Effective date:October 1, 2022
Welcome to Axle! Please read on to learn the rules and restrictions that govern your use of our website(s), and AxleLink and related services, including without limitationAxle’s related messaging system to fleet drivers and certain data analytics services (collectively, the “Services”). If you have any questions, comments, or concerns regarding these Terms or the Services, please contact us at:
Phone: (877) 861-6117
Address: Axle Technologies, 867 Boylston Street, 5th Floor #1331, Boston, MA 02116
Axle provides a website (“Axle Link”) that allows you to connect your accounts with telematics service providers and other related accounts (the “Telematics Accounts”) to enable Axle to share your telematics data from such Telematics Accounts (“Telematics Data”) to fleet service companies. You hereby grant Axle a nonexclusive, worldwide, fully paid-up, royalty-free and transferable right and license to use the Telematics Accounts and Telematics Data for the purpose of sharing your Telematics Data with fleet services companies that you have approved. You agree that in doing so, Axle (i) will use and rely primarily on the information provided by you and (ii) does not assume any responsibility for the accuracy, form or completeness of any such information, and will not undertake to verify its accuracy, form or completeness. You hereby acknowledge and agree that by providing Axle with your Telematics Accounts and Telematics Data, you are authorizing Axle to share your Telematics Data with fleet service companies that you have approved. You represent and warrant that you have all rights and authorizations necessary to provide Axle with access to your Telematics Accounts and Telematics Data, and to permit Axle to share your Telematics Data with fleet service companies that you have approved, as described in these Terms, and you agree to (a) defend Axle and its affiliates and its and their directors, officers, employees, independent contractors and agents (collectively, the “Axle Indemnitees”) against any claim by a third party that arises or results from use of your Telematics Accounts or your Telematics Data or your use of the Services, including without limitation Axle Link and (b) indemnify the Axle Indemnitees for settlement amounts or damages (including without limitation actual and consequential), liabilities, costs and expenses (including reasonable attorneys' fees) arising out of such claim. You will furnish to Axle such cooperation, technical assistance, resources and support, as reasonably necessary or appropriate to enable Axle to make available our Services, including without limitation Axle Link to you.
The decision to provide your Telematics Data to certain fleet service companies is yours. Axle is not responsible for any Telematics Accounts or Telematics Data provided by third parties or the acts or omissions of any such third parties or any of the fleet service companies, and Axle does not guarantee that any Telematics Accounts or Telematics Data will be compatible with Axle Link or the products or services offered by the fleet service companies.
You agree to comply with all applicable laws and regulations in connection with your use of the Services, including without limitation Axle Link.
You represent, warrant, and agree that you will not use or interact with the Services, in a manner that:
A violation of any of the foregoing is grounds for termination of your right to use or access the Services.
The materials displayed or performed or available on or through the Services, including, but not limited to, text, graphics, data, articles, photos, images, illustrations and so forth (all of the foregoing, the “Content”) are protected by copyright and/or other intellectual property laws. You promise to abide by all copyright notices, trademark rules, information, and restrictions contained in any Content you access through the Services, and you won’t use, copy, reproduce, modify, translate, publish, broadcast, transmit, distribute, perform, upload, display, license, sell, commercialize or otherwise exploit for any purpose any Content not owned by you, (i) without the prior consent of the owner of that Content or (ii) in a way that violates someone else’s (including Axle’s rights). For the avoidance of doubt, Axle owns all right, title and interest in and to the Services, including without limitation Axle Link, all Content and our related websites and technology. If you choose to provide feedback, suggestions or other inputs about the Services, you grant Axle a worldwide, non-exclusive, perpetual, irrevocable, royalty-free, fully paid, sublicensable and transferable license to use them without any restrictions.
The term “Confidential Information” means all trade secrets, know-how, inventions, developments, software and other financial, business or technical information that are disclosed by or for a party in relation to these Terms (including all copies, analyses and derivatives thereof) and which are marked or otherwise identified as proprietary or confidential at the time of disclosure, or which by their nature would be understood by a reasonable person to be proprietary or confidential. Confidential Information shall not include any information that the receiving party can demonstrate is (a) rightfully furnished to it without restriction by a third party without breach of any obligation to the disclosing party, (b) generally available to the public without breach of this Agreement or (c) independently developed by it without reliance on such information. For clarity, all of your Telematics Data and credentials for Telematics Accounts are deemed to be your Confidential Information.
Except for the specific rights granted by these Terms, the receiving party shall not possess, access, use or disclose any of the other’s Confidential Information without its written consent, and shall use commercially reasonable care to protect the other’s Confidential Information. For the avoidance of doubt, Axle may possess, store, access, use and disclose your Confidential Information for the purposes of the Terms, including without limitation to make available and provide Services, which may include providing Axle Link and using such Confidential Information to provide data analytics and other statistical analysis and metrics as requested by your fleet services companies. Promptly after any termination of these Terms, the receiving party shall return or destroy all of the other’s tangible Confidential Information in its possession, permanently erase all Confidential Information of the other party from any storage media and destroy all information, records and materials developed therefrom. Axle has no obligations to require or to cause any fleet service companies to whom your Telematics Data was provided to return, destroy or erase any such Telematics Data.
As part of the Services, your employees or independent contractors may receive communications in connection with the Services, including messages that Axle sends (for example, via email or SMS).
By signing up for the Services and providing us with your employees’ and independent contractors’ wireless numbers, directly or as part of providing us with your Telematics Data which includes such information, you confirm that you want Axle to send communications to your employees and independent contractors, which may include Axle using automated dialing technology to text them at the wireless numbers you provided, and prior to providing Axle with such information, you will obtain from each such employee and independent contractor any and all necessary consents and authorizations to receive communications from Axle, and you represent and warrant that each person you register for the Services or for whom you provide a wireless phone number has consented to receive communications from Axle. We will communicate with your employees and independent contractors only in connection with providing Services to you, and will collect information from such employees and independent contractors only as directed or approved by you. All such information collected is Telematics Data and may be stored, accessed, used and disclosed as provided in these Terms.
You represent and warrant that in making available Telematics Data in connection with the Services and these Terms, you have complied with all applicable laws and regulations, including without limitation, all applicable privacy laws and to the extent applicable, the Telephone Consumer Protection Act.
In utilizing the Services described in this Section, you acknowledge and agree that:
(a) the applicable mobile provider’s standard messaging rates apply to our confirmation SMS and all subsequent SMS correspondence. Message and data rates may apply, according to the applicable individual rate plan provided by the applicable wireless carrier. Under no circumstances will we be responsible for any text messaging or wireless charges incurred by you or by a person that has access to the telephone number that you shared with us in connection with the Services. If the applicable carrier does not permit text alerts, your employee or independent contractor may not receive our text alerts. Pre-paid phones or calling plans may not be supported. Your employee or independent contractor may receive a bounce back message for every message sent to us.
(b) We will not be liable for any delays in the receipt of any SMS messages, as delivery is subject to effective transmission from the applicable network operator. SMS message services are provided on an AS IS basis.
You agree to indemnify and hold Axle harmless from and against any and all claims, liabilities, damages (including without limitation actual and consequential), losses and expenses (including attorneys’ fees) arising from or in any way related to your breach of any of the representations and warranties in this Section (“What about messaging?”).
You are free to do that at any time by contacting us at email@example.com and providing Axle with thirty (30) days prior written notice. Axle is also free to terminate (or suspend access to) your use of the Services or your account for any reason in our discretion, including your breach of these Terms. Axle has the sole right to decide whether you are in violation of any of the restrictions set forth in these Terms. Axle will have no additional liability to you in connection with any termination or suspension, nor will Axle’s action limit any other rights or remedies Axle may have.
Provisions that, by their nature, should survive termination of these Terms shall survive termination. By way of example, all of the following will survive termination: any obligation you have to indemnify us, any limitations on our liability, any terms regarding ownership or intellectual property rights, and terms regarding disputes between us.
We’re always trying to improve our Services, so they may change over time. We may suspend or discontinue any part of the Services, or we may introduce new features or impose limits on certain features or restrict access to parts or all of the Services. We’ll try to give you notice when we make a material change to the Services that would materially adversely affect you, but this isn’t always practical. We reserve the right to remove any Content from the Services at any time, for any reason, in our sole discretion, and without notice.
We are constantly trying to improve our Services, so these Terms may need to change along with our Services. We reserve the right to change the Terms at any time, but if we do, we will place a notice on our site located at www.axleapi.com, send you an email, and/or notify you by some other means.
If you don’t agree with the new Terms, you are free to reject them; unfortunately, that means you will no longer be able to use the Services. If you use the Services in any way after a change to the Terms is effective, that means you agree to all of the changes.
Except for changes by us as described here, no other amendment or modification of these Terms will be effective unless in writing and signed by both you and us.
Warranty Disclaimer. TO THE EXTENT PERMITTED BY LAW, THE SERVICES, INCLUDING WITHOUT LIMITATION AXLE LINK, AND TELEMATICS DATA, ARE PROVIDED “AS IS” AND “AS AVAILABLE,” AND ANY USE IS AT YOUR DISCRETION AND RISK. AXLE (AND ITS LICENSORS AND SUPPLIERS) MAKE NO WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE OR NONINFRINGEMENT. AXLE DOES NOT WARRANT THAT USE OF THE SERVICES, INCLUDING WITHOUT LIMITATION AXLE LINK, AND TELEMATICS DATA WILL BE UNINTERRUPTED OR ERROR-FREE, THAT ANY OF YOUR TELEMATICS DATA WILL BE ACCURATE OR COMPLETE OR THAT AXLE WILL MAINTAIN ANY DATA WITHOUT LOSS.
Limitation of Liability. TO THE EXTENT PERMITTED BY LAW, AXLE, AND ITS LICENSORS, SUPPLIERS, PARTNERS, PARENT, SUBSIDIARIES AND AFFILIATED ENTITIES, AND EACH OF THEIR RESPECTIVE OFFICERS, DIRECTORS, MEMBERS, EMPLOYEES, CONSULTANTS, CONTRACT EMPLOYEES, REPRESENTATIVES AND AGENTS, AND EACH OF THEIR RESPECTIVE SUCCESSORS AND ASSIGNS (AXLE AND ALL SUCH PARTIES TOGETHER, THE “AXLE PARTIES”) WILL NOT BE RESPONSIBLE FOR: (A) ANY LOST PROFITS, LOSS OF USE, LOST, INACCURATE, INCOMPLETE OR UNUSABLE DATA, FAILURE OF SECURITY MECHANISMS, FINANCIAL LOSSES, OR ANY INDIRECT, SPECIAL, INCIDENTAL, RELIANCE OR CONSEQUENTIAL DAMAGES OF ANY KIND OR (B) ANY DAMAGES OR AMOUNTS EXCEEDING, IN THE AGGREGATE, ONE HUNDRED U.S. DOLLARS (US $100). THE FOREGOING LIMITATION OF LIABILITY SHALL NOT APPLY TO THE EXTENT THAT ANY EXCLUSION OR LIMITATION OF LIABILITY IS VOID, PROHIBITED OR UNENFORCEABLE BY APPLICABLE LAW. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL OR CERTAIN OTHER DAMAGES, SO THE ABOVE LIMITATION AND EXCLUSIONS MAY NOT APPLY TO YOU.
Assignment. You may not assign, delegate or transfer these Terms or your rights or obligations hereunder, or your Services account, in any way (by operation of law or otherwise) without Axle’s prior written consent. We may transfer, assign, or delegate these Terms and our rights and obligations without consent. This Agreement will be binding upon, and inure to the benefit of, the successors, representatives, and permitted assigns of the parties.
Severability. In the event that any provision of these Terms is determined to be illegal or unenforceable, that provision will be limited or eliminated to the minimum extent necessary so that these Terms will otherwise remain in full force and effect and enforceable.
Waiver. The failure of either party to enforce its rights under this Agreement at any time for any period shall not be construed as a waiver of such rights. Unless expressly provided otherwise, each right and remedy in this Agreement is in addition to any other right or remedy, at law or in equity, and the exercise of one right or remedy will not be deemed a waiver of any other right or remedy. All waivers must be in writing and signed by the party against whom such waiver is being enforced.
Notices. All notices under these Terms will be in writing, in English and delivered to you through the email associated with your credentials or through other reasonable methods. All other notices, requests, and other communication to Axle in connection with these Terms must be in writing, in English and sent to firstname.lastname@example.org. Notices will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; the day after being sent, if sent for next day delivery by recognized overnight delivery service; or upon receipt, if sent by certified or registered mail, return receipt requested.
Governing Law. These Terms shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts, without regard to its conflicts of law provisions. The sole jurisdiction and venue for actions related to this Agreement will be the state or federal courts located in Massachusetts, and both parties consent to the jurisdiction of such courts with respect to any such action.