Axelio End-User License Agreement & Terms of Service

Subject to this Agreement and your payment of applicable fees, Axelio grants you a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Service for your company's internal business operations during the term. Axelio and its licensors retain all right, title, and interest in and to the Service, including all software, and all intellectual property rights therein. No rights are granted except as expressly stated.

You are responsible for the accuracy of the information you provide, for maintaining the confidentiality of your account credentials, and for all activity that occurs under your accounts. You must notify us promptly of any unauthorized use. Accounts are for named users and may not be shared. You are responsible for your users' compliance with this Agreement.

You agree not to:

• (a) use the Service in violation of any law or regulation;
• (b) upload or transmit malware, or attempt to gain unauthorized access to the Service or its related systems;
• (c) probe, scan, or test the vulnerability of the Service without our prior written consent;
• (d) interfere with or disrupt the integrity or performance of the Service;
• (e) reverse engineer, decompile, or attempt to derive the source code of the Service, except to the extent this restriction is prohibited by law;
• (f) resell, rent, or provide the Service to third parties as a service bureau; or
• (g) upload data you do not have the right to use.

As between the parties, you own the data your company submits to or generates through the Service ("Customer Data"). You grant Axelio a worldwide, limited license to host, process, and transmit Customer Data solely to provide and improve the Service, to prevent or address technical or security issues, and as otherwise permitted in our Privacy Policy. You are responsible for the accuracy and legality of Customer Data and for having the necessary rights to provide it.

The Service integrates with third-party services you choose to connect, including bank connectivity through Plaid, accounting export to Intuit QuickBooks, company email through Google (Gmail / Google Workspace), telematics/ELD providers, and messaging providers. Your use of those services is governed by their own terms and privacy policies. Axelio is not responsible for third-party services, and we may disable an integration if a provider's terms require it or the integration creates a security or operational risk.

If you connect a company email mailbox, you authorize Axelio to send messages from that mailbox on your behalf for the operational purposes described in our Privacy Policy — for example invoices, load updates, and correspondence with brokers, drivers, and other counterparties. Axelio requests send-only permission and does not read the contents of your mailbox. You may disconnect a mailbox at any time in Settings, which revokes that access.

The Service includes features that use artificial intelligence to assist with operational tasks. AI output may be inaccurate or incomplete and is provided to support, not replace, your judgment. You are responsible for reviewing AI-generated content and decisions before relying on them. Axelio is not liable for actions taken based on AI output.

Paid plans are billed at the rates shown in the Service. Plan limits (such as the number of trucks and users) apply to your plan. You may change plans within the Service subject to the applicable limits. Fees are non-refundable except where required by law. We may change pricing on prospective notice; changes do not affect the current paid term.

Each party may access the other's confidential information in connection with the Service. Each party agrees to protect the other's confidential information with reasonable care and to use it only as needed to perform under this Agreement.

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. AXELIO DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE, OR THAT IT WILL MEET YOUR REQUIREMENTS. THE SERVICE IS AN OPERATIONAL TOOL AND IS NOT A SUBSTITUTE FOR PROFESSIONAL LEGAL, TAX, ACCOUNTING, OR COMPLIANCE ADVICE.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, DATA, OR GOODWILL. AXELIO'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT WILL NOT EXCEED THE AMOUNTS YOU PAID TO AXELIO FOR THE SERVICE IN THE TWELVE MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

You will defend and indemnify Axelio against third-party claims arising from your Customer Data, your use of the Service in violation of this Agreement, or your violation of law, except to the extent caused by Axelio.

This Agreement applies while you use the Service. You may stop using the Service and delete your account at any time. We may suspend or terminate access for material breach of this Agreement, non-payment, or to comply with law or protect the Service or its users. On termination, your right to use the Service ends; you may export or request deletion of Customer Data as described in our Privacy Policy.

We may update this Agreement. If we make material changes, we will notify you in the Service or by email before they take effect and update the effective date above. Continued use after changes take effect constitutes acceptance.

This Agreement is governed by the laws of the State of Delaware, United States, without regard to its conflict-of-laws rules. The parties consent to the exclusive jurisdiction of the state and federal courts located in Delaware for disputes not subject to arbitration or small-claims resolution.

Axelio Inc — contact@axelio.app