TERMS OF USE

Use of the AXWonline.com website and its services are subject to the following Terms of Use Agreement (“TOU”). AXWonline.com reserves the right to update the TOU at any time without notice. By using this website, you acknowledge and agree to these limitations as set forth.

DESCRIPTION OF SERVICES

AXWonline.com provides you with access to a variety of resources (“Services”) including general information, message and/or communication facilities, downloads, and calendars, etc. and includes a Members Only section that can be accessed only by AXWonline.com members. The Services, including any updates, enhancements, new features, and/or the addition of any new web properties, are subject to the TOU.

USE OF CONTENT

Use of AXWonline.com content (documents, whitepapers, graphics, logos, software, forums, polls, etc.) is for informational and non-commercial or personal use only. You may not modify any content, copy, distribute, transmit, display, perform, reproduce, publish, license, create derivative works from, transfer, post on any network, broadcast in any media or sell any information, software, products or services obtained from the Services unless expressly permitted by AXWonline.com. Elements of AXWonline.com websites are protected by trade dress, trademark, unfair competition, and other laws and may not be copied or imitated in whole or in part. Content other than that belonging to AXWonline.com is licensed or otherwise published by AXWonline.com with the permission of the owner of the material. All rights in such materials are reserved to the respective owners.

LIMITS OF LIABILITY

AXWonline.com makes no warranties or representations of any kind that the services provided by this website or any linked site will be uninterrupted, error-free, or that the site or the server that hosts the site are free from viruses or other forms of harmful computer code. All such information is provided “as is,” and with specific disclaimer of any warranties of merchantability, fitness for a particular purpose, title, or non-infringement. In no event shall AXWonline.com, its agents, or anyone else who has been involved in the creation, production, or delivery of these pages, be liable for any direct, incidental, or consequential damages resulting from the use of this website or any linked site.

EXTERNAL LINKS

Links to other websites do not imply an endorsement of the materials disseminated at those websites, nor does the existence of a link to another site imply that the organization or person publishing at that site endorses any of the materials at this site. Links to other websites are provided by AXWonline.com as a convenience to its users. AXWonline.com is not responsible for the materials contained at any website linked to this site.

UNLAWFUL OR PROHIBITED USE

As a condition of your use of the Services, you will not use the Services for any purpose that is unlawful or prohibited by these terms, conditions, and notices. You may not use the Services in any manner that could damage, disable, overburden, or impair any AXWonline.com website, or interfere with any other party’s use and enjoyment of the Services. You may not attempt to gain unauthorized access to any Services, computer systems or networks connected to any AXWonline.com server or to any of the Services, through hacking, password mining or any other means. You may not obtain or attempt to obtain any materials or information through any means not intentionally made available through the Services.

MEMBER SERVICES

Member Services may contain forums, surveys, calendars, and/or other message or communication facilities designed to communicate with you. You agree to use the communication services only to view and post messages and materials that are proper and, when applicable, related to the particular communication service. By way of example, and not as a limitation, you agree that you will not:

1. Use Member Services in connection with surveys, contests, pyramid schemes, chain letters, junk email, spamming or any duplicative or unsolicited messages (commercial or otherwise).
2. Publish, post, distribute or disseminate any inappropriate, profane, defamatory, obscene, indecent or unlawful topic, name, material or information.
3. Use any material or information, including images or photographs, which are made available through the Services in any manner that infringes any copyright, trademark, patent, trade secret, or other proprietary right of any party.
4. Provide links to files that contain viruses, Trojan horses, worms, time bombs, cancelbots, corrupted files, or any other similar software or programs that may damage the operation of another’s computer or property of another.
5. Download any file posted by another user of a Service that you know, or reasonably should know, cannot be legally reproduced, displayed, performed, and/or distributed in such manner.
6. Falsify or delete any copyright management information, such as author attributions, legal or other proper notices or proprietary designations or labels of the origin or source of software or other material contained in a file that is uploaded.
7. Restrict or inhibit any other user from using and enjoying Member Services. Violate any code of conduct or other guidelines which may be applicable for any particular Service.
8. Violate any applicable laws or regulations.
9. Create a false identity for the purpose of misleading others.
10. Use, download or otherwise copy, or provide (whether or not for a fee) to a person or entity any directory of users of Member Services or other user or usage information or any portion thereof.
11. AXWonline.com reserves the right to review materials posted to the Member Services and to remove any materials at its sole discretion.
12. AXWonline.com reserves the right to terminate your access to any or all of the Services at any time, without notice, for any reason whatsoever.

Always use caution when giving out any personally identifiable information in any Services. AXWonline.com does not control or endorse the content, messages or information found in any Member Services and, therefore, AXWonline.com specifically disclaims any liability with regard to the Member Services and any actions resulting from your participation in any Member Services.

OTHER BUSINESSES AND LINKS TO OTHER SITES

AXWonline.com may provide links to the sites of third-party merchants, affiliated companies, co-brand partners and other parties. These links are provided solely as a convenience to you, and do not constitute an endorsement by AXWonline.com of the content of such third-party sites nor of the business practices of such other businesses, entities or individuals. AXWonline.com is not responsible for examining or evaluating, and does not warrant or claim responsibility in any way, the products, services, offerings or business practices of any of these businesses, entities or individuals or the content of their web sites. You should carefully review their privacy statements and other conditions of use. AXWonline.com has no control over the business practices of any third-party merchant or seller, nor does it control in any way the quality, safety or legality of any item listed on the Site or any business transaction that occurs as a result of products listed on the Site.

IN THE EVENT OF A DISPUTE BETWEEN YOU AND A MERCHANT LISTED ON THE SITE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, YOU RELEASE AXWonline.com, ITS SUBSIDIARIES, AFFILIATES, CO-BRAND PARTNERS OR OTHER THIRD PARTIES UNDER CONTRACT WITH AXWonline.com, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AND LEGAL REPRESENTATIVES FROM AND AGAINST CLAIMS AND DAMAGES OF ANY KIND, KNOWN AND UNKNOWN, SUSPECTED AND UNSUSPECTED, DISCLOSED AND UNDISCLOSED, ARISING OUT OF OR IN ANY WAY CONNECTED WITH SUCH A DISPUTE.

DISCLAIMER OF WARRANTIES AND LIMITATION OF LIABILITY

THE SITE IS PROVIDED BY AXWonline.com ON AN “AS IS” AND ON AN “AS AVAILABLE” BASIS. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, AXWonline.com MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE OPERATION OF THE SITE OR THE INFORMATION, CONTENT, GRAPHICS, LINKS, MATERIALS, PRODUCTS, OR SERVICES INCLUDED ON THE SITE, OR THEIR ACCURACY, RELIABILITY, COMPLETENESS OR TIMELINESS. IN ADDITION, THIRD PARTIES PROVIDE SOME OF THE MATERIAL ON THE SITE; TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AXWonline.com SHALL NOT BE RESPONSIBLE FOR ANY SUCH THIRD PARTY MATERIAL. YOU EXPRESSLY AGREE THAT YOUR USE OF THE SITE OR ANY TRANSACTION RESULTING THEREOF IS SOLELY AT YOUR OWN RISK. AXWonline.com DOES NOT GUARANTEE CONTINUOUS, UNINTERRUPTED OR SECURE ACCESS TO THE SITE OR THE SERVICES. OPERATION OF THE SITE MAY BE INTERFERED WITH BY NUMEROUS FACTORS OUTSIDE OF AXWonline.com’S CONTROL. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, AXWonline.com DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF PROPRIETARY OR THIRD PARTY RIGHTS REGARDING THE SITE. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, AXWonline.com MAKES NO WARRANTIES OR REPRESENTATIONS REGARDING ANY PRODUCTS OR SERVICES REVIEWED ON THE SITE OR BOUGHT AND/OR SOLD USING THE SITE, OR THAT SELLERS OR BUYERS WILL PERFORM AS PROMISED BY THEM, OR THAT THE SITE, ITS SERVERS, OR E-MAIL SENT FROM AXWonline.com ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AXWonline.com WILL NOT BE LIABLE FOR ANY DAMAGES OF ANY KIND ARISING FROM THE USE OF THE SITE, INCLUDING, BUT NOT LIMITED TO, DIRECT, INDIRECT, INCIDENTAL, PUNITIVE AND CONSEQUENTIAL DAMAGES, OR ANY DAMAGES RELATED TO LOSS OF BUSINESS OR BUSINESS OPPORTUNITIES.

CERTAIN STATE LAWS IN THE UNITED STATES DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS. IF YOU ARE DISSATISFIED WITH ANY OF THE CONTENTS OF THE SITE, OR DO NOT AGREE WITH THESE TERMS AND CONDITIONS, WITH AXWonline.com’S PRIVACY POLICY OR ANY OTHER POLICIES OF THE SITE, YOUR SOLE REMEDY IS TO DISCONTINUE YOUR USE OF THE SITE.

INDEMNITY

To the maximum extent permitted by applicable law, you agree to defend, indemnify and hold AXWonline.com, its subsidiaries, affiliates, co-brand partners, and other parties with which AXWonline.com is under contract, and their respective officers, directors, employees and agents free and harmless from and against any claims, actions and demands, including, without limitation, any legal and accounting fees resulting from your use of the Site and/or your breach of the Terms of Use and/or resulting from any and all content you submit to AXWonline.com and/or the Site. AXWonline.com shall provide notice to you of any such claim, suit or proceeding.

GOVERNING LAW

These Terms of Use will be governed by and construed in accordance with the laws of the State of New York, without regard to principles of conflicts or choice of law. In addition, the application of the United Nations Convention on Contracts for the International Sale of Goods, including any amendments thereto, is expressly excluded hereby. Except for disputes arising from an alleged violation of intellectual property rights or breach of confidentiality, for which the injured party may suffer irreparable harm and may seek a restraining order, preliminary injunctive relief, an injunction, specific performance or other equitable relief and/or legal remedies, and actions to enforce the decisions of the arbitrators, for which action may be taken in any court of competent jurisdiction, all disputes arising out of or related to this Agreement, including the scope, the construction or application of this Agreement, shall be resolved by arbitration in accordance with the commercial arbitration rules of the American Arbitration Association then in force. The arbitration hearings and all meetings pursuant to this section shall be held in New York, New York, USA, and shall be conducted in English. If the parties cannot agree upon a single arbitrator within fifteen (15) days after demand by either of them, each party shall select one arbitrator knowledgeable about Internet commerce in New York and the USA generally, and notify the other of its selection, and such two arbitrators shall select a third from a list of arbitrators (with knowledge of the Internet industry) qualified by the American Arbitration Association in New York. If this procedure for selecting arbitrators fails, then a neutral arbitrator based in New York with knowledge of Internet commerce in New York and the USA generally shall be selected by the American Arbitration Association to resolve the dispute. The arbitrator(s) shall conduct a hearing within thirty (30) days after their selection. A majority of the arbitrators (if there is more than one pursuant to this clause) shall determine the decision/award, which shall be rendered within five (5) days after the completion of the hearing. The decision of the arbitrator(s) shall be final and binding upon the parties both as to law and to fact, and shall not be appealable to any court in any jurisdiction. The parties shall share the expenses of the arbitrators equally. Nothing in any indemnification provision hereunder shall be construed as having any bearing on the award of attorneys’ fees or arbitrators’ fees under this section.

IP OWNERSHIP AND COPYRIGHT INFRINGEMENT

AXWonline.com disclaims any responsibility for the content of any third party materials provided through or on its Site or other services (“Third Party Content”). AXWonline.com will respond to notices of alleged infringement regarding Third Party Content sent pursuant to, and in accordance with, the Digital Millennium Copyright Act (“DMCA”), which may include AXWonline.com removing or disabling access to Third Party Content claimed to be the subject of infringement or other activity. All notices sent to AXWonline.com regarding matters other than informing AXWonline.com that a party’s copyrighted material may have been infringed (and relating only to Third Party Content) will not receive a response through this process. Written notification must be submitted to the following Designated Agent:

Mail:
AXW/Online
Attn: Lili White
2098 Frederick Douglass Blvd #4C
New York, NY 10026

Email: axw@axwff.com
Phone: (347) 878-1220

INFRINGEMENT NOTIFICATION

To be effective, your infringement notification must include the following:

1. A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
2. Identification of the copyrighted work claimed to have been infringed, or if multiple copyrighted works at a single web site are covered by a single notification, a representative list of such works at that web site;
3. Identification of the material (i.e., the Third Party Content) that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit AXWonline.com to locate the material;
4. Information reasonably sufficient to permit AXWonline.com to contact the complaining party, such as an address, telephone number, and if available, an electronic mail address at which the complaining party may be contacted;
5. A statement, as follows: “I have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law”; and
6. A statement, as follows: “The information in this notification is accurate, and under penalty of perjury, I swear that I am the copyright owner or that I am authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.”

Upon receipt of the written notification containing the information as outlined in 1 through 6 above:

1. AXWonline.com shall remove or disable access to the Third Party Content that is alleged to be infringing;
2. AXWonline.com shall forward the written notification to the alleged infringer (the “Subscriber”);
3. AXWonline.com shall take reasonable steps to promptly notify the Subscriber that it has removed or disabled access to the Third Party Content.

COUNTER NOTIFICATION

To be effective, a Counter Notification must be a written communication provided to AXWonline.com’s Designated Agent that includes substantially the following:

1. A physical or electronic signature of the Subscriber;
2. Identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was disabled;
3. A statement, as follows: “I swear under penalty of perjury that it is my good faith belief that the material identified above was removed or disabled as a result of mistake or misidentification of the material to be removed or disabled”;
4. The Subscriber’s name, address, and telephone number, and a statement that the Subscriber consents to the jurisdiction of Federal District Court for the judicial district in which the Subscriber’s address is located, or if the Subscriber’s address is outside of the United States, for any judicial district in which AXWonline.com may be found, and that the Subscriber will accept service of process from the person who provided notification or an agent of such person.

Upon receipt of a Counter Notification containing the information as outlined in 1 through 4 above, the DMCA provides that the removed material will be restored or access re-enabled and AXWonline.com will comply with this requirement within a reasonable time (or as otherwise required by law), provided AXWonline.com’s Designated Agent has not received notice from the original complaining party that an action has been filed seeking a court order to restrain Subscriber from engaging in infringing activity relating to the material on AXWonline.com’s network or system.

GENERAL

If any provision of these Terms of Use is held to be invalid, void or unenforceable for any reason, such provision shall be struck and the remaining provisions shall remain enforceable. Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section. Our failure to act with respect to a breach by you or others does not waive our right to act with respect to subsequent or similar breaches. You agree that these Terms of Use and all agreements and notices incorporated herein may be automatically assigned by AXWonline.com, in our sole discretion, to a third party. You may not assign your obligations to any other entity.