Effective starting June 24, 2023
Thanks for using AccessXL! These AccessXL Terms of Service (“Terms”) describe your rights and responsibilities as a customer of AccessXL. These Terms are between you and Kathryn Aragon Media (“KA Media”, “we” or “us”). “You” means the entity you represent in accepting these Terms or, if that does not apply, you individually. If you are accepting on behalf of your employer or another entity, you represent and warrant that: (i) you have full legal authority to bind your employer or such entity to these Terms; (ii) you have read and understand these Terms; and (iii) you agree to these Terms on behalf of the party that you represent. If you don’t have the legal authority to bind your employer or the applicable entity, please do not click “I agree” (or similar button or checkbox) that is presented to you. PLEASE NOTE THAT IF YOU SIGN UP FOR THIS PRODUCT USING AN EMAIL ADDRESS FROM YOUR EMPLOYER OR ANOTHER ENTITY, THEN (A) YOU WILL BE DEEMED TO REPRESENT SUCH PARTY, (B) YOUR CLICK TO ACCEPT WILL BIND YOUR EMPLOYER OR THAT ENTITY TO THESE TERMS, AND (C) THE WORD “YOU” IN THESE TERMS WILL REFER TO YOUR EMPLOYER OR THAT ENTITY.
Your use of AXL (the “Product”) is subject to the terms of the KA Media Software License Agreement (the “Agreement”) as well as the following additional terms (the “Terms”). Any capitalized terms used but not defined below have the meanings in the Agreement. In case of conflict, the terms listed below will control with respect to their subject matter.
These Terms are effective as of the date you first click “I agree” (or similar button or checkbox) or use or access the Product, whichever is earlier (the “Effective Date”). These Terms do not have to be signed in order to be binding. You indicate your assent to these Terms by clicking “I agree” (or similar button or checkbox) at the time you register for the Product, create a Product account, or place an Order. For any applicable No-Charge Offer, you also indicate your assent to these Terms by accessing or using the applicable Product.
1. What these Terms cover
These terms govern the Product, your access to and use of the Product, related Support, and Additional Services (if applicable).
2. Licensing and delivery
2.1. One Product Per Domain. The Product is licensed on a per-domain basis, and the license is renewed monthly. “Domain” means one website, which could be your primary website domain or a subdomain. For clarity, you must buy a unique license for each domain or subdomain on which the Product is used.
2.2. Delivery of Code. You will work with a KA Media representative (“Account Manager”) to verify the number of Domains you will license, secure the domain-specific code for each Domain, and to set up the Product for each. After purchase, you are responsible for contacting the KA Media Account Manager to schedule a call and verify that we have received payment, set up your Product, and deliver the Product code.
2.3. Adding, Removing, or Changing Your Licensed Domains. If you wish to add, remove, or change your Licensed Domains, you must let your Account Manager know. You will need to create a new Order for additional Product licenses. If (and only if) you have purchased a block of Domain licenses, you may hold unused licenses for new Domains, or after removing the code from one Domain, apply it to another Domain. You may not reuse a Product license or apply it to more than one Domain.
3. Rights and responsibilities
3.1. Reselling and Reimbursement. You do not have the right to resell Product to your end users, clients, or customers. If (and only if) you have purchased a block of codes to be used on websites developed for your clients and/or customers, whether free or for a fee, you may, with approval, charge a reimbursement fee for your End Users. You must request approval from KA Media for this use case. You agree that our responsibilities and liabilities do not extend to your end users, nor to the internal management or administration of the Products used on these Domains.
3.2. Responsibility for End Users. We will only provide the Product codes to you, the person executing the Order, or your authorized representative, and only the codes for which you have paid the applicable fees, and only for such Domains as are registered to use the Product. You are responsible for compliance with these Terms by all End Users for all Domains, including for any payment obligations. Please note that you are responsible for the activities of all your End Users, including Orders they may place and how End Users use the code for your Licensed Domains, even if those End Users are not from your organization or domain. You are responsible for any damages or liabilities resulting from End Users’ failure to comply with any and all Terms in this Agreement.
3.3. Code. You agree to require that all End Users, technical personnel, and other individuals keep the Product Code for all subscriptions, whether individual or bulk, strictly confidential and do not share such information with any unauthorized person. Domain codes are licensed for a single Domain only and may not be shared. You are responsible for any and all actions taken using Domain codes, and you agree to immediately notify us of any unauthorized use of which you become aware.
3.4. Domain Name Ownership. We may verify that you own or control the domains that you license for use of the Product. If you do not own or control the domain you specify, then we will have no obligation to provide you with the Product or Product codes.
4. What’s included in your Product subscriptions; what are the restrictions?
4.1. Access to Product. Subject to these Terms and during the applicable Subscription Term, you may access and use the Product for your own domains, whether for business purposes or personal use, as applicable, in accordance with these Terms, the KA Media Software License Agreement, and the applicable Order. This includes the right, as part of your authorized use of the Products, to add the Product code to your website. The rights granted to you in this Section 4.1 are non-exclusive, non-sublicensable, and non-transferable.
4.2. Support. During the Subscription Term, we will provide Support for the Product in accordance with the KA Media Software License Agreement (to the extent applicable), and the applicable Order.
4.3. Restrictions. Except as otherwise expressly permitted in these Terms, you will not: (a) reproduce, modify, adapt or create derivative works of the Product; (b) rent, lease, distribute, sell, sublicense, transfer or provide access to the Product to a third party; (c) use the Product for the benefit of any third party; (d) incorporate the Products into a product or service you provide to a third party (except as covered in Section 3.1 above (Reselling and Reimbursement); (e) interfere with or otherwise circumvent mechanisms in the Product or Terms intended to limit your use; (f) reverse engineer, disassemble, decompile, translate or otherwise seek to obtain or derive the source code, underlying ideas, algorithms, file formats or non-public APIs to the Product; (g) remove or obscure any proprietary or other notices contained in the Product; (h) use the Cloud Products for competitive analysis or to build competitive products; (i) publicly disseminate information regarding the performance of the Product; or (j) encourage or assist any third party to do any of the foregoing.
5. Terms that apply to your data
5.1. Privacy. We collect certain data and information about you and your Domains in connection with your set-up and use of the Products and otherwise in connection with these Terms. We collect and use all such data and information in accordance with our Privacy Policy, which you acknowledge.
5.2. Your Data Compliance Obligations. You and your use of Product (including use by your End Users) must comply at all times with these Terms, the KA Media Software License Agreement, and all Laws. You are responsible for all data compliance obligations for your business, Software, and Domains, including those that are licensed for the use of this Product. We assume no responsibility or liability for Your Data, and you are solely responsible for Your Data and the consequences of submitting and using it on your website.
5.3. Third-party providers. We are not responsible for any access to or use of Your Data by third-party providers or their products or services, or for the security or privacy practices of any third-party provider or its products or services. You are solely responsible for your decision to permit any third-party provider or third-party product or service to use Your Data. It is your responsibility to carefully review the agreement between you and the third-party provider, as provided by the applicable third-party provider. WE DISCLAIM ALL LIABILITY AND RESPONSIBILITY FOR ANY THIRD-PARTY PRODUCTS OR SERVICES (WHETHER SUPPORT, AVAILABILITY, SECURITY, OR OTHERWISE) OR FOR THE ACTS OR OMISSIONS OF ANY THIRD-PARTY PROVIDERS OR VENDORS.
6. Additional Services
6.1. Additional Services. Subject to these Terms, you may purchase Additional Services that we will provide to you pursuant to the applicable Order. Additional Services may be subject to additional policies and terms as specified by us at the time of the Order.
6.2. Our Deliverables. We will retain all right, title, and interest in and to Our Deliverables (if applicable). You may use any of Our Deliverables provided to you only in connection with the Product, subject to the same usage rights and restrictions as for the Product. For clarity, Our Deliverables are not considered the Product, and the Product is not considered to be Our Deliverables.
6.3. Training Not Covered. Your purchase and our provision of Training are subject to the Terms and Policies associated with that Training, which will be a separate agreement.
7. Billing, renewals, and payment
7.1. Monthly and Annual Plans. The Product is offered on a monthly subscription basis. If you prefer an annual subscription, you may request it from your Account Manager.
7.2. Renewals. Except as otherwise specified in your Order, unless either party cancels your subscription prior to expiration of the current Subscription Term, your subscription will automatically renew for another Subscription Term of a period equal to your initial Subscription Term. You will provide any notice of non-renewal by contacting your Account Manager or our support team. Canceling your subscription means that you will not be charged for the next billing cycle, but you will not receive any refunds or credits for amounts that have already been charged. All renewals are subject to the Product continuing to be offered and will be charged at the then-current rates.
7.3. Adding Domains. You may license more Domains by placing a new Order or modifying an existing Order. Unless otherwise specified in the applicable Order, we will charge you for any increased use at our then-current rates, prorated for the remainder of the then-current Subscription Term.
7.4. Payment. You will pay all fees in accordance with each Order, by the due dates, and in the currency specified in the Order. Other than as expressly set forth in these Terms, all amounts are non-refundable, non-cancelable, and non-creditable. You agree that we may bill your credit card or other payment method for renewals, additional Domains, and unpaid fees, as applicable.
8. Changes to the Product
You acknowledge that the Product is a subscription-based product and that in order to provide improved customer experience, we may make changes to the Product, and we may update the applicable Documentation accordingly. Subject to our obligation to provide Products and Additional Services under existing Orders, we can discontinue the Product, any Additional Service, or any portion or feature of the Product for any reason at any time without liability to you.
9. Definitions
“AXL” is the name of the Product itself, also referred to as the widget.
“Additional Services” means premium support or other services related to the Product, as identified in an Order. For clarity, Additional Services do not include the standard level of support included in your subscription.
“Affiliate” means an entity which, directly or indirectly, owns or controls, is owned or is controlled by or is under common ownership or control with a party, where “control” means the power to direct the management or affairs of an entity, and “ownership” means the beneficial ownership of greater than 50% of the voting equity securities or other equivalent voting interests of the entity. For example, Jcurve Agency is an affiliate of KA Media.
“Domain” refers to the website (whether a primary website or subdomain website) that the Product is used on.
“End User” means an individual that uses the Product or Offer developed and sold by an entity. End User describes (a) individuals who interact with your website, (b) customers or clients who use a website or software product developed by any entity, (c) people invited by your End Users.
“End User Account” means an account established by you or an End User to enable the End User to use or access a Cloud Product.
“Laws” means all applicable local, state, federal, and international laws, regulations, and conventions, including those related to data privacy and data transfer, international communications, and the exportation of technical or personal data.
“Licensed Domain” refers to the website you have licensed to carry the Product Code. To be licensed, you will have paid for a unique Product Code for that domain and have it registered with KA Media or an Affiliate.
“Notification Email Address” means the email address(es) you used to register or sign up for the Product account. It is your responsibility to keep your email address(es) valid and current so that we are able to send notices, statements, and other information to you.
“Order” refers to KA Media’s or an Affiliate’s applicable online order page(s) and receipt(s) or confirmation(s) of purchase describing the products and services you are ordering from us. As applicable, the Order will identify: (i) the Products, (ii) the number of Domains, Subscription Term, the domain(s) associated with your use of Product, or other scope-of-use parameters, and (iii) (for paid Orders) the amount or rate you will be charged, the billing and renewal terms, applicable currency, and form of payment. Orders may also include Additional Services and No-Charge Products.
“Our Deliverables” means any materials, deliverables, modifications, derivative works, or developments that we provide in connection with any Additional Services.
“Product Code” means the snippet of code given to you by KA Media after purchasing a Product, which you add to your website to enable the Product.
