Website Customer Service Terms of Use
Welcome to the FCFBA, LLC d/b/a Axiom Prep (collectively hereinafter “Axiom”, “we”, “us”, and “our”) Website (the “Site”). (Note: “Site” as used herein shall include https://axiomprepcenter.com and all associated pages contained thereon.) Please review the following basic terms that govern your use of this Site (this “Agreement” or “Terms of Use”). This Site is operated and controlled by Axiom. All uses of the Axiom Website are subject to the following terms and conditions. Axiom grants you permission to view this Site and to download and print individual pages from this Site and, if applicable, obtain information, communicate with Axiom, request a quote, or login to this Site for your own personal or business use, provided that you agree to and accept without modification the notices, terms and conditions set forth in this Agreement. You may not modify, copy (except as set forth in the preceding sentence), distribute, transmit, display, perform, reproduce, publish, license, create derivative works from, transfer or sell any information, material, software, products or services from this Site. No right title or interest in any downloaded materials is transferred to you as a result of any such downloading, copying or printing.
Your access or other use of this Site shall constitute your agreement and acceptance without modification of the notices, terms and conditions set forth herein (“Terms & Conditions”). Any person or entity who interacts with the Site through the use of crawlers, robots, browsers, data mining or extraction tools, or other functionality, whether such functionality is installed or placed by such person or entity or a third party, is considered to be using the Site. In addition, as a condition of your use of this Site, you represent and warrant to Axiom that you will not use this Site for any purpose that is unlawful, immoral or prohibited by these terms, conditions and notices. If you do not agree and accept (or cannot comply) without modification to the notices, terms and conditions set forth herein, do not use this Site. If at any time you cease to agree with these terms and conditions, you must immediately cease using the Site. Certain areas within this Site may be governed by additional terms and conditions (“Additional Terms”) with such Additional Terms identified herein or on the Site. Other than this Agreement, including any Additional Terms, Axiom will not enter into any agreement with you or have any obligation to you through this Site and no attempt to create such an agreement or obligation will be effective.
Use of this Site
By accepting these Terms of Use through your use of the Site, you certify that you are eighteen (18) years of age or older. If you are under eighteen (18), you may use the Site only with involvement of a parent or guardian. Axiom reserves the right to refuse service, remove or edit content in their sole discretion.
All content or materials on this Site, including, but not limited to, images, text, illustrations, designs, icons, photographs, graphics, logos, programs, music clips or downloads, video clips, audio clips, data, software, and all other materials that are part of this Site (collectively, the “Contents”) is owned, licensed, or used with permission by Axiom. Axiom grants to you a limited license to access and make use of the Site and its Contents. You may download, order, or copy the Contents and other downloadable materials displayed on the Site for your personal, noncommercial use only and only in any manner permitted in the normal use and operation of the Site. No right, title or interest in any downloaded materials or software is transferred to you as a result of any such downloading, ordering or copying. You may not reproduce (except as noted above), publish, transmit, distribute, display, modify, create derivative works from, sell or participate in any sale of or exploit in any way, in whole or in part, any of the Contents, the Site or any related software. All software used on this Site is the property of Axiom or its suppliers and protected by U.S. and international copyright laws.
Disclaimers
The information and content provided on or accessed through this Site are intended for general, noncommercial informational purposes only, and do not constitute the provision of advice.
This Site is intended for use by individuals who are located within the United States. If you live outside the United States, you may see information on the Sites about products or therapies that are not authorized in your country.
Axiom does not recommend or endorse any specific company, products, equipment, services, opinions or other information that may be mentioned on the Site. Reliance on any information provided by Axiom, its employees, medical staff, and others appearing on the Site at the invitation of Axiom or other visitors or contributors to the Site is solely at your own risk.
Proper Use of This Site
This Site and its content are provided by Axiom solely to users over the age of 18. This website is not directed for use by children under the age of 18. Users under the age of 18 should get the assistance of a parent or guardian to use this site.
Site Security/Prohibited Uses
You are prohibited from violating or attempting to violate the security of the Site, including, without limitation;
(a) accessing data not intended for such user or logging onto a server or an account which the user is not authorized to access;
(b) attempting to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures without proper authorization;
(c) attempting to interfere with service to any user, host or network, including, without limitation, via means of submitting a virus to the Site, overloading, “flooding,” “spamming,” “mailbombing”, or “crashing;”
(d) sending unsolicited email, including promotions and/or advertising of products or services;
(e) forging any TCP/IP packet header or any part of the header information in any email or newsgroup posting;
(d) misrepresenting your identity or impersonating any other person or entity;
(e) using any device, software or routine to interfere or attempt to interfere with the proper working of this Site or any activity being conducted on this Site;
(f) restricting or inhibiting any person from using the Site and Platforms, disclosure of personal information obtain from the Site and Platforms or collecting information about users of the Site and platforms;
(g) reverse engineering, disassembling or decompiling any section or technology on the Site or attempting to do any of the forgoing;
(h) gaining unauthorized access to the site, to other users’ accounts, names, personally identifiable information or other information, or to other computers or websites connected or linked to the Site;
(i) accessing or attempt to access any portion of the Site to which you have not been explicitly granted access;
(j) use this Site in violation of any local, state, national or international laws;
(k) attempting to disable, “hack”, or otherwise interfere with the proper functioning of this Site;
(l) use of this Site as a means to distribute advertising or other unsolicited material to any third party;
(m) launching or using any automated system, including without limitation, “robots,” “spiders,” or “offline readers,” that access the Site in a manner that sends more request messages to our servicers in a given period of time than a human can reasonably produce in the same period by using a conventional browser;
(n) posting or otherwise transmitting any information or software that contains a virus, worm, time bomb, Trojan horse, or other harmful or disruptive component that may compromise the security of the Site;
(o) using the Site to violate the legal rights (including the rights of publicity and privacy) of others or violate the laws of any jurisdiction or location; or
(p) using or attempting to use any engine, software, tool, agent or other device or mechanism (including without limitation browsers, spiders, robots, avatars or intelligent agents) to navigate or search this Site other than the search engine and search agents available from Axiom on this Site and other than generally available third-party web browsers (e.g., Firefox, Internet Explorer, Chrome, or Safari).
Such conduct is unacceptable and may result in the termination of your use of the Site. If you use any part of the Site requiring secure access, you are responsible for maintaining the confidentiality of your account and password and for restricting access to your computer, and you agree to accept responsibility for all activities that occur under your account or password.
Violations of system or network security may result in civil or criminal liability. Axiom will investigate occurrences that may involve such violations and may involve, and cooperate with, law enforcement authorities in prosecuting users who are involved in such violations.
Content Information
You understand that by using this Site or any services provided on the Site, it is possible that you may encounter content that may be deemed by some to be offensive, indecent, or objectionable, which content may or may not be identified as such. You agree to use the Site and any service at your sole risk and that Axiom, and its affiliates shall have no liability to you for content that may be deemed offensive, indecent, or objectionable.
You agree that any content you may generate or add to or through the Site shall: be true and accurate; will comply with all applicable laws or regulations; not be submitted for any unlawful purpose; not violate the rights of any third party; not cause injury to any person or entity; not contain any profane or obscene content; not contain or be any form of malware, “spam”, or commercial solicitation; and, be in conformity with the Terms & Conditions contained herein. You will solely be responsible for any user generated content and Axiom assumes no liability for any content submitted by you.
Unlawful or Prohibited Uses of Site
Your use of this Site must comply with any and all applicable laws and shall not be for any unlawful purpose. You agree that your use or access of this Site shall be in accordance with the limited license granted to you in these Terms & Conditions. You warrant to Axiom that you shall not use this Site for any purpose that is unlawful or prohibited by these Terms & Conditions. You hereby agree to indemnify Axiom for any liability which may ensue as a consequence of your unlawful or prohibited use of this Site. The following are examples of prohibited or unlawful use of the Site or its contents: use or attempted commercial use of the Site or any content on the Site; conducting fraudulent activities on the Site; use of the Site to send any unauthorized communications to any third-party; attempting to access the Site and obtain personal information from any other users of the Site; attempts to restrict use or limit access to the Site; downloading or use of any content on the Site for any commercial nonpersonal purpose; use or attempt to use any software, engine, tool, data, agent, or other device or mechanism (including browsers, spiders, robots, avatars or intelligent agents) to navigate or search the Site other than the search engine and search agents provided by Axiom or generally publicly available browsers; any duplication of the Site or its contents for any commercial use; any data mining or extraction; any download or storage of Site content, except pursuant to the limited license granted by these Terms & Conditions; use of any meta tags or hidden text using any of Axiom’s intellectual property; any attempts to tamper with the Site’s use or functionality; any attempts to place any unauthorized advertisement on the Site; any attempt to alter, modify, reverse engineer, disassemble, or otherwise change any portion of the Site; use of the Site to harass, threaten, abuse, defame, stalk or otherwise infringe upon the legal rights of other; any breach or attempted breach of the privacy rights of others; and, the tampering or attempted tampering of these Terms & Conditions or the removal of any copyright, trademark, servicemark, or other proprietary rights notice from the Site.
Intellectual Property
The Site and its entire contents, features, and functionality (including but not limited to all information, software, text, displays, images, video, and audio, and the design, selection, and arrangement thereof) (collectively, “Content”) are owned by Axiom, its licensors, or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws.
All trademarks, service marks and logos or copyrights displayed and used on these Sites are the property of their respective owners. Nothing on the Sites should be construed as granting any right or license to use any trademark without the written permission of its owner. Any other use of the materials is strictly prohibited without the prior written permission of Axiom and the permission of the applicable rights holder(s). The content and design of the Site is protected by U.S. and international copyright laws. You may not copy, reproduce, republish, upload, post, display, transmit or frame any of these materials without prior written consent from the copyright owners, except that you may view, download, display and print a single copy of these materials on a single computer for personal, noncommercial use only, so long as: you do not alter or modify the materials in any way; you include all applicable notices and disclaimers (including copyright notices); and you do not use the materials in a way that suggests an association with Axiom.
User Reviews, Feedback, Submissions
For all reviews, comments, feedback, postcards, suggestions, ideas, forum posts, and other submissions disclosed, submitted or offered to Axiom on or through this Site, by e-mail, social media, telephone, or otherwise disclosed, submitted or offered in connection with your use of this Site (collectively, the “Comments”) you grant Axiom a royalty-free, irrevocable, transferable right and license to use the Comments however Axiom desires, including without limitation, to copy, modify, delete in its entirety, adapt, publish, translate, create derivative works from and/or sell and/or distribute such Comments and/or incorporate such Comments into any form, medium, or technology throughout the world.
Axiom will be entitled to use, reproduce, disclose, modify, adapt, create derivative works from, publish, display, and distribute any Comments you submit for any purpose whatsoever, without restriction and without compensating you in any way. Axiom is and shall be under no obligation (1) to maintain any Comments in confidence; (2) to pay to user any compensation for any Comments; or (3) to respond to any user Comments. You agree that any Comments submitted by you to the Site will not violate the terms in this Agreement or any right of any third party, including without limitation, copyright, trademark, privacy or other personal or proprietary right(s), and will not cause injury to any person or entity. You further agree that no Comments submitted by you to the Site will be or contain libelous or otherwise unlawful, threatening, abusive or obscene material, or contain software viruses, political campaigning, commercial solicitation, chain letters, mass mailings or any form of “spam”.
Axiom does not regularly review posted Comments but does reserve the right (but not the obligation) to monitor and edit or remove any Comments submitted to the Site. You grant Axiom the right to use the name that you submit in connection with any Comments. You agree not to use a false e-mail address, impersonate any person or entity, or otherwise mislead as to the origin of any Comments you submit. You are and shall remain solely responsible for the content of any Comments you make, and you agree to indemnify Axiom and its affiliates for all claims resulting from any Comments you submit. Axiom and its affiliates take no responsibility and assume no liability for any Comments submitted by you or any third party.
Indemnification
You agree to defend, indemnify and hold harmless Axiom and its affiliates, employees, directors, officers, agents, vendors, volunteers, members, representatives, and suppliers from and against any and all claims, damages, liabilities, losses, investigations, costs and expenses, including attorneys’ fees, arising from or related to your use of this Site or any breach or alleged breach by you of this Agreement, including the Terms & Conditions and any user content submitted by you and any violation of any laws, rules, regulations, codes, statutes, ordinances, or orders of any governmental or quasi-governmental authorities, you violation of the rights of any third party, including any intellectual property, publicity, confidentiality, property, or privacy rights, or any misrepresentations made by you. Axiom reserves the right to assume exclusive defense and control of any matter otherwise subject to indemnification by you and, in any case, you agree to cooperate with Axiom if and as requested in the defense and settlement of such matter.
Digital Millennium Copyright Act Notice
Procedure for Making and Responding to Claims of Copyright Infringement:
It is the policy of Axiom to respond to claims of copyright infringement. We will promptly process and investigate notices of alleged infringement by third parties and will take appropriate actions under the Digital Millennium Copyright Act, Title 17, United States Code, Section 512(c)(2) (the “DMCA”), where applicable.
Pursuant to the DMCA, notifications of claimed copyright infringement by third parties should be sent to Axiom’s Designated Agent. If you believe that your copyrighted work has been infringed under U.S. copyright law and is accessible on this Site, please notify us by contacting our Designated Agent. Even if you believe that the alleged infringing work was not posted by a third party, please send all notifications of claimed copyright infringement to Axiom’s Designated Agent listed below.
To be effective under the DMCA, notification of claims of copyright infringement by third parties must be a written communication to Axiom’s Designated Agent that includes the following:
Axiom’s Designated Agent for notice of claims of copyright infringement can be reached as follows:
By e-mail: support@axiomprepcenter.com
This contact information is only for reporting claims of copyright infringement. Contact information for other matters is provided elsewhere on this Site.
Upon receipt of a valid notification of alleged copyright infringement by a third party, Axiom shall remove or disable access to the material identified in the notice, forward the written notification to the alleged infringer, and take reasonable efforts to notify the alleged infringer that it has removed or disabled access to this material.
You should be aware that, under the DMCA, claimants who make misrepresentations concerning copyright infringement may be liable for any damages, including costs and attorneys’ fees, incurred by the alleged infringer or by Axiom, if injured by relying upon such misrepresentation in removing or disabling access to the material or activity claimed to be infringing.
If a notice of copyright infringement has been filed against you, you may file a counter notification with the Designated Agent at the address listed above.
To be effective, a counter notification must be a written communication provided to Axiom’s Designated Agent that includes the following:
If Axiom receives a valid counter notification, it shall provide the complainant with a copy of the counter notification, inform the complainant that it will replace the removed material or cease disabling access to it in 10 to 14 days from receipt of the counter notification, and replace the removed material or cease disabling access to it in 10 to 14 business days, provided that Axiom has not received notice from the complainant that an action has been filed seeking a court order to restrain the alleged infringer from engaging in infringing activity relating to the material on Axiom’s system.
You should be aware that the DMCA provides substantial penalties for a false counter notice filed in response to a notice of copyright infringement. Claimants who make misrepresentations in the counter notification statement may be liable for any damages, including costs and attorneys’ fees, incurred by any copyright owner or copyright owner’s authorized licensee, or by Axiom, if injured by relying upon such misrepresentation in replacing the removed material or ceasing to disable access to it.
Termination/Survival
These Terms of Use are effective unless and until terminated by either you or Axiom. You may terminate these Terms of Use at any time, provided that you discontinue any further use of this Site. Axiom also may terminate these Terms of Use at any time and may do so immediately without notice, and accordingly deny you access to the Site, if in Axiom’s sole discretion, you fail to comply with any term or provision of these Terms of Use. Upon any termination of these Terms of Use by either you or Axiom, you must promptly destroy all materials downloaded or otherwise obtained from this Site, as well as all copies of such materials, whether made under the Terms of Use or otherwise. The following sections shall survive any termination of these Terms of Use: “Comments,” “Site Security,” “Content Information,” “Unlawful or Prohibited Uses of Site”, “User Reviews, Feedback and Submissions,” “Indemnification,” “Termination,” “Disclaimer”, “Digital Millennium Copyright Act Notice”, “Statute of Limitations”, “Limitation of Liability,” “Privacy”, and “General.”
We may suspend or terminate your access to the Site, in whole or in part, at any time, without notice, for any reason, and without any obligation to you or any third party. Any suspension or termination will not affect your obligations to Axiom under these Terms or any applicable Additional Terms. Upon suspension or termination of your access to the Site, or upon notice from Axiom, all rights granted to you under these Terms or any Additional Terms will cease immediately, and you agree that you will immediately discontinue use of the Site. The provisions of these Terms and any applicable Additional Terms which by their nature should survive your suspension or termination will survive, including the rights and licenses you grant to Axiom in these Terms as well as the indemnities, releases, disclaimers, and limitations on liability and the provisions regarding jurisdiction, choice of law, no class action, jury waiver, and mandatory arbitration.
Disclaimer
AS PERMITTED BY APPLICABLE LAW, YOUR ACCESS TO AND USE OF THIS SITE IS AT YOUR SOLE RISK. THIS SITE IS PROVIDED BY AXIOM AND ALL CONTENT, MATERIALS, PRODUCTS, SERVICES, FUNCTIONALITY, AND OTHER ITEMS INCLUDED ON OR OTHERWISE MADE AVAILABLE THROUGH THIS SITE, ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. AXIOM MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON INFRINGEMENT. AXIOM MAKES NO WARRANTIES AS TO THE OPERATION OF THE SITE OR THE INFORMATION, CONTENT, OR MATERIALS INCLUDED ON THIS SITE. AXIOM DISCLAIMS ANY AND ALL WARRANTIES, EXPRESSED OR IMPLIED.
AXIOM ASSUMES NO LIABILITY FOR INACCURACIES OR MISSTATEMENTS ABOUT PRODUCTS.
CUSTOMER REVIEWS ARE PROVIDED FOR INFORMATIONAL PURPOSES ONLY. CUSTOMER REVIEWS REFLECT THE INDIVIDUAL REVIEWER’S RESULTS AND EXPERIENCES ONLY AND ARE NOT VERIFIED OR ENDORSED BY AXIOM.
AXIOM MAKES NO REPRESENTATIONS OR WARRANTIES THAT USE OF THIS SITE WILL BE UNINTERRUPTED OR ERROR-FREE, THAT AFFECTS WILL BE CORRECTED, OR THAT THIS SITE OR THE TECHNOLOGY THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL CONTENT. YOU ACKNOWLEDGE THAT THE USE OF THIS SITE IS AT YOUR SOLE RISK AND YOU ASSUME FULL RESPONSIBILITY FOR THE USE OF THIS SITE. YOU ACKNOWLEDGE THAT INFORMATION SENT OR RECEIVED DURING USE OF THIS SITE MAY BE INTERCEPTED OR OTHERWISE ACCESSED BY UNAUTHORIZED PARTIES.
YOU AGREE THAT AXIOM IS NOT RESPONSIBLE FOR ANY LOSS OR DAMAGE TO YOUR PROPERTY OR DATA THAT MAY RESULT FROM ANY MATERIALS ACCESSED OR DOWNLOADED FROM THIS SITE.
EXCEPT AS OTHERWISE PROVIDED, YOU ACKNOWLEDGE AND AGREE THAT ANY TRANSMISSION TO AND FROM THIS SITE IS NOT CONFIDENTIAL AND YOUR COMMUNICATIONS OR PERSONAL INFORMATION MAY BE READ OR INTERCEPTED BY OTHERS. YOU FURTHER ACKNOWLEDGE AND AGREE THAT BY SUBMITTING COMMUNICATIONS OR OTHER CONTENT TO US AND/OR BY POSTING INFORMATION ON THE SITE, NO CONFIDENTIAL, FIDUCIARY, CONTRACTUALLY IMPLIED, OR OTHER RELATIONSHIP IS CREATED BETWEEN YOU AND AXIOM.
THE DISCLAIMERS AS STATED HEREIN SHALL BE TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW.
Limitations on implied warranties are not permitted in some states. Therefore, one of more of the above limitations may not apply to you. You should check your local laws for any restrictions or limitations on limitations of implied warranties.
Postings on this Site are made at such times as Axiom determines in its discretion. You should not assume that the information contained on this Site has been updated or otherwise contains current information. Axiom does not review past postings to determine whether they remain accurate and information contained in such postings may have been superseded. THE INFORMATION AND MATERIALS IN THIS SITE ARE PROVIDED FOR YOUR REVIEW IN ACCORDANCE WITH THE NOTICES, TERMS AND CONDITIONS SET FORTH HEREIN. THESE MATERIALS ARE NOT GUARANTEED OR REPRESENTED TO BE COMPLETE, CORRECT OR UP TO DATE. THESE MATERIALS MAY BE CHANGED FROM TIME TO TIME WITHOUT NOTICE.
General Information
You agree that this Agreement and your use of this Site are governed by the laws of the State of Georgia, USA. You hereby consent to the exclusive jurisdiction and venue of the courts, tribunals, agencies and other dispute resolution organizations in Forsyth County, Georgia, in all disputes (a) arising out of, relating to or concerning this Site and/or this Agreement, (b) in which this Site and/or this Agreement is an issue or a material fact, or (c) in which this Site and/or this Agreement is referenced in a paper filed in a court, tribunal, agency or other dispute resolution organization. Use of this Site is unauthorized in any jurisdiction that does not give full effect to all provisions of this Agreement, including without limitation this paragraph and the warranty disclaimers and liability exclusions above. Axiom has endeavored to comply with all legal requirements known to it in creating and maintaining this Site but makes no representation that materials on this Site are appropriate or available for use in any particular jurisdiction. Use of this Site is unauthorized in any jurisdiction where all or any portion of this Site may violate any legal requirements and you agree not to access this Site in any such jurisdiction. You are responsible for compliance with applicable laws. Any use in contravention of this provision or any provision of this Agreement is at your own risk and, if any part of this Agreement is invalid or unenforceable under applicable law, the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision, and the remainder of the Agreement shall govern such use.
This Agreement represents the complete understanding between you and Axiom and supersedes all prior agreements and representations between the parties, you agree that Axiom may at any time and without notice change the terms, conditions and notices under which this Site is offered. Your continued use of this Site shall be construed as an acceptance of any changes to the terms, conditions and notices under which this Site is offered.
You agree that no joint venture, partnership, employment or agency relationship exists between you and Axiom as a result of this Agreement or your use of this Site. You may not transfer or assign any rights or obligations under this Agreement. Axiom may transfer or assign its rights and obligations under this Agreement.
Statute of Limitations
You hereby agree that you shall provide Axiom at least thirty (30) days’ notice of any harm you allege to have suffered as a consequence of using this Site. Before seeking legal recourse for such alleged harm, you agree to give Axiom at least thirty (30) days to cure the harm before initiating any action. You must initiate any cause of action within one year after the claim has arisen, or you will be barred from pursuing any cause of action. You acknowledge and agree that this one-year period operates as a statute of limitations for all claims.
Links to Third Party Websites
This Site may contain, display, include, or make available content, data, information, applications, materials, or links to other third-party websites content that is not owned, controlled, or operated by Axiom. These links are provided and available to you for your convenience or informational purposes that Axiom believes may be useful or interesting to you and are intended only to enable access to these third-party sites and for no other purpose. Axiom does not approve, endorse and is not responsible for the content contained on these other websites. Axiom makes no representations or warranties to the information or services offered on any third-party site nor to the accuracy of the content on the linked website. The conditions of use and privacy policy of any third party site may differ substantially from the conditions of use and legal notices that apply to your use of this site. You should review the conditions of use for all third-party sites for more information about the terms and conditions that apply to your use of third-party sites. You acknowledge and agree that you shall be solely responsible for any interactions which you may have with these linked websites. You are encouraged to verify the information contained therein and review the linked websites terms of use and privacy policies.
Limitation of Liability
THE USE OF THIS SITE IS ENTIRELY AT YOUR OWN RISK, AND IN NO EVENT WILL AXIOM BE LIABLE FOR DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, PUNITIVE, OR ANY OTHER MONETARY OR OTHER DAMAGES, FEES, FINES, PENALTIES, OR LIABILITIES ARISING OUT OF OR RELATING TO IN ANY WAY TO: (I) OUR SITE; (II) THESE TERMS; (III) ANY BREACH OF THESE TERMS BY YOU OR A THIRD PARTY; (IV) USE OF THE SITE, CONTENT. TOOLS, OR SERVICES WE OR ANY THIRD PARTY PROVIDES THROUGH THE SITE INCLUDING ANY DECISION MADE OR ACTION TAKEN BY YOU OR ANYONE ELSE IN RELIANCE UPON THE INFORMATION OR CONTENT CONTAINED ON OR ACCESSED THROUGH THIS SITE; OR (V) THE INTERACTION BETWEEN OUR SITE AND ANY THIRD-PARTY SERVICE BY A TOOL OR SERVICE ON OUR SITE. YOUR SOLE AND EXCLUSIVE REMEDY FOR DISSATISFACTION WITH THE SERVICE IS TO STOP USING THE SERVICE. THESE LIMITATIONS AND EXCLUSIONS APPLY WITHOUT REGARD TO WHETHER THE DAMAGES ARISE FROM BREACH OF CONTRACT, BREACH OF WARRANTY, STRICT LIABILITY, TORT, NEGLIGENCE, OR ANY OTHER CAUSE OF ACTION, TO THE MAXIMUM EXTENT SUCH EXCLUSION AND LIMITATIONS ARE NOT PROHIBITED BY APPLICABLE LAW.
To the maximum extent permitted by applicable law, you hereby release, and waive all claims against Axiom, its affiliates and subsidiaries from any and all liability for any and all claims, suits, damages, fines, penalties, costs, expenses (including costs and attorneys’ fees) or other losses of any kind or nature (“Loss”), arising out of or in any way connected with you access to or use or disclosure of the Site or its content, whether or not Axiom has been advised of the possibility of such Loss.
UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL OR EQUITABLE THEORY, WHETHER IN TORT, CONTRACT, STRICT LIABILITY OR OTHERWISE, SHALL AXIOM OR ANY OF ITS AFFILIATES, EMPLOYEES, DIRECTORS, OFFICERS, AGENTS, VENDORS OR SUPPLIERS BE LIABLE TO YOU OR TO ANY OTHER PERSON FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL LOSSES OR DAMAGES OF ANY NATURE ARISING OUT OF OR IN CONNECTION WITH THE USE OF OR INABILITY TO USE THE AXIOM WEB SITE, INCLUDING, WITHOUT LIMITATION, DAMAGES TO YOUR PERSON, CLAIMS OF MEDICAL MALPRACTICE, DAMAGES FOR LOST PROFITS, LOSS OF GOODWILL, LOSS OF DATA, WORK STOPPAGE, ACCURACY OF RESULTS, OR COMPUTER FAILURE OR MALFUNCTION, EVEN IF AN AUTHORIZED REPRESENTATIVE OF AXIOM HAS BEEN ADVISED OF OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES. YOU SPECIFICALLY ACKNOWLEDGE AND AGREE THAT AXIOM SHALL NOT BE RESPONSIBLE FOR ANY ACTS, INCLUDING DEFAMATORY OR ILLEGAL CONDUCT, OF ANY THIRD PARTY ON THIS SITE. THE LIMITATIONS PROVIDED HEREIN SHALL BE TO THE FULLEST EXTENT PROVIDED BY APPLICABLE LAW.
Third-Party Articles
From time to time the Site may contain articles or other information from third parties that we feel may be of interest to you. While we attempt to provide information that is accurate, we do not represent that all information contained in such articles or obtained from third parties is correct and the publishing of third-party articles shall not in any event be deemed an endorsement by Axiom of the material contained therein. The opinions contained in any such article are not necessarily the opinion of Axiom.
Correction of Errors and Inaccuracies
The information on the Site may contain typographical errors or inaccuracies and may not be complete or current. We therefore reserve the right to correct any errors, inaccuracies or omissions and to change or update information at any time without prior notice (including after you have submitted your order). We apologize for any inconvenience this may cause you.
Parental Controls
You are hereby provided notice that parental control protections (filtering services, software, and computer hardware) are commercially available and may assist you in limited access to certain materials that may be harmful to minors. Axiom does not endorse or recommend any specific product or service, however a list of select providers of such products is available at https://en.wikipedia.org/wiki/Comparison_of_content-control_software_and_providers.
Notices and Electronic Communications
All notices for Axiom, unless explicated stated otherwise, shall be sent by U.S. Mail, postage prepaid, certified mail, return receipt requested to Axiom, Attn: Notices,4360 N Industrial Dr. Ste . 300 Cumming,GA 30041. Should Axiom need to send you any notice, you hereby consent to receive any notices or other communications through a general post on the Site, sending an email to the email address you listed in your profile for your account, or, where applicable, mailing a notice to you at your address as provided in your account. Should any notices be required to be sent to you in writing, you hereby agree that all agreements, notices, disclosures and other communications Axiom provides to you in accordance with the prior sentence satisfy any legal requirement that such communications be in writing. Any notice sent in accordance with this provision shall be deemed given (i) 24 hours after the notice is posted on the Site or an electronic message is sent, unless the sending party is notified that the message did not reach the recipient, or (ii) in the case of mailing, three days after the date of mailing. You agree that a printed version of this Agreement, including the Terms & Conditions and/or any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this Agreement or Terms & Conditions to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.
Notice for California Residents
Under California Civil Code Section 1789.3, California users are entitled to the following consumer rights notice: If you have a question or complaint regarding the Site, please send an email to support@axiomprepcenter.com. You may also contact us by writing to Axiom Attn: Notices, CLIENT TO PROVIDE ADDRESS or by calling us at 470-758-7772. California residents may reach the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by mail at 1625 North Market Blvd., Sacramento, CA 95834, or by telephone at (916) 445-1254 or (800) 952-5210.
International Issues
This Site and the information and content provided on or accessed through this Site are intended for use within the United States of America (“USA”). Use of this Site and the services described on this Site may be subject to additional laws and regulations or otherwise prohibited or restricted in countries outside the USA. If you use or access this Site from outside the USA, you do so at your own risk and are fully responsible for complying with the laws and regulations of the territory from which you access or use this Site. It is your responsibility to comply with local, state, federal and international laws applicable to his or her use of this Site and the information and content provided on or accessed through this Site.
Electronic Contracting
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Updates to these Terms
Axiom reserves the right to update or modify these Terms at any time without notice. Updates and modifications will be effective upon our posting the modified Terms on the Site, as reflected by the “Last Updated” date at the top of this page. Your continued use of the Site constitutes your agreement to be bound by these Terms.
Contact Us
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Address:4360 N Industrial Dr. Ste. 300 Cumming, GA 30041
Telephone: 470-758-7772
Email: support@axiomprepcenter.com
Changes to the Terms of Use
The Effective Date of this Agreement and the Terms & Conditions contained herein is March 8, 2023. This Agreement was last updated on March 8, 2023. Please check back periodically for changes to our Terms of Use.
AXIOM PREP
TRADING TERMS AND CONDITIONS OF SERVICE
APPLICABILITY. These Trading Terms and Conditions of Service (“Terms”) shall govern and apply to any and all Services, as that term is defined herein, which are provided by FCFBA, LLC, d/b/a Axiom Prep a limited liability company organized and existing under the laws of the State of Georgia (“Axiom”) and all shipments or deliveries which are made by or to Axiom on behalf of the Client. Trade custom, trade usage, past performance, and history of dealings are all superseded by these Terms and shall not be used to interpret or otherwise modify these Terms.
ACCEPTANCE. The Client accepts these Terms by: (i) signing and returning Axiom’s Quote; (ii) by acknowledgment through the Axiom Client Portal; (iii) by sending or authorizing any other individual or entity to send, any Goods or Merchandise to Axiom; (iv) by submitting instructions to Axiom or any third party to ship or send any Goods or Merchandise to Axiom; (v) by providing Axiom with the Client’s credentials for any Sales Platform Accounts; (vi) by Client paying Axiom for any Services; or, (vii) Client utilizing any Services provided by Axiom.
DEFINITIONS:
For the purposes of these Terms the following definitions shall apply:
“Axiom Client Portal” shall be defined as the electronic gateway made available by Axiom to the Client through which a collection of digital files, services, and information is available and may be accessed over the Internet through a web browser or otherwise.
“Axiom Prep Center” shall be defined as the Axiom facilities located at 367 Curie Drive, Alpharetta, GA 30005, but such location is subject to change upon reasonable advanced notice to Client.
“Carrier” shall be defined as the shipping company utilized to make deliveries of any Goods or Merchandise on the Client’s behalf by Axiom.
“Client” shall be defined as any individual or entity who sends Goods, as that term is defined herein, to Axiom for processing or creates an Axiom Client Portal for the purposes of utilizing any Services offered by Axiom.
“Customers” shall be defined as the individuals or entities to whom the Client has sold Merchandise who then ship or otherwise deliver such Merchandise to Axiom.
“Goods” shall be defined as the Merchandise which is received by Axiom from any Customers or other individual or entity on behalf of the Client which is to be processed by Axiom for the Client for sale on any Sales Platform, returned to Amazon FBA, or otherwise disposed of by Axiom for Client.
“FBA” shall be defined as the service known as “Fulfillment by Amazon” which is a service offered by Amazon in which the Client participates which allows the Client to utilize certain Amazon fulfillment centers for making sales to the Client’s customers.
“Merchandise” shall be defined as any products, goods, or other items received by Axiom on behalf of the Client.
“Purchasers” shall be defined as the individuals or entities who buy the Goods which have been delivered to Axiom for the benefit of the Client for resale on eBay, Etsy, or through another Sales Platform Account, as may be approved by the Client.
“Quote” shall be defined as the document provided to Client by Axiom which outlines the fees for the Services to be provided by Axiom to Client.
“Sales Platform Account” shall be defined as any site on which Axiom will receive returned Goods on behalf of the Client and/or any platform on which Axiom will list for sale the Good or products of Client for sale, including, but not limited to, Etsy, eBay and Amazon.
“Seller Central” shall be defined as the portal for accessing the Client’s Amazon seller account.
“Services” shall be defined as all labor, services, work, materials and other incidentals which are required or otherwise provided by Axiom to process the Goods of the Client and as may further be defined in the onboarding letter and/or quote provided by Axion to the Client.
“Welcome Letter or Initial Letter” shall be defined as the document provided by Axiom to Client outlining the specific Services which shall be provided by Axiom to the Client. This Letter is subject to change upon notice from Axiom to Client as may be posted in the Axiom Client Portal or otherwise delivered to Client.
SCOPE OF WORK. Axiom will provide the services as provided in the Welcome Letter to the Client. The Parties may, from time to time, amend this Scope of Work, by Axiom posting a notice of change in the Scope of Work in the Axiom Client Portal and providing Client with reasonable advanced notice of such changes.
ACCESS TO SALES PLATFORM ACCOUNTS. The Client hereby agrees that they shall provide Axiom with full access to all of the Client’s Sales Platform Accounts on which the Client authorizes Axiom to provide Services for their behalf, including but not limited to Etsy, eBay, Walmart and Amazon accounts (collectively, as defined above, “Sales Platform Accounts”). Specifically, Client shall provide Axiom access to the Client’s Seller Central portal on Amazon, as an authorized user to act on behalf of the Client. Axiom will operate, or cause to be operated, each Sales Platform Account, which shall feature the Client’s name and any identifying trademarks for the benefit of Client. Axiom shall, consistent with the provisions of the Initial Letter, determine, in their reasonable discretion, the design, functionality, aesthetic and content of any Sales Platform Accounts and any material changes thereto, but will take into consideration the Client’s requests and preferences in this regard; provided that if the Client notifies Axiom that it objects, in its reasonable discretion, to any design or content on any of the Client’s Sales Platform Account, then Axiom shall promptly remove or modify, or cause to be removed or modified, such design or content and the Parties shall work in good faith on mutually agreed upon design, functionality and aesthetics of the Sales Platform Accounts. The Client shall provide Axiom with the price for all Goods to be sold on the Sales Platform Accounts. The Axiom agrees that it will not create, develop or maintain any Sales Platform Accounts for the benefit of Client without the express prior authorization of the Client.
For instructions on Amazon Authorization visit: Axiom Prep Client Dashboard
For instructions on eBay Authorization visit: Axiom Prep Client Dashboard
RELEASE FOR LIABILITY FOR USE OF THE SALES PLATFORM ACCOUNTS. Client, on behalf of himself individually, and any heirs, assigns, employees, officers, directors, shareholders, members, managers, employees, Customers, Purchasers, successors, representatives, attorneys, or agents (herein collective “Client Releasing Parties”) does hereby release and forever quitclaim and discharge Axiom and their heirs, attorneys, trustees, affiliates, predecessors, successors, representatives, insurers, assignees, principals, agents, employees, employers, officers, managers, directors, members, companies, administrators, and all persons or entities acting by, though, or in any way on behalf of Axiom or for whom Axiom may have been acting (hereinafter “Axiom Released Parties”) from any and all claims, debts, defenses, fees, fines, liabilities, costs, attorney’s fees, actions, suits at law or equity, demands, contracts, expenses, damages, whether general, specific or punitive, exemplary, contractual or extra-contractual, and causes of action of any kind or nature which the Client Releasing Parties may now have or claim to have against the Axiom Released Parties (hereinafter “Claims”) in relation to the use of the Client’s Sales Platform Account, or any other obligations, including without limitation all Claims which in any way, directly or indirectly, or in any other way arises from or connected with the Services provided by Axiom to Client or Purchasers through the Client’s Sales Platform Accounts.
Waiver of Liability for Negative Feedback/Review. For the avoidance of all doubt the Client and the Client Released Parties hereby specifically and unequivocally release the Axiom Released Parties for any liability for any Claims or otherwise which may be related to any negative feedback or reviews which may be left on one or more of the Client’s Sales Platform Accounts, including any negative action which may be taken against the Client or the Client’s Sales Platform Account by the host of such Sales Platform Account, including, but not limited to, any temporary or permanent suspension of Client’s use of the Sales Platform Account, the temporary or permanent reduction in the Client’s ability to use the Sales Platform Account, and/or any fines or increase in fees or charges which may be levied against the Client by the host of the Sales Platform Accounts.
Waiver of Liability for Mislabeled or Misbranded Goods. For the avoidance of all doubt, the Client Released Parties hereby specifically and unequivocally release the Axiom Released Parties for any liability for any Claims or otherwise which may be related to an error in any posting or listing on any Sales Platform Accounts by Axiom. The Client acknowledges and agrees that Axiom may rely upon all boxes, branding, labels, and packaging found on any of the Goods in making any posting on any Sales Platform Accounts. The Client specifically assumes any and all responsibility for all such boxes, branding, labeling, and packaging found on or for any of the Goods sent to Axiom. Moreover, Client agrees that they shall check any listing made by Axiom on all Sales Platform Accounts for accuracy and if any discrepancy exists between the listing and the Goods, it shall be the Client’s responsibility to promptly notify Axiom. The Client’s failure to notify Axiom of any discrepancy or error shall release Axiom from any liability for such discrepancy or error in the listings.
Waiver of Liability for Account Health. For the avoidance of all doubt, the Client Released Parties hereby specifically and unequivocally release the Axiom Released Parties for any liability for any Claims or otherwise which may be related to the “account health” of any of the Client’s Sales Platform Accounts. For purposes of these Terms, “account health” shall mean the status of the Client’s account with the host of the Sales Platform Account.
RELEASE FOR LIABILITY FOR SECURITY BREACHES. Axiom agrees to implement and maintain policies, procedures, technical, physical, and administrative safeguards designed to maintain the security and confidentiality of all information received from the Client, including, but not limited to the Client’s login information for all Sales Platform Accounts, however Axiom cannot control the access or security on such third party platforms. The Client acknowledges and agrees that Axiom shall not be responsible for the privacy practices or security of any Sales Platform Accounts. The Client Releasing Parties hereby releases the Axiom Released Parties from any and all Claims or liability which may be related to any security breach, loss of data, or irreparable damage, including but not limited to monetary loss or injury to Client’s reputation, that may occur as a result of the Client’s use of any Sales Platform Accounts. The Client Releasing Parties agree to indemnify and hold harmless the Axiom Released Parties, as that term is defined herein, from any data loss or other damages which may occur as the result of the use of any Sales Platform Accounts, regardless if such loss or damage is alleged to have occurred as a result of the intentional acts or negligence of Client, any Axiom Released Party, or any third party.
SHIPPING COSTS AND INSURANCE. All shipping labels for any Goods sent to Purchasers or back to any Sales Platform Account hosts are generated through the Client’s Sales Platform Accounts. Where applicable, the Client has selected the means and method by which any shipments are sent, including, but not limited to, whether the Client would like for any shipments to be made with insurance that may be provided by any carrier. The Client will be solely responsible for making the election to ship any Goods or Merchandise with or without insurance and indicate so on their Sales Platform Accounts. Axiom will, where applicable, provide shipping materials only to facilitate any required shipment. Axiom does not provide any insurance or any other warranty or guarantees for any shipments, and the Client has agreed to accept all responsibility for insuring any shipments. Where applicable, the Client may receive an invoice from the host of the Sales Platform Accounts for the shipping of any Goods or Merchandise. The Client acknowledges and agrees that the Client is solely responsible for any and all costs associated with all shipments and insurance which may be prepared and sent by Axiom on the Client’s behalf.
RELEASE OF LIABILITY FOR DAMAGES IN SHIPMENT: The Client Releasing Parties hereby expressly and unequivocally release the Axiom Released Parties from any liability relating to any Claims related to lost packages, damage to any packages in shipment, or any missing parts or components that may occur during transportation of any Goods from Axiom’s Prep Center or other location to the destination as requested by Client or the Purchaser. Client further agrees to hold the Axiom Released Parties free from any liability, including financial responsibility, for any damages or loss to any Goods or shipment incurred, regardless of whether damages or loss are caused by the alleged negligence on the part of the Axiom Released Parties and/or the Carrier utilized by Axiom, as Client selected the shipping method through their Sales Platform Accounts. Client’s sole and exclusive remedy for any packages lost or damaged in shipment shall be against the Carrier and subject to any insurance that the Client may have elected to purchase. If the Client has not elected to purchase insurance with the Carrier, the Client shall assume all risk for all shipments of Goods or Merchandise. If the Client would like Axiom to purchase insurance for any shipment sent by Axiom to any Purchasers through the Carrier, Client must specifically advise Axiom of which shipments should be insured and agree to assume responsibility for the cost of such insurance. Client hereby acknowledges and agrees that Client shall look exclusively to such insurance or the Carrier for any losses or claims of damage for any Goods alleged to have been damaged in shipment.
INTELLECTUAL PROPERTY DISCLOSURE. Client warrants that all Merchandise and Goods do not and shall not infringe on the patent, trademark, copyright, trade secret or other intellectual property rights (collectively “Intellectual Property”) of a third party. Client hereby acknowledges and agrees that Client will not deliver to Axiom any products for sale on behalf of Client which Client knows or has been advised may be subject to an Intellectual Property infringement claim. Client agrees to fully disclose to Axiom any claims or allegations of Intellectual Property infringement related to any Goods which have been delivered to Axiom for sale to Purchasers.
INTELLECTUAL PROPERTY INDEMNITY. To the fullest extent permitted by law, Client shall defend, indemnify, and hold the Axiom Released Parties harmless from and against any and all claims resulting from allegations of infringement of any patents, copyrights, trade secret, or similar intellectual property rights covering the Goods provided to Axiom for sale or transportation under these Terms. If Axiom’s sale or delivery of any Goods or Merchandise provided by Client is enjoined based on an Intellectual Property infringement claim, Client shall, at its own expense, either procure for Axiom the right to continue to sell or transport the Goods or Merchandise or, Client shall, at the election of Axiom, and at Client’s sole expense, arrange for the infringing Goods or Merchandise to be picked up from Axiom or otherwise destroyed. This indemnity clause shall survive the termination of these Terms.
ACCOUNTING INFORMATION. Axiom shall prepare and provide to Client an interactive and regularly updated inventory information for all of the Client’s Goods which Axiom has in its possession for sale. This inventory shall be available through the Axiom Client Portal.
CHARGES/BILLING.
The charges associated with the use of our services are provided on the pricing sheet that the client receives electronically. The client will also receive any updates to Axiom Prep’s pricing structure to the email address stored on file. It is the responsibility of the client to update Axiom Prep with current contact information. By engaging with our services, the client agrees to pay the assigned fees outlined in the pricing sheet. However, it is important to note that additional fees may apply as appropriate, which may include but are not limited to:
Cost of Boxes: Fees associated with the procurement and use of boxes for packaging purposes.
Additional Storage/Pallet Storage: Charges incurred for additional storage space or pallet storage beyond the allotted space included in the standard service package.
Admin Fees: Administrative fees related to processing, documentation, or other administrative tasks deemed necessary for the provision of services.
Holding Fees: Fees applied for the storage or holding of inventory beyond the agreed-upon timeframe.
Transfer Fees: Charges associated with the transfer of inventory between locations or facilities.
Shipping Label Generation Fees: Fees for the generation and provision of shipping labels for outgoing shipments.
Additional charges may be owed by the Client as provided in the pricing sheet, or as otherwise provided by Axiom to the Client in advance for any additional Services which may be provided on the Client’s behalf.
Axiom bills on the first day of each month and will send Client an electronic invoice to the email address on file for Client. All invoices are due within ten (10) days from the date of the invoice. The Client is responsible for updating their email address with Axiom Prep as needed. Failure to pay any invoice as and when due shall result in the Client’s account with Axiom being in default. Such default shall result in Axiom ceasing to provide any further Services to Client until the account is no longer in default. See 16. Payment Terms and Inventory Handling.
Axiom shall assess interest on all invoices at the rate of eighteen percent (18%) per annum for all invoices which remain unpaid after thirty (30) days from the invoice date.
All reasonable costs of collection incurred by Axiom in attempting to collect the past due indebtedness of any Client, including out-of-pocket expenses, insufficient funds expenses, administrative and record-keeping costs, reasonable attorney’s fees, and all service charges and costs shall be the responsibility of the Client.
WAIVER OF WARRANTY: EXCEPT AS EXPRESSLY SET FORTH HEREIN, ALL SERVICES TO BE PROVIDED BY AXIOM HEREUNDER ARE PROVIDED “AS IS” WITHOUT ANY WARRANTY WHATSOEVER. CLIENT RECOGNIZES THAT THE “AS IS” CLAUSE OF THIS AGREEMENT IS AN IMPORTANT PART OF THE BASIS OF THIS AGREEMENT, WITHOUT WHICH AXIOM WOULD NOT HAVE AGREED TO ENTER INTO THIS AGREEMENT. TO THE FULLEST EXTENT PERMITTED BY LAW, AXIOM EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, TERMS OR CONDITIONS, WHETHER EXPRESS, IMPLIED, OR STATUTORY, REGARDING THE PROFESSIONAL SERVICES, INCLUDING ANY, WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE AND INFRINGEMENT. NO REPRESENTATION OR OTHER AFFIRMATION OF FACT REGARDING THE SERVICES PROVIDED HEREUNDER SHALL BE DEEMED A WARRANTY FOR ANY PURPOSE OR GIVE RISE TO ANY LIABILITY OF AXIOM WHATSOEVER. IN NO EVENT SHALL AXIOM BE LIABLE FOR ANY INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, UNDER ANY CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO: LOST PROFITS; REVENUE OR SAVINGS; WAIVER BY CLIENT, WHETHER INADVERTENT OR INTENTIONAL, OF CLIENT’S ATTORNEY-CLIENT PRIVILEGE THROUGH CLIENT’S DISCLOSURE OF LEGALLY PRIVILEGED INFORMATION TO AXIOM; OR THE LOSS, THEFT, TRANSMISSION OR USE, AUTHORIZED OR OTHERWISE, OF ANY DATA, EVEN IF CLIENT OR AXIOM HAVE BEEN ADVISED OF, KNEW, OR SHOULD HAVE KNOWN, OF THE POSSIBILITY THEREOF. NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, AXIOM’S AGGREGATE CUMULATIVE LIABILITY HEREUNDER, WHETHER IN CONTRACT, TORT, NEGLIGENCE, MISREPRESENTATION, STRICT LIABILITY OR OTHERWISE, SHALL NOT EXCEED AN AMOUNT EQUAL TO THE LAST TWO (2) MONTHS OF FEES PAYABLE BY CLIENT UNDER THIS AGREEMENT. CLIENT ACKNOWLEDGES THAT THE COMPENSATION PAID BY IT UNDER THIS AGREEMENT REFLECTS THE ALLOCATION OF RISK SET FORTH IN THIS AGREEMENT AND THAT AXIOM WOULD NOT ENTER INTO THIS AGREEMENT WITHOUT THESE LIMITATIONS ON ITS LIABILITY. THIS PARAGRAPH SHALL NOT APPLY TO EITHER PARTY WITH RESPECT TO A BREACH OF ITS CONFIDENTIALITY OBLIGATIONS.
The Parties specifically acknowledge and agree that the limitation of liability contained herein is not intended to act as a penalty, but rather are solely intended to compensate for damages which may otherwise be uncertain. This is the Client’s only remedy regardless of the legal theory used to establish or otherwise may be used to find Axiom liable.
RISK OF LOSS. Client assumes all risk of loss for Goods and Merchandise, including casualty loss, prior to and after delivery of the Goods or Merchandise to Axiom. Client specifically releases Axiom from any and all liability for any Goods or Merchandise which may be lost, damaged, or otherwise while in the possession of Axiom or stored at the Axiom Prep Center. The Client understands and acknowledges that if the Goods or Merchandise are damaged, lost, stolen, or destroyed for any reason or by any cause, including but not limited to acts of God, nature, weather, fire, theft, or otherwise, the Client’s only recourse will be through any insurance which the Client has secured to cover, at Client’s sole expense, for such Goods or Merchandise.
PAYMENT TERMS/INVENTORY HANDLING
Axiom Prep Center values transparency and clarity in our business dealings with clients. As such, we would like to outline our payment terms and procedures for handling inventory in accordance with our Terms of Service:
Payment Due Date: Clients are required to make payments within 10 days of receiving an invoice from Axiom Prep Center. Failure to do so may result in the following actions:
Discontinuation of Services: If payment is not made within 30 days, Axiom Prep Center reserves the right to discontinue the processing of new inbound inventory and halt all order fulfillment across all platforms.
Additional Storage/Holding Fees: Clients understand that additional storage or holding fees may apply to items that Axiom Prep Center is required to store after 30 days of an unpaid invoice.
Disposal of Inventory: After 60 days of nonpayment, Axiom Prep Center at its own discretion may dispose of the client’s inventory. This includes items that are abandoned, unclaimed, or deemed unsuitable for return to the seller.
Disposition of Inventory: Clients acknowledge that Axiom Prep Center may resell, donate, or recycle items disposed of while using our services.
Identification of Packages: Clients are responsible for providing appropriate identifying information on packages sent to Axiom Prep Center, such as client name or client business name. Failure to do so may result in delays or difficulties in processing inventory.
Claiming Inventory: Clients have 30 days to claim any inventory that arrives without identifying information. It is the responsibility of the client to make Axiom Prep aware of any inventory that arrives without the client’s identifying information. After this period, Axiom Prep Center reserves the right to dispose of the inventory.
Additional Fees: Clients understand that additional storage fees and handling fees may apply to process or forward inventory to another location should they claim the inventory after the initial 30-day period.
Disposal of Inventory: In the event that Axiom Prep Center exercises its right to dispose of inventory, it is understood that disposal encompasses various actions, including but not limited to, reselling, donating, disposing of or recycling items. Axiom Prep Center reserves the right to choose the most appropriate method of disposal based on the nature and condition of the items in question. Axiom Prep will retain any proceeds that may be received from the disposal.
Return of Inventory to Client’s Home: If a client wishes to have inventory returned to their home, it is their responsibility to provide Axiom Prep with an appropriate return address. Additionally, the client will be charged an associated pick and pack fee, to be determined by Axiom Prep, in addition to a shipping label generation fee, also determined by Axiom Prep. Please note that if the client fails to make payment after receiving the final invoice within 14 days, additional storage fees will apply. If the client fails to make payment within 30 days of the final invoice Axiom Prep reserves the right to dispose of the inventory.
Non-Acceptance of Grocery Items: Axiom Prep does not accept any grocery items for storage or handling. Any grocery items received by Axiom Prep will be disposed of at the expense of the client. It is the responsibility of the client to ensure that no grocery items are included in shipments sent to Axiom Prep.
Refusal of Dangerous or Inappropriate Goods: Axiom Prep reserves the right to refuse any goods that are deemed to be dangerous or inappropriate for storage or handling. Such items may include but are not limited to hazardous materials, flammable substances, illegal goods, or items that pose a safety risk to our staff or facilities. The client will have the option to arrange for the disposal of the goods at their expense or to have the goods returned to them at their expense.
Cancellation of Services: Axiom Prep reserves the right to terminate services with any client at any time, for any reason. In the event of termination, Axiom Prep will provide the client with written notice of termination and will cease providing services promptly thereafter. In the event of cancellation of services by Axiom Prep or the client, the following terms apply:
Immediate Cessation of Services: Axiom Prep reserves the right to immediately cease processing inventory and fulfilling orders across all platforms upon cancellation of services.
Responsibilities of the Client: The client is responsible for immediately removing all listings created by Axiom Prep and revoking any user permissions granted to Axiom Prep across all platforms.
Return of Inventory: The client is responsible for all pick and pack fees, boxes, and shipping label generation fees required to return their inventory to the address provided by the client. These fees will be determined by Axiom Prep.
Shipment of Inventory: Axiom Prep will ship out the client’s inventory following receipt of payment and resolution of all outstanding balances.
Disposal of Inventory: If payment of the final invoice is not received within 30 days, Axiom Prep reserves the right to dispose of the client’s inventory.
Request for Return of Disposal Inventory: If a client wishes to have any inventory listed under the “Disposal” tab returned to their home, they must make Axiom Prep aware within 30 days of the item being processed. The client must provide an appropriate address for the item(s) to be shipped to. If no claim is made for inventory listed under the “Disposal” tab within 30 days of the item being processed by Axiom Prep, Axiom Prep reserves the right to dispose of the inventory.
By utilizing Axiom Prep Center’s services, clients acknowledge and agree to abide by these payment terms and inventory handling procedures outlined in our Terms of Service.
WAIVER FOR RISK OF LOSS. Client acknowledges and agrees that Axiom has made no warranty or representation of any kind regarding the storage or security of the Goods or Merchandise which are sent to the Axiom Prep Center. The Client further acknowledges and agrees that Axiom will have no responsibility for the safekeeping of the Goods or Merchandise and that such storage does not create any related obligations on the part of Axiom. The Client agrees to assume full responsibility for, and risk of, property damages for all Goods which may be stored at Axiom’s Prep Center or otherwise held by Axiom.
RELEASE FOR RISK OF LOSS. The Client does hereby release, acquit, forever discharge, and covenant not to sue any Axiom Released Parties, as previously defined herein, from any and all liability to Client for any Claims related to the loss, theft, damage (including mold or mildew), destruction, claim, demands, costs, and expenses (including attorney fees), in connection with the Client’s Goods or Merchandise which may be stored at Axiom’s Prep Center or otherwise held by Axiom.
WAIVER OF RIGHTS UNDER BAILMENT LAW. Client hereby specifically and unequivocally waives any rights they may have and release Axiom from any obligations that they may have under the laws which may pertain to the safety and keeping of property under any applicable laws which pertain to bailment, specifically as may be contained in O.C.G.A. §44-12-40 et seq., including, to the extent such may apply, but not limited to O.C.G.A. §44-12-43, §44-12-44, §44-12-64, and §44-12-112. Axiom shall have no duty of diligence or other liability for any Goods or Merchandise, even if any such Goods or Merchandise are lost or damaged and the loss or damage was a consequence of Axiom’s negligence.
INSURANCE. Client shall maintain property damage, liability insurance, insurance against loss, theft, or damage to the Goods and Merchandise in an amount no less than the Casualty Value of the Goods or Merchandise, or in such other amount as may be acceptable to Client with each such insurance policy naming Axiom as an additional insured thereof. Client shall provide Axiom with a Certificate of Insurance upon request. Client acknowledges and agrees that Axiom will not insure the Goods or Merchandise against damage, theft, casualty, or loss of any kind.
TIME TO BRING SUIT; VENUE; GOVERNING LAW. Any lawsuit or other legal proceeding arising out of or relating to these Terms, whether based upon contract, tort, negligence, or otherwise, must be brought no later than one year from the date of the event which caused the loss, or damage or the shortest period of time allowed by law. These Terms and any other agreements by and between the Parties are made and entered into in Forsyth County, Georgia. Any legal proceeding arising out of or relating to these Terms or any other agreements between the Parties must be brought in the Courts of Forsyth County, Georgia. The Parties specifically acknowledge and agree that the laws of the State of Georgia shall govern and apply to these Terms and any other agreements between the Parties regardless of choice-of-law rules.
SURVIVAL. Any provisions of these Terms that impose continuing obligations upon a Party or, by their nature or terms, would be reasonably understood to have been intended to survive and continue in force and effect after expiration or termination of the business relationship between the Parties, shall remain in force and effect after such expiration or termination for so long as intended.
ENTIRE AGREEMENT. It is agreed by the Parties hereto that the terms, covenants and conditions of these Terms shall prevail in the event of any conflict, inconsistency or ambiguity between these Terms and any other agreement, instrument or document to which Axiom and Client are a party. These Terms contain the entire written understanding between them respecting the subject matter herein. There are no representations, agreements or understandings, oral or written, between and among the Parties hereto relating to the subject matter of these Terms which are not fully expressed herein.
AMENDMENTS. These Terms may not be amended, modified or supplemented except in a writing by Axiom with notice provided to the Client. No trade custom, trade usage, past performance, or history of dealings between the Parties shall supersede these Terms and shall not be used to interpret or otherwise modify these Terms.
NOTICES. All notices required or permitted herein shall be given in writing and shall be delivered if to Client, via the Client Portal, otherwise via an independent courier company, overnight delivery with tracking, sent by certified or registered mail, return receipt requested, postage prepaid and addressed to the Parties at the addresses set forth below or at such other addresses as may be designated in writing from time to time by a party hereto to the other party hereto:
If to Axiom: Attn: Kevin M. Cleveland, 367 Curie Drive, Alpharetta, GA 30005
If to Client: The Client’s address as found in the Axiom Client Portal
(or such other addresses as may be furnished by the Parties.)
All notices, properly addressed and sent in accordance with this Section, shall be deemed delivered three business days after such notice has been placed for delivery with an approved carrier, or the date of confirmed delivery, whichever occurs sooner.
WAIVER. No failure on the part of either Party hereto to exercise, and no unreasonable delay by either Party hereto in exercising, any right hereunder, shall operate as a waiver hereof, nor shall any single or partial exercise of any right by either party hereto exclude any other or future exercise thereof or the exercise of any other right. To be effective, all waivers must be in writing and signed by an authorized officer of the Party to be charged. Client specifically waives any claims or cause of action for fraud in the inducement or execution related hereto.
SEVERABILITY. Whenever possible, each provision of these Terms shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of these Terms or any application thereof is determined to be illegal, invalid or unenforceable in any respect under present or future laws in effect during the duration of these Terms, the legality, validity or enforceability of the remaining provisions of these Terms shall not be affected thereby, and in lieu of such illegal, invalid or unenforceable provision, there shall be added automatically as part of these Terms a provision as similar in terms to such illegal, invalid or unenforceable provision as may be legal, valid and enforceable. Neither Party shall assert or claim that these Terms or any provision hereof is void or voidable if such Party performs under these Terms without prompt and timely written objection.
INTERPRETATION; CONSTRUCTION. The captions are for convenience of reference only and have no force in the interpretation or construction of these Terms. The neuter includes the masculine or feminine gender, and the singular includes the plural wherever the context requires. Each term of these Terms is a condition to be fully performed. The rule of construction that ambiguities are resolved against the drafting party does not apply in interpreting these Terms.
AUTHORIZED SIGNATORIES; ELECTRONIC AND DUPLICATE COPIES. The individuals signing any documents or agreements on behalf of Client are authorized signatories, and have the full power to enter into such agreements and accept these Terms on behalf of Client, and to make the representations and warranties contained in these Terms or any other agreement. Delivery of any signed agreement or document by facsimile or other electronic means is as binding as delivery of an originally signed document or agreement. These Terman and any other agreement or documents arising out of or relating to these Terms may be delivered, stored, or reproduced by electronic or mechanical means. An electronic version of these Terms or any other agreement between the Parties is legally equivalent to the original for all purposes, including litigation. Any agreement or document between the Parties may be executed in separate counterparts, each of which is deemed to be an original and all of which taken together constitute one and the same agreement.
By signing this document, you agree to these terms in their entirety.
