Axe Paxe, LLC Terms & Conditions

Updated: February 15, 2019

Welcome, and thank you for your interest in Axe Paxe, LLC (“AxePaxe”). The following Terms and Conditions are a legally binding contract between you and AxePaxe regarding your use of AxePaxe’s website, related networks, and other related features or services (collectively, the “Site”), and our products.

PLEASE READ THE FOLLOWING TERMS AND CONDITIONS CAREFULLY. BY CLICKING “I ACCEPT” or “OK,” REGISTERING FOR AN ACCOUNT, ACCESSING, BROWSING, OR OTHERWISE USING THE SITE, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THE FOLLOWING TERMS AND CONDITIONS, INCLUDING THE AXEPAXE PRIVACY POLICY, ANY APPLICABLE END USER LICENSE AGREEMENT, AND ANY ADDITIONAL TERMS OR FUTURE MODIFICATIONS (COLLECTIVELY, THE “TERMS”).

If you are not eligible, or do not agree to all of the Terms, then please do not use the Site.

ARBITRATION NOTICE. Except for certain kinds of disputes described in Section 21, you agree that disputes arising under these Terms will be resolved by binding, individual arbitration, and BY ACCEPTING THESE TERMS, YOU AND AXEPAXE ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN ANY CLASS ACTION OR REPRESENTATIVE PROCEEDING. YOU AGREE TO GIVE UP YOUR RIGHT TO GO TO COURT to assert or defend your rights under this contract (except for matters that may be taken to small claims court). Your rights will be determined by a NEUTRAL ARBITRATOR and NOT a judge or jury. (See Section 21.)

  1. Eligibility.  By agreeing to the Terms, you represent and warrant to us that your registration and your use of the Site is in compliance with any and all applicable laws, rules, and regulations. If you are using the Site on behalf of an entity, organization, or company (each, a “Represented Organization”), you are an authorized representative of that Represented Organization with the authority to bind such organization to these Terms and agree to be bound by these Terms on behalf of such Represented Organization. In such a case, “you” in these Terms refers to your Represented Organization, and any individual authorized to use the Site on behalf of the Represented Organization, including you.
  2. Privacy Policy; Additional Terms
    1. Privacy Policy. Please read our Privacy Policy for information relating to our collection, use, and disclosure of your personal information.  Our Privacy Policy is hereby incorporated by reference into, and made a part of, these Terms.
    2. Additional Terms. Your use of the Site is subject to any additional terms, rules, or guidelines applicable to certain services and features which we may post from time to time (the “Additional Terms”). All such Additional Terms are hereby incorporated by reference into, and made a part of, the Terms.
  3. Modification of the Terms. We reserve the right, at our discretion, to change the Terms on a going forward basis at any time. Please check the Terms periodically for changes. Your continued use of the Site after the changes become effective constitutes your binding acceptance of such changes. In the event that a change to the Terms materially modifies your rights or obligations, we will make an effort to notify you of the change, such as by sending you an email to the address we have on file for you, or presenting a pop-up window or other notification to you through the Site, and we may require that you accept the modified Terms in order to continue to use the Site. Material modifications are effective upon your acceptance of the modified Terms. Immaterial modifications are effective upon publication, and material changes will be effective upon the earlier of (a) continued use of the Site with actual knowledge of the modification, or (b) thirty (30) days following the change. For the avoidance of doubt, disputes arising hereunder will be resolved in accordance with the Terms in effect at the time the dispute arose.
  4. Accounts and Registration. To access certain features of the Site you may need to register for an account. When you register for an account, you may be required to provide us with some information about yourself (such as your e-mail address or other contact information). You agree that the information you provide to us is and will be accurate and up-to-date at all times. When you register, you may be asked to provide a password. You are solely responsible for maintaining the confidentiality of your account and password. You agree to accept responsibility for all activities that occur under your account. If you have reason to believe that your account is no longer secure for any reason (for example, in the event of a loss, theft, or unauthorized disclosure or use of your password), then you agree to notify us immediately thereof.  One way to contact is by sending us an email to support@axepaxe.com.  You may also use the CONTACT US section of the Site.
  5. Location Data. Some features of the Site enable us to tailor your experience on the Site based on your location. If you decline to provide location information, or in our judgment, we cannot verify your location, you may be unable to utilize some or all features of the Site.
  6. User Content.
    1. User Content Generally. Certain features of the Site may now or in the future permit users to post content, including messages, comments, reviews, photos, images, folders, data, text, and other types of works (collectively called, “User Content”) and to publish User Content on the Site.
    2. Limited License Grant to AxePaxe. By posting User Content, you grant AxePaxe a worldwide, non-exclusive, transferable, assignable, fully paid-up, royalty-free, perpetual, irrevocable right and license to host, transfer, display, perform, reproduce, modify, distribute and re-distribute, and otherwise exploit your User Content, in whole or in part, in any media formats and through any media channels (now known or hereafter developed). You retain copyright and any other proprietary rights you hold in the User Content that you post to the Site.
    3. User Content Representations and Warranties. You are solely responsible for your User Content and the consequences of posting or publishing User Content. By posting and publishing User Content, you affirm, represent, and warrant that:
      • You are the creator and owner of, or have the necessary licenses, rights, consents, and permissions to use, and to authorize AxePaxe and users of the Site to use and distribute, your User Content as necessary to exercise the licenses granted by you in this Section 6 and in the manner contemplated by the Terms;
      • Your User Content, and the use thereof as contemplated herein, does not and will not: (a) infringe, violate, or misappropriate any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; (b) slander, defame, libel, or invade the right of privacy, publicity or other property rights of any other person; (c) contain any viruses, adware, spyware, worms, or other malicious code; or (d) violate any applicable law, rule, or regulation.
    1. User Content Disclaimer. We are under no obligation to edit or control User Content that you and other users post or publish, and will not be in any way responsible or liable for User Content. You understand that when using the Site you may be exposed to User Content from a variety of sources and acknowledge that User Content may be inaccurate, offensive, indecent or objectionable. You agree to waive, and hereby do waive, any legal or equitable rights or remedies you have or may have against AxePaxe with respect thereto. We expressly disclaim any and all liability in connection with User Content. If notified by a user or content owner that User Content allegedly does not conform to the Terms, we may investigate the allegation and determine in our sole discretion whether (or note) to remove the User Content, which we reserve the right to do at any time and without notice for any or no reason. For clarity, AxePaxe does not permit copyright infringing activities on the Site.
  1. Monitoring Content. AxePaxe does not control and does not have any obligations to monitor: (a) User Content; (b) any content made available by third parties; or (c) the use of the Site by its users. You acknowledge and agree that AxePaxe reserves the right to, and may from time to time, monitor any and all information transmitted or received through the Site for operational and other purposes. If at any time AxePaxe chooses to monitor the content, AxePaxe still assumes no responsibility or liability for content or any loss or damage incurred as a result of the use of content. During monitoring, information may be examined, recorded, copied, and used in accordance with our Privacy Policy.
  2. Consent to Electronic Communications.  By using the Site, you consent to receiving certain electronic communications from us as further described in our Privacy Policy. Please read our Privacy Policy to learn more about our electronic communications practices. You agree that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including that those communications be in writing.
  1. Digital Millennium Copyright Act
    1. DMCA Notification. We comply with the provisions of the Digital Millennium Copyright Act applicable to internet service providers (17 U.S.C. §512, as amended). If you have any complaints or objections to material posted on the Site, you may contact our Designated Agent at the following address:

Axe Paxe, LLC
Copyright Compliance Department

2870 Peachtree Road #909

Atlanta, GA 30305

e-mail: support@axepaxe.com

Any notice alleging that materials hosted by or distributed through the Site infringe intellectual property rights must include the following information:

      1. an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other right being infringed;
      2. a description of the copyrighted work or other intellectual property that you claim has been infringed;
      3. a description of the material that you claim is infringing and where it is located on the Site;
      4. your name, address, telephone number, and email address;
      5. a statement by you that you have a good faith belief that the use of the materials on the Site of which you are complaining is not authorized by the copyright owner, its agent, or the law; and
      6. a statement by you that the above information in your notice is accurate and that, under penalty of perjury, you are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner’s behalf, and evidence of such authority.
  1. Third Party Services and Websites. AxePaxe may provide tools through the Site that enable you to export information to third party services, such as Instagram, Twitter, or Facebook. By using these tools, you agree that we may transfer such User Content and information to the applicable third party service. Such third party services are not under our control, and we are not responsible for the contents of the third party service or the use of your User Content or information by the third party service. The Site may also contain links to third-party websites. The linked sites are not under our control, and we are not responsible for the contents of any linked site. We provide these links as a convenience only, and a link does not imply our endorsement of, sponsorship of, or affiliation with the linked site. You should make whatever investigation you feel necessary or appropriate before proceeding with any transaction with any of these third parties services or websites.
  2. Feedback. If you choose to provide input and suggestions regarding proposed modifications or improvements to the Site or our products (“Feedback”), then you hereby grant AxePaxe an unrestricted, perpetual, irrevocable, non-exclusive, fully paid, royalty free right to exploit the Feedback in any manner and for any purpose, including to improve the Site or our products, and create other products and services.
  3. Prohibited Conduct. BY USING THE SITE YOU AGREE NOT TO:
    1. submit to AxePaxe information that is false, inaccurate, fabricated, counterfeited, tampered with, adjusted, or otherwise artificial or inauthentic;
    2. extract information from AxePaxe’s web or mobile applications for the purpose of using said information in conjunction with another service, web or mobile application;
    3. rent, lease, loan, sell, resell, sublicense, distribute or otherwise transfer the licenses granted herein or any Materials defined in Section 17;
    4. post, upload, or distribute any defamatory, libelous, or inaccurate User Content or other content;
    5. post, upload, or distribute any User Content or other content that is unlawful or that a reasonable person could deem to be objectionable, profane, offensive, indecent, pornographic, harassing, threatening, embarrassing, distressing, vulgar, hateful, racially or ethnically offensive, or otherwise inappropriate;
    6. impersonate any person or entity, falsely claim an affiliation with any person or entity, or access the Site accounts of others without permission, forge another person’s digital signature, misrepresent the source, identity, or content of information transmitted via the Site, or perform any other similar fraudulent activity;
    7. infringe the copyright or other proprietary rights on the Site or of any User Content;
    8. make unsolicited offers, advertisements, proposals, or send junk mail or spam to AxePaxe or other users of the Site. This includes, but is not limited to, unsolicited advertising, promotional materials, or other solicitation material, bulk mailing of commercial advertising, chain mail, informational announcements, charity requests, and petitions for signatures;
    9. use the Site for any illegal purpose, or in violation of any local, state, national, or international law, including, without limitation, laws governing intellectual property and other proprietary rights, data protection and privacy, or the collection, storage, transmission, or access of records;
    10. defame, harass, abuse, threaten or defraud users of the Site, or collect, or attempt to collect, personal information about users or third parties without their consent;
    11. use the Site for any commercial purpose, other than purchasing our products;
    12. remove, circumvent, disable, damage or otherwise interfere with security-related features of the Site or User Content, features that prevent or restrict use or copying of any content accessible through the Site, or features that enforce limitations on the use of the Site or User Content;
    13. reverse engineer, decompile, disassemble or otherwise attempt to discover the source code of the Site or any part thereof, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation;
    14. modify, adapt, translate or create derivative works based upon the Site or any part thereof, except and only to the extent the foregoing restriction is expressly permitted by applicable law; or
    15. intentionally interfere with or damage operation of the Site or any user’s enjoyment of it, by any means, including uploading or otherwise disseminating viruses, adware, spyware, worms, or other malicious code.

Each of the foregoing may be referred to individually or collectively as the context suggest or requires as “Prohibited Conduct.”

  1. Limitations on User Accounts. A user may not create more than one (1) AxePaxe account.
  2. Term. These Terms are effective beginning when you accept the Terms or first access or use the Site, and ending when terminated as described in Section 15.
  3. Termination of Use; Discontinuation and Modification of the Site. If you engage in Prohibited Conduct or otherwise violate any of the Terms, your permission to use the Site will automatically terminate. You also agree that we may, at any time and without notice to you, suspend or revoke your access to and use of the Site, and any accounts you may have in connection with the Site including: (i) where we determine in our sole discretion that such action is reasonable in order to comply with legal requirements or to protect the rights or interests of AxePaxe or any third party; or (ii) in connection with any general discontinuation of the Site. We also reserve the right to modify the Site at any time without notice to you. We will have no liability whatsoever on account of any change to the Site or any suspension or revocation of your access to or use of the Site. You may terminate your account at any time by sending an email to support@axepaxe.com.
  4. Effect of Termination. Upon termination of these Terms: (a) you must immediately cease use of the Site; (b) you will no longer be authorized to access your account or the Site; and (c) all payment obligations you may have accrued prior to termination and Sections 11, 12, and 15-26 and any other Sections which, by their nature or express terms should survive will survive.
  5. Ownership; Trademark; Proprietary Rights. The Site is owned and operated by AxePaxe. The visual interfaces, graphics, design, compilation, information, computer code (including source code or object code), products, software, services, and all other elements of the Site provided by AxePaxe (the “Materials”) are protected by United States copyright, trade dress, and trademark laws, international conventions, and all other relevant intellectual property and proprietary rights, and applicable laws. Except for any User Content that is provided and owned by users of the Site, all Materials contained in the Site are the property of AxePaxe or its subsidiaries or affiliated companies and/or third-party licensors. All trademarks, service marks, and trade names are proprietary to AxePaxe or its affiliates and/or third-party licensors. Except as expressly authorized by AxePaxe, you agree not to sell, license, distribute, copy, modify, publicly perform or display, transmit, publish, edit, adapt, create derivative works from, or otherwise make unauthorized use of the Materials. AxePaxe reserves all rights to the Materials not expressly granted in the Terms.  All trademarks and registered names, brands, and logos are the property of their respective owners. While non-AxePaxe products displayed are reasonably believed to be genuine and are used solely for demonstrative and illustrative purposes, there is no affiliation or sponsorship of any kind between AxePaxe and such third parties, unless specified as such. AxePaxe is the trademark of Axe Paxe, LLC, registered in the U.S. and other countries.  Any other product or company names are trademarks or registered trademarks of their respective owners.

As the inventor of the world’s first and only specially designed guitar accessories case, AxePaxe owns and / or licenses intellectual property related to many key aspects of its products. We love innovation and innovators in all fields, but we do not love it when people steal or infringe upon our intellectual property rights by making infringing cases and products. We are committed to enforcing our intellectual property rights.  Before attempting to make a guitar accessories case or similar product, please consult with a registered patent attorney to learn about the dangers of intellectual property infringement. We would rather celebrate your success in another field than summon you to court to answer for intellectual property infringement.

Our products are covered by a number of U.S. patents or pending patents.  Our patents are also registered in a number of foreign countries.  We do not list our patents here to make it just a little bit harder for potential thieves.  The registered trademark AxePaxe is owned or licensed by AxePaxe.  Our packaging and instructions are also protected by trade dress and copyright laws. Please do not copy any aspect of our packaging or instructions.

  1. Indemnity. To the fullest extent permitted by law, you are responsible for your use of the Site, and you agree to defend, indemnify and hold harmless AxePaxe and its officers, directors, employees, consultants, advisors, attorneys, affiliates, subsidiaries and agents (collectively, the “AxePaxe Entities”) from and against any and all claims, liabilities, damages, losses and expenses, including reasonable attorneys’, consulting, and accounting fees and costs, arising out of or in any way connected with (i) your access to, use of or alleged use of the Site; (ii) your violation of the Terms or any representation, warranty, or agreements referenced herein, or any applicable law or regulation; (iii) your violation of any third party right, including without limitation any intellectual property right, publicity, confidentiality, property or privacy right; or (iv) any disputes or issues between you and any third party. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and in such case, you agree to cooperate with our defense of such claim.
  1. Disclaimers; No Warranties.

THE SITE IS PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS, WITHOUT WARRANTY OR CONDITION OF ANY KIND, EITHER EXPRESS OR IMPLIED. AXEPAXE SPECIFICALLY (BUT WITHOUT LIMITATION) DISCLAIMS (i) ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT OR NON-INFRINGEMENT; (ii) ANY WARRANTIES ARISING OUT OF COURSE-OF-DEALING, USAGE, OR TRADE; (iii) ANY WARRANTIES THAT THE INFORMATION OR RESULTS PROVIDED IN, OR THAT MAY BE OBTAINED FROM USE OF, THE SITE WILL MEET YOUR REQUIREMENTS OR BE ACCURATE, RELIABLE, COMPLETE, OR UP-TO-DATE; AND (iv) ANY WARRANTIES WHATSOEVER REGARDING ANY PRODUCTS, SITES, INFORMATION OR OTHER MATERIAL ADVERTISED, MADE AVAILABLE, OR REFERRED TO YOU THROUGH THE SITE, EXCEPT AS SET FORTH BELOW. YOU ASSUME ALL RISK FOR ALL DAMAGES, INCLUDING DAMAGE TO YOUR COMPUTER SYSTEM, MOBILE DEVICE OR LOSS OF DATA THAT MAY RESULT FROM YOUR USE OF OR ACCESS TO THE SITE. ANY CONTENT, MATERIALS, INFORMATION OR SOFTWARE DOWNLOADED, USED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SITE IS DONE AT YOUR OWN DISCRETION AND RISK.

Subject to the limitations set forth in this Section 19, AxePaxe represents and warrants that the components of its AxePaxe product shall be free from defects in workmanship and materials, including implied warranties of merchantability or fitness for a particular purpose, subject to normal use and maintenance, for one (1) year to the original owner from the date of purchase.  We may require proof of purchase.  Neither AxePaxe, the retailer, nor the manufacturer shall be liable for damages based upon inconvenience, loss of use of product, loss of time, interrupted operation or commercial loss, or any other incidental or consequential damages, including but not limited to lost profits, downtime, goodwill, damage to or replacement of equipment and property, or damage to reputation.  This guarantee gives you specific legal rights.  You may have other legal rights which vary among jurisdictions.  Some jurisdictions do not allow limitations on how long an implied warranty lasts, so that limitation may not apply to you.

THE LIMITATIONS, EXCLUSIONS AND DISCLAIMERS IN THIS SECTION APPLY TO THE FULLEST EXTENT PERMITTED BY LAW. AXEPAXE DOES NOT DISCLAIM ANY WARRANTY OR OTHER RIGHT THAT AXEPAXE IS PROHIBITED FROM DISCLAIMING UNDER APPLICABLE LAW.

  1. Limitation of Liability.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER AXEPAXE NOR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, OPERATING OR DELIVERING THE SITE WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE OR ANY OTHER LEGAL THEORY, WHETHER OR NOT AXEPAXE HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE WHERE SUCH DAMAGES RESULT FROM YOUR ACCESS TO OR USE OF, OR INABILITY TO ACCESS OR USE, THE SITE. YOU SPECIFICALLY ACKNOWLEDGE THAT AXEPAXE IS NOT LIABLE FOR THE DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF OTHER USERS OR THIRD PARTIES AND THAT THE RISK OF INJURY FROM THE FOREGOING RESTS ENTIRELY WITH YOU. FURTHER, AXEPAXE WILL HAVE NO LIABILITY TO YOU OR TO ANY THIRD PARTY FOR ANY THIRD-PARTY CONTENT UPLOADED ONTO OR DOWNLOADED FROM THE SITE OR THROUGH THE SITE.

EXCEPT AS PROVIDED IN SECTION 21.5 AND TO THE FULLEST EXTENT PERMITTED BY LAW, THE AGGREGATE LIABILITY OF AXEPAXE TO YOU FOR ANY AND ALL CLAIMS ARISING FROM OR RELATED TO THE USE OF THE SITE IS LIMITED TO THE GREATER OF (i) THE AMOUNTS YOU HAVE PAID TO AXEPAXE FOR ACCESS TO AND USE OF THE SITE GIVING RISE TO SUCH LIABILITY IN THE TWELVE (12) MONTHS PRIOR TO THE CLAIM OR (ii) $100. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN AXEPAXE AND YOU.

SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY IN CERTAIN CIRCUMSTANCES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

EACH PROVISION OF THESE TERMS THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS INTENDED TO AND DOES ALLOCATE THE RISKS BETWEEN THE PARTIES UNDER THESE TERMS. THIS ALLOCATION IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THESE TERMS. THE LIMITATIONS IN THIS SECTION 20 WILL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

  1. Dispute Resolution and Arbitration
    1. Generally. In the interest of resolving disputes between you and AxePaxe in the most expedient and cost effective manner, you and AxePaxe agree that any and all disputes arising in connection with these Terms of the Site shall be resolved by binding arbitration. Arbitration is more informal than a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, may allow for more limited discovery than in court, and can be subject to very limited review by courts. Arbitrators can award the same damages and relief that a court can award. Our agreement to arbitrate disputes includes but is not limited to all claims arising out of or relating to any aspect of these Terms, whether based in contract, tort, statute, fraud, misrepresentation or any other legal theory, and regardless of whether the claims arise during or after the termination of these Terms. You understand and agree that, by entering into these Terms, you and AxePaxe are each waiving the right to a trial by jury or to participate in a class action.
    2. Exceptions. Notwithstanding subsection 21.1, we both agree that nothing herein shall be deemed to waive, preclude, or otherwise limit either of our right to (i) bring an individual action in small claims court, (ii) pursue enforcement actions through applicable federal, state, or local agencies where such actions are available, (iii) seek injunctive relief in a court of law, or (iv) to file suit in a court of law to address intellectual property infringement claims.
    3. Arbitrator. Any arbitration between you and AxePaxe will be governed by the Commercial Dispute Resolution Procedures and the Supplementary Procedures for Consumer Related Disputes (collectively, the “AAA Rules”) of the American Arbitration Association (“AAA”), as modified by these Terms, and will be administered by the AAA. The AAA Rules and forms are available online at www.adr.org, by calling the AAA at 1-800-778-7879, or by contacting AxePaxe at support@axepaxe.com.
    4. Notice; Process. A party who intends to seek arbitration must first send a written notice of the dispute to the other, by certified mail, Federal Express (signature required), or in the event that we do not have a physical address on file for you, we may send notice to you by electronic mail (“Notice”). AxePaxe’s address for Notice is: Axe Paxe, LLC, Attn.:  Legal Department, 2870 Peachtree Road #909, Atlanta, GA 30305. The Notice must describe the nature and basis of the claim or dispute and set forth the specific relief sought (“Demand”). We both agree to use good faith efforts to resolve the claim directly, but if we do not reach an agreement to do so within 120 days after the Notice is received, you or AxePaxe may commence an arbitration proceeding.
    5. Fees. In the event that you commence arbitration in accordance with these Terms, the payment of any fees shall be decided by the AAA Rules. Any arbitration hearings will take place at a location to be agreed upon in Atlanta, Georgia, provided that if the claim is for $10,000 or less, you may choose whether the arbitration will be conducted solely on the basis of documents submitted to the arbitrator, through a non-appearance based telephonic hearing, or by an in-person hearing as established by the AAA Rules. If the arbitrator finds that either the substance of your claim or the relief sought in the Demand is frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), then the payment of all fees will be governed by the AAA Rules. In such case, you agree to reimburse AxePaxe for all monies previously disbursed by it that are otherwise your obligation to pay under the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator shall issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the decision and award, if any, are based. The arbitrator may make rulings and resolve disputes as to the payment and reimbursement of fees or expenses at any time during the proceeding and upon request from either party made within 14 days of the arbitrator’s ruling on the merits.
    6. No class actions. YOU AND AXEPAXE AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, unless both you and AxePaxe agree otherwise, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of a representative or class proceeding.
    7. Modifications. In the event that AxePaxe makes any future change to this arbitration provision (other than a change to the AxePaxe’s address for Notice), you may reject any such change by sending us written notice within 30 days of the change to AxePaxe’s address for Notice, in which case your account with AxePaxe shall be immediately terminated and this arbitration provision, as in effect immediately prior to the amendments you reject shall survive.
    8. Enforceability If only subsection 21.6 is found to be unenforceable or the entirety of this Section 21 is found to be unenforceable, then the entirety of this Section 21 shall be null and void and, in such case, the parties agree that the exclusive jurisdiction and venue described in Section 22 shall govern any action arising out of or related to these Terms.
  2. Governing Law; Venue. These Terms, whether interpreted in a court of law or in arbitration, shall be governed by the laws of the State of Georgia as they apply to agreements entered into and to be performed entirely within Georgia by Georgia residents, and without regard to conflict of law principles. To the extent that any lawsuit or court proceeding is permitted hereunder, you and AxePaxe agree to submit to the personal and exclusive jurisdiction of the state courts and federal courts located within Atlanta, Georgia, for the purpose of litigating all such claims or disputes. The Site is intended for visitors located within the United States. We make no representation that the Site is appropriate or available for use outside of the United States. Access to the Site from countries or territories or by individuals where such access is illegal is prohibited.
  3. General. The Terms, together with the Privacy Policy and any other agreements expressly incorporated by reference herein, constitute the entire and exclusive understanding and agreement between you and AxePaxe regarding your use of and access to the Site, and except as expressly permitted above may only be amended by a written agreement signed by authorized representatives of the parties. You may not assign or transfer the Terms or your rights hereunder, in whole or in part, by operation of law or otherwise, without our prior written consent. We may assign the Terms at any time without notice. The failure to require performance of any provision shall not affect our right to require performance at any time thereafter, nor shall a waiver of any breach or default of the Terms constitute a waiver of any subsequent breach or default or a waiver of the provision itself. Use of paragraph headers in the Terms is for convenience only and shall not have any impact on the interpretation of particular provisions. In the event that any part of the Terms is held to be invalid or unenforceable, the unenforceable part shall be given effect to the greatest extent possible and the remaining parts will remain in full force and effect.
  4. Contact Information. If you have any questions regarding AxePaxe, the Site, or the Terms please send an email to support@axepaxe.com.
  5. Notice to California Residents. If you are a California resident, under California Civil Code Section 1789.3, you may contact the Complaint Assistance Unit of the Division of Consumer Sites of the California Department of Consumer Affairs in writing at 1625 N. Market Blvd., Suite S-202, Sacramento, California 95834, or by telephone at (800) 952-5210 in order to resolve a complaint regarding the Site or to receive further information regarding use of the Site.
  6. No Support. We are under no obligation to provide support for the Site. In instances where we may offer support, the support will be subject to published policies.