Terms of Service

These Terms of Service ("Terms") govern access to and use of the Axon platform and related services (the "Services"). The Services are provided by Axon Solutions Inc., a Delaware corporation ("Axon", "we", "us"). By creating an account, signing an order form or using the Services, the business you represent ("Customer", "you") agrees to these Terms.

The Services are for business use only. If you sign an order form or quote with Axon, that document controls where it conflicts with these Terms.

When Axon processes personal data on your behalf, our Data Processing Agreement ("DPA") forms part of these Terms. If the DPA conflicts with these Terms, the DPA controls. The DPA is available on request.

Axon is an AI sales intelligence and CRM hygiene platform. The Services find prospects that match the ideal customer profiles you define and score companies and contacts. They also flag gaps, inaccuracies and duplicates in your CRM and suggest fixes.

Your account. You are responsible for keeping your login credentials secure and for all activity under your account. Tell us promptly if you suspect unauthorized access.

Connected tools. You may connect your CRM and third-party business data providers to the Services. You do this with your own credentials, under your own contracts with those vendors, and you are responsible for following their terms. Those vendors are yours, not Axon's subprocessors.

Changes to your CRM. Axon writes changes back to your CRM only after you approve them.

Changes to the Services. We may update the Services over time. We will not materially reduce core functionality you have paid for during a paid term.

Fees, credit amounts and billing terms are set out in your order form or quote. Payment is due as stated there. If it does not say, payment is due on receipt of the invoice.

Credits. Credits are used as described in your order form. Unused credits expire at the end of your subscription term, whether monthly or annual. They do not roll over and are not refundable.

Taxes. Fees do not include taxes. You are responsible for any sales, use or similar taxes, other than taxes on Axon's income.

Late payment. If an invoice is more than 30 days overdue, we may suspend the Services after giving you notice.

You own your data. "Customer Data" is the information you or your connected tools make available to the Services. That includes your CRM records and the scores and recommendations generated for you. You grant Axon permission to process Customer Data to provide and support the Services for you, and as these Terms and the DPA allow.

What we don't do. We do not use it to train AI models, except where needed to provide, maintain, secure or improve the quality and accuracy of the Services for you or as the DPA allows. We do not combine it with personal data from other sources except where needed to provide the Services for you. We contractually require our subprocessors, including AI model providers, not to train their own models on it without your written permission.

Aggregated data. We may create, use and share de-identified or aggregated data that cannot identify you or any person, including to operate, secure and improve the Services and our other products. We will never identify you as its source without your written consent.

Your responsibilities. You are responsible for having the notices and consents needed for Axon to process your data. You are also responsible for securing your login credentials and keeping your own backups of your data. Do not submit restricted data to the Services unless we agree in writing. This includes government ID numbers, health, medical or health insurance information, payment card data, financial account credentials, tax return data, biometric data and data about children under 16. The full list is in the DPA.

Security. We maintain the security measures described in the DPA and hold a SOC 2 Type II report, available on request under NDA. We will notify you without undue delay if a security incident affects your personal data.

When you leave. You may ask us to return or delete your data within 30 days after the Services end. After that window closes, we delete or anonymize it within a reasonable time, except where the law permits or requires us to keep it.

You agree not to:

• use the Services in violation of law, including privacy and anti-spam laws, or in breach of your agreements with connected vendors
• use outputs to make decisions about a person's employment, credit, housing, insurance, education or healthcare
• copy, resell or reverse engineer the Services, or use them to build a competing product
• interfere with the security or operation of the Services, or access them by means other than those we provide

We may suspend access that breaks these rules or puts the Services or other customers at risk. Where we can, we will tell you first and give you a chance to fix it.

Axon's IP. Axon owns the Services, including its software, methods and improvements. As between the parties, you own the specific outputs generated for you, which are Customer Data. This does not give you any rights in the software, models, scoring methods or improvements used to produce them. These Terms give you a right to use the Services during your subscription, and do not transfer ownership of the Services or any part of them. If you send us feedback, we may use it freely.

Confidentiality. Each party will protect the other's non-public business, technical and financial information with at least reasonable care. Each will use that information only for this relationship. Information that is public, already known, independently developed or approved for release is not confidential. This obligation lasts three years from disclosure.

AI outputs. Scores, matches and suggested fixes are recommendations generated partly by AI and partly from third-party data. They can be incomplete or wrong. Review them before you act on them.

Disclaimer. Except as expressly stated in these Terms, the Services are provided "as is". Axon makes no other warranties, express or implied, including merchantability, fitness for a particular purpose and non-infringement. We do not warrant the accuracy of data from third-party providers.

Limitation of liability. Neither party is liable for indirect, incidental, special or consequential damages, or for lost profits or revenue. Each party's total liability under these Terms is capped at the fees you paid Axon in the 12 months before the claim. This cap does not apply to: (a) your obligation to pay fees; (b) either party's breach of its confidentiality obligations, other than a breach involving personal data, which is governed by (d) below; (c) either party's gross negligence, willful misconduct or fraud; or (d) Axon's breach of the DPA or of its obligations relating to the security of personal data, for which each party's total liability is capped at 2x the fees you paid Axon in the 12 months before the claim.

Term. These Terms apply for as long as you have an account or an active order form.

Termination. Either party may end these Terms if the other materially breaches them and does not cure the breach within 30 days of written notice. You may also end these Terms if you object to a new Axon subprocessor and we cannot resolve your objection, as the DPA describes. You may not cancel for convenience during a paid term, and prepaid fees and credits are not refunded if you stop using the Services early.

After termination. Your access ends and any unpaid fees become due. Your data is handled as described in Section 4. Sections 3, 4, 6, 7 and 8 continue to apply after termination.

Changes to these Terms. We may update these Terms by posting a new version on this page with a new "Last updated" date. For material changes, we will also email your account contact. Continuing to use the Services after a change takes effect means you accept it. Changes to the DPA follow the process set out in the DPA.

Governing law. California law governs these Terms, without regard to conflict-of-law rules. Any dispute will be decided in the state or federal courts in Los Angeles County, California, and both parties agree to those courts' jurisdiction.

Everything else. These Terms, your order forms and the DPA are the entire agreement between us on this subject. Neither party may assign these Terms without the other's consent, except as part of a merger or sale of its business. If a provision is unenforceable, the rest still applies.

Contact. Axon Solutions Inc., 945 E Grand Ave, Apt 1, El Segundo, CA 90245. Email: taylor@axonsolutions.co