TERMS OF USE FOR AXOSNET CLOUD SOLUTIONS (User Agreement)

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1. Axosnet Information

Axosnet Ltd. Co, 21 Waterway Avenue, Suite 300, The Woodlands, Texas, 77380, USA, together with its subsidiaries (collectively "Axosnet") have created, own, and operate multiple Cloud Solutions, (referred to hereunder as an “Axosnet Cloud Solutions” or “ACS” ) through the web site https://acs.axosnet.com (“ACS Site”). ACS Site allows users to access, based on their entity subscriptions, a variety of Solutions as described in http://help.axosnet.com.

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2. User Acceptance of the Terms of Use

Acceptance of these Terms of Use is necessary for every User who uses any ACS. If you do not agree with these Terms of Use, you must refrain from Using the Axosnet Services. By registering, or using the Axosnet Services: (1) you and the Organization agree to be bound by these Terms of Use set forth herein; and (2) you represent and warrant that you are an individual authorized by the Organization, or the entity identified as the Account Owner (“Organization”) to use the access credentials assigned to you as a User (User).

Axosnet reserves the right to modify or replace these Terms of Use at any time and at its sole discretion. Axosnet will inform the User of the date on which the Terms of Use were updated. Any changes will be effective immediately upon their publication on the ACS Site (or on the subsequent effective date indicated, where applicable, at the top of the Terms of Use reviewed by the User). The User's continued use of the ACS following any changes to these Terms of Use constitutes the User's acceptance of such changes. If you do not agree with the changes, you must stop using the Services. Additionally, Axosnet may provide other means through which the User can accept these Terms of Use.

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3. Requirements for the Use Axosnet Cloud Solutions

a) The Organization must sign a Master Subscription Agreement (“MSA”) with Axosnet when it wishes to acquire a subscription, and all transactions carried out through an ACS will be subject to what is established by the Organization and Axosnet in the MSA, together with these Terms of Use which are applicable to the Users of the Organization.

b) Once the Organization initiates the Account creation process with ACS, it shall designate a Super Administrator User, who will be responsible for registering the remaining Account Users who will use the purchased ACS subscriptions. Each Account must have at least one Super Administrator User and one Administrator User.

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4. Authorization of Use, Intellectual Property and Use Restrictions

a) Authorization of Use. Subject to these Terms of Use: (a) During the term of the MSA or the Terms of Use, Axosnet grants a non-exclusive, non-transferable, worldwide authorization to access and use the ACS, as well as the content obtained from the use of the ACS, solely for the established commercial objectives, which are directly related to the internal use of the Organization; and (b) You grant Axosnet and its service providers a non-exclusive, worldwide authorization to (i) use, modify, display, distribute and create new material using your Content to provide the ACS Services, and (ii) to create and use aggregated or anonymous forms of your Content without identifying the Organization, You, or any Account User for Axosnet's business purposes. By submitting Content, You automatically accept and promise that the owner of such Content has authorized Axosnet to use the necessary Content to provide the ACS Services without the right to any type of payment or compensation.

Axosnet informs you that the Organization may configure the Account Profile, which optionally includes uploading the Organization's logo, through the Super Administrator User and/or Administrator User. By updating your account profile and including an image, the rest of the Organization's authorized Users will be able to see it. Axosnet will not be responsible in any case for the use made of the image saved in the Account Profile. The Organization will be solely responsible for whether the Super Administrator and/or Administrator User uses this account personalization function; if the Organization does not wish to use this Account Profile function, the Axosnet logo will appear by automatic configuration.

b) Intellectual Property. Subject to the authorizations granted above, Axosnet, its licensors, and providers own and maintain all rights, titles, and interests. Axosnet owns the Intellectual Property rights regarding: (a) each ACS, the ACS Site, and any other software, hardware, technology, documentation, content, and information provided by Axosnet in connection with the Subscriptions; (b) the Aggregated content; (c) all ideas, know-how, and techniques that are developed, conceived or invented by Axosnet during the performance of these Terms of Use; and (d) all worldwide patents, copyrights, trade secrets, trademarks and any other type of Intellectual Property described in the preceding subsections (“Axosnet IP”). In relation to the rights granted to Axosnet previously, You or the Organization possess and retain all rights, titles, and interests over the Content and the Intellectual Property thereof.

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c) Restrictions. Except as expressly permitted in the MSA and these Terms of Use, You shall not directly or indirectly perform the following actions: (a) access, use, sell, distribute, sublicense, issue or commercially exploit any Axosnet IP or any of the rights regulated under these Terms of Use, including but not limited to access or use of Axosnet IP in Services or processing of the Organization (including third parties); (b) introduce any type of illegal, obscene, defamatory material into the Service; (c) copy, modify or generate services based on the Axosnet IP, including but not limited to any Java application associated with the ACS; (d) reverse, obscure or alter the Axosnet IP or the confidentiality notices or legends that exist in relation to the Axosnet IP.

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5. Permitted Use of the Content and ACS Site

You may not copy, modify, distribute, transmit, issue, publish, license, develop, create derivatives, transfer, rent, lease, or sell any service contained in an ACS or the User Content. However, You may download, store, display and exhibit on your computer or any other electronic device, solely for viewing, listening, performing, and printing the Axosnet materials and the User Content provided, provided that: (a) the Axosnet Content and the User Content are used only as information, without commercial purposes and are not copied or replicated on any network, nor published, transmitted or distributed in any form or measure; and (b) that the Axosnet materials and the User Content are not modified or altered in any way, including any copyright notice. You may not use the ACS Site in any way that infringes, damages, disables, overloads or in any way impairs the Axosnet Services, the networks connected to any of the Axosnet Services or servers, or interferes with any other party (third party) in the use of the ACS. You will not attempt to gain unauthorized access to the ACS Site, other accounts, computers, systems or networks connected to any Axosnet server, through hacking, password mining or any other means. You will not obtain or attempt to obtain materials or information through means other than those provided by Axosnet on the ACS Site.

You agree not to use the ACS Site to:

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• Post, upload, send, transmit or otherwise make available any User Content that: (a) You do not have the right to share; (b) Is illegal, harmful, vulgar, obscene, discriminatory or otherwise objectionable; (c) Violates any third party's Intellectual Property right; (d) Includes any promotional material, surveys, spam, among others, not solicited or authorized by Axosnet; or (e) Contains viruses, Trojans, worms, corrupted files or any other file or software designed to interrupt, destroy, damage or limit the functionality of any hardware, software or any other property.

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• Defame, harass, abuse, threaten or violate any type of right, such as privacy, publicity or organizational integrity.

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• Impersonate a person, entity, including, but not limited to, Axosnet personnel or any third party, or falsely state or misrepresent the representation of an entity or person.

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• Modify emails or manipulate identifications with the intent to disguise the origin of any content that has been transmitted through the ACS Site.

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• Download any file or Content published by a User other than You, or that it is reasonably inferred should not be reproduced, transmitted or distributed in any way.

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• Interfere with or affect the Services, servers or networks related to the Axosnet Site; or violate any requirement, process, policies or regulations related to the networks, the ACS Site and the ACS.

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• Infringe any applicable law, state, national or international.

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• Collect or store personal information of other Users.

 

6. Data Security and Protection

Axosnet will use all necessary measures approved by the industry to keep the Organization's information protected, as well as the personal data to which it may have access.

The Organization can consult the Axosnet Security Guide and the Axosnet Privacy Guide within the ACS Site. These documents will be constantly updated in accordance with the best practices of Axosnet and the Industry, such as ISO27001 for example.

 

7. Term and Termination

a) Term. The term of these Terms of Use will begin at the time of registration or first use of the Service, and will remain in effect in accordance with the MSA or until the ACS Site is no longer used. Axosnet reserves the right to terminate the right to continue using the Services at any time for just cause, by written notification (which may be by email). You accept that these Terms of Use will automatically cease to apply the moment the Account is canceled, whether or not the User has been notified. If the Organization has registered for a free trial and a subscription was not contracted and paid for, the Account will be canceled and these Terms of Use will govern said trial period.

b) Effect of Termination. Upon termination, all authorizations and rights granted to You will terminate immediately, including the right to access any ACS. Termination shall not be construed as a waiver or release of any claim that a party may have and the provisions of these Terms of Use will be applicable until the claim is resolved.

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8. Contact

Axosnet makes an online help service http://support.axosnet.com available to Organizations and Users so that they can contact Axosnet through it in case of doubts related to the Content or the ACS.

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9. Third-Party Access to the Organization's Information

The ACS Site may allow the Super Administrator User and/or Administrator User of the Organization to grant limited access to external third-party users of the Organization's Account to view certain information and documents stored by the Organization itself (the “Document Management” functionality).

The enablement, configuration, administration, modification, and revocation of the accesses granted through the Document Management Functionality will be the exclusive responsibility of the Super Administrator User and/or Administrator User and, therefore, of the Organization itself. In particular, the Super Administrator User and/or Administrator User will be responsible for determining the authorized users, the scope of the permissions, the validity of the access, and any other applicable restrictions for the Document Management Functionality.

The permissions and access levels available to third parties will be subject to the characteristics, restrictions, and properties defined by the owner of the information at the time of uploading or managing it in ACS. ACS will only execute the configurations and authorizations established by the Super Administrator and/or Administrator User of the Organization, without intervening in the selection, validation, or supervision of said authorizations.

The activation or use of this Functionality constitutes the express acceptance by the Organization of the inherent risks of exchanging information with third parties. The Organization acknowledges and accepts that any access, consultation, copying, reproduction, extraction, disclosure, distribution, or use of the information carried out by authorized users or by third parties who obtain access through the credentials, permissions, or configurations established by the Organization itself will be its exclusive responsibility.

ACS acts solely as a provider of technological infrastructure for the storage and sharing of information and assumes no obligation to monitor, verify, control, or audit the legitimacy of the access granted by the Organization or the use that authorized users make of the shared information.

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To the maximum extent permitted by applicable legislation, Axosnet, its affiliates, shareholders, directors, employees, suppliers, and licensees will not be responsible for losses, damages, claims, procedures, penalties, costs or expenses of any nature derived from or related to: (i) the granting of access to third parties by the Organization; (ii) errors in configuring permissions or restrictions; (iii) unauthorized access caused by the use, loss, compromise or disclosure of credentials by the Organization or its users; (iv) the misuse, disclosure, reproduction, distribution or exploitation of the information by authorized users or third parties; or (v) any conflict, claim or controversy between the Organization and the users to whom access has been granted.

The Organization and the Users undertake to hold harmless, defend, and indemnify Axosnet, its affiliates, shareholders, directors, employees, and suppliers against any claim, action, procedure, damage, loss, fine, penalty, cost, or expense, including reasonable attorney fees, arising directly or indirectly from the access granted by the Organization to the content stored or shared by it, or the use that third parties make of the information to which they have been granted access.

The guides for the use of this Document Management functionality can be found at the link http://help.axosnet.com must be followed, and in the case of Organizations with a subscription, they may request support through the Service Desk.

Each Account will have a free storage capacity of up to two hundred fifty megabytes (250 MB). Any requirement for additional capacity must be managed through the assigned commercial executive and may be subject to commercial conditions, technical limits, and additional charges determined in ACS.

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10. Responsibility for Content and External Links

AXOSNET IS ONLY RESPONSIBLE FOR THE CONTENT PUBLISHED ON THE ACS SITE OR IN AN ACS, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. THE USE OF YOUR CONTENT WILL BE AT THE USER'S OWN RISK. Any content, advertising published or privately transmitted, is the exclusive responsibility of the person or entity providing the Content. Axosnet does not guarantee or represent the accuracy, reliability, integrity, usefulness, non-infringement of intellectual property rights or the quality of any Content provided by third parties on the ACS Site. Axosnet may remove any Content published on the ACS Site, at its sole discretion, but if You believe that the material whose rights You own is being infringed on any ACS Site, You must notify it through the online help service indicated in section 8 of these Terms of Use. The ACS Site may contain links to external sites. Axosnet will not be responsible for the content on any of those sites, or any changes, modifications, or updates to them. Additionally, Axosnet will not be responsible directly or indirectly for any damage or loss caused or allegedly caused by the connection between You and any of those external websites. Axosnet does not control or review external websites or the information shared between the User and the external sites.

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11. Indemnity

You agree to indemnify and hold harmless Axosnet, its affiliates, subsidiaries, officers, agents, partners, employees, and licensors from any claim or demand, including reasonable attorney fees, made by a third party arising out of the User Content or use of the ACS Site, breach of this Agreement, any additional legal term, the Axosnet Privacy Policy, unauthorized use of any Axosnet IP or the alleged violation of any other right of a third party.

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12. Limitation of Liability

Axosnet will not be responsible in any way for the Content published by the User or linked from an ACS Site, including, but not limited to, any error or omission in the Content, or for losses or damages of any kind incurred as a result of the use of or reliance on any Content or other material accessed on any ACS Site and made available by a third party.

TO THE EXTENT PERMITTED BY APPLICABLE LAW, AXOSNET AND ITS AFFILIATES, SUBSIDIARIES, OFFICERS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS ARE NOT LIABLE TO ANY USER FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, REVENUE, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF AXOSNET HAS BEEN NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES), WHETHER IN CONTRACT, OR OTHERWISE, ARISING FROM OR RESULTING FROM:

i) THE USE OR LACK OF ABILITY TO USE THE ACS SITE OR ANY ACS; (ii) THE COST OF ACQUIRING SUBSTITUTE GOODS AND SERVICES DERIVING FROM YOUR USE OR LACK OF ABILITY TO USE ANY AXOSNET SOFTWARE OR SERVICES PURCHASED OR OBTAINED DURING TRANSACTIONS CARRIED OUT ON THE ACS SITE; (iii) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (iv) STATEMENTS, MESSAGES OR CONDUCT OF THIRD PARTIES ON THE ACS SITE; OR (v) ANY OTHER MATTER RELATED TO THE ACS SITE OR AXOSNET MATERIALS. CONTRARY TO WHAT IS ESTABLISHED HEREIN, THESE LIMITATIONS WILL NOT APPLY IN CASE OF INTENSE OR GROSS NEGLIGENCE BY AXOSNET AND IN CASE OF AXOSNET'S STATUTORY LIABILITY FOR PERSONAL INJURY AND DEFECTIVE PRODUCTS. IN ALL OTHER CASES, NEITHER AXOSNET NOR ITS AFFILIATES, SUBSIDIARIES, EMPLOYEES, AGENTS AND SUBCONTRACTORS WILL BE LIABLE FOR ANY TYPE OF SUBSEQUENT DAMAGES OR CLAIMS.

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13. Waiver and Nullity

The failure of Axosnet to exercise or enforce any right or provision of the User Terms of Use will not constitute a waiver of such right or provision. To the extent that any provision of these User Terms of Use is considered invalid or unenforceable, said provision will be modified in such a way that these User Terms of Use are modified, are legal and enforceable according to applicable laws and the rest of the provisions of these User Terms of Use will not be affected by it.

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14. Entire Agreement

The MSA and the User Terms of Use represent the Entire Agreement between the Parties with respect to its regulation and replaces all previous agreements, understandings or arrangements (both oral and written) related to its subject.

Reviewed and published as of June 30, 2026.