How AXIOM QX works, what we're responsible for, and what you can expect.
IMPORTANT: PLEASE READ THIS AGREEMENT CAREFULLY. BY ACCESSING OR USING THE AXIOM QX PLATFORM, CONTINUING TO USE THE PLATFORM, SUBMITTING ANY INFORMATION THROUGH THE PLATFORM, OR DOWNLOADING OR USING THE APPLICATION, YOU INDICATE THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT AND ACCEPT AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT USE THE PLATFORM.
THIS AGREEMENT CONTAINS AN ARBITRATION PROVISION IN SECTION 16 THAT REQUIRES RESOLUTION OF DISPUTES ON AN INDIVIDUAL BASIS THROUGH FINAL AND BINDING ARBITRATION. BY ENTERING INTO THIS AGREEMENT, YOU EXPRESSLY ACKNOWLEDGE THAT YOU ARE WAIVING YOUR RIGHT TO A JURY TRIAL AND YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION.
The following Terms and Conditions Agreement (together with an applicable Order Form issued hereunder, collectively, the "Agreement"), effective on the date use of the Solution first commences ("Effective Date"), is between you and AXIOM QX INC, a New Jersey corporation, its affiliates, and its subsidiaries (collectively, "AXIOM"). Customer's use of the Solution is subject to this Agreement and to the Policies (as defined below). By using any part of the Solution, Customer agrees to comply with the Policies, which are hereby incorporated into and made part of this Agreement by reference. AXIOM will provide copies of the current Policies to Customer upon request.
"Application" means the AXIOM QX web application accessible at app.axiomqx.com and any associated mobile or desktop interfaces.
"Authorized User" means any individual permitted by Customer to access and use the Solution under Customer's account.
"Customer" means the individual or legal entity that has entered into this Agreement with AXIOM.
"Customer Content" means all data, information, files, documents, and other content submitted by or on behalf of Customer or its Authorized Users to or through the Solution, including data stored in Customer's connected Smartsheet account.
"Order Form" means a document or online order specifying the Solution, subscription tier, fees, and term applicable to Customer's use of the Solution.
"Policies" means AXIOM's Acceptable Use Policy, Cookie Policy, Data Processing Agreement, Service Level Objectives, Security Controls Documentation, and Incident Response Plan, each as updated from time to time and made available to Customer upon request.
"Portal" means the client-facing or subcontractor-facing web portal generated by the Solution for viewing project information.
"Portal PIN" means the numeric access code set by Customer to control access to a Portal.
"Portal User" means any individual granted access to a Portal by Customer, including but not limited to homeowner clients and subcontractors.
"Solution" means the AXIOM QX platform, including the Application, APIs, Portals, and all related services, features, and functionality provided by AXIOM.
"Smartsheet Integration" means the connection between the Solution and Customer's Smartsheet account via OAuth 2.0 authorization.
Subject to the terms and conditions of this Agreement and in consideration of the fees specified in any Order Form, AXIOM hereby grants Customer a worldwide, non-exclusive, non-transferable, non-sublicensable right to access and use the Solution during the applicable subscription term solely for Customer's internal business operations.
Customer shall not (a) make the Solution available to, or use the Solution for the benefit of, anyone other than Customer and its Authorized Users; (b) rent, sublicense, resell, assign, transfer, distribute, time share, or similarly exploit the Solution; (c) reverse engineer, disassemble, decompile, create derivative works from, copy, modify, adapt, or hack the Solution, or otherwise attempt to gain unauthorized access to the Solution or its related systems or networks; (d) publicly display or distribute the Solution, including but not limited to distribution of screenshots, screen captures, or videos of the Solution without AXIOM's prior written consent; (e) access the Solution or AXIOM's confidential information to build a competitive product or service; (f) alter, hide, or remove any proprietary trademark or copyright markings incorporated in or affixed to the Solution; (g) allow Authorized User credentials to be shared or used by more than one individual; or (h) use the Solution in any manner that violates applicable law or regulation.
Customer shall designate one or more Authorized Users as account administrators. AXIOM is entitled to rely on communications from an administrator when servicing Customer's account. Customer is solely responsible for all activity under its account credentials.
Use of the Solution is subject to AXIOM's Acceptable Use Policy, which sets out prohibited activities and permissible use of the Services. The Acceptable Use Policy is incorporated into this Agreement and is available to Customer upon request.
Customer authorizes AXIOM to access Customer's Smartsheet account via OAuth 2.0 to read and write project data on Customer's behalf as necessary to provide the Solution. Customer may revoke this authorization at any time by disconnecting the Smartsheet Integration through the Solution.
AXIOM operates on a zero-data-custody architecture. All project data, documents, and files reside in and are controlled by Customer's Smartsheet account. AXIOM does not persistently store Customer Content. When Customer disconnects the Smartsheet Integration, no project data remains in AXIOM's systems.
The Solution requires a valid Smartsheet subscription with appropriate permissions. AXIOM is not responsible for Smartsheet availability, API changes, pricing modifications, or service interruptions. Customer is responsible for maintaining its Smartsheet subscription independently of this Agreement.
Customer is solely responsible for managing access to Portals, including setting, maintaining, and distributing Portal PINs. Customer shall ensure that Portal access is limited to authorized individuals and shall change Portal PINs promptly when an authorized individual's access should be revoked.
Files uploaded through Portals are validated by AXIOM's security controls (including MIME type verification, magic byte inspection, filename sanitization, and executable detection) and forwarded to Customer's Smartsheet account. AXIOM does not retain copies of uploaded files after forwarding. Customer acknowledges that AXIOM exercises momentary custody of uploaded files during the validation and forwarding process.
AXIOM implements rate limiting, PIN verification, and automated threat response on Portal endpoints. In the event of repeated unauthorized access attempts, AXIOM may automatically disable a Portal PIN and notify Customer. Customer is responsible for re-enabling the Portal and setting a new PIN.
Subcontractor Portals provide read-only access to project information. Subcontractors cannot modify project data, upload files, or access Customer account information through Subcontractor Portals.
Customer shall pay the subscription fees specified in the applicable Order Form. Fees are billed monthly through Stripe via AXIOM's billing integration. All fees are quoted in U.S. dollars.
All fees are non-refundable except as expressly required by applicable law. No refunds will be issued for unused subscription periods, partial months, or early termination.
AXIOM reserves the right to modify subscription pricing upon thirty (30) days' prior written notice to Customer. Modified pricing will take effect at the start of the next billing period following the notice period.
Overdue fees may accrue interest at the rate of 1.5% per month or the maximum rate permitted by law, whichever is less. AXIOM may suspend access to the Solution for any account with fees overdue by more than fifteen (15) days.
6.1 Customer warrants that (a) this Agreement is legally binding upon it and enforceable in accordance with its terms; (b) it has obtained all legally and contractually required consents and permissions for the transfer, submission, and processing of any data submitted through the Solution, including Customer Content and Portal User information; (c) Customer Content does not and will not violate any applicable law or regulation or infringe any third-party intellectual property, privacy, or other rights; and (d) Customer holds all necessary licenses, permits, and authorizations to conduct its construction business.
6.2 Customer is solely responsible for (a) the accuracy and completeness of all Customer Content; (b) ensuring compliance with all applicable construction industry regulations; (c) managing relationships with Portal Users; and (d) backing up its own Smartsheet data independently of AXIOM's services.
The Solution, including its software, source code, algorithms, architecture, user interface, design, documentation, and all improvements, modifications, and derivative works thereof, is the exclusive property of AXIOM QX INC. AXIOM QX technology is patent-pending. Nothing in this Agreement grants Customer any ownership interest in the Solution.
As between Customer and AXIOM, Customer retains all rights, title, and interest in and to Customer Content. AXIOM claims no ownership of Customer Content. Customer grants AXIOM a limited, non-exclusive license to access, process, display, and transmit Customer Content solely as necessary to provide the Solution.
If Customer provides suggestions, feature requests, or other feedback regarding the Solution, AXIOM may use such feedback without restriction or obligation to Customer.
8.1 Each party agrees to treat as confidential all non-public information disclosed by the other party that is designated as confidential or that reasonably should be understood to be confidential ("Confidential Information").
8.2 Neither party shall disclose the other party's Confidential Information to any third party except as necessary to perform its obligations under this Agreement, and only to individuals bound by confidentiality obligations no less protective than those herein.
8.3 Confidential Information does not include information that (a) is or becomes publicly available through no fault of the receiving party; (b) was known to the receiving party prior to disclosure; (c) is independently developed without use of the disclosing party's Confidential Information; or (d) is required to be disclosed by law, provided the receiving party gives prompt notice.
9.1 Customer's use of the Solution is governed by AXIOM's Privacy Policy, available at https://axiomqx.com/privacy. By using the Solution, Customer consents to the collection and use of information as described in the Privacy Policy.
9.2 AXIOM processes Customer data as a data processor on behalf of Customer (data controller) as described in the Data Processing Agreement, available to Customer upon request.
9.3 AXIOM implements technical and organizational security measures as described in the Security Controls Documentation, available to Customer upon request. AXIOM may update these measures from time to time, provided that updates do not materially reduce the overall level of security.
THE SOLUTION IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. AXIOM EXPRESSLY DISCLAIMS ALL WARRANTIES, CONDITIONS, AND TERMS OF ANY KIND, WHETHER EXPRESS OR IMPLIED BY STATUTE, COMMON LAW, OR CUSTOM, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. AXIOM MAKES NO WARRANTY THAT (i) THE SOLUTION WILL MEET CUSTOMER'S REQUIREMENTS; (ii) THE SOLUTION WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (iii) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL OBTAINED THROUGH THE SOLUTION WILL MEET CUSTOMER'S EXPECTATIONS; OR (iv) ANY ERRORS IN THE SOLUTION WILL BE CORRECTED.
11.1 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL AXIOM QX INC, ITS AFFILIATES, SUBSIDIARIES, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, SUCCESSORS, OR ASSIGNS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE USE OF OR INABILITY TO USE THE SOLUTION, REGARDLESS OF THE THEORY OF LIABILITY AND EVEN IF AXIOM HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
11.2 AXIOM'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNT PAID BY CUSTOMER TO AXIOM FOR THE SOLUTION DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
11.3 THE LIMITATIONS IN THIS SECTION SHALL APPLY NOTWITHSTANDING ANY FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDY PROVIDED HEREIN.
Customer agrees to indemnify, defend, and hold harmless AXIOM QX INC, its officers, directors, employees, agents, affiliates, successors, and assigns from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorney's fees) arising out of or relating to (a) Customer's use of the Solution; (b) Customer's violation of this Agreement; (c) Customer's violation of any applicable law, regulation, or third-party right; (d) any Customer Content submitted through the Solution; (e) any Portal User's use of a Portal; or (f) any dispute between Customer and a Portal User, subcontractor, or other third party.
AXIOM shall indemnify, defend, and hold harmless Customer from and against any third-party claim that the Solution, as provided by AXIOM, infringes a valid United States patent, copyright, or trademark, provided that Customer gives AXIOM prompt written notice of such claim and reasonable cooperation in the defense thereof.
This Agreement commences on the Effective Date and continues for the subscription term specified in the applicable Order Form, automatically renewing for successive periods of equal length unless either party provides written notice of non-renewal at least thirty (30) days prior to the end of the then-current term.
Either party may terminate this Agreement immediately upon written notice if the other party (a) materially breaches this Agreement and fails to cure such breach within thirty (30) days after receiving written notice; or (b) becomes insolvent, files for bankruptcy, or ceases operations.
Either party may terminate this Agreement for any reason upon thirty (30) days' prior written notice.
Upon termination: (a) Customer's access to the Solution will be revoked; (b) all outstanding fees become immediately due and payable; (c) Customer's account configuration data will be deleted from AXIOM's systems within thirty (30) days; (d) Customer Content in Customer's Smartsheet account will be unaffected; and (e) Sections 7, 8, 10, 11, 12, 14, and 16 shall survive termination.
14.1 This Agreement shall be governed by and construed in accordance with the laws of the State of New Jersey, without regard to its conflict of law provisions.
14.2 Subject to Section 16 (Arbitration), any legal action or proceeding arising under this Agreement shall be brought exclusively in the state or federal courts located in Passaic County, New Jersey, and each party hereby consents to the personal jurisdiction and venue therein.
Neither party shall be liable for any failure or delay in performing its obligations under this Agreement (other than payment obligations) to the extent such failure or delay results from circumstances beyond the party's reasonable control, including but not limited to acts of God, natural disasters, pandemic, war, terrorism, riots, government action, power failure, internet or telecommunications failure, or failure of third-party services (including Smartsheet, Clerk, Stripe, or hosting providers).
PLEASE READ THIS SECTION CAREFULLY AS IT AFFECTS YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT.
Any dispute, claim, or controversy arising out of or relating to this Agreement, or the breach, termination, enforcement, interpretation, or validity thereof, shall be determined by binding arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules.
The arbitration shall take place in Passaic County, New Jersey, or at another mutually agreed location. The arbitration may be conducted by videoconference if agreed by both parties.
BY ENTERING INTO THIS AGREEMENT, EACH PARTY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO A JURY TRIAL IN CONNECTION WITH ANY DISPUTE ARISING UNDER OR RELATED TO THIS AGREEMENT.
ALL DISPUTES SHALL BE RESOLVED ON AN INDIVIDUAL BASIS. NEITHER PARTY SHALL HAVE THE RIGHT TO HAVE A DISPUTE HEARD AS A CLASS ACTION, REPRESENTATIVE ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION, OR IN ANY PROCEEDING IN WHICH EITHER PARTY ACTS OR PROPOSES TO ACT IN A REPRESENTATIVE CAPACITY.
Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property rights or Confidential Information.
17.1 Entire Agreement. This Agreement, including the Policies incorporated by reference, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous agreements, representations, and understandings.
17.2 Amendments. AXIOM may modify this Agreement at any time by posting the modified terms at https://axiomqx.com/terms. Material changes will be communicated via email or platform notification at least thirty (30) days before taking effect. Customer's continued use of the Solution after the effective date constitutes acceptance.
17.3 Assignment. Customer may not assign or transfer this Agreement without AXIOM's prior written consent. AXIOM may assign this Agreement in connection with a merger, acquisition, or sale of all or substantially all of its assets.
17.4 Severability. If any provision is held invalid or unenforceable, the remaining provisions continue in full force.
17.5 Waiver. Failure to enforce any right or provision shall not constitute a waiver.
17.6 Notices. All notices shall be in writing and delivered by email (with confirmation) or nationally recognized overnight courier.
17.7 Independent Contractors. The parties are independent contractors. Nothing creates a partnership, joint venture, agency, or employment relationship.
17.8 No Third-Party Beneficiaries. This Agreement is for the sole benefit of the parties and does not confer rights upon any third party.
17.9 Competitor Access. Customer shall not permit a direct competitor to AXIOM to access or use the Solution for monitoring, evaluating, benchmarking, or competitive analysis.
AXIOM QX INC
legal@axiomqx.com
security@axiomqx.com
support@axiomqx.com
https://axiomqx.com
AXIOM QX INC - Quality Execution in Construction Operations