Terms of Service

These Terms of Service (the “Terms”) form a binding agreement between you and Southern Exits, LLC(“Axis,” “we,” “us,” or “our”) and govern your access to and use of the Axis platform, related websites, applications, and services (collectively, the “Service”).

By creating an account, accessing the Service, or clicking a button or checking a box indicating your acceptance, you agree to be bound by these Terms and by our Privacy Policy, which is incorporated herein by reference. If you are using the Service on behalf of a company or other organization, you represent and warrant that you have authority to bind that entity to these Terms.

If you do not agree to these Terms, do not access or use the Service.

• “Customer” means the individual or entity that registers for an account and is responsible for the subscription.
• “Authorized User” means an individual permitted by the Customer to access the Service under the Customer’s account.
• “Invitee” means a third party (including a business owner) invited by an Authorized User to interact with the Service, such as by completing an assessment.
• “Customer Data” means information, content, and materials submitted to the Service by or on behalf of the Customer, including assessment responses, notes, and uploaded materials.
• “Subscription” means the recurring paid right to access and use the Service as described in Section 5.

You must be at least 18 years old and capable of forming a legally binding contract to use the Service. You agree to provide accurate, current, and complete information when you register and to keep that information up to date. You are responsible for safeguarding your credentials and for all activity that occurs under your account, whether or not authorized.

You agree to notify us promptly of any unauthorized access to or use of your account.

Subject to your compliance with these Terms and timely payment of all applicable fees, we grant you a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Service during the term of your Subscription for your internal business purposes. We may modify, suspend, or discontinue any portion of the Service at any time, with reasonable notice for material changes that adversely affect paying Customers.

5.1 Subscription fees

The Service is provided on a subscription basis at a published rate of US $99 per Authorized User per month, billed in advance, unless a different rate is agreed in writing. All fees are stated in United States dollars.

5.2 Payment processor

We use a third-party payment processor to bill payment cards or other supported payment methods. By providing payment information, you authorize us and our payment processor to charge the applicable fees to your selected payment method on a recurring basis until your Subscription is cancelled.

5.3 Renewals

Your Subscription renews automatically for successive periods of the same length unless cancelled before the renewal date. We may change our fees on prospective renewals with at least thirty (30) days’ prior notice.

5.4 Taxes

Fees are exclusive of all taxes, levies, or duties imposed by taxing authorities. You are responsible for any such amounts, other than taxes based on our net income.

5.5 Late or failed payment

If a payment is not successfully processed, we may suspend or terminate your access to the Service after providing reasonable notice. You remain responsible for amounts owed during any period of suspension.

You may cancel your Subscription at any time through your account billing settings. Cancellation takes effect at the end of the then-current billing period; your access to the Service continues until that date, and your account will not be charged again.

Except where required by applicable law, fees already paid are non-refundable, and we do not provide refunds or credits for partial billing periods, unused features, or partially used Subscription terms.

You agree not to, and not to permit any Authorized User or third party to:

• use the Service in violation of any applicable law, regulation, or third-party right;
• submit information about any person without that person’s consent or other legal basis;
• attempt to gain unauthorized access to the Service, other users’ accounts, or any related systems or networks;
• interfere with or disrupt the integrity or performance of the Service, including by introducing malware or other harmful code;
• reverse engineer, decompile, or attempt to derive the source code of the Service, except to the extent expressly permitted by applicable law;
• scrape, mirror, or build a derivative or competing product or service using the Service or its content;
• use the Service to send unsolicited communications, harass other users, or upload or distribute unlawful, defamatory, or infringing material; or
• resell, sublicense, or otherwise make the Service available to any third party, except as expressly permitted in these Terms.

We reserve the right to investigate and take appropriate action, including suspension, in response to suspected violations.

8.1 Ownership

As between you and us, you retain all right, title, and interest in and to your Customer Data. You grant us a worldwide, non-exclusive, royalty-free license to host, store, transmit, display, process, and otherwise use Customer Data solely as necessary to provide and improve the Service, to perform our obligations under these Terms, and to comply with applicable law.

8.2 Responsibility for Invitees

You are solely responsible for obtaining any consent required by applicable law before inviting an Invitee to the Service or submitting any information about an Invitee. You represent and warrant that you have the right and authority to submit all Customer Data you transmit to the Service and to allow us to process it as described in these Terms and our Privacy Policy.

8.3 No professional advice

The Service and all assessment outputs are provided for informational purposes only. The Service does not provide legal, tax, accounting, financial, valuation, or investment advice and is not a substitute for advice from licensed professionals. You and any user of the Service are solely responsible for decisions made in reliance on the Service.

The Service, including all software, content, design, assessment frameworks, and trademarks, is owned by us or our licensors and is protected by intellectual-property and other laws. Except for the limited rights expressly granted in these Terms, no rights are granted to you by implication, estoppel, or otherwise. Any feedback or suggestions you provide may be used by us without obligation to you.

Each party may have access to non-public information of the other that is identified as confidential or that should reasonably be understood to be confidential (“Confidential Information”). Each party agrees to use Confidential Information only as necessary to perform under these Terms and to protect it using at least the same degree of care it uses to protect its own confidential information, and in any event no less than reasonable care. Confidential Information does not include information that is or becomes publicly known through no fault of the receiving party, was rightfully known prior to disclosure, or is independently developed without reference to the other party’s Confidential Information.

The Service may interoperate with third-party services that you choose to use. Your use of any third-party service is subject to the terms of that service, and we are not responsible for the acts or omissions of any third-party service or for the consequences of integrations you enable.

EXCEPT AS EXPRESSLY STATED IN THESE TERMS, THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, SECURE, OR ERROR-FREE, OR THAT ANY DEFECTS WILL BE CORRECTED.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL WE OR OUR AFFILIATES, OFFICERS, EMPLOYEES, OR CONTRACTORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUES, GOODWILL, USE, OR DATA, ARISING OUT OF OR RELATED TO THESE TERMS OR YOUR USE OF THE SERVICE, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

OUR TOTAL CUMULATIVE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR YOUR USE OF THE SERVICE WILL NOT EXCEED THE GREATER OF (A) THE AMOUNTS YOU PAID US FOR THE SERVICE DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO LIABILITY OR (B) ONE HUNDRED U.S. DOLLARS (US $100).

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES, SO SOME OF THE LIMITATIONS ABOVE MAY NOT APPLY TO YOU.

You agree to defend, indemnify, and hold harmless Southern Exits, LLCand its affiliates, officers, directors, employees, and agents from and against any third-party claims, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to (a) your Customer Data, (b) your violation of these Terms, or (c) your violation of any applicable law or third-party right, including the rights of any Invitee.

These Terms apply for as long as you have an account with us. Either party may terminate these Terms at any time: you, by cancelling your Subscription as described in Section 6; we, with or without cause, on reasonable notice. We may suspend or terminate your access immediately and without notice if we believe in good faith that you have materially breached these Terms, that continued provision of the Service to you would expose us to legal or security risk, or that suspension or termination is necessary to protect the Service or other users.

Upon termination, your right to access the Service ends. Sections that by their nature should survive termination (including ownership, disclaimers, limitation of liability, indemnification, and governing law) will survive.

We may update these Terms from time to time. When we make material changes, we will revise the “Last updated” date above and, where appropriate, provide additional notice through the Service or by email. Your continued use of the Service after the updated Terms take effect constitutes your acceptance of the changes. If you do not agree to the updated Terms, your sole remedy is to stop using the Service and cancel your Subscription.

These Terms are governed by the laws of the State of South Carolina, United States of America, without regard to its conflict-of-laws principles. Except as otherwise required by applicable law, you and we agree that the state and federal courts located in South Carolina will have exclusive jurisdiction and venue over any dispute arising out of or relating to these Terms or the Service, and you and we consent to personal jurisdiction in those courts. Either party may seek injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual-property rights or Confidential Information.

18.1 Entire agreement

These Terms, together with the Privacy Policy and any other policies or agreements we expressly incorporate by reference, constitute the entire agreement between you and us regarding the Service and supersede all prior or contemporaneous communications and proposals.

18.2 Assignment

You may not assign or transfer these Terms, by operation of law or otherwise, without our prior written consent. We may assign these Terms without restriction. Any prohibited assignment is void.

18.3 Severability

If any provision of these Terms is held to be unenforceable, that provision will be limited or eliminated to the minimum extent necessary, and the remaining provisions will remain in full force and effect.

18.4 No waiver

Our failure to enforce any right or provision of these Terms will not be deemed a waiver of that right or provision.

18.5 Notices

We may provide notices required under these Terms by email to the address associated with your account or by posting to the Service. You may provide notice to us by email at zac@southernexits.com.

18.6 Force majeure

We will not be liable for any failure or delay in performance caused by circumstances beyond our reasonable control, including acts of God, natural disasters, internet or telecommunications outages, governmental actions, war, or labor disputes.

Southern Exits, LLC
Attn: Legal
Email: zac@southernexits.com