Terms and Conditions for Axelleris
Last Updated: December, 5 2023
These Terms and Conditions (“Terms”) constitute a legally binding agreement between Axelleris, hereinafter referred to as the “Company” or “We,” and the users of the Skills Management System (SMS), hereinafter referred to as “Client” or “You” or “Your”.
By accessing or using the SMS, Client acknowledges that you have read, understood, and agree to comply with and be bound by these Terms. If Client do not agree with these Terms, please do not access or use the SMS.
“Service” means the Company Skills Management System (SMS), a wholly Company owned proprietary Internet-based software application for the administration, management of skills, learning paths, and evaluations. The “Service” includes all related software and components but excluding Third Party Applications, as provided by the Company, and which are agreed to purchase by Client
1. License Grant, Access, Use and Restrictions
1.1 Company grants the Client a non-exclusive, non-transferable right to use the Software for its internal business operations.
1.2 The Client shall not (i) license, sub-license, sell, re-sell, transfer, or distribute the Software, (ii) modify or make derivative works based upon the Software, or (iii) reverse engineer or access the Software to build a competitive product.
1.3. To access and use the SMS, the Client is required to have an account created by the Company. Client agree to provide accurate and complete information during the registration process and to update your information as necessary to keep it accurate.
1.4. Client is responsible for maintaining the confidentiality of your account credentials, including your username and password. You are solely responsible for any activity that occurs under your account.
1.5. Client agree to notify us immediately of any unauthorized use of your account or any other breach of security.
1.6. Using the SMS for any commercial or advertising purposes without our express written consent.
1.7. Harassing, threatening, or otherwise harming other users or the Company.
1.8. Attempting to gain unauthorized access to user accounts or any other restricted areas of the SMS.
1.9. Sharing your account credentials with others or allowing others to access the SMS using your account
2. Client Responsibilities
2.1. Client will use the SMS in compliance with your applicable local, regional, national, and international laws, rules and regulations and in accordance with these Terms.
2.2. Client shall not, personally or via third-party authorization, (i) use the Service to upload or distribute any content that is unlawful, fraudulent, defamatory, abusive, contains viruses, or is otherwise objectionable as reasonably determined by Company (ii) resell, reproduce, duplicate or exploit any part of the SMS without Company express written permission; or (iii) use any robot, spider, another automated or manual process to monitor or copy any content from the Company software.
2.3. Client will not engage in any activities that disrupt or interfere with the SMS’s functionality or security.
3. Intellectual Property
3.1. Ownership and Rights: The Company asserts its ownership and declares its exclusive rights, titles, and interests in and to the Software (hereinafter referred to as “Software”), including but not limited to all intellectual property rights associated therewith. These rights are acknowledged to be unique, original, and a product of the Company’s own creation and innovation.
3.2. International Protection and Compliance: The Company’s intellectual property rights in the Software are protected under the applicable intellectual property laws of [Insert Country of Origin] and are in compliance with relevant international agreements and treaties, including but not limited to the Berne Convention for the Protection of Literary and Artistic Works, the Agreement on Trade-Related Aspects of Intellectual Property Rights (TRIPS), and the Paris Convention for the Protection of Industrial Property.
3.3. Registration and Enforcement: The Company endeavors to register and enforce its intellectual property rights in jurisdictions worldwide, where applicable and feasible. Such registration enhances the protection and enforcement of these rights under the local laws of those jurisdictions, acknowledging however that the scope and extent of protection may vary by country.
3.4. Prohibition of Unauthorized Use: No entity or individual shall, without the prior written consent of the Company, use, reproduce, modify, distribute, display, or otherwise exploit the Software or any part thereof, in any manner that infringes upon the Company’s intellectual property rights.
3.5. Jurisdiction and Governing Law: This clause shall be governed by and construed in accordance with the laws of Canada without regard to its conflict of law principles. Furthermore, the Company reserves the right to seek remedies and enforce its rights to the fullest extent permitted by the laws of any jurisdiction where infringement or violation of its intellectual property rights occurs.
3.6. Amendments and Modifications: The Company reserves the right to amend or modify this clause as necessary to comply with changes in applicable laws, international treaties, or the evolving nature of its Software and associated intellectual property.
3.7. Severability: If any part of this clause is found to be invalid, illegal, or unenforceable, the remainder of the clause will continue in effect as if such invalid, illegal, or unenforceable part was never a part of the clause.
3.8. All content provided on the SMS, including text, graphics, logos, images, audio, video, and other materials, is the property of the Company or its licensors and is protected by copyright and other intellectual property laws.
3.9. Client may use the SMS for its own internal use only. Client may not reproduce, distribute, or publicly display any content from the SMS without prior written permission from the Company.
3.10 Company shall have a royalty-free, worldwide, transferable, sub-licensable, irrevocable, perpetual license to use or incorporate into the SMS any suggestions, enhancement requests, recommendations or other feedback provided by Client, including Users, relating to the operation of the SMS.
4. User Content
4.1. You may have the opportunity to submit or upload content to the SMS, including comments, feedback, and user-generated content. Client exclusively retains all right, title and interest in and to all of Client content and data.
By submitting such content, you grant the Company a non-exclusive, worldwide, royalty-free license to use, reproduce, and distribute your content for the purpose of operating, monitoring, analyzing and providing technical support to the SMS.
4.2. You are solely responsible for the content you submit and any consequences that may arise from it.
5. Privacy Policy
5.1. Our collection and use of personal information is governed by our Privacy Policy, which is incorporated into these Terms by reference.
6. Termination
6.1. Termination by You
6.1.1. You may terminate your account and access to the SMS with thirty days written notice at any time. Upon termination, your account will be deactivated, and you will no longer have access to the SMS.
6.1.2. In the event of account termination initiated by you, any applicable subscription fees will not be refunded, and you will remain responsible for any outstanding fees due to the Company.
6.2. Termination by the Company
6.2.1. The Company reserves the right to terminate or suspend your account and access to the SMS for justifiable reasons, including but not limited to the following:
– Violation of these Terms and Conditions.
– Unlawful activities or content shared within the SMS.
– Non-payment of applicable fees or charges.
– Disruption of the SMS’s functionality or security.
– Violation of the intellectual property rights of the Company or third parties.
– Legal or regulatory requirements.
6.2.2. In the event of account termination initiated by the Company, we will make reasonable efforts to notify you, unless circumstances prevent us from doing so. However, we are not obliged to provide prior notice in cases of immediate threats to the SMS’s security or integrity.
6.2.3. In the case of termination by the Company, you will be entitled to a prorated refund of any prepaid, unused subscription fees, if applicable.
6.3. Effect of Termination
6.3.1. Upon termination, your right to access and use the SMS will cease immediately, and you must cease using the platform.
6.3.2. Sections of these Terms that, by their nature, should survive termination, including but not limited to sections related to intellectual property, disclaimers, and limitations of liability, will remain in effect.
7. Modifications to Terms
7.1. The Company reserves the right to update, modify, or change these Terms at any time. Your continued use of the SMS following such changes constitutes your acceptance of the revised Terms.
8. Billing, Plans Modifications and Payments
8.1 By providing your payment information and subscribing to a paid plan, you authorize the Company to charge the specified fees to your selected payment method, including credit card or other payment options.
8.2. All fees are non-refundable unless otherwise expressly stated. You are responsible for any applicable taxes and other charges incurred as a result of your use of the LMS.
8.3. The Company may use third-party payment processors to facilitate payments. The processing of payments is subject to the terms and privacy policies of these processors.
8.4 Unless agreed otherwise, Client yearly subscription renews each year automatically until terminated in accordance with this agreement and Order Form.
8.5 Client may increase the number of user licenses in your account and will be billed for the incremental increases based on Our agreed and signed per-user price.
8.6 If You fail to pay the invoice within our net 30 days period of receipt of the email, Client access to the SMS may be suspended until you contact Company and pay any outstanding invoices.
8.7 The prices for Your subscription may be annually adjusted to compensate for increasing running costs (within reason). These price adjustments will be communicated to You in textual form and shall not apply to any periods that You have already paid for. If the price increase is more than 5% of the previous price, Client may object within two weeks of notification. Any change in price resulting from a change in the scope of features or the number of employees to be administered shall not be considered a price adjustment within the meaning of section 8.6.
9. Disclaimers and Limitations of Liability
9.1. The SMS is provided on an “as-is” and “as-available” basis. The Company makes no warranties regarding the accuracy, completeness, or availability of the SMS.
9.2. The Company shall not be liable for any direct, indirect, incidental, special, or consequential damages arising out of or in any way connected with your use of the SMS.
10. Contact Information
If you have any questions or concerns regarding these Terms and Conditions, please contact us at support@axelleris.com
By using the Skills Management System, you agree to abide by these Terms and Conditions. Thank you for choosing our company for your skills management needs.