Axel Market Terms of Service Agreement
THIS AXEL SERVICES TERMS OF SERVICE AGREEMENT (THE “AGREEMENT”) CONTAINS THE TERMS AND CONDITIONS THAT GOVERN YOUR ACCESS TO AND USE OF AXEL MARKET AND IS AN AGREEMENT BETWEEN YOU OR THE BUSINESS YOU REPRESENT AND AXEL. BY REGISTERING FOR OR USING AXEL MARKET, YOU (ON BEHALF OF YOURSELF OR THE BUSINESS YOU REPRESENT) AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT (the “Terms).
As used in this Agreement, “we,” “us,” and “Axel” means AXEL and any of its applicable Affiliates, and “you” means the applicant (if registering for or using AXEL Market as an individual), or the business employing the applicant (if registering for or using AXEL Market as a business) and any of its Affiliates. Capitalized terms have the meanings given to them in this Agreement.
If you do not wish to be subject to the Agreement, then you must not use AXEL Market. By continuing, you agree to accept the terms of the Agreement. These terms are supplemental to, and not intended to contradict or replace applicable laws.
Use of AXEL Market is limited to parties that can lawfully enter into and form contracts under applicable Law, but in any case, use of AXEL Market is limited to those 18 years of age and older. Those under 18 years of age are not authorized to use AXEL Market. As part of the application, and at any time during the term of this Agreement, you must provide us with your (or your business’) legal name, address, phone number and e-mail address, as well as any other information we may request. Any information provided must correspond to your business name or to the name of an individual legally authorized to act on behalf of your business. Any personal data you provide to us will be handled in accordance with Axel’s Privacy Policy.
You are responsible for all of your expenses in connection with this Agreement. You must provide us with valid credit card information from a credit card acceptable by Axel (“Your Credit Card”). You will use only a name you are authorized to use in connection with AXEL Market and will update all of the information you provide to us in connection with AXEL Market as necessary to ensure that it at all times remains accurate, complete, and valid. You authorize us (and will provide us documentation evidencing your authorization upon our request) to verify your information (including any updated information), to obtain credit reports about you from time to time, to obtain credit authorizations from the issuer of Your Credit Card, and to charge Your Credit Card or debit Your Bank Account for any sums payable by you to us (in reimbursement or otherwise).
For any amounts that we determine you owe us, we may (a) charge Your Credit Card or any other payment instrument you provide to us; (b) offset any amounts that are payable by you to us (in reimbursement or otherwise) against any payments we may make to you or amounts we may owe you; (c) invoice you for amounts due to us, in which case you will pay the invoiced amounts upon receipt; (d) reverse any credits to Your Bank Account; or (e) collect payment or reimbursement from you by any other lawful means. Except as provided otherwise, all amounts contemplated in this Agreement will be expressed and displayed in the Local Currency, and all payments contemplated by this Agreement will be made in the Local Currency.
In addition, we may require that you pay other amounts to secure the performance of your obligations under this Agreement or to mitigate the risk of returns, chargebacks, claims, disputes, violations of our terms or policies, or other risks to Axel or third parties. These amounts may be refundable or nonrefundable in the manner we determine, and failure to comply with terms of this Agreement, including any applicable Program Policies, may result in their forfeiture.
As a security measure, we may, but are not required to, impose transaction limits on some or all customers and sellers relating to the value of any transaction or disbursement, the cumulative value of all transactions or disbursements during a period of time, or the number of transactions per day or other period of time. We will not be liable to you: (i) if we do not proceed with a transaction or disbursement that would exceed any limit established by us for a security reason, or (ii) if we permit a customer to withdraw from a transaction because AXEL Market or Service is unavailable following the commencement of a transaction.
The term of this Agreement will start on the date of your completed registration for use of AXEL Market and continue until terminated by us or you as provided below. You may at any time terminate your account on notice to us at [email protected]. On termination of this Agreement, all related rights and obligations under this Agreement immediately terminate, except that (d) you will remain responsible for performing all of your obligations in connection with transactions entered into before termination and for any liabilities that accrued before or as a result of termination, and (e) Sections 4, 5, 6, 7, 8, 9, 10, 11, 16, 19, 23, 31 and 33 of this Agreement survive.
AXEL retains authority to terminate any AXEL Market user at its sole discretion. AXEL may: (a) suspend, restrict, or terminate your access to AXEL Market, and/or (b) deactivate or cancel your AXEL Market account(s) if: (i) We are so required by a facially valid subpoena, court order, or binding order of a government authority; (ii) We reasonably suspect you of using your AXEL Market account(s) in connection with any illegal or improper activity; (iii) Use of your AXEL Market account(s) is subject to any pending litigation, investigation, or government proceeding and/or we perceive a heightened risk of legal or regulatory non-compliance associated with your account activity; (iv) You take any action that AXEL deems as circumventing AXEL’s controls, including, but not limited to, opening multiple AXEL accounts or abusing promotions which AXEL may offer from time to time; or (v) You breach any of the Terms.
If AXEL suspends or closes your account, or terminates your use of AXEL Market for any reason, we will provide you with notice of our actions unless a court order or other legal process prohibits AXEL from providing you with such notice. You acknowledge that AXEL’s decision to take certain actions, including limiting access to, suspending, or closing your account, may be based on confidential criteria that are essential to AXEL’s risk management and security protocols. You agree that AXEL is under no obligation to disclose the details of its risk management and security procedures to you.
AXEL will terminate accounts on AXEL Market after 12 months of inactivity, and stored data will thereafter be lost.
You grant us a royalty-free, non-exclusive, worldwide right and license for the duration of your original and derivative intellectual property rights to use any and all of Your Materials for AXEL Market or other Axel product or service, and to sublicense the foregoing rights to our Affiliates; provided, however, that we will not alter any of Your Trademarks from the form provided by you (except to re-size trademarks to the extent necessary for presentation, so long as the relative proportions of such trademarks remain the same) and will comply with your removal requests as to specific uses of Your Materials (provided you are unable to do so using standard functionality made available to you via AXEL Market); provided further, however, that nothing in this Agreement will prevent or impair our right to use Your Materials without your consent to the extent that such use is allowable without a license from you or your Affiliates under applicable Law (e.g., fair use under United States copyright law, referential use under trademark law, or valid license from a third party).
Using AXEL Market does not give you ownership of any intellectual property rights in AXEL Market or any of its content. You may not use content accessible on AXEL Market unless you have permission to do so by the owner of the content, or as otherwise permitted by law. AXEL reserves all right, title and interest in AXEL Market, not limited to all copyrights, patents, trademarks, trade secrets, industrial designs, utility models and any other rights recognized pursuant to the laws of any country or jurisdiction, whether or not protected by law.
Subject to your compliance with these Terms, and your payment of any applicable fees, AXEL grants you a limited, non-exclusive, non-transferable, non-sublicensable license to access and make personal use of Market. This license does not include any resale or leasing of Market, or its contents; any downloading, copying, or other use of account information for the benefit of any third party; or any use of data mining, robots, or similar data gathering and extraction tools.
All rights not expressly granted to you in these Terms are reserved and retained by AXEL. Market may not be reproduced, duplicated, copied, sold, resold, visited, or otherwise exploited for any commercial purpose without express written consent of AXEL. You may not use any meta tags or any other “hidden text” utilizing AXEL’s name or trademarks without the express written consent of AXEL. The licenses granted by AXEL terminate if you do not comply with the Terms.
You represent and warrant that you have all rights necessary to use and to provide any data, information, data, graphics, or descriptions to AXEL in connection with the Market and hereby grant AXEL an irrevocable, fully-paid, royalty-free, non-exclusive, perpetual, worldwide license to use and share such data, information, data, graphics, or descriptions for any and all purposes without attribution, notice, permission, royalty or payment to you or any third party.
You agree that AXEL may use your name and reference you as a customer for advertising, promotion or similar publicity purposes and hereby grant AXEL a non-exclusive, worldwide, royalty free license to your name, logo, trademark, use case or case study for such purposes and without any compensation, notice or authorization from you.
Notice of Copyright Infringement
AXEL will respond to notices alleging copyright infringement that comply with the United States Digital Millennium Copyright Act (“DMCA”). Such notices should be sent to AXEL’s designated DMCA agent at: [email protected].
The following must be provided in any DMCA notice: (a) identify the copyrighted work claimed infringed; (b) identify the material claimed infringing and where it is located; (c) reasonably sufficient contact information, such as your address, phone number and e-mail address; (d) a statement expressing a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent or law; (e) a statement, made under penalty of perjury, that the above information is accurate and that the person sending the report is the copyright owner or is authorized to act on behalf of the owner; and (f) an electronic or physical signature of a person authorized to act on behalf of the copyright owner.
AXEL may provide you notice if your data was removed as a result of receiving a DMCA notice. If you receive notice from AXEL, you may provide a counter-notification to AXEL’s designated DMCA agent at: [email protected].
Reports from non-U.S. copyright owners regarding an allegation of copyright infringement may be sent to: [email protected].
Certain information on AXEL Market, such as product images and descriptions, may be the property of third parties and not AXEL (“Third Party Content”). The Terms do not grant you any rights to Third Party Content and you represent and warrant that your use of AXEL Market will not infringe the rights of any Third-Party Content owner. If you require rights to Third Party Content, please contact the Third-Party Content owner.
If you use content posted on AXEL Market in an unauthorized fashion, or post unauthorized material on AXEL Market, you agree to indemnify, hold harmless, and defend AXEL, its directors, officers, employees, subsidiaries, parents, licensors, and content providers, with respect to all damages, costs, and expenses, including reasonable legal fees and litigation expenses, arising out of or as a result of such unauthorized use.
Graphics, logos, page headers, button icons, scripts, and service names included in or made available through Market are trademarks or trade dress of AXEL in the U.S. and other countries. AXEL’s trademarks and trade dress may not be used in connection with any product or service that is not AXEL’s, in any manner that is likely to cause confusion among customers, or in any manner that disparages or discredits AXEL.
You may not reverse engineer, decompile or disassemble, tamper with, or bypass any security associated with Market, whether in whole or in part.
Each party represents and warrants that: (a) if it is a business, it is duly organized, validly existing and in good standing under the Laws of the country in which the business is registered and that you are registering for the Service(s) within such country; (b) it has all requisite right, power, and authority to enter into this Agreement, perform its obligations, and grant the rights, licenses, and authorizations in this Agreement; (c) any information provided or made available by one party to the other party or its Affiliates is at all times accurate, complete, and not misappropriated; (d) it is not subject to sanctions or otherwise designated on any list of prohibited or restricted parties or owned or controlled by such a party, including but not limited to the lists maintained by the United Nations Security Council, the US Government (e.g., the US Department of Treasury’s Specially Designated Nationals list and Foreign Sanctions Evaders list and the US Department of Commerce’s Entity List), the European Union or its member states, or other applicable government authority; and (e) it will comply with all applicable Laws in performance of its obligations and exercise of its rights under this Agreement.
You will defend, indemnify, and hold harmless Axel, and our officers, directors, employees, and agents, against any third-party claim, loss, damage, settlement, cost, expense, or other liability (including, without limitation, attorneys’ fees) (each, a “Claim”) arising from or related to (a) your non-compliance with applicable Laws; (b) Your Products, including the offer, sale, fulfillment, refund, cancellation, return, or adjustments thereof, Your Materials, any actual or alleged infringement of any Intellectual Property Rights by any of the foregoing, and any personal injury, death (to the extent the injury or death is not caused by Axel), or property damage related thereto; (c) Your Taxes and duties or the collection, payment, or failure to collect or pay Your Taxes or duties, or the failure to meet tax registration obligations or duties; or (d) actual or alleged breach of any representations you have made.
Axel’s indemnification obligations. Axel will defend, indemnify, and hold harmless you and your officers, directors, employees, and agents against any third-party Claim arising from or related to: (a) Axel’s non-compliance with applicable Laws; or (b) allegations that the operation of AXEL Market infringes or misappropriates that third party’s intellectual property rights.
Process. If any indemnified Claim might adversely affect us, we may, to the extent permitted by applicable Law, voluntarily intervene in the proceedings at our expense. No party may consent to the entry of any judgment or enter into any settlement of an indemnified Claim without the prior written consent of the other party, which may not be unreasonably withheld; except that a party may settle any claim that is exclusively directed at and exclusively affects that party.
- AXEL MARKET IS PROVIDED “AS IS”. YOU USE THE AXEL SITES AND AXEL MARKET AT YOUR OWN RISK. EXCEPT THOSE SET FORTH IN THIS AGREEMENT, TO THE FULLEST EXTENT PERMISSIBLE BY LAW, WE AND OUR AFFILIATES DISCLAIM: (i) ANY REPRESENTATIONS OR WARRANTIES REGARDING THIS AGREEMENT, AXEL MARKET, ANY PRODUCT FOUND, SOLD, OR ADVERTISED ON MARKET OR THE TRANSACTIONS OR PRODUCTS CONTEMPLATED BY THIS AGREEMENT, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT; (ii) IMPLIED WARRANTIES ARISING OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE; AND (iii) ANY OBLIGATION, LIABILITY, RIGHT, CLAIM, OR REMEDY IN TORT, WHETHER OR NOT ARISING FROM OUR NEGLIGENCE. WE DO NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE AXEL SITES OR AXEL MARKET WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE, TIMELY, SECURE, UNINTERRUPTED, OR ERROR FREE, AND WE WILL NOT BE LIABLE FOR ANY SERVICE INTERRUPTIONS, INCLUDING BUT NOT LIMITED TO SYSTEM FAILURES OR OTHER INTERRUPTIONS THAT MAY AFFECT THE RECEIPT, PROCESSING, ACCEPTANCE, COMPLETION, OR SETTLEMENT OF ANY TRANSACTIONS.
WITHOUT LIMITING THE FOREGOING, AXEL MAKES NO REPRESENTATIONS THAT MARKET WILL NOT INFRINGE ANY RIGHTS HELD BY A THIRD PARTY, INCLUDING BUT NOT LIMITED TO ANY COPYRIGHT, PATENT OR TRADEMARK. FURTHER AND WITHOUT LIMITING THE FOREGOING, AXEL MAKES NO REPRESENTATIONS OR WARRANTIES THAT MARKET WILL MEET YOUR NEEDS OR THAT MARKET WILL BE UNINTERRUPTED, CONTINUOUSLY AVAILABLE, ACCURATE, ERROR FREE, RESULT IN LOST DATA OR WILL NOT HARM COMPUTERS OR MOBILE DEVICES. NO ORAL ADVICE OR WRITTEN INFORMATION PROVIDED BY AXEL, ITS AFFILIATES, AGENTS, CONTRACTORS, DIRECTORS, EMPLOYEES, OFFICERS OR PARTNERS WILL CREATE ANY WARRANTY AND YOU SHALL NOT RELY EXCLUSIVELY UPON SUCH ADVICE OR INFORMATION. YOU BEAR THE ENTIRE RISK AS TO THE PERFORMANCE, OPERATION AND QUALITY OF MARKET.
YOU AGREE THAT AXEL AND ITS PARENT, SUBSIDIARIES, AFFILIATES, AND THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, CONTRACTORS AND PARTNERS SHALL NOT BE LIABLE TO YOU FOR ANY LOSS OR DAMAGE ARISING OUT OF OR RELATING TO MARKET OR ANY PRODUCT PURCHASED FROM MARKET, INCLUDING, WITHOUT LIMITATION, CONSEQUENTIAL, INCIDENTAL OR SPECIAL DAMAGES, LOSS OF DATA, LOSS OF CONTENT, LOSS OF REVENUE OR PROFITS, LOSS OF ANY CONTRACT, LOSS OF GOODWILL, UNAUTHORIZED ACCESS TO YOUR ACCOUNT, AND ANY AND ALL OTHER DAMAGES AND LOSSES, EVEN IF AXEL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE.
YOU AGREE TO INDEMNIFY, DEFEND AND HOLD AXEL AND ITS PARENT, SUBSIDIARIES, AFFILIATES, AND THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, CONTRACTORS AND PARTNERS HARMLESS FROM AND AGAINST ANY CLAIM, LIABILITY, INJURY, DAMAGE, COST, LOSS OR EXPENSE THAT ARISES FROM YOUR, OR ANY THIRD PARTY’S, USE OF MARKET OR ANY PRODUCT PURCHASED OR ACQUIRED THROUGH MARKET. THIS LIMITATION APPLIES TO ANY CAUSE OF ACTION OR CLAIMS IN THE AGGREGATE, WHETHER IN AN EQUITABLE, LEGAL OR COMMON LAW ACTION ARISING HEREUNDER AND INCLUDING, WITHOUT LIMITATION, VIOLATION OF ANY STATUTE, VIOLATION OF PRIVACY AND/OR INTELLECTUAL PROPERTY RIGHTS, BREACH OF CONTRACT, BREACH OF WARRANTY OR INDEMNITY, MISREPRESENTATION, NEGLIGENCE, STRICT LIABILITY AND OTHER TORTS.
- AXEL IS NOT GENERALLY INVOLVED IN TRANSACTIONS BETWEEN CUSTOMERS AND SELLERS OR OTHER PARTICIPANT DEALINGS. IF A DISPUTE ARISES BETWEEN ONE OR MORE PARTICIPANTS, EACH PARTICIPANT RELEASES AXEL (AND ITS AGENTS AND EMPLOYEES) FROM CLAIMS, DEMANDS, AND DAMAGES (ACTUAL AND CONSEQUENTIAL) OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, SUSPECTED AND UNSUSPECTED, DISCLOSED AND UNDISCLOSED, ARISING OUT OF OR IN ANY WAY CONNECTED WITH SUCH DISPUTES.
The total liability of AXEL for any claims relating to AXEL Market, any product sold or advertised on Market, or any AXEL websites, including any claim under these Terms, is limited to the amount, if any, that you paid to AXEL. To the maximum extent permitted by law, AXEL will not be responsible for lost profits, revenues, or data, financial losses or indirect, special, consequential, exemplary, or punitive damages. In all instances, AXEL will not be liable for any loss or damage that is not reasonably foreseeable. By using AXEL Market, you forever release AXEL from any and all claims for liability that may arise from any damage or injury that may result during or associated with the use of AXEL Market or any product or service acquired or purchased with or through Market.
You acknowledge that AXEL would be irreparably damaged if the Terms are not specifically observed and, therefore, agree that AXEL shall be entitled, without bond, other security or proof of damages, to appropriate equitable remedies with respect to your breach of the Terms, in addition to other remedies available under applicable law.
By using AXEL Market, you agree to and will waive any right to assert any claims against AXEL as a representative or member in any class or representative action, except where such waiver is prohibited by law or deemed by a court of law to be ineffective. To the extent that you are permitted by law or court of law to proceed with a class or representative action, you agree that the prevailing party shall not be entitled to recover attorneys’ fees or costs associated with pursuing the class or representative action, and that the party that initiates or participates as a member of the class will not submit a claim or otherwise participate in any recovery secured through the class or representative action.
If there is any dispute arising out of AXEL Market including any dispute concerning any of the Terms, you expressly agree that any such dispute shall be governed by the laws of the State of Nevada, without regard to any other otherwise applicable conflict of law provisions, and you expressly agree and consent to the exclusive jurisdiction and venue of the state and federal courts of the State of Nevada, in Clark County, for the resolution of any such dispute.
You agree that any cause of action against AXEL or any of its agents, employees, officers, directors, investors, or principals arising out of or related to AXEL Market must commence within one (1) year after the cause of action arose; otherwise, such cause of action is permanently barred.
This Agreement shall survive even if a particular term is not enforceable. If, for any reason, any of these Terms is deemed to be not enforceable, no other terms shall be affected. The remaining terms shall remain enforceable.
You acknowledge that any failure by AXEL to exercise or enforce any legal right or to take action concerning any breach of these Terms shall not constitute a waiver of any rights or remedies otherwise available to AXEL.
If you need to contact us for any reason regarding these Terms, please feel free to do so by emailing us at [email protected]. You consent to receive communications from AXEL electronically, such as e-mails, texts, mobile push notices, or notices and messages, and you can retain copies of these communications for your records. You agree that all agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing. You will ensure that all of your contact information is up to date and accurate at all times.
By using AXEL Market, you expressly acknowledge that neither AXEL nor any of its agents, employees, officers, or owners has provided you with any business, commerce, marketing, advertising, tax, legal or medical counsel, direction, or advice, and that nothing on AXEL Market constitutes any such counsel, direction or advice, including, without limitation, any sample forms or emails or other template language that may from time to time exist or be provided with or by AXEL for use with Market.
You acknowledge that you will seek your own, independent legal, tax, accounting, or any other professional service regarding the conduct of any business using AXEL Market and that AXEL does not warranty the legal significance or effect of any material provided with or found on AXEL Market.
It is the responsibility of each user to inform themselves of and to observe all applicable laws and regulations of any relevant jurisdictions including with respect to taxes. Prospective users should inform themselves as to the legal requirements and tax consequences within the countries of their citizenship, residence, domicile, and place of business. You agree to seek the advice and counsel of your own financial, legal, and tax advisors. You acknowledge that you have been advised by AXEL to undertake your own due diligence with respect to any product or service offered by any user of any AXEL product.
If the gross proceeds from Your Transactions exceed $5000 per month, then within thirty (30) days thereafter, you will maintain at your expense throughout the remainder of the Term commercial general, umbrella or excess liability insurance with limits prescribed by AXEL for liabilities caused by or occurring in conjunction with the operation of your business, including products, products/completed operations and bodily injury, with policy(ies) naming Axel and its assignees as additional insureds. At our request, you will provide to us certificates of insurance, the full insurance policy, or other documents we may request for the coverage to the following address: [email protected]. You may request the coverage limits for such policy by emailing the same address.
By using AXEL Market, you acknowledge that AXEL does not maintain any liability insurance for any damage or injury or any other claims arising from any use of AXEL Market or any other product or service acquired, sold, advertised or purchased with or through Market.
By using AXEL Market, you expressly acknowledge and agree that AXEL shall not be liable for any damages, or any other loss, whether direct, indirect consequential, incidental, or special that you may suffer, arising from any defect, error, fault, or failure to perform with respect to any product or service acquired or purchased, even if AXEL has been advised of the possibility of such defect, error, fault, or failure.
As between the parties, you will be responsible for the collection, reporting, and payment of any and all of Your Taxes. All fees and payments payable by you to Axel under this Agreement or the applicable Terms are exclusive of any applicable taxes, deductions or withholding (including but not limited to cross-border withholding taxes), and you will be responsible for paying Axel any of Your Taxes imposed on such fees and any deduction or withholding required on any payment. You may be required to collect, report and/or remit sales and/or income tax to jurisdictions in which you do business or in which you make sales. Failure to do so may result in penalties, fines, or other civil and/or criminal legal consequences. You are responsible for apprising yourself of your applicable tax obligations including at the national, US federal, state, and municipal level. You may be legally required to register your business with or obtain a business license in the jurisdiction(s) in which you do business or in which you make sales. AXEL is not responsible for determining or informing you of any such legal or tax obligations. AXEL provides no advice or counsel on any legal or tax obligations your operation of Market may trigger, and is not responsible for fulfilling any legal or tax obligations that apply to your operation or use of Market.
During the course of your use of AXEL Market, you may receive Confidential Information. You agree that for the term of the Agreement and for 5 years after termination (except as provided below with respect to customer personal data): (a) all Confidential Information will remain Axel’s exclusive property; (b) you will use Confidential Information only as is reasonably necessary for your participation in AXEL Market; (c) you will not otherwise disclose Confidential Information to any other Person except as required to comply with the Law; (d) you will take all reasonable measures to protect the Confidential Information against any use or disclosure that is not expressly permitted in this Agreement; and (e) you will retain Confidential Information only for so long as its use is necessary for participation in AXEL Market or to fulfill your statutory obligations (e.g. tax) and in all cases will delete such information upon termination or as soon as no longer required for the fulfillment of statutory obligations. The foregoing sentence does not restrict your right to share Confidential Information with a governmental entity that has jurisdiction over you, provided that you limit the disclosure to the minimum necessary and explicitly indicate the confidential nature of the shared information to the governmental entity, and notify us in writing within 24 hours of disclosure. You may not issue any press release or make any public statement related to AXEL Market, or use our name, trademarks, or logo, in any way (including in promotional material) without our advance written permission, or misrepresent or embellish the relationship between us in any way. You may not use our name, trademarks, or logos in any way (including in promotional material) without our advance written permission.
You may not use customer personal data in any way inconsistent with applicable Law. You must keep customer personal data confidential at all times (the above 5 years’ term limit does not apply to customer personal data).
We will not be liable for any delay or failure to perform any of our obligations under this Agreement by reasons, events or other matters beyond our reasonable control.
Subject to the Transaction Processing Service Terms, you and we are independent contractors vis-à-vis each other, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between us. You will have no authority to make or accept any offers or representations on our behalf. This Agreement will not create an exclusive relationship between you and us. Nothing expressed or mentioned in or implied from this Agreement is intended or will be construed to give to any person other than the parties to this Agreement any legal or equitable right, remedy, or claim under or in respect to this Agreement. This Agreement and all of the representations, warranties, covenants, conditions, and provisions in this Agreement are intended to be and are for the sole and exclusive benefit of Axel, you, and customers. As between you and us, you will be solely responsible for all obligations associated with the use of any third-party service or feature that you permit us to use on your behalf, including compliance with any applicable terms of use. You will not make any statement, that would contradict anything in this section.
If you or any of your Affiliates elect to provide or make available suggestions, comments, ideas, improvements, or other feedback or materials to us in connection with or related to AXEL Market (including any related Technology), we will be free to use, disclose, reproduce, modify, license, transfer and otherwise distribute, and exploit any of the foregoing information or materials in any manner. In order to cooperate with governmental requests, to protect our systems and customers, or to ensure the integrity and operation of our business and systems, we may access and disclose any information we consider necessary or appropriate, including but not limited to user contact details, IP addresses and traffic information, usage history, and posted content. If we make suggestions on using AXEL Market, you are responsible for any actions you take based on our suggestions.
We may change or modify the Agreement at any time with immediate effect (a) for legal, regulatory, fraud and abuse prevention, or security reasons; (b) to change existing features or add additional features to AXEL Market (where this does not materially adversely affect your use of AXEL Market); or (c) to restrict products or activities that we deem unsafe, inappropriate, or offensive.
Your continued use of AXEL Market after the effective date of any change to this Agreement in accordance with this Section will constitute your acceptance of that change. If any change is unacceptable to you, you agree not to use AXEL Market and to end the Agreement as described in Section 3.
Any password we provide to you may be used only during the Term to use AXEL Market, electronically accept Your Transactions, and review your completed transactions. You are solely responsible for maintaining the security of your password. You may not disclose your password to any third party (other than third parties authorized by you to use your account in accordance with this Agreement) and are solely responsible for any use of or action taken under your password. If your password is compromised, you must immediately change your password.
You are responsible for creating a strong password and maintaining adequate security and control of any and all IDs, hints, personal identification numbers (PINs), API keys or any other codes that you use to access AXEL Market. Any loss or compromise of the foregoing information and/or your personal information may result in unauthorized access to your AXEL account(s) by third-parties. You are responsible for keeping your email address and other contact information up to date in your Account Profile in order to receive any notices or alerts that we may send you. You should never allow remote access or share your screen with someone else when you are logged on to your AXEL account. AXEL will never under any circumstances ask you for your IDs, passwords, or 2-factor authentication codes. We assume no responsibility for any loss that you may sustain due to compromise of account login credentials due to no fault of AXEL and/or failure to follow or act on any notices or alerts that we may send to you.
You will not directly or indirectly export, re-export, transmit, or cause to be exported, re-exported or transmitted, any commodities, software or technology to any country, individual, corporation, organization, or entity to which such export, re-export, or transmission is restricted or prohibited, including any country, individual, corporation, organization, or entity under sanctions or embargoes administered by the United Nations, US Departments of State, Treasury or Commerce, the European Union, or any other applicable government authority.
The Governing Laws will govern this Agreement, without reference to rules governing choice of laws or the Convention on Contracts for the International Sale of Goods. You consent that any dispute with Axel or its Affiliates or claim relating in any way to this Agreement or your use of AXEL Market will be resolved by binding arbitration as described in this paragraph, rather than in court, except that (i) either party may elect to proceed in a small claims court that is a Governing Court if your claims qualify; (ii) you or we may bring suit in the Governing Courts, submitting to the jurisdiction of the Governing Courts and waiving our respective rights to any other jurisdiction, to enjoin infringement or other misuse of intellectual property rights; and (iii) we may bring any claims related to your sale of counterfeit products on AXEL Market in the Governing Courts and seek any remedy available under law related to those claims. Before you may begin an arbitration proceeding, you must send a letter notifying us of your intent to pursue arbitration and describing your claim to [email protected]. The arbitration will be conducted by the American Arbitration Association (AAA) under its commercial rules. The expedited procedures of the AAA’s rules will apply only in cases seeking exclusively monetary relief under $50,000, and in such cases the hearing will be scheduled to take place within 90 days of the arbitrator’s appointment. For all cases, the AAA commercial fee schedule governs the payment of all filing, administration and arbitrator fees. The underlying award in the arbitration may be appealed pursuant to the AAA’s Optional Appellate Arbitration Rules. Axel and you each agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated or representative action. If for any reason a claim proceeds in court rather than in arbitration Axel and you each waive any right to a jury trial.
You may not assign this Agreement, by operation of law or otherwise, without our prior written consent. Any attempt to assign or otherwise transfer in violation of this section is void; provided, however, that upon notice to Axel, you may assign or transfer this Agreement, in whole or in part, to any of your Affiliates as long as you remain liable for your obligations that arose prior to the effective date of the assignment or transfer under this Agreement. You agree that we may assign or transfer our rights and obligations under this Agreement: (a) in connection with a merger, consolidation, acquisition or sale of all or substantially all of our assets or similar transaction; or (b) to any Affiliate or as part of a corporate reorganization; and effective upon such assignment, the assignee is deemed substituted for Axel as the party to this Agreement. Subject to that restriction, this Agreement will be binding on, inure to, and be enforceable against the parties and their respective successors and assigns. We may perform any of our obligations or exercise any of our rights under this Agreement through one or more of our Affiliates. Axel retains the right to immediately halt any of Your Transactions, prevent or restrict access to AXEL Market or take any other action to restrict access to or availability of any inaccurate listing, any inappropriately categorized items, any unlawful items, or any items otherwise prohibited by applicable policies. Because Axel is not your agent, or the customer’s agent for any purpose, Axel will not act as either party’s agent in connection with resolving any disputes between participants related to or arising out of any transaction.
If any provision of this Agreement is deemed unlawful, void, or for any reason unenforceable, then that provision will be deemed severable from these terms and conditions and will not affect the validity and enforceability of any remaining provisions. We may make available translations to this Agreement and the applicable Service Terms and Program Policies, but the English version will control. This Agreement represents the entire agreement between the parties with respect to AXEL Market and related subject matter and supersedes any previous or contemporaneous oral or written agreements and understandings.
Products and Product Information. You will comply with our Prohibited Items Policy. It is your responsibility to become familiar with our Prohibited Item Policy and to adhere to it in connection with any item you sell or offer through AXEL Market. You will provide accurate and complete Required Product Information for each product or service that you offer through any Axel Site and promptly update that information as necessary to ensure it at all times remains accurate and complete. You will also ensure that Your Materials, Your Products (including packaging) and your offer and subsequent sale of any of the same on any Axel Site comply with all applicable Laws (including all minimum age, marking and labeling requirements) and do not contain any sexually explicit (except to the extent expressly permitted under our applicable policies), defamatory or obscene materials. If you offer a product for sale on AXEL Market that requires a warning under California Health & Safety Code Section 25249.6 (a “Proposition 65 Warning”) you (a) will provide us with such warning in the manner specified in our Program Policies, (b) agree that our display of a Proposition 65 Warning on a product detail page is confirmation of our receipt of that warning, and (c) will only revise or remove a Proposition 65 Warning for a product when the prior warning is no longer legally required. In connection with your use of AXEL Market, and your interactions with other users and third parties, you agree and represent you will not undertake any action for any illegal or improper purpose or in violation of the Prohibited Items Policy. AXEL reserves the right at all times to monitor, review, retain and/or disclose any information as necessary to satisfy any applicable law, regulation, sanctions programs, legal process or governmental request. We reserve the right to cancel and/or suspend your AXEL account(s) and/or, if applicable, to block transactions or freeze funds immediately and without notice if we determine, in our sole discretion, that your account is associated with illegal or improper activity.
We may use mechanisms that rate, or allow shoppers to rate, Your Products and your performance as a seller and Axel may make these ratings and feedback publicly available.
AXEL exercises no editorial control over the descriptions or photos of products that you sell on Market. By using Market, you represent and warrant that any product information, including graphics, that you post on Market is accurate, sufficient, truthful, and not deceptive, misleading, or false. You further represent and warrant that any product you list or sell on Market is safe for use for its intended purpose, and agree to indemnify and hold harmless AXEL for any claims of injury or damage arising from the use of any product you sold on Market. You are responsible for providing and displaying any necessary warnings, instructions, or guidance for using any product you sell.
You are responsible for ensuring that your listings comply with all applicable accessibility laws including the Americans with Disabilities Act. AXEL is not liable for any damages caused by failure to ensure required accessibility.
You will bear the risk of (a) credit card fraud (i.e., a fraudulent purchase arising from the theft and unauthorized use of a third party’s credit card information) occurring in connection with Your Transactions, and (b) late payments or defaults by customers in connection with invoiced orders for Your Products. You will bear all other risk of fraud or loss.
You will: (a) source, offer, sell, and fulfill your orders, in each case in accordance with the terms of the applicable Order Information, this Agreement, and all terms provided by you or us and displayed on AXEL Market at the time of the order and be solely responsible for and bear all risk for those activities; (b) package each of Your Products in a commercially reasonable manner complying with all applicable packaging and labeling requirements, including any warnings or instructions necessary to safely use Your Products, and ship each of Your Products on or before its Expected Ship Date; (c) retrieve Order Information at least once each business day; (d) only cancel Your Transactions as permitted pursuant to your terms and conditions appearing on AXEL Market at the time of the applicable order or as may be required under this Agreement; (e) ensure that you are the seller of each of Your Products; (f) include an order-specific packing slip, and, if applicable, any tax invoices, within each shipment of Your Products; and (g) identify yourself as the seller of each of Your Products on all packing slips or other information included or provided in connection with Your Products and as the Person to which a customer may return the applicable product.
The Axel Refund and Return Policies will apply to Your Products. You will promptly accept, calculate, and process cancellations, returns, refunds, and adjustments in accordance with this Agreement and the Axel Refund and Return Policies. Without limiting your obligations, we may in our sole discretion accept, calculate, and process cancellations, returns, refunds, and adjustments for the benefit of customers. We will make any payments to customers in the manner we determine, and you will reimburse us for all amounts we pay.
Delivery Errors and Nonconformities; Recalls. You are responsible for any non-performance, non-delivery, misdelivery, theft, or other mistake or act in connection with the fulfillment of Your Products. You are also responsible for any non-conformity or defect in, any public or private recall of, or safety alert of any of Your Products or other products provided in connection with Your Products. You will notify us promptly as soon as you have knowledge of any public or private recalls, or safety alerts of Your Products or other products provided in connection with Your Products.
If we find that any claim, chargeback, or dispute is your responsibility, (i) you will not take recourse against the customer, and (ii) if Axel resolves the claim directly with the customer and does not waive its right of indemnification, you to the extent of your responsibility, including taxes and shipping and handling charges, and all other fees and expenses associated with the original transaction (such as credit card, bank, payment processing, re-presentment, or penalty fees) and any related chargebacks or refunds.
We may at any time require you to provide any financial, business or personal information we request to verify your identity. You authorize us to obtain from time-to-time consumer credit reports to establish or update your Seller Account or in the event of a dispute relating to this Agreement or the activity under your Seller Account. You agree to update all Seller Account information promptly upon any change. The Axel Privacy Policy applies to transactions processed by Axel.
You may not authorize any third party to access or use Market on your behalf or using your access credentials. You are responsible for maintaining the confidentiality of the user ID and password, and solely responsible for the activity that occurs on your account, whether authorized by you or not, and you must keep your account information secure. You agree to immediately notify AXEL of any unauthorized use of your user ID or password or any other breach of security. AXEL cannot and will not be liable for any loss or damage arising from any unauthorized use of your account
AXEL makes no commitments about any content it provides on AXEL Market including as to its accuracy. AXEL also makes no commitments about the reliability or availability of AXEL Market or its ability to meet your needs. While AXEL endeavors to keep AXEL Market operable, it may be the case that AXEL Market may become inoperable, and that such inoperability may extend for a lengthy period of time, or even permanently. Such inoperability could be caused by AXEL or outside actors, or by predictable or unpredictable factors. All users of AXEL Market use it at their own risk. AXEL does not recommend that any data be stored exclusively on AXEL Market without any backup. For example, if a user is terminated, suspended for any reason, or if AXEL elects to deactivate or terminate a user’s account, the user may no longer have access to any data stored on AXEL Market.
By using AXEL Market, you expressly acknowledge the possibility that data stored on AXEL Market may be lost permanently, and that AXEL does not take responsibility for such losses.
Parties other than AXEL, such as you, operate stores or sell products on Market. In addition, we provide links to the sites of affiliated companies and certain other businesses. Purchases of the products or services offered by these businesses or individuals are made directly from those third parties, not from AXEL. You are the seller of all products you sell or offer on AXEL Market. We make no representations regarding and do not guarantee or warranty the offerings of any of these businesses or individuals (including the content of their Web sites). AXEL does not assume any responsibility or liability for the actions, product, and content of all these and any other third parties.
By using AXEL Market, you expressly acknowledge that AXEL is not a “seller” under any applicable state or local law, that AXEL does not sell, take, or maintain custody of any product, and is not liable for any liability claim arising from or associated with the use of any product.
Sellers are responsible for the collection and payment of any taxes, payments or fees associated with any sales or other activity on Market. AXEL does not collect and is not responsible for the collection or payment of any taxes, payments or fees associated with your use of Market or any products you sell.
You are responsible for shipping and handling of any products you sell. AXEL does not ship any products. AXEL is a service provider that provides Market as a tool for sellers to sell products to customers. AXEL is not a retailer and does not engage in or facilitate the sale of products. AXEL does not inspect or examine any products sold on Market. You are responsible for ensuring any description or photograph of any item you list on Market is accurate.
AXEL exercises no control over any product you sell. AXEL is not a retailer or distributor of any product you list on Market and does not fulfill any orders. You agree to indemnify and hold harmless AXEL from any product liability claims arising from any product you list or sell on Market.
AXEL does not endorse or recommend any product listed on Market and disclaims all liability associated with any product provided by any other person or entity.
Any reference by AXEL or any of its directors, officers, employees, subsidiaries, parents, licensors, and content providers to another entity or any service (other than AXEL Market provided by AXEL) should not be considered to be an endorsement. This includes any information or links provided by AXEL concerning any product or another entity or service. AXEL makes no warranties or representations about any aspect of any product or other entity or service. Buyers should investigate any product, entity or service before they purchase or use it.
AXEL makes no representations or warranties regarding the suitability, use or safety of any product you sell on Market and you assume all risks inherent in the sale, offer, or delivery of any product purchased. AXEL is not liable for any injuries or damages sustained from the purchase or use of any product advertised or sold on Market.
Also see
