Terms of Service

By creating an account, accessing, or using the Axia CRM platform in any manner, you acknowledge that you have read, understood, and agree to be bound by these Terms and our Privacy Policy, which is incorporated herein by reference. If you are entering into these Terms on behalf of a company, organization, or other legal entity, you represent and warrant that you have the authority to bind such entity to these Terms, in which case the terms "you" and "your" shall refer to such entity.

You must be at least eighteen (18) years of age or the age of majority in your jurisdiction, whichever is greater, to use the Service. By using the Service, you represent and warrant that you meet the foregoing eligibility requirements. If you do not meet these requirements, you must not access or use the Service.

Your continued use of the Service following the posting of any changes to these Terms constitutes acceptance of those changes. We will provide notice of material changes as described in Section 14 below.

Axia CRM is a cloud-based customer relationship management platform designed to help businesses manage and optimize their customer interactions, sales processes, and operational workflows. The Service includes, but is not limited to, the following features and capabilities:

• (a)Lead Management: Capture, organize, score, and track prospective customers and business opportunities through configurable lead pipelines, automated lead scoring algorithms, and intelligent categorization systems.
• (b)Deal Pipeline: Visual deal management with customizable pipeline stages, weighted forecasting, automated deal progression rules, and revenue projection analytics.
• (c)Communications Tools: Integrated email, phone (via Vonage/Axia Phone), SMS, and activity logging capabilities, including call recording, email tracking, and unified communication histories.
• (d)Analytics and Reporting: Real-time dashboards, custom report builders, team performance metrics, revenue analytics, conversion tracking, and exportable business intelligence reports.
• (e)Automation and AI: Workflow automation, AI-powered lead scoring, predictive analytics, smart task assignment, and intelligent notifications.

Axia reserves the right to modify, enhance, or discontinue any feature or functionality of the Service at any time, with or without notice. We will make reasonable efforts to notify users of material changes to the Service through in-app notifications or email communications.

To access and use the Service, you must register for an account by providing accurate, current, and complete information as prompted by the registration process. You agree to the following account obligations:

• (a)Accuracy of Information: You must provide truthful, accurate, and complete registration information and keep such information up to date at all times. Providing false or misleading information is grounds for immediate termination of your account.
• (b)Security of Credentials: You are solely responsible for maintaining the confidentiality and security of your account credentials, including your password and any API keys or access tokens. You must not share your credentials with any third party. We strongly recommend enabling multi-factor authentication (MFA) on your account.
• (c)Responsibility for Activity: You are fully responsible for all activities that occur under your account, whether or not authorized by you. You agree to immediately notify Axia of any unauthorized use of your account or any other breach of security at security@axia.crm.
• (d)Account Administration: If you register an account on behalf of an organization, the designated account administrator shall have the authority to manage user access, permissions, and settings within the organization's workspace. The administrator is responsible for ensuring that all users under the organization's account comply with these Terms.

Axia CRM is offered through the following subscription tiers, each subject to the terms and conditions described below:

• (a)Free Tier: A limited, no-cost plan that provides access to core CRM functionality for up to two (2) users with limited storage, contact records, and feature availability. The Free Tier is provided "as is" without any service level commitments. Axia reserves the right to modify, limit, or discontinue the Free Tier at any time.
• (b)Professional Plan ($60/month per user): A full-featured plan that includes access to all standard platform capabilities, including advanced analytics, workflow automation, integration support, priority email support, and the Service Level Agreement described in Section 10. The Professional Plan is billed on a monthly or annual basis as selected at the time of subscription.
• (c)Enterprise Plan (Custom Pricing): A customized plan for organizations requiring dedicated infrastructure, custom integrations, advanced security features (including SSO/SAML, SCIM provisioning, and audit logging), dedicated account management, custom onboarding, and a tailored Service Level Agreement. Enterprise pricing is determined through a separate agreement between you and Axia.

All paid subscriptions automatically renew at the end of each billing cycle (monthly or annual) unless you cancel your subscription at least thirty (30) days prior to the end of the then-current billing period. You may cancel your subscription at any time through your account settings or by contacting our support team. Upon cancellation, your subscription will remain active through the end of the current paid billing period.

Axia reserves the right to modify subscription pricing upon thirty (30) days' prior written notice. Price changes will take effect at the start of your next billing cycle following the notice period. If you do not agree to a price change, your sole remedy is to cancel your subscription before the new pricing takes effect.

By subscribing to a paid plan, you agree to the following payment terms:

• (a)Billing Cycle: Subscription fees are billed in advance on a monthly or annual basis, depending on the billing cycle you select. Annual billing provides a discounted rate equivalent to two (2) free months compared to monthly billing.
• (b)Payment Methods: We accept payment via major credit cards (Visa, Mastercard, American Express), debit cards, ACH bank transfers, and wire transfers (for Enterprise plans). All payments are processed through our PCI DSS Level 1 compliant payment processor. You authorize Axia to charge your selected payment method for all applicable fees.
• (c)Failed Payments: If a payment fails, we will attempt to process the payment up to three (3) additional times over a period of ten (10) days. During this period, your access to the Service may be restricted to read-only mode. If payment cannot be collected after all retry attempts, your account may be downgraded to the Free Tier or suspended. We will notify you via email prior to any account suspension.
• (d)Taxes: All fees are exclusive of applicable taxes, levies, or duties imposed by taxing authorities. You are responsible for paying all such taxes, excluding taxes based solely on Axia's net income.
• (e)Refund Policy: New Professional Plan subscribers are eligible for a full refund within thirty (30) days of their initial subscription purchase ("30-Day Money-Back Guarantee"). To request a refund, contact our support team at billing@axia.crm within the thirty-day period. This guarantee applies only to the first billing cycle for new subscribers and does not apply to renewals, upgrades, additional user seats added after the initial subscription, or Enterprise plans. Refunds for Enterprise plans are governed by the terms of the applicable Enterprise agreement.

You agree to use the Service only for lawful purposes and in accordance with these Terms. You expressly agree not to, and shall not permit any third party to:

• (a)Use the Service for any illegal, fraudulent, or unauthorized purpose, or in violation of any applicable local, state, national, or international law or regulation.
• (b)Transmit, distribute, or facilitate the sending of unsolicited bulk email, messages, or communications ("spam") through the Service, including through our email and SMS communication features.
• (c)Use any automated means, including robots, crawlers, scrapers, or data mining tools, to access, scrape, harvest, or collect data from the Service without Axia's prior written consent.
• (d)Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, underlying algorithms, or architecture of the Service or any component thereof.
• (e)Circumvent, disable, or otherwise interfere with any security, authentication, or access control features of the Service, including rate limiting, encryption, or permissions systems.
• (f)Upload, transmit, or distribute any viruses, malware, worms, Trojan horses, or other malicious code that may damage, interfere with, or compromise the Service or its infrastructure.
• (g)Resell, sublicense, lease, or otherwise distribute access to the Service to any third party without Axia's prior written authorization.
• (h)Use the Service to store or transmit content that infringes the intellectual property rights or privacy rights of any third party.

Communications Compliance: If you use the Service's email, phone, or SMS communication features, you are solely responsible for ensuring compliance with all applicable laws and regulations governing electronic communications, including but not limited to the CAN-SPAM Act (15 U.S.C. § 7701 et seq.), the Telephone Consumer Protection Act (TCPA, 47 U.S.C. § 227), the Telemarketing Sales Rule (TSR), and any applicable state-level telemarketing and privacy laws. You must obtain all necessary consents from recipients before initiating communications through the Service, maintain accurate opt-out and do-not-call records, and honor all unsubscribe and opt-out requests within the timeframes required by applicable law.

Axia reserves the right to investigate and take appropriate action against any user who, in Axia's sole discretion, violates these acceptable use provisions, including without limitation removing offending content, suspending or terminating the offending user's account, and reporting the user to appropriate law enforcement authorities.

Your Data: You retain all right, title, and interest in and to any data, content, information, or materials that you submit, upload, or input into the Service ("Your Data"). These Terms do not grant Axia any ownership rights in Your Data. As between you and Axia, you are and shall remain the sole and exclusive owner of Your Data, including all intellectual property rights therein.

License to Process: By using the Service, you grant Axia a limited, non-exclusive, worldwide, royalty-free license to access, use, process, copy, store, transmit, and display Your Data solely to the extent necessary to provide, maintain, and improve the Service and to comply with applicable laws. This license is limited in scope and duration to the period during which you maintain an active account with Axia.

Anonymized and Aggregated Data: Axia may use Your Data in an anonymized and aggregated form (such that it does not identify you or any individual) for purposes of service improvement, product development, industry benchmarking, research, and analytics. Such anonymized and aggregated data shall not be considered Your Data and may be used by Axia without restriction. At no point will Axia sell, share, or distribute Your Data in identifiable form to any third party for such third party's own marketing or commercial purposes.

Data Portability: You may export Your Data at any time through the Service's built-in export functionality or via the Axia API. We support standard export formats including CSV, JSON, and Excel. Upon termination of your account, data export provisions are described in Section 13.

Axia Intellectual Property: The Service, including but not limited to the platform software, website, user interface designs, documentation, APIs, logos, trademarks, trade names ("Axia," "Axia CRM," and the Axia logo), and all other intellectual property embodied therein, are and shall remain the exclusive property of Axia Technologies, Inc. and its licensors. All rights not expressly granted to you in these Terms are reserved by Axia. These Terms do not convey to you any rights of ownership in the Service or any Axia intellectual property.

Limited License: Subject to your compliance with these Terms and payment of all applicable fees, Axia grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Service solely for your internal business purposes during the term of your subscription.

Your Content: You retain all ownership rights in the content, data, and materials you create, upload, or generate through the Service ("Your Content"). Axia claims no intellectual property rights over Your Content. You are solely responsible for ensuring that Your Content does not violate the rights of any third party.

Feedback: If you provide Axia with any suggestions, ideas, enhancement requests, feedback, or recommendations regarding the Service ("Feedback"), you hereby assign to Axia all right, title, and interest in such Feedback and agree that Axia shall have the right to use and implement such Feedback in any manner without obligation or compensation to you.

The Service may offer integrations, connections, or interoperability with third-party applications, platforms, and services, including but not limited to:

• (a)Google Workspace: Integration with Google Gmail, Google Calendar, Google Contacts, and Google Drive for email synchronization, calendar scheduling, contact management, and document attachment.
• (b)Microsoft 365: Integration with Microsoft Outlook, Microsoft Teams, and Microsoft OneDrive for email, collaboration, and file management.
• (c)Vonage / Axia Phone: Voice over IP (VoIP) telephony, call recording, call analytics, and SMS capabilities powered by Vonage Communications APIs.

Your use of any third-party integration is subject to the applicable third party's terms of service, privacy policy, and licensing agreements. Axia is not responsible for, and makes no warranties or representations regarding, the availability, accuracy, reliability, or security of any third-party service. You acknowledge that enabling third-party integrations may require you to grant the third-party service access to certain data within your Axia CRM account, and you consent to such data sharing as necessary to enable the integration.

Axia shall not be liable for any loss or damage arising from the acts or omissions of any third-party service provider, or from any interruption, modification, or discontinuation of a third-party service.

For users subscribed to the Professional or Enterprise plans, Axia commits to a monthly service uptime target of ninety-nine point nine percent (99.9%), measured as the percentage of total minutes in a calendar month during which the core Service is available and operational ("Uptime Target").

Exclusions: The following events are excluded from uptime calculations: (i) scheduled maintenance windows, which will be communicated at least seventy-two (72) hours in advance via email and in-app notification; (ii) force majeure events, including but not limited to natural disasters, acts of war, government actions, pandemics, or other events beyond Axia's reasonable control; (iii) failures caused by your systems, networks, equipment, or third-party services; and (iv) degradation resulting from your misuse of the Service in violation of these Terms.

Maintenance Windows: Axia performs routine maintenance during low-traffic periods, typically between 2:00 AM and 6:00 AM Eastern Time on Sundays. Emergency maintenance may be performed at any time with as much advance notice as is reasonably practicable. Axia will use commercially reasonable efforts to minimize any disruption during maintenance.

Service Credits: If Axia fails to meet the Uptime Target in any calendar month, Professional and Enterprise plan subscribers may be eligible for service credits as follows: (i) 99.0% to 99.9% uptime: credit equal to ten percent (10%) of that month's subscription fee; (ii) 95.0% to 98.99% uptime: credit equal to twenty-five percent (25%) of that month's subscription fee; (iii) below 95.0% uptime: credit equal to fifty percent (50%) of that month's subscription fee. Service credits must be requested in writing within thirty (30) days of the end of the affected month and are your sole and exclusive remedy for any failure to meet the Uptime Target.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL AXIA TECHNOLOGIES, INC., ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS, OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, REVENUE, GOODWILL, DATA, BUSINESS OPPORTUNITIES, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR IN CONNECTION WITH YOUR ACCESS TO OR USE OF (OR INABILITY TO ACCESS OR USE) THE SERVICE, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR ANY OTHER LEGAL THEORY, EVEN IF AXIA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AXIA'S TOTAL AGGREGATE LIABILITY TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE SHALL NOT EXCEED THE GREATER OF: (A) THE TOTAL AMOUNT OF FEES PAID BY YOU TO AXIA DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM; OR (B) ONE HUNDRED UNITED STATES DOLLARS ($100.00 USD).

THE LIMITATIONS OF LIABILITY SET FORTH IN THIS SECTION SHALL APPLY REGARDLESS OF WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS, AND EVEN IF AXIA HAS BEEN ADVISED OF OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IN SUCH JURISDICTIONS, AXIA'S LIABILITY SHALL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW.

You agree to indemnify, defend, and hold harmless Axia Technologies, Inc. and its affiliates, officers, directors, employees, contractors, agents, licensors, and suppliers (collectively, the "Axia Parties") from and against any and all claims, demands, actions, liabilities, losses, damages, judgments, settlements, costs, and expenses (including reasonable attorneys' fees and legal costs) arising out of or relating to:

• (a)Your access to or use of the Service, including any data, content, or information transmitted through the Service.
• (b)Your violation of any provision of these Terms, including the acceptable use provisions in Section 6.
• (c)Your violation of any applicable law, regulation, or third-party right, including any intellectual property, privacy, or publicity right.
• (d)Any content, data, or materials you submit, post, upload, or transmit through the Service.
• (e)Any unauthorized access to or use of the Service through your account, whether or not authorized by you.

Axia reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and you agree to cooperate with Axia in the defense of any such matter. You shall not settle any claim subject to this Section without Axia's prior written consent.

Termination by You: You may terminate your account and these Terms at any time by canceling your subscription through your account settings and submitting an account deletion request. Upon cancellation, your subscription will remain active through the end of the current paid billing period, after which your account will be deactivated.

Termination by Axia: Axia may suspend or terminate your account and access to the Service at any time, with or without cause, and with or without notice. Without limiting the foregoing, Axia may terminate your account immediately and without notice if: (i) you breach any provision of these Terms; (ii) you engage in conduct that Axia determines, in its sole discretion, to be harmful to the Service, other users, or Axia's business interests; (iii) your account has been inactive for twelve (12) consecutive months on the Free Tier; or (iv) Axia discontinues the Service or any material portion thereof.

Effect of Termination: Upon termination of your account for any reason: (i) all licenses granted to you under these Terms will immediately terminate; (ii) you must immediately cease all use of the Service; (iii) you will remain liable for all fees and charges incurred prior to the effective date of termination.

Data Export After Termination: Following termination, your data will remain available for export for a period of thirty (30) calendar days ("Data Retrieval Period"). During this period, you may log in to your account solely for the purpose of exporting Your Data. After the Data Retrieval Period expires, Axia will permanently delete all of Your Data from its active systems within ninety (90) days, subject to any legal retention obligations. Axia shall have no obligation to maintain or provide any of Your Data after the Data Retrieval Period has expired.

Axia reserves the right to modify, amend, or update these Terms at any time in its sole discretion. When we make material changes to these Terms, we will provide you with at least thirty (30) days' prior notice through one or more of the following methods: (i) email notification to the address associated with your account; (ii) a prominent notice within the Service; (iii) posting the revised Terms on our website with an updated "Last updated" date.

Your continued use of the Service after the effective date of any modified Terms constitutes your acceptance of such modified Terms. If you do not agree to the modified Terms, your sole and exclusive remedy is to discontinue your use of the Service and terminate your account in accordance with Section 13.

Non-material changes, such as typographical corrections or clarifications that do not alter the substance of these Terms, may be made without prior notice. We encourage you to periodically review these Terms to stay informed of any updates.

These Terms and any dispute or claim arising out of or in connection with them or their subject matter, formation, or enforceability (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of the State of Florida, United States of America, without regard to its conflict of laws principles.

To the extent that any legal proceeding is not subject to arbitration under Section 16, you and Axia irrevocably consent to the exclusive jurisdiction and venue of the state and federal courts located in Miami-Dade County, Florida for the adjudication of any such proceeding. Each party waives any objection it may now or hereafter have to venue or to convenience of forum.

Notwithstanding the foregoing, Axia may seek injunctive or other equitable relief in any court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of Axia's intellectual property rights, data security, or confidentiality obligations.

Informal Resolution: Before initiating any formal dispute resolution proceeding, you agree to first contact Axia at legal@axia.crm and attempt to resolve the dispute informally for a period of at least sixty (60) days. Most disputes can be resolved through informal negotiation.

Binding Arbitration: If the dispute cannot be resolved through informal negotiation, you and Axia agree that any dispute, controversy, or claim arising out of or relating to these Terms or the Service shall be resolved exclusively through final and binding arbitration administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules. The arbitration shall be conducted by a single arbitrator in Miami, Florida. The arbitrator's decision shall be final and binding on both parties and may be entered as a judgment in any court of competent jurisdiction.

Class Action Waiver: YOU AND AXIA AGREE THAT EACH PARTY MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION OR PROCEEDING. THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON'S CLAIMS AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF CLASS OR REPRESENTATIVE PROCEEDING.

Exceptions: Notwithstanding the foregoing arbitration provisions, either party may: (i) bring an individual action in small claims court for claims within the court's jurisdictional limit; or (ii) seek injunctive or equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement of intellectual property rights.

If you have any questions, concerns, or requests regarding these Terms of Service, please contact us using the information below:

For general support inquiries unrelated to legal matters, please visit our Help Center or contact our support team at support@axia.crm.