Terms and Conditions
Axis Referral, a technology company, aims to enhance people’s decision-making abilities by combining machine and human intelligence. Our company provides unique AI technology products, protected by patents, that enable scalable text conversations with consumers. These products utilize natural language understanding, data, and personalization to engage consumers in the purchase process before they interact with a salesperson.
In these Terms of Use, we refer to Axis Referral as “we,” “us,” “our,” or “Axis Referral,” while the terms “you,” “your,” or “user” refer to individuals using the Axis Referral services. The Axis Referral services encompass phone-based and text-based services (referred to as the “Axis Referral mobile services”), as well as website and web app-based services (referred to as the “Axis Referral web app”). Additionally, our services include various websites, applications, web applications, text messages, email notifications, and other mediums or parts thereof provided by Axis Referral.
We reserve the right to modify these Terms of Use at any time and without specific notice to users. The updated Terms of Use become effective immediately upon posting on the Axis Referral website, and it is your responsibility to periodically review the updated terms.
By using the Axis Referral services, you agree to be bound by these Terms of Use. If you are using the services on behalf of an organization, you agree to these Terms of Use on behalf of that organization, representing that you have the authority to bind the organization to these terms. If the organization has a separate agreement with Axis Referral governing the use of the services, that agreement will prevail.
By accessing and using the Axis Referral services, whether as an individual or on behalf of an organization, you acknowledge that these Terms of Use are supported by reasonable and valuable consideration. This includes your ability to use, submit information to, or receive information from the Axis Referral services. Furthermore, you confirm that you have the legal capacity to be bound by these agreements, and if you are acting on behalf of an entity, you have the authority to bind that entity to these agreements.
By utilizing the Axis Referral services, you acknowledge and consent to the possibility of receiving phone calls and text messages from Axis Referral, its affiliates, and its partners. You grant Axis Referral and its Service Providers permission to contact you via phone or text message using the wireless phone number you provide or any future phone number you may provide. Please note that message and data rates may apply, and you agree that you may receive automated text messages or calls from an automated telephone dialing system, even if your phone number is registered on a Do-Not-Call registry. Your consent to receive text messages and calls is not a prerequisite for using the Axis Referral services. If you prefer not to receive such calls or text messages, it is advisable not to use the Axis Referral services or provide your contact information to Axis Referral.
You agree to indemnify Axis Referral’s Service Providers for any claims, expenses, and damages that may arise due to your failure to inform them of any changes to your wireless phone number, including claims arising under the Telephone Consumer Protection Act (TCPA). Promptly notifying the Service Providers about any phone number changes is your responsibility. While you can revoke your consent to receive calls by requesting placement on an internal Do Not Call list and stop text messages by responding with STOP, please be aware that this authorization cannot be revoked to the extent that action has already been taken in reliance on it.
In the event of a dispute between you and Axis Referral, both parties agree to resolve the dispute through binding arbitration, waiving the right to have disputes decided by a judge or jury. You have the option to opt-out of this agreement to arbitrate. For further information, please refer to the Legal Disputes section below.
The Axis Referral services are intended for adults and are not directed towards minors. Axis Referral does not knowingly collect personally identifiable information from individuals under the age of 13, and you should refrain from providing any information regarding individuals under 13 years old. The Axis Referral services are exclusively intended for use by citizens and residents of the United States and Canada.
We strongly advise you to thoroughly review these Terms as they constitute a binding legal commitment once accepted through your use of the Axis Referral services. If you do not agree to these Terms, please refrain from using the Axis Referral services.
Axis Referral retains the right to modify the terms of service, and any updated terms will supersede previous versions. These revisions will take effect from the date indicated at the top of the revised terms, unless otherwise specified. In the event of significant changes to the terms of service, Axis Referral will notify you through the Axis Referral app, text message, or phone call. Non-material changes will be indicated by the effective date at the top of the terms of service page.
We recommend that you check the effective date of the terms of service each time you visit the Axis Referral website or use the mobile app. Your continued use of the Axis Referral services implies your acceptance of any changes, whether they are substantial or not. If you do not agree to the modifications, it is advised to discontinue using the Axis Referral services.
To utilize the Axis Referral services, you will need to provide your mobile phone number and consent to receiving voice calls and/or text messages, including those sent through automated calling technology, even if your number is listed on a Do-Not-Call registry. Additionally, Axis Referral may request other personal information, such as your email address or physical address. It is your responsibility to provide accurate and complete information during the user onboarding process and keep it up to date.
Your right to access and use the Axis Referral services is personal and non-transferable to any other individual or entity. You may only use the Axis Referral services for lawful purposes and in compliance with these Terms and the Privacy Policy.
You are solely accountable for any use of the Axis Referral services associated with your mobile phone number, including the accuracy and integrity of your User Data. Furthermore, you are responsible for the actions or omissions of individuals who have access to or use your mobile phone number, including end-users. You agree to take reasonable measures to prevent unauthorized access or use of the Axis Referral services and promptly notify Axis Referral of any unauthorized access or use. Axis Referral will not be held liable for any loss or damage arising from unauthorized use of the Axis Referral services via your mobile phone number. Additionally, you agree not to allow any individual under the age of 18 to use the Axis Referral services through your mobile phone number.
Axis Referral cannot guarantee the continuous availability of its services. While Axis Referral will make efforts to ensure the services are available, there are no guarantees of their availability at any specific time.
By using Axis Referral services, you must agree to abide by these terms of service. You are only permitted to use the services in accordance with these terms and only as necessary for your activities under these terms. Any violation of our terms and privacy policy, actions that restrict or hinder access, use, or enjoyment of the services, or any actions that defame, abuse, harass, offend, or threaten through the use of the services are strictly prohibited. Such actions may result in the revocation of your right to access and use the services. Modifying, scraping, embedding, or framing the services without prior written permission is also prohibited.
Axis Referral retains the right to cease providing services to any user, group of users, or all users at its sole discretion, without prior notice.
Through the Axis Referral services, you may have the opportunity to connect with third-party service providers. However, it should be noted that Axis Referral does not endorse any third-party service providers. It is your responsibility to thoroughly investigate and assess any third-party service providers you choose to engage with. Axis Referral is not responsible for the actions or services provided by any service provider.
Axis Referral is not responsible or liable for any content, service provider content, promotions, data, advertising, products, goods, or services offered or not offered by any service provider, including legal, healthcare, and wellness providers. Your use or reliance on such content, service provider content, promotions, data, advertising, products, goods, or services is solely at your own risk. Axis Referral is not directly or indirectly responsible or liable for any damages or losses incurred or alleged to be incurred in connection with such use or reliance. Your interactions and transactions with service providers, including any associated terms, conditions, representations, or warranties, are solely between you and the service provider. These interactions do not involve Axis Referral. Prior to engaging or hiring any service provider, it is advisable to conduct your own investigations and assessments using appropriate resources.
By using Axis Referral, you acknowledge that Axis Referral is not accountable for the accessibility or unavailability of any service provider, as well as for any interactions or dealings you have with them. You waive the right to bring any claim against Axis Referral related to such interactions or dealings and release Axis Referral from any and all liability associated with them. Axis Referral reserves the right to exclude service providers from appearing in search results on its website if they fail to meet Axis Referral’s specific standards regarding service provider conduct and performance. Additionally, Axis Referral may, at its sole discretion, conduct criminal and/or financial background checks on certain service providers, but this does not waive any disclaimers or limitations of liability stated by Axis Referral.
PROVIDERS RELATED TO HEALTH
The information and materials provided on the Axis Referral website (referred to as “Website Content”), including text, graphics, images, and information obtained from Axis Referral or other sources, are strictly intended for informational purposes. They should not be considered a substitute for professional medical advice, diagnosis, or treatment. It is always advisable for users of the website to seek guidance from a qualified healthcare professional for any concerns or queries they may have regarding a medical condition. Users should never disregard professional medical advice or delay seeking it based on information they have read on the Axis Referral website.
In the event of a medical emergency, users should immediately contact their doctor or call 911. Axis Referral does not endorse or recommend any specific tests, physicians, products, procedures, opinions, or other information mentioned on the website. Axis Referral is not a provider of health or wellness services and cannot provide recommendations or referrals to such providers. Any reliance on the information provided by Axis Referral, its employees, individuals invited by Axis Referral to contribute to the website, or other visitors to the website is solely at the user’s own risk.
Users should also be aware that the website may contain sexually explicit health-related materials. If users find such materials offensive, they may choose not to use the website.
Users who post any health-related information about themselves or others on the website do so at their own risk. If users post website content regarding services provided to another individual, they represent that they have the legal authority to receive health information about that individual related to the website content from their healthcare providers and to further disclose such health information. Users should be aware that any health-related information they post will become publicly available and will not be protected by federal or state laws that safeguard the privacy of health information. Users also acknowledge that the healthcare or wellness provider to whom they submit content may respond with service provider content that includes their private or confidential health information in response to the submitted content. Axis Referral is not liable for any such service provider content.
Through the Axis Referral services, users have the opportunity to connect with various third-party service providers, including real estate brokers, real estate information services, and other companies operating within the network. It should be noted that Axis Referral neither endorses nor recommends the products or services of any service provider, nor does it act as an agent or advisor to users or service providers. Axis Referral does not verify or investigate the licensing, certification, or other qualifications of service providers. It is the user’s responsibility to conduct their own research and evaluation of service providers before engaging with them. Users acknowledge and agree that service providers are solely responsible for the services they offer, and Axis Referral cannot be held liable for any losses, costs, damages, or claims arising from the user’s use of a service provider’s products or services. Users are strongly advised to seek advice from financial advisors or other qualified professionals who are knowledgeable about their specific circumstances before making any financial decisions. Users acknowledge and agree that they rely on their own judgment and the guidance of such advisors when selecting products or services provided by service providers.
Axis Referral does not provide lending or other financial services and does not serve as a direct agent of any lending institution or service provider. Instead, Axis Referral may connect users with service providers based on the information they provide. Axis Referral does not make credit decisions or issue real estate or financial products. Users are not charged a fee by Axis Referral for its services, although service providers may pay fees to be matched with users.
By using Axis Referral’s services, users release Axis Referral from any liability for losses, costs, damages, or claims arising from the use of a service provider’s products or services, including any fees charged by the service provider.
If users transmit, submit, or post information to Axis Referral’s services that is not federally trademarked or copyrighted, they grant Axis Referral and its assigns a worldwide, fully-paid, royalty-free, exclusive right and license to use, copy, format, adapt, publish, and/or incorporate such information in any media, including the content. In the case of federally trademarked or copyrighted information, users grant Axis Referral and its assigns the worldwide, fully-paid, royalty-free right to use, copy, format, adapt, publish, and/or incorporate such information in any media, including Axis Referral content.
You are not allowed to transmit, submit, or post any information that violates Axis Referral’s or any third party’s copyright, patent, trademark, trade secret, or other proprietary rights, violates any laws or regulations, is defamatory, obscene, explicit, vulgar, or harmful to Axis Referral or third parties, contains viruses or malicious code that can harm or steal personal information, contains spam, is false or misleading, or constitutes a commercial advertisement or solicitation without Axis Referral’s written consent.
Axis Referral reserves the right to edit, reject, or remove any transmissions, submissions, or postings that do not comply with these terms. You are solely responsible for all the information you transmit, submit, or post.
The use of your data by Axis Referral is governed by the Privacy Policy, which explains how your user data is collected, stored, and used by Axis Referral. By using Axis Referral’s services, you acknowledge and agree to the Privacy Policy. If you do not agree with the Privacy Policy, please discontinue using Axis Referral’s services immediately. Axis Referral may use or disclose your data for necessary purposes, such as providing services, addressing technical issues, protecting Axis Referral or other users, responding to emergencies, or complying with the law.
You have authorized us to utilize and disclose user data as necessary for various purposes related to the provision of Axis Referral’s services, subject to the Privacy Policy and these terms of service. These purposes include, but are not limited to, providing services, detecting and preventing security incidents, fraud, or unauthorized use of Axis Referral’s services, responding to technical issues and user inquiries, ensuring the proper functioning of our services, protecting ourselves and our customers from harm or illegal activities, responding to emergencies that require the disclosure of user data, and complying with applicable laws, regulations, legal processes, or government requests.
The term “Law” refers to any legal statute, ordinance, regulation, rule, judgment, or order issued by a government, court, or competent jurisdiction. This includes data protection and privacy laws, laws related to user consent or notice, federal and state laws related to recording or monitoring communications, anti-spam laws and regulations, and any other applicable state, federal, or international laws and regulations.
By using our services, you agree to certain restrictions and requirements. You agree not to transfer, resell, lease, license, or make our services available to third parties. You also agree to use our services in compliance with all applicable laws and third-party rights, as well as these terms of service. You must ensure that we have the right to use your user data as needed to provide our services. Additionally, you agree not to use our services in any way that violates any applicable laws, and you will not reverse engineer any software we provide, except as permitted by applicable law.
While using our services, we may present you with opportunities from our network of service/lead partners, and we may receive compensation for leads generated to them. Any products or services you purchase from these partners are not Axis Referral products or services, but are offered by third parties. If you accept a lead to one of our service/lead partners, you give us permission to provide that partner with your information so they can offer you their products or services. If you choose to engage with a service/lead partner, you will be required to accept the partner’s terms of service as part of the lead process, and the partner will be solely responsible for their products and services.
If you accept a Lead to one of our Service/Lead Partners, you acknowledge that any products or services offered by the Service/Lead Partner are directly purchased from them, and Axis Referral is not involved in any agreement between you and the Service/Lead Partner regarding those products and services. Axis Referral holds no responsibility for the Service/Lead Partner’s products or services, the content included in them, or any claims that you or any other party may have regarding the Service/Lead Partner’s products and services.
By accepting a Lead to one of our Service/Lead Partners, you give us permission to share your User Data with the Service/Lead Partner so that they can offer their products or services to you.
Ownership and Confidentiality are significant to us, and we respect your Confidential Information. If you provide us with feedback, we may use it, but we have no obligation or liability to compensate you for it.
Both parties agree not to disclose any Confidential Information to anyone else without the prior written consent of the other party, except as permitted by these Terms. We may use and disclose your Confidential Information as necessary to provide the Axis Referral services, including making Leads to our Service/Lead Partners. The receiving party must exercise due care in protecting the Confidential Information of the disclosing party from unauthorized use and disclosure. If compelled by applicable Law to disclose Confidential Information, the receiving party will notify the disclosing party and cooperate with them to protect against any such disclosure.
We offer the Axis Referral services “as is” and make no representations or warranties regarding the Axis Referral services.
The term “Confidential Information” refers to any information or data, regardless of its form, that is disclosed by either party and marked or otherwise designated as confidential or proprietary, or that should reasonably be understood to be confidential given the nature of the information and the circumstances surrounding its disclosure. Confidential Information excludes any information that is publicly available through no fault of the receiving party, properly known to the receiving party prior to disclosure, properly disclosed to the receiving party by another person without violating the disclosing party’s rights, or independently developed by the receiving party without using or referencing the Confidential Information of the disclosing party.
Both parties acknowledge that no adequate legal remedy may be available for an actual or threatened breach of this provision. In the event of an actual or threatened breach, the non-breaching party may seek immediate injunctive and other equitable relief, without waiving any other rights or remedies available to them.
Each party will promptly notify the other in writing if they become aware of any violations of the confidentiality obligations stated in this provision.
The following is a legal disclaimer and limitation of liability for Axis Referral services:
Axis Referral explicitly disclaims all warranties, whether express or implied, including but not limited to warranties of merchantability, non-infringement, and fitness for a particular purpose. This disclaimer also applies to warranties related to third-party equipment, material, services, or software. Axis Referral services are provided “as is” to the fullest extent permitted by law. If this disclaimer conflicts with applicable law, the scope and duration of any applicable warranty will be the minimum permitted under such law.
Indemnification: Axis Referral will not be responsible for any expenses, damages, costs, etc. arising from any claim made by you in connection with your use of our services. You agree to indemnify Axis Referral against all claims relating to your use of the Axis Referral services.
Axis Referral shall not be liable or obligated in relation to any claims, demands, actions, suits, or discovery demands, including third-party subpoenas, government investigations, or enforcement actions (“Claims”), and any damages, liabilities, losses, settlements, judgments, costs, and expenses (including reasonable attorney’s fees and costs) (“Losses”) arising from your use of the Axis Referral services.
You will defend, indemnify, and hold Axis Referral, its officers, directors, employees, members, shareholders, and affiliates (“Axis Referral Indemnified Parties”) harmless from all Claims brought or threatened by a third party against any Axis Referral Indemnified Party and any Losses related to such Claims, alleging or arising from your breach of these Terms or your use of the Axis Referral services.
As a condition of your indemnification obligations: (a) Axis Referral will promptly notify you of any Claim; however, the failure to provide such notice shall not release you from your obligations unless you are actually and materially prejudiced by the failure; (b) you will have the sole and exclusive authority to defend or settle any such Claim (subject to obtaining Axis Referral’s consent for any act or forbearance required by Axis Referral, which consent will not be unreasonably withheld); and (c) Axis Referral will reasonably cooperate with you in your activities under these Terms, at your expense. You reserve the right, at your own expense, to participate in the defense of a Claim. You will be responsible for paying all Losses related to a Claim after receiving notice of the Claim. Notwithstanding anything to the contrary, you will not settle any Claims for which you have an indemnification obligation by admitting liability or fault on behalf of Axis Referral or creating any obligation on behalf of Axis Referral without Axis Referral’s prior written consent.
Limitation of Liability:
INDIRECT DAMAGES: Neither party shall be held responsible for any indirect, special, incidental, consequential, or punitive damages of any kind, including but not limited to damages for loss of reputation, lost profits, lost sales or business, work interruption, computer failure or malfunction, lost data, or any other damages or losses, even if one party was advised, knew, or should have known of the possibility of such damages. This section does not limit (a) your liability for breaching the Restrictions and Requirements section above; (b) either party’s liability for breaching the Confidentiality section above; or (c) either party’s indemnification obligations under these Terms.
DIRECT DAMAGES: Neither party shall be held liable to the other party for any direct damages, costs, or liabilities exceeding the amounts paid or payable by you during the twelve (12) months preceding the incident or claim, whether in tort, contract, or otherwise. This section does not limit (a) your liability arising from the breach of Section 5 (Restrictions and Requirements) or Section 10 (Fees, Payment Terms, and Taxes); or (b) either party’s liability arising from the breach of Section 11.4 (Confidentiality); or (c) either party’s indemnification obligations under these Terms. The provisions of this section 14 allocate the risks between the parties, and the parties have relied on these limitations in deciding whether to enter into these Terms.
Term; Suspension: These Terms will take effect on the day you either click “I Accept” or begin using the Axis Referral services. These Terms, including any updates, will remain in effect until terminated as described below (“Term”).
We reserve the right to immediately suspend the Axis Referral services upon notice for cause if: (a) you violate (or give us reason to believe you have violated) these Terms; (b) there is reason to believe that the traffic generated from your use of the Axis Referral services or your use of the Axis Referral services is fraudulent or negatively impacting the functionality of the Axis Referral services; or (c) we determine, at our sole discretion, that providing the Axis Referral services is prohibited by applicable law, or it has become impractical or infeasible for any legal or regulatory reason to continue providing the Axis Referral services. If we suspend the Axis Referral services, we will make a reasonable effort to notify you before the suspension to the extent feasible.
Compliance with Laws: Both you and Axis Referral will comply with the relevant laws applicable to our respective activities under these Terms.
No Waiver: Our failure to enforce any provision of these Terms at any time does not waive our right to enforce it later. Furthermore, if we expressly waive any provision of these Terms, it does not mean that the waiver applies indefinitely in the future. Any waiver must be in writing and signed by both you and us to be legally binding.
Assignment: You are prohibited from assigning or transferring these Terms, either in whole or in part, without our prior written consent. Any attempt by you to assign, delegate, or transfer these Terms will be considered null and void. However, subject to the provisions of this Assignment section, these Terms will be binding on both you and Axis Referral, as well as on our respective successors and assigns.
Unenforceability: If any provision of these Terms is determined to be unenforceable by a court or tribunal with competent jurisdiction, that provision will be limited or removed to the minimum extent necessary to make it enforceable. The remainder of these Terms will remain in full force and effect.
Notices: All notices required or permitted under these Terms must be provided in writing to the receiving party through personal delivery, certified mail (with a return receipt requested), overnight delivery by a nationally recognized carrier, or email (with confirmation of receipt). If notices are sent to Axis Referral, a copy must also be sent to [email protected], Attn: General Counsel.
Entire Agreement: These Terms, together with any attached documents, supersede all prior proposals, statements, marketing materials, presentations, and agreements (whether oral or written). No information or advice provided by Axis Referral, its Members, or employees (whether oral or written) will expand the warranties stated in these Terms. Any purchase order document or similar document provided by you will only serve as evidence of your internal business processes, and any terms and conditions contained therein will be void and have no effect on these Terms between you and Axis Referral, even if signed by Axis Referral after you accept these Terms.
Force Majeure: No failure, delay, or default in the performance of any obligation under these Terms will be considered a default or breach of these Terms to the extent that it arises from causes beyond the control and without negligence of the affected party. Such causes may include actions or inactions by governmental, civil, or military authorities, fire, strike, lockout, labor disputes, flood, terrorism, war, riot, theft, earthquake, and other natural disasters. The party affected by such causes will take all reasonable actions to minimize the consequences.
Governing Law and Venue: The enforceability and interpretation of the Agreement to Arbitrate section will be determined by the Federal Arbitration Act, including its procedural provisions. Apart from the arbitration provision, these Terms will be governed and construed in accordance with the laws of the State of Illinois, without regard to conflicts of laws principles that might apply the laws of another jurisdiction. These Terms will not be governed by the United Nations Convention on Contracts for the International Sale of Goods. Any legal suit, action, or proceeding arising from or related to these Terms or the Axis Referral services will be brought in either the state or federal courts of Illinois, and both parties consent to the personal jurisdiction of these courts, except as provided in the Arbitration section.
Agreement to Resolve Disputes through Arbitration
In an effort to resolve disputes amicably, customers are encouraged to first contact Axis Referral’s Customer Support before pursuing a formal legal case. However, if the dispute remains unresolved, both the customer and their affiliates, on one side, and Axis Referral and its affiliates, on the other side, agree to resolve any dispute related to the Terms or the Axis Referral services through binding arbitration. The arbitration will take place in Chicago, Illinois, or at a mutually agreed location.
This agreement covers all claims under any legal theory, unless the claim falls within the Exceptions to Agreement to Arbitrate. It remains in effect even after the customer has stopped using the Axis Referral services. Any dispute concerning the enforceability or applicability of this Agreement to Arbitrate will be determined by the arbitrator.
By agreeing to this Agreement to Arbitrate, both parties waive their right to have a judge or jury resolve any controversy or claim arising from or relating to these Terms or the Axis Referral services.
Exceptions to this agreement to arbitrate include disputes related to intellectual property, such as trademarks, trade dress, domain names, trade secrets, copyrights, or patents of either party or their affiliates. If either party brings a claim in court that should be arbitrated or refuses to arbitrate a claim that should be arbitrated, the other party can ask the court to compel arbitration to resolve the claim. Either party can also request a court to stay a court proceeding while an arbitration proceeding is ongoing.
Prior to initiating arbitration, both parties must attempt to resolve the dispute through mediation conducted by the American Arbitration Association (AAA). If mediation is unsuccessful, either party may initiate an arbitration proceeding with AAA. The arbitration will be conducted in accordance with AAA’s Commercial Arbitration Rules and will be presided over by a single arbitrator appointed in accordance with the Rules. Each party will have the right to obtain non-privileged relevant documents in the possession or control of the other party and to conduct a reasonable number of depositions. In case of any conflict, the arbitrator will be bound by the Rules and the language of this Agreement to Arbitrate section.
This Agreement to Arbitrate section does not modify the statute of limitations applicable to any claims or counterclaims. The arbitrator’s decision will be based on the evidence admitted and the substantive law of the State of Illinois and the United States. The arbitrator will issue an award for each issue and counterclaim. The arbitrator’s decision will be final and binding, except as provided in the Federal Arbitration Act, and a judgment based on the arbitration award may be entered in any court with competent jurisdiction.
Both the customer and their affiliates, on one hand, and Axis Referral and its affiliates, on the other hand, agree that any claims or controversies between them must be brought on an individual basis. The arbitrator cannot consolidate multiple individuals’ or entities’ claims into a single case, nor can they preside over any consolidated, class, or representative proceeding unless both parties agree otherwise. If a court determines that the Class Action Waiver provision is unenforceable or invalid, the entire Agreement to Arbitrate section will be null and void, while the remaining Terms will still apply.
In these Terms of Use, we refer to Axis Referral as “we,” “us,” “our,” or “Axis Referral,” while the terms “you,” “your,” or “user” refer to individuals using the Axis Referral services. The Axis Referral services encompass phone-based and text-based services (referred to as the “Axis Referral mobile services”), as well as website and web app-based services (referred to as the “Axis Referral web app”). Additionally, our services include various websites, applications, web applications, text messages, email notifications, and other mediums or parts thereof provided by Axis Referral.
We reserve the right to modify these Terms of Use at any time and without specific notice to users. The updated Terms of Use become effective immediately upon posting on the Axis Referral website, and it is your responsibility to periodically review the updated terms.
By using the Axis Referral services, you agree to be bound by these Terms of Use. If you are using the services on behalf of an organization, you agree to these Terms of Use on behalf of that organization, representing that you have the authority to bind the organization to these terms. If the organization has a separate agreement with Axis Referral governing the use of the services, that agreement will prevail.
By accessing and using the Axis Referral services, whether as an individual or on behalf of an organization, you acknowledge that these Terms of Use are supported by reasonable and valuable consideration. This includes your ability to use, submit information to, or receive information from the Axis Referral services. Furthermore, you confirm that you have the legal capacity to be bound by these agreements, and if you are acting on behalf of an entity, you have the authority to bind that entity to these agreements.
By utilizing the Axis Referral services, you acknowledge and consent to the possibility of receiving phone calls and text messages from Axis Referral, its affiliates, and its partners. You grant Axis Referral and its Service Providers permission to contact you via phone or text message using the wireless phone number you provide or any future phone number you may provide. Please note that message and data rates may apply, and you agree that you may receive automated text messages or calls from an automated telephone dialing system, even if your phone number is registered on a Do-Not-Call registry. Your consent to receive text messages and calls is not a prerequisite for using the Axis Referral services. If you prefer not to receive such calls or text messages, it is advisable not to use the Axis Referral services or provide your contact information to Axis Referral.
You agree to indemnify Axis Referral’s Service Providers for any claims, expenses, and damages that may arise due to your failure to inform them of any changes to your wireless phone number, including claims arising under the Telephone Consumer Protection Act (TCPA). Promptly notifying the Service Providers about any phone number changes is your responsibility. While you can revoke your consent to receive calls by requesting placement on an internal Do Not Call list and stop text messages by responding with STOP, please be aware that this authorization cannot be revoked to the extent that action has already been taken in reliance on it.
In the event of a dispute between you and Axis Referral, both parties agree to resolve the dispute through binding arbitration, waiving the right to have disputes decided by a judge or jury. You have the option to opt-out of this agreement to arbitrate. For further information, please refer to the Legal Disputes section below.
The Axis Referral services are intended for adults and are not directed towards minors. Axis Referral does not knowingly collect personally identifiable information from individuals under the age of 13, and you should refrain from providing any information regarding individuals under 13 years old. The Axis Referral services are exclusively intended for use by citizens and residents of the United States and Canada.
We strongly advise you to thoroughly review these Terms as they constitute a binding legal commitment once accepted through your use of the Axis Referral services. If you do not agree to these Terms, please refrain from using the Axis Referral services.
Axis Referral retains the right to modify the terms of service, and any updated terms will supersede previous versions. These revisions will take effect from the date indicated at the top of the revised terms, unless otherwise specified. In the event of significant changes to the terms of service, Axis Referral will notify you through the Axis Referral app, text message, or phone call. Non-material changes will be indicated by the effective date at the top of the terms of service page.
We recommend that you check the effective date of the terms of service each time you visit the Axis Referral website or use the mobile app. Your continued use of the Axis Referral services implies your acceptance of any changes, whether they are substantial or not. If you do not agree to the modifications, it is advised to discontinue using the Axis Referral services.
To utilize the Axis Referral services, you will need to provide your mobile phone number and consent to receiving voice calls and/or text messages, including those sent through automated calling technology, even if your number is listed on a Do-Not-Call registry. Additionally, Axis Referral may request other personal information, such as your email address or physical address. It is your responsibility to provide accurate and complete information during the user onboarding process and keep it up to date.
Your right to access and use the Axis Referral services is personal and non-transferable to any other individual or entity. You may only use the Axis Referral services for lawful purposes and in compliance with these Terms and the Privacy Policy.
You are solely accountable for any use of the Axis Referral services associated with your mobile phone number, including the accuracy and integrity of your User Data. Furthermore, you are responsible for the actions or omissions of individuals who have access to or use your mobile phone number, including end-users. You agree to take reasonable measures to prevent unauthorized access or use of the Axis Referral services and promptly notify Axis Referral of any unauthorized access or use. Axis Referral will not be held liable for any loss or damage arising from unauthorized use of the Axis Referral services via your mobile phone number. Additionally, you agree not to allow any individual under the age of 18 to use the Axis Referral services through your mobile phone number.
Axis Referral cannot guarantee the continuous availability of its services. While Axis Referral will make efforts to ensure the services are available, there are no guarantees of their availability at any specific time.
By using Axis Referral services, you must agree to abide by these terms of service. You are only permitted to use the services in accordance with these terms and only as necessary for your activities under these terms. Any violation of our terms and privacy policy, actions that restrict or hinder access, use, or enjoyment of the services, or any actions that defame, abuse, harass, offend, or threaten through the use of the services are strictly prohibited. Such actions may result in the revocation of your right to access and use the services. Modifying, scraping, embedding, or framing the services without prior written permission is also prohibited.
Axis Referral retains the right to cease providing services to any user, group of users, or all users at its sole discretion, without prior notice.
Through the Axis Referral services, you may have the opportunity to connect with third-party service providers. However, it should be noted that Axis Referral does not endorse any third-party service providers. It is your responsibility to thoroughly investigate and assess any third-party service providers you choose to engage with. Axis Referral is not responsible for the actions or services provided by any service provider.
Axis Referral is not responsible or liable for any content, service provider content, promotions, data, advertising, products, goods, or services offered or not offered by any service provider, including legal, healthcare, and wellness providers. Your use or reliance on such content, service provider content, promotions, data, advertising, products, goods, or services is solely at your own risk. Axis Referral is not directly or indirectly responsible or liable for any damages or losses incurred or alleged to be incurred in connection with such use or reliance. Your interactions and transactions with service providers, including any associated terms, conditions, representations, or warranties, are solely between you and the service provider. These interactions do not involve Axis Referral. Prior to engaging or hiring any service provider, it is advisable to conduct your own investigations and assessments using appropriate resources.
By using Axis Referral, you acknowledge that Axis Referral is not accountable for the accessibility or unavailability of any service provider, as well as for any interactions or dealings you have with them. You waive the right to bring any claim against Axis Referral related to such interactions or dealings and release Axis Referral from any and all liability associated with them. Axis Referral reserves the right to exclude service providers from appearing in search results on its website if they fail to meet Axis Referral’s specific standards regarding service provider conduct and performance. Additionally, Axis Referral may, at its sole discretion, conduct criminal and/or financial background checks on certain service providers, but this does not waive any disclaimers or limitations of liability stated by Axis Referral.
PROVIDERS RELATED TO HEALTH
The information and materials provided on the Axis Referral website (referred to as “Website Content”), including text, graphics, images, and information obtained from Axis Referral or other sources, are strictly intended for informational purposes. They should not be considered a substitute for professional medical advice, diagnosis, or treatment. It is always advisable for users of the website to seek guidance from a qualified healthcare professional for any concerns or queries they may have regarding a medical condition. Users should never disregard professional medical advice or delay seeking it based on information they have read on the Axis Referral website.
In the event of a medical emergency, users should immediately contact their doctor or call 911. Axis Referral does not endorse or recommend any specific tests, physicians, products, procedures, opinions, or other information mentioned on the website. Axis Referral is not a provider of health or wellness services and cannot provide recommendations or referrals to such providers. Any reliance on the information provided by Axis Referral, its employees, individuals invited by Axis Referral to contribute to the website, or other visitors to the website is solely at the user’s own risk.
Users should also be aware that the website may contain sexually explicit health-related materials. If users find such materials offensive, they may choose not to use the website.
Users who post any health-related information about themselves or others on the website do so at their own risk. If users post website content regarding services provided to another individual, they represent that they have the legal authority to receive health information about that individual related to the website content from their healthcare providers and to further disclose such health information. Users should be aware that any health-related information they post will become publicly available and will not be protected by federal or state laws that safeguard the privacy of health information. Users also acknowledge that the healthcare or wellness provider to whom they submit content may respond with service provider content that includes their private or confidential health information in response to the submitted content. Axis Referral is not liable for any such service provider content.
Through the Axis Referral services, users have the opportunity to connect with various third-party service providers, including real estate brokers, real estate information services, and other companies operating within the network. It should be noted that Axis Referral neither endorses nor recommends the products or services of any service provider, nor does it act as an agent or advisor to users or service providers. Axis Referral does not verify or investigate the licensing, certification, or other qualifications of service providers. It is the user’s responsibility to conduct their own research and evaluation of service providers before engaging with them. Users acknowledge and agree that service providers are solely responsible for the services they offer, and Axis Referral cannot be held liable for any losses, costs, damages, or claims arising from the user’s use of a service provider’s products or services. Users are strongly advised to seek advice from financial advisors or other qualified professionals who are knowledgeable about their specific circumstances before making any financial decisions. Users acknowledge and agree that they rely on their own judgment and the guidance of such advisors when selecting products or services provided by service providers.
Axis Referral does not provide lending or other financial services and does not serve as a direct agent of any lending institution or service provider. Instead, Axis Referral may connect users with service providers based on the information they provide. Axis Referral does not make credit decisions or issue real estate or financial products. Users are not charged a fee by Axis Referral for its services, although service providers may pay fees to be matched with users.
By using Axis Referral’s services, users release Axis Referral from any liability for losses, costs, damages, or claims arising from the use of a service provider’s products or services, including any fees charged by the service provider.
If users transmit, submit, or post information to Axis Referral’s services that is not federally trademarked or copyrighted, they grant Axis Referral and its assigns a worldwide, fully-paid, royalty-free, exclusive right and license to use, copy, format, adapt, publish, and/or incorporate such information in any media, including the content. In the case of federally trademarked or copyrighted information, users grant Axis Referral and its assigns the worldwide, fully-paid, royalty-free right to use, copy, format, adapt, publish, and/or incorporate such information in any media, including Axis Referral content.
You are not allowed to transmit, submit, or post any information that violates Axis Referral’s or any third party’s copyright, patent, trademark, trade secret, or other proprietary rights, violates any laws or regulations, is defamatory, obscene, explicit, vulgar, or harmful to Axis Referral or third parties, contains viruses or malicious code that can harm or steal personal information, contains spam, is false or misleading, or constitutes a commercial advertisement or solicitation without Axis Referral’s written consent.
Axis Referral reserves the right to edit, reject, or remove any transmissions, submissions, or postings that do not comply with these terms. You are solely responsible for all the information you transmit, submit, or post.
The use of your data by Axis Referral is governed by the Privacy Policy, which explains how your user data is collected, stored, and used by Axis Referral. By using Axis Referral’s services, you acknowledge and agree to the Privacy Policy. If you do not agree with the Privacy Policy, please discontinue using Axis Referral’s services immediately. Axis Referral may use or disclose your data for necessary purposes, such as providing services, addressing technical issues, protecting Axis Referral or other users, responding to emergencies, or complying with the law.
You have authorized us to utilize and disclose user data as necessary for various purposes related to the provision of Axis Referral’s services, subject to the Privacy Policy and these terms of service. These purposes include, but are not limited to, providing services, detecting and preventing security incidents, fraud, or unauthorized use of Axis Referral’s services, responding to technical issues and user inquiries, ensuring the proper functioning of our services, protecting ourselves and our customers from harm or illegal activities, responding to emergencies that require the disclosure of user data, and complying with applicable laws, regulations, legal processes, or government requests.
The term “Law” refers to any legal statute, ordinance, regulation, rule, judgment, or order issued by a government, court, or competent jurisdiction. This includes data protection and privacy laws, laws related to user consent or notice, federal and state laws related to recording or monitoring communications, anti-spam laws and regulations, and any other applicable state, federal, or international laws and regulations.
By using our services, you agree to certain restrictions and requirements. You agree not to transfer, resell, lease, license, or make our services available to third parties. You also agree to use our services in compliance with all applicable laws and third-party rights, as well as these terms of service. You must ensure that we have the right to use your user data as needed to provide our services. Additionally, you agree not to use our services in any way that violates any applicable laws, and you will not reverse engineer any software we provide, except as permitted by applicable law.
While using our services, we may present you with opportunities from our network of service/lead partners, and we may receive compensation for leads generated to them. Any products or services you purchase from these partners are not Axis Referral products or services, but are offered by third parties. If you accept a lead to one of our service/lead partners, you give us permission to provide that partner with your information so they can offer you their products or services. If you choose to engage with a service/lead partner, you will be required to accept the partner’s terms of service as part of the lead process, and the partner will be solely responsible for their products and services.
If you accept a Lead to one of our Service/Lead Partners, you acknowledge that any products or services offered by the Service/Lead Partner are directly purchased from them, and Axis Referral is not involved in any agreement between you and the Service/Lead Partner regarding those products and services. Axis Referral holds no responsibility for the Service/Lead Partner’s products or services, the content included in them, or any claims that you or any other party may have regarding the Service/Lead Partner’s products and services.
By accepting a Lead to one of our Service/Lead Partners, you give us permission to share your User Data with the Service/Lead Partner so that they can offer their products or services to you.
Ownership and Confidentiality are significant to us, and we respect your Confidential Information. If you provide us with feedback, we may use it, but we have no obligation or liability to compensate you for it.
Both parties agree not to disclose any Confidential Information to anyone else without the prior written consent of the other party, except as permitted by these Terms. We may use and disclose your Confidential Information as necessary to provide the Axis Referral services, including making Leads to our Service/Lead Partners. The receiving party must exercise due care in protecting the Confidential Information of the disclosing party from unauthorized use and disclosure. If compelled by applicable Law to disclose Confidential Information, the receiving party will notify the disclosing party and cooperate with them to protect against any such disclosure.
We offer the Axis Referral services “as is” and make no representations or warranties regarding the Axis Referral services.
The term “Confidential Information” refers to any information or data, regardless of its form, that is disclosed by either party and marked or otherwise designated as confidential or proprietary, or that should reasonably be understood to be confidential given the nature of the information and the circumstances surrounding its disclosure. Confidential Information excludes any information that is publicly available through no fault of the receiving party, properly known to the receiving party prior to disclosure, properly disclosed to the receiving party by another person without violating the disclosing party’s rights, or independently developed by the receiving party without using or referencing the Confidential Information of the disclosing party.
Both parties acknowledge that no adequate legal remedy may be available for an actual or threatened breach of this provision. In the event of an actual or threatened breach, the non-breaching party may seek immediate injunctive and other equitable relief, without waiving any other rights or remedies available to them.
Each party will promptly notify the other in writing if they become aware of any violations of the confidentiality obligations stated in this provision.
The following is a legal disclaimer and limitation of liability for Axis Referral services:
Axis Referral explicitly disclaims all warranties, whether express or implied, including but not limited to warranties of merchantability, non-infringement, and fitness for a particular purpose. This disclaimer also applies to warranties related to third-party equipment, material, services, or software. Axis Referral services are provided “as is” to the fullest extent permitted by law. If this disclaimer conflicts with applicable law, the scope and duration of any applicable warranty will be the minimum permitted under such law.
Indemnification: Axis Referral will not be responsible for any expenses, damages, costs, etc. arising from any claim made by you in connection with your use of our services. You agree to indemnify Axis Referral against all claims relating to your use of the Axis Referral services.
Axis Referral shall not be liable or obligated in relation to any claims, demands, actions, suits, or discovery demands, including third-party subpoenas, government investigations, or enforcement actions (“Claims”), and any damages, liabilities, losses, settlements, judgments, costs, and expenses (including reasonable attorney’s fees and costs) (“Losses”) arising from your use of the Axis Referral services.
You will defend, indemnify, and hold Axis Referral, its officers, directors, employees, members, shareholders, and affiliates (“Axis Referral Indemnified Parties”) harmless from all Claims brought or threatened by a third party against any Axis Referral Indemnified Party and any Losses related to such Claims, alleging or arising from your breach of these Terms or your use of the Axis Referral services.
As a condition of your indemnification obligations: (a) Axis Referral will promptly notify you of any Claim; however, the failure to provide such notice shall not release you from your obligations unless you are actually and materially prejudiced by the failure; (b) you will have the sole and exclusive authority to defend or settle any such Claim (subject to obtaining Axis Referral’s consent for any act or forbearance required by Axis Referral, which consent will not be unreasonably withheld); and (c) Axis Referral will reasonably cooperate with you in your activities under these Terms, at your expense. You reserve the right, at your own expense, to participate in the defense of a Claim. You will be responsible for paying all Losses related to a Claim after receiving notice of the Claim. Notwithstanding anything to the contrary, you will not settle any Claims for which you have an indemnification obligation by admitting liability or fault on behalf of Axis Referral or creating any obligation on behalf of Axis Referral without Axis Referral’s prior written consent.
Limitation of Liability:
INDIRECT DAMAGES: Neither party shall be held responsible for any indirect, special, incidental, consequential, or punitive damages of any kind, including but not limited to damages for loss of reputation, lost profits, lost sales or business, work interruption, computer failure or malfunction, lost data, or any other damages or losses, even if one party was advised, knew, or should have known of the possibility of such damages. This section does not limit (a) your liability for breaching the Restrictions and Requirements section above; (b) either party’s liability for breaching the Confidentiality section above; or (c) either party’s indemnification obligations under these Terms.
DIRECT DAMAGES: Neither party shall be held liable to the other party for any direct damages, costs, or liabilities exceeding the amounts paid or payable by you during the twelve (12) months preceding the incident or claim, whether in tort, contract, or otherwise. This section does not limit (a) your liability arising from the breach of Section 5 (Restrictions and Requirements) or Section 10 (Fees, Payment Terms, and Taxes); or (b) either party’s liability arising from the breach of Section 11.4 (Confidentiality); or (c) either party’s indemnification obligations under these Terms. The provisions of this section 14 allocate the risks between the parties, and the parties have relied on these limitations in deciding whether to enter into these Terms.
Term; Suspension: These Terms will take effect on the day you either click “I Accept” or begin using the Axis Referral services. These Terms, including any updates, will remain in effect until terminated as described below (“Term”).
We reserve the right to immediately suspend the Axis Referral services upon notice for cause if: (a) you violate (or give us reason to believe you have violated) these Terms; (b) there is reason to believe that the traffic generated from your use of the Axis Referral services or your use of the Axis Referral services is fraudulent or negatively impacting the functionality of the Axis Referral services; or (c) we determine, at our sole discretion, that providing the Axis Referral services is prohibited by applicable law, or it has become impractical or infeasible for any legal or regulatory reason to continue providing the Axis Referral services. If we suspend the Axis Referral services, we will make a reasonable effort to notify you before the suspension to the extent feasible.
Compliance with Laws: Both you and Axis Referral will comply with the relevant laws applicable to our respective activities under these Terms.
No Waiver: Our failure to enforce any provision of these Terms at any time does not waive our right to enforce it later. Furthermore, if we expressly waive any provision of these Terms, it does not mean that the waiver applies indefinitely in the future. Any waiver must be in writing and signed by both you and us to be legally binding.
Assignment: You are prohibited from assigning or transferring these Terms, either in whole or in part, without our prior written consent. Any attempt by you to assign, delegate, or transfer these Terms will be considered null and void. However, subject to the provisions of this Assignment section, these Terms will be binding on both you and Axis Referral, as well as on our respective successors and assigns.
Unenforceability: If any provision of these Terms is determined to be unenforceable by a court or tribunal with competent jurisdiction, that provision will be limited or removed to the minimum extent necessary to make it enforceable. The remainder of these Terms will remain in full force and effect.
Notices: All notices required or permitted under these Terms must be provided in writing to the receiving party through personal delivery, certified mail (with a return receipt requested), overnight delivery by a nationally recognized carrier, or email (with confirmation of receipt). If notices are sent to Axis Referral, a copy must also be sent to [email protected], Attn: General Counsel.
Entire Agreement: These Terms, together with any attached documents, supersede all prior proposals, statements, marketing materials, presentations, and agreements (whether oral or written). No information or advice provided by Axis Referral, its Members, or employees (whether oral or written) will expand the warranties stated in these Terms. Any purchase order document or similar document provided by you will only serve as evidence of your internal business processes, and any terms and conditions contained therein will be void and have no effect on these Terms between you and Axis Referral, even if signed by Axis Referral after you accept these Terms.
Force Majeure: No failure, delay, or default in the performance of any obligation under these Terms will be considered a default or breach of these Terms to the extent that it arises from causes beyond the control and without negligence of the affected party. Such causes may include actions or inactions by governmental, civil, or military authorities, fire, strike, lockout, labor disputes, flood, terrorism, war, riot, theft, earthquake, and other natural disasters. The party affected by such causes will take all reasonable actions to minimize the consequences.
Governing Law and Venue: The enforceability and interpretation of the Agreement to Arbitrate section will be determined by the Federal Arbitration Act, including its procedural provisions. Apart from the arbitration provision, these Terms will be governed and construed in accordance with the laws of the State of Illinois, without regard to conflicts of laws principles that might apply the laws of another jurisdiction. These Terms will not be governed by the United Nations Convention on Contracts for the International Sale of Goods. Any legal suit, action, or proceeding arising from or related to these Terms or the Axis Referral services will be brought in either the state or federal courts of Illinois, and both parties consent to the personal jurisdiction of these courts, except as provided in the Arbitration section.
Agreement to Resolve Disputes through Arbitration
In an effort to resolve disputes amicably, customers are encouraged to first contact Axis Referral’s Customer Support before pursuing a formal legal case. However, if the dispute remains unresolved, both the customer and their affiliates, on one side, and Axis Referral and its affiliates, on the other side, agree to resolve any dispute related to the Terms or the Axis Referral services through binding arbitration. The arbitration will take place in Chicago, Illinois, or at a mutually agreed location.
This agreement covers all claims under any legal theory, unless the claim falls within the Exceptions to Agreement to Arbitrate. It remains in effect even after the customer has stopped using the Axis Referral services. Any dispute concerning the enforceability or applicability of this Agreement to Arbitrate will be determined by the arbitrator.
By agreeing to this Agreement to Arbitrate, both parties waive their right to have a judge or jury resolve any controversy or claim arising from or relating to these Terms or the Axis Referral services.
Exceptions to this agreement to arbitrate include disputes related to intellectual property, such as trademarks, trade dress, domain names, trade secrets, copyrights, or patents of either party or their affiliates. If either party brings a claim in court that should be arbitrated or refuses to arbitrate a claim that should be arbitrated, the other party can ask the court to compel arbitration to resolve the claim. Either party can also request a court to stay a court proceeding while an arbitration proceeding is ongoing.
Prior to initiating arbitration, both parties must attempt to resolve the dispute through mediation conducted by the American Arbitration Association (AAA). If mediation is unsuccessful, either party may initiate an arbitration proceeding with AAA. The arbitration will be conducted in accordance with AAA’s Commercial Arbitration Rules and will be presided over by a single arbitrator appointed in accordance with the Rules. Each party will have the right to obtain non-privileged relevant documents in the possession or control of the other party and to conduct a reasonable number of depositions. In case of any conflict, the arbitrator will be bound by the Rules and the language of this Agreement to Arbitrate section.
This Agreement to Arbitrate section does not modify the statute of limitations applicable to any claims or counterclaims. The arbitrator’s decision will be based on the evidence admitted and the substantive law of the State of Illinois and the United States. The arbitrator will issue an award for each issue and counterclaim. The arbitrator’s decision will be final and binding, except as provided in the Federal Arbitration Act, and a judgment based on the arbitration award may be entered in any court with competent jurisdiction.
Both the customer and their affiliates, on one hand, and Axis Referral and its affiliates, on the other hand, agree that any claims or controversies between them must be brought on an individual basis. The arbitrator cannot consolidate multiple individuals’ or entities’ claims into a single case, nor can they preside over any consolidated, class, or representative proceeding unless both parties agree otherwise. If a court determines that the Class Action Waiver provision is unenforceable or invalid, the entire Agreement to Arbitrate section will be null and void, while the remaining Terms will still apply.
