Axion Subscription Agreement

1.1 Affiliate. An "Affiliate" is an entity that directly or indirectly controls, is controlled by, or is under common control with a party. Control means ownership of more than fifty percent of the voting interests or the practical power to direct management.

1.2 Authorized User. An "Authorized User" is an individual employee or individual contractor of Customer whom Customer has authorized to use the Services within the purchased seat scope. Each Authorized User must use a unique account. Customer is responsible for all Authorized Users and their compliance with this Agreement.

1.3 Customer Data. "Customer Data" means data, files, project information, measurements, assumptions, models, drawings, prompts, inputs, configurations, comments, account information, and other material submitted to or processed through the Services by or for Customer. Customer Data does not include Axion Technology, Usage Data, or information that has been aggregated or de-identified so that it does not identify Customer, an individual, or a specific confidential project.

1.4 Documentation. "Documentation" means Axion's then-current product descriptions, user guides, technical instructions, onboarding materials, usage rules, release notes, and support materials made available for the Services.

1.5 Order. An "Order" is the accepted online checkout record, Stripe subscription record, invoice, quote, order form, statement of work, or other written ordering document that identifies the Customer, selected Product, seat quantity or enterprise scope, billing interval, price, discount if any, and Subscription Period. An Order is incorporated into this Agreement.

1.6 Output. "Output" means reports, analyses, registers, draft calculations, suggested configurations, generated text, structured records, exports, or other results produced through Customer's authorized use of the Services. Output excludes Axion Technology and third-party materials.

1.7 Products. "Products" means AxionPlant, AxionHelios, AxionBESS, and AxionAero, in each case only to the extent selected in an Order. Product scope and functionality are described in the applicable Order and Documentation.

1.8 Services. "Services" means the selected Products, hosted software, applications, portals, APIs, Documentation, support, updates, and related services Axion provides under an Order. Professional services are included only when an Order expressly states so.

1.9 Subscription Period. A "Subscription Period" is the monthly, annual, multi-year, trial, pilot, or other subscription period stated in the Order, including any renewal period.

1.10 Axion Technology. "Axion Technology" means the Services and all software, source and object code, models, algorithms, workflows, methods, interfaces, templates, designs, inventions, know-how, Documentation, improvements, and intellectual property owned or controlled by Axion or its licensors, including all modifications and derivative works.

1.11 Usage Data. "Usage Data" means operational, diagnostic, performance, telemetry, security, and usage information concerning access to and operation of the Services, excluding Customer Data in identifiable form.

2.1 Formation and authority. This Agreement becomes binding when an individual, on behalf of Customer, affirmatively checks the required acceptance box and submits an online Order, signs an Order that incorporates this Agreement, or pays an invoice that expressly incorporates this Agreement. That individual represents and warrants that the individual is at least eighteen years old and has authority to bind Customer. The Services are offered solely for commercial, professional, institutional, or governmental use and not for personal, family, or household use.

2.2 Order details. The Order identifies what Customer purchased. Customer must review the Product, seat quantity or enterprise scope, billing interval, amount due, renewal terms, and any promotion before submitting the Order. Customer must promptly notify Axion of an apparent error.

2.3 Acceptance, errors, and fraud review. An online payment confirmation does not require Axion to provision an Order affected by an obvious pricing, configuration, eligibility, technical, or promotional error, suspected fraud, sanctions concern, or unauthorized use of a promotion code. Before provisioning, Axion may reject or correct the Order and refund any amount collected. After provisioning, Axion may invoice a pricing difference caused by Customer's fraud, misrepresentation, or unauthorized discount use.

2.4 Order of precedence. If documents conflict, the following order controls: (a) a mutually signed Order, statement of work, data processing addendum, or service level agreement, but only for its specific subject; (b) the online Order details captured when Customer accepted and paid; (c) this Agreement; (d) Axion's Terms of Service; and (e) the Documentation. The Privacy Policy describes Axion's processing of personal information and does not expand service warranties or liability.

2.5 Purchase orders and portals. A purchase order, vendor portal, procurement form, or similar Customer document is administrative only. Any additional or inconsistent term in it is rejected and has no effect unless Axion expressly accepts that term in a writing signed by an authorized Axion representative.

2.6 Accurate information. Customer will provide complete and accurate identity, billing, tax, account-administrator, and contact information and will keep it current. Axion may rely on the billing email and account-administrator information in the Order and Customer account.

3.1 Plans and pricing. Schedule 1 states Axion's standard list pricing as of the Effective Date. The accepted Order controls the Product, plan, seat scope, price, discount, currency, billing interval, and amount due for that Order. Unless the Order expressly states otherwise, all amounts are in U.S. dollars and exclude taxes.

3.2 Annual plans. An annual plan has an initial Subscription Period of twelve months, is billed in advance, and is non-cancelable during the paid annual period. Customer may cancel automatic renewal at any time before the next annual renewal charge. Cancellation does not shorten the current annual period or create a refund.

3.3 Monthly no-commitment plans. A monthly no-commitment plan is billed in advance for each monthly Subscription Period and continues month to month until canceled. Customer may cancel before the next billing date. Cancellation takes effect at the end of the then-current paid monthly period.

3.4 Annual commitments paid in installments. If a signed Order expressly permits monthly or quarterly installments for an annual or multi-year commitment, those payments are installments of a non-cancelable commitment and are not a month-to-month plan. Termination or suspension does not eliminate unpaid committed installments except where this Agreement expressly requires a refund for Axion's uncured material breach or discontinuation.

3.5 Automatic renewal and renewal reminders. Unless the Order expressly states that renewal requires a new written Order, each subscription automatically renews for successive periods of the same length. Annual subscriptions renew for successive one-year periods. Axion will provide any renewal reminder or notice in the timing, form, and delivery method required by applicable law. Without limiting that obligation, Axion intends to send the annual billing contact a reminder before each annual renewal. Monthly subscriptions renew monthly without a separate advance reminder beyond invoices, receipts, account notices, and the recurring terms displayed at checkout, except where applicable law requires additional notice.

3.6 How to cancel. Customer may cancel automatic renewal through the Stripe Customer Portal link made available on the Website or in billing communications. If the portal is unavailable, Customer may send a cancellation request to [email protected] from the billing email address and include the Customer name and subscription identifier. Axion may use reasonable identity-verification steps. A cancellation is effective when recorded by the portal or confirmed by Axion, and it applies at the end of the current paid Subscription Period unless the Order or applicable law requires otherwise.

3.7 Recurring payment authorization. Customer authorizes Axion and its payment processor to charge the selected payment method for all recurring subscription fees, approved usage charges, taxes, and other amounts shown in the Order or invoice until cancellation becomes effective. Customer authorizes reasonable payment retries and use of network account-updater services. Customer will maintain a valid payment method and sufficient funds.

3.8 Stripe and other payment providers. Payment information may be collected and processed by Stripe or another payment provider under that provider's terms and privacy notices. Axion does not receive or store full payment-card numbers. Axion is not responsible for a payment provider's independent acts, outages, authentication requirements, holds, declines, or errors.

3.9 Promotions and discounts. A promotion, coupon, pilot discount, launch discount, founder discount, payment-method incentive, or other concession applies only if it is valid, accepted, and shown in the Order. Unless the Order expressly states otherwise: (a) the promotion applies only for its stated introductory period; (b) the subscription renews afterward at Axion's then-current undiscounted price; (c) discounts do not stack with each other or with published multi-seat pricing; and (d) an ACH, wire, or direct-invoice incentive applies only if payment is received through the required method by the stated due date.

3.10 Taxes and withholding. Fees exclude sales, use, value-added, goods and services, excise, withholding, and similar taxes and governmental assessments. Customer is responsible for taxes arising from its purchase, except taxes based on Axion's net income. Customer will provide valid exemption documentation before invoicing. If law requires Customer to withhold an amount, Customer will gross up the payment so Axion receives the invoiced amount, except to the extent gross-up is prohibited by law.

3.11 Price changes. Axion may change list prices prospectively. A price change does not alter a prepaid Subscription Period. For an automatically renewing subscription, Axion will provide at least thirty days' advance notice of a renewal-price increase unless a longer period is required by law. Continued renewal after the effective date constitutes acceptance of the new renewal price. Customer may cancel renewal before the charge.

3.12 No refunds or credits. Except where this Agreement or applicable non-waivable law expressly provides otherwise, all fees are non-refundable and non-creditable. Axion does not provide refunds for unused time, partial months, unused seats, delayed onboarding caused by Customer, Customer's failure to use the Services, or Customer's cancellation of a future renewal.

3.13 Failed and late payments. Axion may retry failed payments, suspend access, reduce functionality, or terminate an Order for nonpayment. Undisputed overdue amounts may accrue interest at the lesser of one and one-half percent per month or the maximum lawful rate, plus reasonable collection costs. Customer remains responsible for fees accruing before suspension and all unpaid committed fees.

3.14 Billing disputes and chargebacks. Customer must give Axion written notice of a good-faith billing dispute within thirty days after the applicable invoice or charge and must identify the disputed amount and basis. The parties will work in good faith to resolve the dispute. A chargeback or payment reversal does not cancel a subscription and is not a substitute for the cancellation process.

3.15 Seat and plan changes. Seat increases and upgrades may take effect immediately and may be prorated. Seat reductions and downgrades take effect at the next renewal unless Axion agrees otherwise. Axion may require migration to Enterprise when the purchased or actual seat scope reaches the applicable Enterprise threshold in Schedule 1. Quantities not listed in Schedule 1 require a custom Order.

4.1 Provisioning. Subject to Customer's compliance and payment, Axion will make the selected Services available during the Subscription Period. Delivery occurs when Axion provisions the account, sends access credentials or an activation link, or otherwise makes the Services available. Subscription access is a service and not a sale of software, equipment, or goods.

4.2 Limited right of use. Axion grants Customer a limited, non-exclusive, non-transferable, non-sublicensable, revocable right during the applicable Subscription Period to access and use the selected Services for Customer's internal business operations and for preparing Customer's own project work and client deliverables, subject to this Agreement, the Order, and Documentation.

4.3 Named-user seats. Each non-Enterprise seat is a named-user seat assigned to one natural person. Customer may not share, pool, rotate, or use generic credentials to avoid purchasing seats. Customer may reassign a seat for a bona fide personnel change or, otherwise, no more than once in any thirty-day period without Axion's written approval.

4.4 Enterprise subscriptions. An Enterprise subscription provides unlimited named-user seats only for the single Customer legal entity identified in the Order. Unless the Order expressly states otherwise, Enterprise does not include Customer's parents, subsidiaries, Affiliates, joint ventures, portfolio companies, clients, vendors, or separate legal entities. Unlimited seats does not mean unlimited storage, compute capacity, API traffic, data volume, projects, premium support, onboarding, integrations, or professional services.

4.5 Contractors. Customer may authorize an individual contractor to use a seat only while that contractor performs services solely for Customer, is bound by written confidentiality and use restrictions at least as protective as this Agreement, and does not use the Services for another client or for the contractor's own business. Customer is liable for contractor use.

4.6 Affiliates. An Affiliate may use the Services only if the Order expressly names or includes that Affiliate. If included, Customer remains jointly responsible for the Affiliate's acts, omissions, fees, and compliance.

4.7 Accounts and administrators. Customer will designate an account administrator, protect credentials and API keys, use appropriate access controls, and promptly disable access for departed or unauthorized users. Customer will notify Axion promptly of suspected compromise or unauthorized access. Customer is responsible for activity under its accounts except to the extent directly caused by Axion's breach of this Agreement.

4.8 Usage limits and fair use. Customer will comply with technical limits, rate limits, storage limits, API limits, and reasonable-use policies stated in the Order or Documentation. Axion may apply safeguards to protect security, reliability, cost, and other customers. Material usage beyond the purchased scope may require additional fees, a plan upgrade, or a custom Order.

4.9 Verification of license scope. Axion may use technical controls and Usage Data to verify seat count, account sharing, plan eligibility, and usage limits. On reasonable request, Customer will certify compliance. If Customer materially underlicenses or exceeds scope, Axion may invoice the applicable difference at then-current rates and recover reasonable verification costs.

5.1 Prohibited conduct. Customer will not, and will not permit any person to: (a) copy, modify, translate, adapt, or create derivative works of the Services or Documentation except as expressly allowed; (b) reverse engineer, decompile, disassemble, discover source code, extract models or training data, or infer non-public algorithms or interfaces; (c) sell, resell, rent, lease, sublicense, distribute, timeshare, outsource, or provide service-bureau access to the Services; (d) make the Services available to a third party other than an Authorized User; (e) circumvent seat controls, rate limits, security measures, payment controls, or usage restrictions; (f) scrape, crawl, harvest, or access the Services through unauthorized automation; (g) use the Services or Output to build, train, benchmark, validate, or improve a competing product or model without Axion's prior written consent; (h) remove proprietary notices; (i) upload malicious code or interfere with availability or integrity; (j) probe, scan, penetration test, or conduct security research without Axion's prior written authorization; (k) impersonate another person or misrepresent authority; (l) infringe intellectual property, privacy, confidentiality, or other rights; (m) use the Services in violation of law, sanctions, export controls, professional obligations, or an Order; (n) submit prohibited sensitive data under Section 8.5; (o) use the Services for unlawful surveillance, discrimination, fraud, deception, or harmful activity; or (p) use the Services outside the purchased Product or license scope.

5.2 Customer systems and integrations. Customer is responsible for its systems, networks, devices, integrations, credentials, and third-party accounts. Customer will not connect a system or data source unless it has all necessary rights, approvals, and security controls.

5.3 Enforcement. Axion may investigate suspected misuse, preserve relevant records, remove or quarantine harmful content, restrict an integration, suspend access, and cooperate with lawful authorities. Axion will use commercially reasonable efforts to limit a suspension to the affected account or function when practicable, but safety, security, legal, and payment concerns may require broader action.

6.1 Workflow-assistance software only. The Services are human-in-the-loop engineering workflow and information-management tools. They may assist with project inputs, assumptions, calculations, layouts, registers, coordination, QA/QC, analysis, and deliverable preparation. They do not replace qualified professional judgment.

6.2 No professional engineering or other advice. Unless a separate signed statement of work expressly says otherwise, Axion does not provide professional engineering, architecture, surveying, geotechnical, environmental, legal, tax, accounting, financial, safety, code-compliance, permitting, interconnection, or regulatory services. Axion is not Customer's engineer of record, independent checker, code official, authority having jurisdiction, utility, owner's engineer, safety professional, or fiduciary.

6.3 Independent review required. Customer must have qualified and, where required, licensed professionals independently review and approve all inputs, assumptions, calculations, configurations, Output, drawings, specifications, and decisions before reliance, submission, procurement, construction, commissioning, operation, maintenance, financing, permitting, interconnection, or other use. Output is not sealed, certified, approved, construction-ready, permit-ready, or issued for construction merely because it was generated or exported from the Services.

6.4 Inputs, assumptions, and conditions. Output may depend on Customer Data, equipment-vendor information, assumptions, sensor accuracy, data completeness, weather, site conditions, survey information, geotechnical information, codes and standards, utility criteria, owner requirements, configuration, calibration, third-party services, and changing facts. Customer is solely responsible for verifying the currentness, completeness, accuracy, compatibility, and legal right to use all inputs and for identifying site-specific or jurisdiction-specific requirements.

6.5 No safety-critical or real-time control use. Customer will not use the Services or Output as the sole or primary basis for life-safety decisions, emergency response, protective relaying, grid protection, SCADA commands, automated dispatch, real-time equipment control, fire or thermal-runaway response, navigation, structural safety, hazardous-energy isolation, or any use where an error or failure could reasonably cause death, personal injury, environmental harm, material property damage, or a violation of law.

6.6 No project or performance guarantee. Axion does not guarantee project approval, permitting, interconnection, code compliance, design acceptance, construction cost, schedule, energy yield, capacity, availability, reliability, savings, tax credits, incentives, financing, procurement outcome, revenue, or any other technical, commercial, regulatory, or operational result. Website statements, demonstrations, benchmarks, savings estimates, and examples are illustrative and are not warranties.

6.7 Customer control and responsibility. Customer retains exclusive control over and responsibility for its projects, assets, facilities, personnel, contractors, design decisions, calculations, engineering judgments, quality-control program, safety program, cybersecurity, maintenance, procurement, construction, operations, compliance, filings, submissions, and use or distribution of Output. Customer will maintain insurance appropriate to its activities and risk.

6.8 Client deliverables. Customer may incorporate authorized Output into its own or its client deliverables, but Customer does so under Customer's name and responsibility and only after the independent review required by this Section. Axion does not become a party to Customer's client contract and assumes no duty to Customer's client, owner, utility, contractor, lender, investor, insurer, regulator, or other third party.

7.1 Onboarding and dependencies. Customer will timely provide personnel, decisions, approvals, data, system access, credentials, and other dependencies reasonably needed for setup and use. Axion is not responsible for delay or failure caused by Customer, a third party, inaccurate information, or events outside Axion's reasonable control.

7.2 Standard support. Standard support is available through [email protected]. The support mailbox is generally monitored from 9:00 a.m. to 5:00 p.m. Eastern Time on U.S. business days, excluding U.S. federal holidays. Response and resolution times are targets only and are not warranties, service levels, or deadlines unless a mutually signed service level agreement expressly provides otherwise.

7.3 Maintenance. Axion may perform scheduled, emergency, security, and infrastructure maintenance. Axion will provide reasonable notice of material scheduled maintenance when practicable. Emergency work may occur without advance notice.

7.4 Updates and modifications. Axion may add, remove, modify, replace, or discontinue features, interfaces, models, integrations, and Documentation. Axion will not intentionally eliminate the core paid functionality of an entire Product during a prepaid Subscription Period without providing a commercially reasonable alternative or the termination remedy in Section 14.5, except where a change is reasonably required for security, law, third-party dependency, abuse prevention, or technical integrity.

7.5 Beta and preview features. A beta, pilot, preview, early-access, experimental, or evaluation feature may be incomplete, inaccurate, unsupported, confidential, and subject to additional terms. Axion may change or discontinue it at any time. Beta and preview features are provided without warranties, service levels, or indemnities and are excluded from any availability calculation.

7.6 Third-party services and data. The Services may interoperate with cloud providers, payment processors, AI or model providers, data sources, devices, APIs, open-source software, and other third-party services. Customer is responsible for obtaining necessary third-party rights and maintaining connectivity. Axion is not liable for a third party's content, acts, security, pricing, changes, suspension, or unavailability.

7.7 Professional services. Implementation, configuration, integration, migration, training, custom development, engineering review, and other professional services are excluded unless a signed Order or statement of work describes the scope, deliverables, dependencies, fees, acceptance process, and intellectual-property treatment.

7.8 No default service level or credits. Unless a mutually signed service level agreement expressly states otherwise, Axion makes no uptime or availability commitment, and no service credits apply. Any service credit stated in a signed agreement is Customer's exclusive monetary remedy for the covered availability shortfall.

8.1 Customer Data ownership and license. As between the parties, Customer retains its rights in Customer Data. Customer grants Axion and its service providers a non-exclusive, worldwide, royalty-free right during the term, and afterward only as necessary for backup, legal, security, and dispute purposes, to host, copy, process, transmit, display, modify for technical formatting, and otherwise use Customer Data to provide, secure, support, troubleshoot, and administer the Services and perform this Agreement.

8.2 Usage Data and de-identified information. Axion may collect and use Usage Data and aggregated or de-identified information for security, fraud prevention, analytics, capacity planning, support, product development, benchmarking, and business operations, provided the resulting information does not identify Customer, an individual, or a specific confidential project. Axion may retain and use that information after termination.

8.3 Privacy Policy and data processing terms. Axion's Privacy Policy is available at https://www.axiondynamicsgroup.com/privacy/. If the Services process personal data subject to a law requiring a data processing agreement, the parties will enter Axion's then-current data processing addendum before that processing begins. A signed data processing addendum controls only for its subject matter.

8.4 Customer compliance and instructions. Customer represents and warrants that it has all rights, permissions, notices, consents, and lawful bases needed to provide Customer Data and instruct Axion to process it. Customer is responsible for data minimization, data-subject requests, retention instructions, access permissions, and the lawfulness of Customer's collection, use, sharing, and transfer of Customer Data.

8.5 Prohibited sensitive data. Unless a signed Order expressly authorizes it and the parties agree to required safeguards, Customer will not submit protected health information, full payment-card data, bank-account credentials, Social Security numbers, classified information, controlled unclassified information, export-controlled technical data, biometric identifiers, precise consumer geolocation, personal financial records, authentication secrets, information subject to heightened sector-specific regulation, or other data for which the Services are not designed.

8.6 Security measures and limitations. Axion will maintain administrative, technical, and physical safeguards that Axion considers commercially reasonable for the nature of the Services and Customer Data. No system, transmission, model, integration, or storage method is completely secure, error-free, or immune from unauthorized access. Customer is responsible for endpoint security, account configuration, access management, backups, and secure use.

8.7 Security incidents. Axion will provide security-incident notices to the extent and within the time required by applicable law or a signed data processing addendum after Axion confirms an incident affecting Customer Data. Notice does not admit fault or liability. Axion may delay or limit details where reasonably necessary for security, investigation, remediation, privilege, or law-enforcement requirements.

8.8 Backups and continuity. Axion may maintain backups and continuity measures under its then-current practices, but the Services are not Customer's system of record or exclusive backup. Customer will maintain independent, current copies of Customer Data and critical Output.

8.9 Export, retention, and deletion. Customer should export needed Customer Data before expiration or termination. If Customer makes a written request within thirty days after the effective termination date and the account is paid and technically accessible, Axion will use commercially reasonable efforts to provide an export in an available standard format. After that thirty-day period, Axion has no obligation to retain Customer Data and may delete it under its retention practices. Copies may remain in backups, logs, legal holds, security records, and disaster-recovery systems until overwritten or no longer required.

8.10 Service providers and locations. Axion may use Affiliates and service providers to process Customer Data and operate the Services in the United States and other jurisdictions where Axion or its providers operate, subject to applicable law and any signed data processing addendum.

8.11 Legal requests. Axion may preserve or disclose Customer Data when Axion reasonably believes doing so is required by law, legal process, sanctions screening, fraud prevention, safety, security, enforcement of this Agreement, or protection of rights. Where legally permitted and practicable, Axion will direct a requesting authority to Customer or notify Customer.

9.1 Confidential Information. "Confidential Information" means non-public information disclosed by or for a party that is marked confidential or that reasonably should be understood as confidential given its nature and the circumstances. It includes Customer Data, security information, non-public pricing, business plans, product roadmaps, source code, models, algorithms, technical information, and the non-public terms of an Order.

9.2 Protection and use. The receiving party will use the disclosing party's Confidential Information only to perform or receive the Services, protect legal rights, or comply with law; will protect it using at least reasonable care; and will disclose it only to personnel, Affiliates, contractors, service providers, insurers, lenders, investors, acquirers, and professional advisers who need to know it and are bound by confidentiality obligations.

9.3 Exclusions. Confidential Information does not include information the receiving party can document: (a) is public through no breach; (b) was lawfully known without restriction before disclosure; (c) is received lawfully from a third party without confidentiality duty; or (d) is independently developed without use of the disclosing party's Confidential Information.

9.4 Compelled disclosure. The receiving party may disclose Confidential Information to the extent required by law or legal process. Where legally permitted, it will give prompt notice and reasonable cooperation, at the disclosing party's expense, to seek confidential treatment or limit disclosure.

9.5 Duration. These confidentiality obligations continue during the Agreement and for three years after the relevant disclosure, except that trade secrets remain protected for so long as they qualify as trade secrets and Customer Data remains protected as required by this Agreement and applicable law.

9.6 Equitable relief. Unauthorized use or disclosure of Confidential Information or Axion Technology may cause irreparable harm for which damages are inadequate. The affected party may seek injunctive or equitable relief without proving special damages or posting bond, to the extent permitted by law.

10.1 Axion ownership. Axion and its licensors own all right, title, and interest in Axion Technology, Products, Services, Documentation, Usage Data, improvements, and all related intellectual-property rights. No right is granted except the limited right expressly stated in this Agreement.

10.2 Customer materials. Customer retains its rights in Customer Data and Customer's pre-existing materials, methods, systems, and intellectual property. Customer grants only the rights needed for Axion to perform this Agreement.

10.3 Output rights and limitations. Subject to payment and this Agreement, Customer may use and reproduce Output for Customer's business and project deliverables during and after the Subscription Period. Axion retains ownership of Axion Technology, generic methods, templates, know-how, and components embedded in or used to generate Output. Axion does not represent that Output is unique, copyrightable, non-infringing, or unavailable to other customers. Similar or identical Output may be generated for others.

10.4 Feedback. Customer may provide ideas, suggestions, evaluations, enhancement requests, or other feedback. Customer grants Axion a perpetual, irrevocable, worldwide, transferable, sublicensable, royalty-free right to use and commercialize feedback without restriction or compensation, provided Axion does not identify Customer or disclose Customer Confidential Information in doing so.

10.5 Third-party and open-source components. The Services may include third-party or open-source components governed by separate terms. Those terms control to the extent they expressly apply and may provide Customer additional rights. Axion does not grant rights in third-party materials beyond what the applicable licensor permits.

11.1 Mutual authority. Each party represents that it is validly existing under the laws of its organization, has authority to enter this Agreement, and will comply with laws applicable to its own performance.

11.2 Customer representations. Customer represents and warrants that: (a) it and its Authorized Users will comply with this Agreement and the Order; (b) Customer has all rights required for Customer Data, integrations, and instructions; (c) Customer will use the Services only for lawful business purposes; (d) Customer is not purchasing for personal, family, or household use; and (e) Customer will obtain all required professional review, approvals, licenses, consents, and permits.

11.4 Non-waivable rights. If applicable law does not permit a disclaimer, exclusion, or limitation, it applies only to the maximum extent permitted, and any required warranty is limited to the shortest period and narrowest remedy permitted by law.

12.1 Customer indemnification. Customer will defend, indemnify, and hold harmless Axion, its Affiliates, licensors, service providers, and their directors, officers, employees, contractors, and agents from and against third-party claims, demands, investigations, proceedings, damages, judgments, settlements, penalties, fines, costs, and reasonable attorneys' fees arising out of or relating to: (a) Customer Data, Customer instructions, or an integration selected by Customer; (b) Customer's projects, assets, facilities, operations, client work, deliverables, or use of or reliance on Output; (c) death, personal injury, environmental harm, property damage, construction delay, or professional liability connected to Customer's use; (d) Customer's or an Authorized User's breach of this Agreement; (e) unlawful, unauthorized, negligent, reckless, fraudulent, or willful conduct; or (f) infringement or violation of a third party's rights by Customer Data, Customer materials, or Customer's combination, modification, or use of the Services.

12.2 Indemnification procedure. Axion will give reasonably prompt notice of an indemnified claim, subject to no loss of rights except to the extent delay materially prejudices the defense. Customer will control the defense with counsel reasonably acceptable to Axion. Axion may participate with its own counsel at its expense. Customer may not settle a claim if the settlement admits fault by Axion, imposes non-monetary obligations on Axion, restricts Axion Technology or business, or fails to provide an unconditional release, unless Axion gives prior written consent.

12.3 Axion infringement response. If Axion reasonably believes the authorized Services may infringe a third party's U.S. intellectual-property right, Axion may, at its option: (a) obtain the right for Customer to continue use; (b) modify or replace the affected Services; or (c) terminate the affected Order and refund prepaid fees allocable to the unused portion of the terminated Subscription Period. Axion has no obligation for a claim caused by Customer Data, Customer specifications, modifications not made by Axion, unauthorized use, continued use after notice, combination with items not supplied by Axion, third-party services, or use of a superseded version after a non-infringing update is available. This Section states Customer's exclusive remedy and Axion's entire obligation for infringement allegations.

12.4 No Axion indemnity unless expressly purchased. Axion does not provide a defense or indemnity obligation unless a mutually signed Enterprise Order expressly states the scope, exclusions, procedure, and liability cap for that obligation.

13.3 Customer obligations not limited. The exclusions and Axion cap do not limit Customer's payment obligations, Customer's liability for breach of use restrictions or license scope, Customer's indemnification obligations, Customer's infringement or misappropriation of Axion rights, fraud, or liability that cannot lawfully be limited.

13.4 Allocation of risk. The disclaimers, exclusions, and limitations are an essential basis of the bargain, apply to all legal theories and remedies, and apply even if a remedy fails of its essential purpose. Pricing would be materially higher without them.

13.5 Time limit for claims. To the maximum extent permitted by law, Customer must commence any claim arising out of or relating to this Agreement or the Services within one year after the claim accrued. This limit does not shorten Axion's period to collect unpaid fees or enforce intellectual-property, confidentiality, security, or use restrictions.

14.1 Agreement term. This Agreement begins when first accepted and continues while any Order or surviving obligation remains in effect.

14.2 Customer cancellation and non-renewal. Customer may cancel automatic renewal as stated in Section 3. Customer has no termination-for-convenience right during an annual, multi-year, or other committed Subscription Period unless the Order expressly provides one.

14.3 Suspension. Axion may suspend or restrict access immediately if Axion reasonably believes there is nonpayment, unauthorized access, account sharing, excessive usage, a security threat, unlawful conduct, sanctions or export risk, a material breach, harm to the Services or others, or a need to protect Axion Technology or Customer Data. Axion may also suspend for undisputed overdue fees after notice. Suspension does not waive fees or other remedies.

14.4 Termination for cause. Either party may terminate an affected Order if the other materially breaches and does not cure within thirty days after written notice. Axion may terminate immediately for a breach that is not curable or for repeated breach, fraud, unauthorized access, infringement, prohibited high-risk use, material security risk, sanctions concern, or failure to pay undisputed fees within ten days after notice. If Customer properly terminates for Axion's uncured material breach, Customer's exclusive monetary remedy is a pro rata refund of prepaid fees allocable to the unused portion of the terminated Service.

14.5 Axion discontinuation or convenience. Axion may terminate a Product or Order for convenience on thirty days' notice. If Axion terminates a prepaid Service for convenience or permanently discontinues the entire purchased Product during the prepaid Subscription Period, Axion will refund prepaid fees allocable to the unused portion. Axion may terminate a free, trial, pilot, beta, or evaluation Service at any time without refund.

14.6 Effect of expiration or termination. When an Order ends, Customer's right to access the affected Services ends. Customer will stop using the Services and Documentation and will return or destroy Axion Confidential Information on request, subject to routine backups and legal retention. Customer remains responsible for accrued fees, unpaid committed fees when termination results from Customer breach, taxes, interest, and collection costs.

14.7 Data after termination. Customer Data export and retention are governed by Section 8.9. Axion has no obligation to retain Customer Data after the stated request period.

14.8 Survival. Provisions that by their nature should survive do survive, including payment, restrictions, engineering responsibility, data rights needed for post-termination obligations, confidentiality, intellectual property, disclaimers, indemnification, liability limits, dispute terms, and general provisions.

15.1 Applicable law. Each party will comply with laws applicable to its own performance. Customer is solely responsible for laws, regulations, codes, standards, professional rules, utility requirements, contract requirements, privacy obligations, and industry requirements applicable to Customer's projects, data, assets, locations, and use of the Services.

15.2 Export controls and sanctions. Customer will not access, use, export, re-export, release, or transfer the Services, Output, or technical information in violation of export-control, import, anti-boycott, or sanctions laws. Customer represents that it is not a prohibited or restricted party, is not organized or ordinarily resident in a comprehensively sanctioned jurisdiction, and will not permit access by a prohibited person.

15.3 Anti-corruption. Customer will comply with applicable anti-bribery, anti-corruption, and anti-money-laundering laws and will not offer, authorize, or provide anything of value to improperly influence a person in connection with the Services.

15.4 Government use. Government rights, security requirements, procurement clauses, flow-downs, records obligations, and sovereign-immunity terms apply only if a mutually signed Order expressly accepts them. The Services are commercial computer software and commercial computer software documentation to the maximum extent recognized by applicable law.

16.1 Good-faith escalation. Before filing a claim, a party will give written notice describing the dispute and requested relief. Authorized business representatives will attempt in good faith to resolve it for at least thirty days. This requirement does not prevent urgent injunctive relief, suspension, termination, collection activity, or a filing needed to preserve a limitation period.

16.2 Governing law. This Agreement and each Order are governed by the laws of the State of New York, without regard to conflict-of-law rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

16.3 Exclusive venue. Each party irrevocably submits to the exclusive jurisdiction of the state and federal courts located in New York County, New York, for any dispute arising out of or relating to this Agreement or the Services, and waives objections based on venue or inconvenient forum. Axion may seek injunctive relief or collect undisputed amounts in any court with jurisdiction.

17.1 Notices. Axion may send operational, billing, renewal, legal, and security notices to the account administrator or billing email in the Order. Customer must keep those addresses current. Formal legal notices to Axion must be sent to [email protected] with the subject line "LEGAL NOTICE" and are effective when received without delivery failure. Notices to Customer are effective when sent to the current account or billing email without delivery failure, except where applicable law requires another method.

17.2 Assignment. Customer may not assign, transfer, delegate, or sublicense this Agreement or an Order without Axion's prior written consent. Axion may assign this Agreement or any Order to an Affiliate or in connection with financing, reorganization, merger, acquisition, sale of assets, or change of control. Any prohibited assignment is void.

17.3 Force majeure. Axion is not liable for delay, failure, or degradation caused by events beyond its reasonable control, including natural disaster, severe weather, fire, flood, epidemic, war, terrorism, civil disorder, labor dispute, government action, utility or internet failure, cloud or data-center outage, cyberattack, denial-of-service event, third-party service failure, supply-chain disruption, or failure of telecommunications or power. Payment obligations are not excused.

17.4 Independent contractors. The parties are independent contractors. This Agreement does not create a partnership, joint venture, agency, fiduciary, franchise, employment, or exclusive relationship. Neither party may bind the other.

17.5 No third-party beneficiaries. There are no third-party beneficiaries. Customer's clients, owners, lenders, investors, utilities, contractors, regulators, and Authorized Users have no independent rights under this Agreement.

17.6 Publicity. Neither party may use the other party's name, logo, or marks in public marketing, publicity, or press releases without prior written consent, except as required by law or to identify the parties in a private transaction record.

17.7 Changes to this Agreement. Axion may update this Agreement prospectively by posting a revised version and changing the effective date. A material change will apply to an existing paid subscription at the next renewal, unless earlier application is reasonably required by law, security, abuse prevention, or a third-party dependency. Axion will provide reasonable notice of a material change. Customer may cancel renewal before the change applies.

17.8 Waiver and severability. A waiver must be in writing and is limited to the specific instance. Failure to enforce a right is not a waiver. If a provision is invalid or unenforceable, it will be enforced to the maximum lawful extent and the remaining provisions remain effective.

17.9 Entire agreement. This Agreement, the applicable Orders, and documents expressly incorporated by reference are the entire agreement concerning the paid subscription and supersede prior or contemporaneous proposals, communications, and understandings on that subject. Axion's Terms of Service are available at https://www.axiondynamicsgroup.com/terms/. Axion's Privacy Policy is available at https://www.axiondynamicsgroup.com/privacy/.

17.10 Electronic records and signatures. The parties consent to electronic contracting, records, notices, invoices, and signatures. An electronic acceptance, signature, checkout record, invoice payment, or digital copy has the same effect as an original. Customer may download, print, or save this Agreement and the Order for its records.

17.11 Interpretation. Headings are for convenience only. "Including" means "including without limitation." The singular includes the plural and vice versa. A reference to writing includes email and electronic records. This Agreement will not be construed against a party because that party drafted it.

17.12 Language. The controlling language of this Agreement is English. A translation is for convenience only unless a signed Order expressly states otherwise.