storage of personal information and use of the Service with third party equipment, software, technology, data, and information. Please review our Acceptable Use Policy , which outlines the permissible and impermissible uses of the Service.
2.2 Trial, Evaluation, and Additional Services. As applicable, we may permit you to try the Service for a limited time or with limited functionality, such as restrictions on the amount of computation time or how you may use the Service. Use of the Service for evaluation purposes is for your internal, non-commercial use only. Your use of certain Services may be subject to your acceptance of additional terms. Such additional terms will supplement these Terms with respect to such Services and may revise or update your rights or obligations with respect to those Services, including your obligations to pay fees. If you accept any such terms on behalf of a company, organization, or other entity, you represent and warrant that you are authorized to bind that entity to those additional terms.
2.3 Restrictions. In addition to the prohibited uses set forth in the Acceptable Use Policy, you may not or allow anyone else to access or use the Service:
- To unlock, alter, modify, adapt or translate the Services; decompile, reverse engineer, disassemble, or otherwise reduce the Service to human-readable form, except when these restrictions are prohibited by applicable law.
- In any manner that violates any applicable law, including, without limitation, any laws about exporting data or software to and from the United States or other countries.
- To crawl, scrape, or otherwise harvest data or information from the Service other than as permitted under these Terms.
- To use the Service or Materials to obtain unauthorized access to any system or information or to deceive any person.
- To infringe, misappropriate, or violate intellectual property or other legal rights (including the rights of publicity or privacy).
- Delete or in any manner alter the copyright, trademark, or other proprietary rights notices of Jaxon, if any, appearing on the Service.
- Distribute or provide any third party with a copy of or access to the Service without prior written approval of Jaxon.
- To develop any products or services that supplant or compete with the Service.
- To engage in any other conduct that restricts or inhibits any person from using or enjoying the Service, or that in our sole judgment exposes us – or any of our users, affiliates, or any other third party – to any liability, damages, or detriment of any type, including reputational harms.
- To assist any person in doing any of the above.
Ownership of the Website and Services
The Website and Services are owned and operated by us and our affiliates, licensors, and service providers (collectively “Providers”). All rights are reserved. We and our Providers retain all our respective rights, title, and interest in and to the Website and Services; all modifications, improvements, enhancements, and derivative works thereof; all comments and other feedback thereon; and all associated intellectual property rights. Other than the rights of access and use expressly granted in these Terms, these Terms do not grant you any right, title, or interest in or to our Website or Service. Non-public elements of the Service are confidential information of Jaxon or its Providers.
Prompts, Outputs, and Materials
4.1 Rights to Materials. The Service may allow you to submit text, documents, or other materials to the Service for processing (“Prompts”). The Service may generate responses based on your Prompts (“Outputs”). Outputs and Prompts collectively are “Materials.” You represent and warrant that you have all rights, and have provided any notices and obtained any consents, that are necessary for us to process any Prompts you submit to the Service in accordance with these Terms. You also represent and warrant that your submission of Prompts to us will not violate these Terms, our Acceptable Use Policy or any laws applicable to those Prompts, including without limitation, intellectual property laws and any privacy or data protection laws governing personal information contained in your Prompts. Except as expressly provided in these Terms, you retain all right, title, and interest, including without limitation, any intellectual property rights that you have in and to your Prompts. Subject to this Section and without limiting any other applicable provision of these Terms, we authorize you to use the Outputs for the Permitted Use.
4.2 Usage Data. We may collect, use, store, and transmit technical and related information about your use of the Service, including server internet protocol address, hardware identification, operating system, application software, peripheral hardware, and the Service usage statistics, to facilitate the provisioning of updates, support, invoicing, and online services.
4.4 Nature of Outputs. Responses that the Service generates based on materials submitted by third parties (“Third-Party Outputs”) may be identical or similar to third-party materials or Outputs that the Service generates based on your Prompts. You acknowledge Third-Party Outputs are not your Outputs and you have no right, title, or interest in or to any Third-Party Outputs.
4.5 Reliance on Outputs. We make no representations or warranties with respect to the accuracy, completeness, or performance of any Outputs. You should not rely on any Outputs without independently confirming their accuracy, completeness, and performance. Outputs may contain material inaccuracies or be incomplete even if they appear accurate and complete because of their level of detail or specificity. The Service and any Outputs may not reflect correct, current, or complete information.
4.6 Our Use of Materials. We may use Materials to provide, maintain, and improve the Service and to develop other products and services. We will not train our machine learning models on any Materials that are not publicly available, except in two circumstances: (a) If you provide Feedback to us (through the Service or otherwise) regarding any Materials, we may use that Feedback in accordance with Section 6; or (b) If your Materials are flagged for trust and safety review, we may use or analyze those Materials to improve our ability to detect and enforce Acceptable Use Policy violations, including training models for use by our trust and safety team, consistent with Jaxon’s safety mission.
Third-Party Service and Links
“Third-Party Service” means a component of the Service made available by or licensed from a third party that is accessed by or included with the Service, including without limitation, AI services, programs, applications, tools, utilities, libraries, and other programming services that are made available by third parties including under a free or open source licensing model. The Service uses the Third-Party Services and their respective licenses are set forth at Third Party Services and may use or be used in connection with other third-party content or integrations. Third-Party Services included with the Service are made available under the terms of the applicable Third-Party Service license. We do not control or accept responsibility for any loss or damage that may arise from your use of any Third-Party Service, content, or integrations, for which we make no representations or warranties. Your use of any Third-Party Service, content, or integrations is at your own risk and subject to any terms, conditions, or policies (including privacy policies) applicable to such Third-Party Service, content, and integrations.
You assign to us at no charge all feedback, ideas, or suggested improvements you provide to us (through the Service or otherwise) regarding the Service, Prompts, or Outputs (collectively, ”Feedback”), and you agree that we and our Providers may use the Feedback, together with the related Prompts and Outputs or any derivative thereof, in any manner without any payment or credit to you, including in connection with our development, improvement, marketing, and provision of the Service or other products or services.
Fees and Payment
Fees. You may access and use the Service on a time limited trial or subscription basis for the fees set forth at Jaxon’s pricing page located at Pricing. We will meter your usage, and once you use up all free tokens, you will be required to pay the subscription fees and usage fees set forth at Pricing via a Payment Method you select in Stripe as and when used. Tokens may be purchased at a lower rate in blocks as set forth at Pricing. Payments of subscription fees and block token fees (collectively, “Monthly Fees”) are due in advance no later than the 1st of every month by recurring payment. The first month’s Monthly Fees will be prorated. Fees do not include taxes (if any). Payments made after their due date will incur a daily simple interest from the original due date at a rate equal to 1% per month or the maximum rate permitted by applicable law, whichever is lower. You shall pay all such interest and reasonable costs of collection, including without limitation, reasonable attorneys’ fees, and court costs. If you do not pay us on the due date, we may in our sole discretion, but with prior written notice, in addition to pursuing any of our other remedies, either suspend provision of the Service until all outstanding payments are made or terminate your Service. No such suspension shall affect our rights or your accrued obligations hereunder. All fees are non-refundable to the extent permissible under applicable law.
Payment Method. Fees may be recurring or based on usage. You agree we are authorized to charge the fees, together with any applicable taxes, to your credit card, bank account or other Payment Method you select through Stripe. You confirm the credit card, bank account or other payment method used by you is yours, or you have the authorization of the account holder to use it. If you use a payment method that you are not authorized to use, you will be liable to us for any losses that we suffer because of your use of that payment method.
Additional Fees. Unless we agree otherwise in a separate contract with you, you acknowledge and agree that any fees for access to or use of the Service may be adjusted at any time. Additional fees may apply for additional services or features of the Services that Jaxon may make available from time to time. In those cases, we will provide you with notice before charging the additional fees. If we charge additional fees in connection with the Services, you will have an opportunity to review and accept the additional fees you will be charged, before being charged. If you do not accept any such additional fees, we may discontinue your access to the Service or features. You acknowledge and agree we will not be held liable for any errors caused by third-party payment processors we may use.
Subscriptions. Unless we and you agree otherwise, to place an order for our Services that are subject to fees, you must sign up for a subscription with us (a “Subscription”), as described below.
Subscription Sign-Up. To sign up for a Subscription, you must first register an Account in accordance with Section 2 and then follow the order procedure set forth on the Service. Please check the order carefully before confirming it. You are responsible for ensuring your order is complete and accurate.
Subscription Contract. When you sign up for a Subscription, you and we enter a contract for the Services. These Terms will be legally binding on you and us with respect to each Subscription. Each Subscription will incorporate the then-current version of these Terms and will be a new and separate contract between you and us (a “Subscription Contract”). If you sign up for a time limited trial and do not terminate the Subscription at the end of the trial period, then the Subscription will automatically roll into an annual or month to month Subscription, depending on which type of Subscription you selected when you signed up.
Subscription Content, Features, and Service. The amount and type of content, features, and other services provided as part of your Subscription, and the duration of your Subscription, is as set forth in the order process and will depend on the type of Subscription that you select during the order process. Content, features, and other services will be refreshed from time to time, and we do not guarantee that any piece of content, feature, or other service will always be available through the Service.
Subscription Term and Automatic Renewal. Your Subscription Contract may have a minimum term. If it does, it will be set during the order process. That minimum term is the “Initial Term.” Your Subscription Contract will last for the Initial Term and will automatically renew, and your Payment Method will be charged, at the end of the Initial Term for an additional term equal in duration to the Initial Term and will continue to renew and incur charges for additional terms equal in duration to the Initial Term (each such additional term, a “Renewal Term”). For example, if you subscribe on January 15 for a Subscription with a one-month Initial Term, the Initial Term is January 15 to February 14 and Renewal Terms will run from February 15 to March 14. This Subscription continues and automatically renews, and we will charge your Payment Method for each Renewal Term, until the Subscription is canceled.
Subscription Cancellation. You may cancel your Subscription any time by using a method we may provide to you through the Service or Website or by notifying us at email@example.com or (877) 209-7055. To avoid renewal and charges for the next Renewal Term, cancel your subscription at least 24 hours before the last day of the Initial Term or any Renewal Term. In the example above, if you subscribe on January 15 for a Subscription with a one-month Initial Term, you must cancel the Subscription per the instructions by February 13 to avoid renewal and charges for the next Renewal Term. In the event of a cancellation, your fees will not be refunded, but your access to the Service will continue through the end of the Initial Term or any Renewal Term for which you previously paid fees.
Subscription Fees. You will pay us the fees for the Initial Term and each subsequent Renewal Term up front at the start of that Initial Term or Renewal Term (as applicable). We have the right to make changes to the fees applicable to your Subscription from time to time, effective after your then-current Initial Term or Renewal Term (i.e., we will not make any change to the fees applicable to your Subscription during the current Initial Term or Renewal Term). If these changes result in an increase in the fees payable by you, we will inform you at least 30 days in advance of the change; you agree to the increase in fees payable by you unless you cancel the Subscription before the Renewal Term to which the increase in fees will apply.
8.1 “Confidential Information” means information or materials provided by us to you identified by us as “confidential” or “proprietary,” or that you otherwise know or should reasonably know by the content or context of the disclosure is confidential to us, including without limitation non-public confidential and proprietary aspects of the Service and the documentation. The following information shall be considered Confidential Information whether marked or identified as such: (a) license keys; (b) non-public information regarding special pricing or terms, product roadmaps, and marketing plans provided to you; and (c) non-public information, documentation, and other materials related to the Service.
8.2 Exceptions. These Terms impose no obligation on you with respect to information you can establish: (a) was in your possession of or was known by you prior to its receipt without an obligation to maintain its confidentiality; (b) is or becomes generally known to the public without violation of these Terms; (c) is obtained by you from a third party without an obligation to keep such information confidential; or (d) is independently developed or created by you without use of or reference to our Confidential Information.
8.3 Protection. You agree to protect from unauthorized disclosure any Confidential Information in the same manner you protect its own Confidential Information but using at least reasonable care.
8.4 Use and Disclosure. You may use our Confidential Information only to exercise your rights and perform your obligations in connection with these Terms. You may not disclose Confidential Information to any third party without our prior written consent, except to your employees, consultants, or agents to whom disclosure is necessary to implement, perform, and enforce these Terms and fulfill the purposes set forth in these Terms and who are advised about and the confidential nature of the information, and agree to be bound by confidentiality obligations at least as protective as those set forth in these Terms.
8.5 Legally Compelled Disclosure. Notwithstanding the foregoing, you may disclose Confidential Information if required by law or regulatory authorities, provided you notify us of the required disclosure promptly in writing and cooperate with us in any action to contest or limit the scope of the required disclosure before disclosing any Confidential Information. If you are compelled pursuant to a legal proceeding or otherwise required by law to disclose our Confidential Information, then before any such disclosure you will promptly notify us so we may seek a protective order or other appropriate remedy and/or waive compliance with these Terms and you agree to use your best efforts to obtain confidential treatment for such Confidential Information. In any such legally compelled disclosure, only that portion of the Discloser’s Confidential Information that is legally required to be disclosed may be disclosed.
9.1 YOUR USE OF THE SERVICES AND MATERIALS IS SOLELY AT YOUR OWN RISK. THE SERVICES AND OUTPUTS ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS AND, TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, ARE PROVIDED WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY (EITHER IN FACT OR BY OPERATION OF LAW). WE AND OUR PROVIDERS EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES OF FITNESS OR SUFFICIENCY FOR A PARTICULAR PURPOSE, TITLE, MERCHANTABILITY, ACCURACY, AVAILABILITY, RELIABILITY, SECURITY, PRIVACY, COMPATIBILITY, NON-INFRINGEMENT, AND ANY WARRANTY IMPLIED BY COURSE OF DEALING, COURSE OF PERFORMANCE, OR TRADE USAGE. JAXON SHALL NOT BE RESPONSIBLE OR LIABLE IN ANY WAY FOR ANY THIRD-PARTY SERVICE. You acknowledge the Service is complex with a variety of dependencies, and as such, Jaxon does not warrant the Service is error-free or that the operation of the Service or provision of any other Service will be secure, uninterrupted, or accepted by any third party.
9.2 We do not guarantee that our Website or Service will be totally secure or free from bugs or viruses. You must not abuse, harm, interfere with, or disrupt our Website or Service, including, for example, introducing viruses or malware, spamming, or DDoSing our Website or Service, or bypassing any of our systems or protective measures.
9.3 THE LAWS OF SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OF IMPLIED WARRANTIES OR CERTAIN TYPES OF DAMAGES, SO SOME OR ALL OF THE DISCLAIMERS IN THESE TERMS MAY NOT APPLY TO YOU.
Limitations of Liability
10.1 TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, IN NO EVENT WILL WE, OUR PROVIDERS, OR OUR OR THEIR RESPECTIVE AFFILIATES, INVESTORS, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, SUCCESSORS, OR ASSIGNS (COLLECTIVELY, THE “JAXON PARTIES”), BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, OR OTHER DAMAGES ARISING OUT OF OR IN ANY WAY RELATED TO THE SERVICES, THE MATERIALS, OR THESE TERMS, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHER THEORY, INCLUDING WITHOUT LIMITATION, ANY LOSS OF PROFIT (WHETHER INCURRED DIRECTLY OR INDIRECTLY), ANY LOSS OF GOODWILL OR BUSINESS REPUTATION, ANY LOSS OF DATA, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR OTHER INTANGIBLE LOSS, EVEN IF ANY JAXON PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF DAMAGES, AND EVEN IF THE DAMAGES ARE FORESEEABLE.
10.2 TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, THE JAXON PARTIES’ TOTAL AGGREGATE LIABILITY TO YOU FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION ARISING OUT OF OR IN ANY WAY RELATED TO THE SERVICES, THE MATERIALS, OR THESE TERMS, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, WILL NOT EXCEED THE GREATER OF THE AMOUNT YOU PAID TO US FOR ACCESS TO OR USE OF THE SERVICES (IF ANY) IN THE TWELVE MONTHS PRECEDING THE DATE SUCH DAMAGES, LOSSES, AND CAUSES OF ACTION FIRST AROSE, AND $100. THE FOREGOING LIMITATIONS ARE ESSENTIAL TO THESE TERMS, AND WE WOULD NOT OFFER THE SERVICES TO YOU UNDER THESE TERMS WITHOUT THESE LIMITATIONS.
10.3 THE LAWS OF SOME JURISDICTIONS DO NOT ALLOW THE LIMITATIONS OF LIABILITY IN THESE TERMS MAY NOT APPLY TO YOU.
YOU AGREE TO INDEMNIFY AND HOLD HARMLESS THE JAXON PARTIES FROM AND AGAINST ANY AND ALL LIABILITIES, CLAIMS, DAMAGES, EXPENSES (INCLUDING REASONABLE ATTORNEYS’ FEES AND COSTS), AND OTHER LOSSES ARISING OUT OF OR RELATED TO YOUR BREACH OR ALLEGED BREACH OF THESE TERMS; YOUR ACCESS TO, USE OF, OR ALLEGED USE OF THE SERVICES OR THE MATERIALS; YOUR FEEDBACK; ANY PRODUCTS OR SERVICES THAT YOU DEVELOP, OFFER, OR OTHERWISE MAKE AVAILABLE USING OR OTHERWISE IN CONNECTION WITH THE SERVICES; YOUR VIOLATION OF APPLICABLE LAW OR ANY THIRD-PARTY RIGHT; AND ANY ACTUAL OR ALLEGED FRAUD, INTENTIONAL MISCONDUCT, NEGLIGENCE, OR CRIMINAL ACTS COMMITTED BY YOU OR YOUR EMPLOYEES OR AGENTS. WE RESERVE THE RIGHT TO ENGAGE SEPARATE COUNSEL AND PARTICIPATE IN OR ASSUME THE EXCLUSIVE DEFENSE AND CONTROL OF ANY MATTER OTHERWISE SUBJECT TO INDEMNIFICATION BY YOU HEREUNDER, IN WHICH CASE YOU AGREE TO COOPERATE WITH US AND SUCH SEPARATE COUNSEL AS WE REASONABLY REQUEST.
- Modification, Suspension, Discontinuation of Services
The Services are novel and will evolve. Unless we specifically state otherwise in a separate agreement with you, we reserve the right to temporarily or permanently modify, suspend, or discontinue the Service or your access to the Service or Account at any time, in our sole discretion, without notice to you, and we will not be liable for any change to or any suspension or discontinuation of the Service or your access to it, to the maximum extent permissible under applicable law.
13.1 Terms. Unless we specifically state otherwise in a separate agreement with you, we may terminate these Terms at any time by notice to you, and these Terms will terminate automatically without notice upon your violation or breach of any provisions of these Terms. You may also terminate these Terms at any time, for any reason, by discontinuing your access to and use of the Service. Upon termination, the rights granted to you under these Terms to access and use the Service will immediately terminate, and you must destroy all Confidential Information in your or your representatives’ possession or control.
13.2 Subscription Contract. If there is a Subscription Contract between you and us, we may terminate the Subscription Contract immediately at any time by giving you notice in writing (email is sufficient). If we exercise this right, we will refund you on a pro rata basis the fees paid by you that account for the portion of your Subscription remaining after termination of your Subscription Contract occurs, except that, if we exercise our right of termination due to your violation of these Terms (as determined in our sole discretion), you will not be entitled to any refund (pro rata or otherwise).
13.3 Materials. Upon termination of these Terms (or a Subscription Contract) or your access to the Service, we may at our option delete any Materials or other data associated with your Account.
13.4 Effects of Termination. Upon termination of these Terms of Subscription Contract, you shall pay Jaxon all accrued but unpaid amounts then due and cease using the Service. Each party shall promptly return or destroy (and certify such destruction in writing) the Confidential Information of the other party.
13.5 Survival. Defined terms, accrued but unpaid payment obligations, and provisions which explicitly or by their nature are intended to survive termination will survive any termination of these Terms (or Subscription Contract).
14.1 Additional Terms. When using the Service, you agree to comply with and are subject to any guidelines, rules, or supplemental terms applicable to such Service that may be posted on the Service from time to time. To the extent that we ask you to review and accept any supplemental terms that expressly conflict with these Terms, the supplemental terms will supersede these Terms with respect to your use of the portion of the Service governed by such supplemental terms, solely to the extent of the conflict.
14.2 Assignment. Neither these Terms nor any rights or obligations hereunder may be transferred, assigned, or delegated by you without the prior written consent of Jaxon. These Terms shall inure to the benefit of and be binding on the parties and their respective successors and permitted assigns.
14.3 Independent Parties. You agree that no joint venture, partnership, employment, contractor, agency, fiduciary, or other similar relationship exists between you and us because of these Terms or your access to or use of the Service. You are not, and shall not represent yourself as, a principal, joint venturer, partner, employee, contractor, agent, or fiduciary of ours. You shall not attempt to act, or represent yourself as having the power, to bind Jaxon or create any obligation on behalf of Jaxon.
14.4 Third-Party Beneficiaries. Except with respect to our Providers, these Terms are made solely and specifically between and for the benefit of Jaxon and you, and except with respect to the confidentiality, warranty disclaimer, indemnity, and limitations of liability, no other person or entity shall have any rights, interests, or claims hereunder or be entitled to any benefits under or on account of these Terms as a third-party beneficiary or otherwise.
14.5 Use of Jaxon Name or Branding. You may not, without our prior written consent, use our name, logo, or other trademarks to promote products or services other than the Service, or in any other way that implies our affiliation, endorsement, or sponsorship.
14.6 Entire Agreement. These Terms, Subscription Contract (if applicable), and any other terms expressly incorporated by reference form the entire agreement between you and us regarding the subject matter of these Terms and supersede all prior written or oral proposals, discussions, communications, or agreements related to the same subject matter. No terms, provisions, or conditions of any purchase order, invoice, or other business form or written authorization used by you will have any effect on the rights, duties, or obligations of the parties under, or otherwise modify, these Terms, regardless of any failure of either party to object to such terms, provisions, or conditions.
14.7 Revisions. We may revise and update these Terms from time to time in our sole discretion. If you continue to use the Service after we post the updated Terms on the Website or Service or otherwise give you notice of such changes, it means that you accept and agree to the updated Terms. If you do not accept the updated Terms, you must not continue to access or use the Service.
14.8 No Waiver. No waiver by us of any term or condition set forth in these Terms will be deemed a further or continuing waiver of such term or condition, or a waiver of any other term or condition, and any failure by us to assert a right or provision under these Terms will not constitute a waiver of such right or provision.
14.9 Force Majeure. We shall not be held liable or responsible to you nor be deemed to have defaulted under or breached these Terms for failure or delay in fulfilling or performing any of these Terms to the extent, and for so long as, such failure or delay is caused by or results from causes beyond our reasonable control, including without limitation, fires, earthquakes, floods, embargoes, wars, acts of war (whether war is declared or not), insurrections, riots, civil commotions, strikes, lockouts or other labor disturbances, acts of nature, or acts, omissions, or delays in acting by any governmental authority or other party, or any non-Jaxon-specific network or telecommunications failure or congestion that affects the Service. This provision shall not apply to payment obligations.
14.10 U.S. Government Use. The Service was developed solely at private expense and is commercial computer software and commercial computer software documentation within the meaning of the applicable Federal Acquisition Regulations and their agency supplements. Accordingly, U.S. Government users of the Service will have only those rights that are granted to all other end users of the Service pursuant to these Terms.
14.11 Export and Sanctions. You acknowledge the rights and obligations set forth in these Terms are subject to the laws and regulations of the United States relating to the export of products and technical information. Without limitation, you shall comply with all such laws and regulations. You may not export or provide access to the Service into any U.S. embargoed countries or to anyone on (a) the U.S. Treasury Department’s list of Specially Designated Nationals, (b) any other restricted party lists identified by the Office of Foreign Asset Control, (c) the U.S. Department of Commerce Denied Persons List or Entity List, or (d) any other restricted party lists. You represent and warrant that you and anyone accessing or using the Service on your behalf, or using your account credentials, are not such persons or entities and are not located in any such country.
14.12 Governing Law; Dispute Resolution. These Terms and all Subscription Contracts will be governed by, and construed and interpreted in accordance with, the laws of the Commonwealth of Massachusetts without giving effect to conflict of law principles and excluding the United Nations Convention on Contracts for the International Sale of Goods or by the Uniform Computer Information Transactions Act (“UCITA”). By using the Service, you waive any claims that may arise under the laws of other jurisdictions. If a dispute, controversy, or claim arises out of or relates to these Terms or a Subscription Contract, or the interpretation, application, breach, termination, or enforcement thereof, including any claim of inducement by fraud or otherwise (“dispute”), then you and we agree to use our good faith best efforts to resolve the dispute through discussions as quickly as possible. If we cannot resolve the dispute through discussions, then the dispute will be submitted for resolution by binding arbitration before a single arbitrator pursuant to the then-current arbitration rules of the CPR Institute for Dispute Resolution for Non-Administered Arbitration (available at www.cpradr.org), or successor (“CPR”). The arbitration will be held in English in Boston, Massachusetts and by remote telecommunications methods. The decision of the arbitrator will be binding and enforceable in any court or tribunal of competent jurisdiction. Notwithstanding anything to the contrary in these Terms or Subscription Contract, in addition to any other available remedies at law, we shall be entitled to protect our Confidential Information and proprietary rights through equitable relief via any court or tribunal of competent jurisdiction (including restraining order, injunction, or specific performance) in the event of a breach or violation by you of our proprietary rights, or of your confidentiality obligations, without having to post a bond or other security, or to prove damages or the inadequacy of damages. Each party acknowledges this Section constitutes a material inducement upon which the other party has relied in entering this Terms or Subscription Contract.
14.13 Severability. If any provision of these Terms or a Subscription Contract is held by a court or other tribunal of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such provision will be severed or limited to the minimum extent necessary to comply with applicable law, such that the remaining provisions of these Terms and Subscription Contract will continue in full force and effect. To the extent reasonably feasible, the parties further agree to use their best efforts to substitute a valid provision for the invalid provision which most closely approximates the intent and economic effect of the invalid provision.
14.14 Legal Compliance. We may comply with governmental, court, and law enforcement requests or requirements relating to provision or use of the Service, or to information provided to or collected under these Terms. We reserve the right, at our sole discretion, to report Prompts or Outputs to law enforcement.