AxelAuto Inc. Terms of Use

Welcome to www.AxelAuto.com (together with its subdomains, content, Marks and services, each as defined below, the "Site"). Please read the following Terms of Use (the "Agreement") carefully before using this Site so that you are aware of your legal rights and obligations with respect to AxelAuto Inc. ("AxelAuto", "we", "our" or "us"). AxelAuto provides services to assist auto sellers in marketing and listing vehicles for sale online by posting vehicle listings on various third-party websites and marketplaces, validating the identities of potential buyers and sellers, validating vehicle ownership, offering limited warranty (90/120 days' limited vehicle service contract ("LVS")), and assessing the mechanical status of vehicles for LVS eligibility (the "Services"). AxelAuto does not operate its own online platform or marketplace for vehicle sales. Individuals using the Site or the Services may be auto sellers or buyers (each, a "seller" or "buyer", as applicable). By accessing or using the Site, you expressly acknowledge and agree that you are entering a legal agreement with us and have understood and agree to comply with, and be legally bound by, this Agreement, together with the Privacy Policy which is hereby incorporated into this Agreement by reference (the date of such acceptance, the "Effective Date"). If you are using the Site on behalf of a company, organization, or other legal entity (collectively, "Company"), you represent and warrant that you have the authority to bind the Company to this Agreement. In such a case, the terms "you" and "your" will refer to both you as an individual and the Company, and as a seller or buyer, as applicable. If you do not have such authority, or if you do not agree with the terms of this Agreement, you must not use the Site on behalf of the Company. You hereby waive any applicable rights to require an original (non-electronic) signature or delivery or retention of non-electronic records, to the extent not prohibited under applicable law. If you do not agree to be bound by this Agreement please do not access or use the Site.

International Use

AxelAuto's services are intended for users located in the United States. If you access or use the Site or services from outside the United States, you are solely responsible for compliance with all applicable local laws and regulations.

Modification

We reserve the right, at our discretion, to modify this Agreement at any time. Such modification will be effective ten (10) days following posting of the revised Agreement on the Site, and your continued use of the Site thereafter means that you accept those modifications. In the event of significant changes to this Agreement, we will notify you by one or more of the following methods: (i) sending an email to the email address associated with your account, or (ii) posting a prominent notice on the Site. Such significant modifications will become effective no sooner than ten (10) days after the notification is provided. Your continued use of the Site after the effective date of any such modifications constitutes your acceptance of the new terms. If you do not agree to the modified terms, you must discontinue your use of the Site before the changes take effect.

Eligibility and User Verification

By using the Site or AxelAuto's services, you represent and warrant that you are at least eighteen (18) years old, are legally able to enter into binding contracts, and are not prohibited from using the Site or services under applicable law. AxelAuto reserves the right, at any time, to require proof of identity or eligibility, and to refuse, suspend, or terminate your access to the Site or services if you fail to provide satisfactory proof or if AxelAuto determines, in its sole discretion, that you are not eligible to use the Site or services.

Site Access

For such time as this Agreement is in effect, we hereby grant you a personal, limited, non-exclusive, non-assignable, non-sublicensable, revocable right to access and use the Site solely for your own personal and non-commercial use, and provided that you comply with this Agreement. Except for the foregoing right, we do not grant you any right or licenses to any of our or a third party's Intellectual Property Rights.

Restrictions

As a condition to your right to access and use the Site, you shall not (and shall not permit or encourage any third party to) do any of the following: (a) copy or reproduce the Site; (b) sell, assign, lease, lend, rent, distribute, or make available the Site to any third party, or otherwise offer or use the Site in a time-sharing, outsourcing, or service bureau environment; (c) modify, alter, adapt, arrange, translate, decompile, disassemble, reverse engineer, decrypt, or otherwise attempt to discover the source code or non-literal aspects (such as the underlying ideas, algorithms, structure, sequence, organization, and interfaces) of, the Site; (d) remove, alter, or conceal, in whole or in part, any copyright, trademark, or other proprietary rights notice or legend displayed or contained on or in the Site; (e) circumvent, disable or otherwise interfere with security-related or technical features or protocols of the Site; (f) make a derivative work of the Site, or use the Site to develop any service or product that is the same as (or substantially similar to or competitive with) the Site; (g) publish or transmit any robot, virus, malware, Trojan horse, spyware, or similar malicious item intended (or that has the potential) to damage or disrupt the Site; (i) take any action that imposes or may impose (at our sole discretion) an unreasonable or disproportionately large load on the Site infrastructure, or otherwise interfere (or attempt to interfere) with the integrity or proper working of the Site; (j) use the Site for competitive purposes, and/or on behalf of any person or entity that competes with the activities, services, or products offered by AxelAuto, including but not limited to utilizing the Site to receive information, data, or insights for the development or enhancement of competing services or products; (k) engage in any activity that may excessively burden or disrupt the functioning of the Site or its supporting systems; (l) impersonate another person or entity or use a deceptive identity to mislead others about who you are or who you acting on behalf of; and/or (m) use the Site in any manner that is otherwise malicious, illegal or fraudulent; and/or (n) use the Site to infringe, misappropriate or violate any third party's Intellectual Property Rights (as defined below), or any law.

Account

In order to use some of the services of the Site, you may have to create an account ("Account"). You agree not to create an Account for anyone else or use the account of another without their permission. When creating your Account, you must provide accurate and complete information, including a valid mobile phone number. Your Account will be validated via a text message sent to your mobile number; no password is required for access. You are solely responsible for the activity that occurs in your Account, and you hereby agree: (a) to keep your Account password secure; and (b) not to misappropriate the identity of individuals, groups, or organizations or use a fake identity when creating an Account. You must notify AxelAuto immediately of any breach of security or unauthorized use of your Account. As between you and AxelAuto, you are solely responsible and liable for the activity that occurs in connection with your Account. If you wish to delete your Account you may send an email request to AxelAuto at info@withaxel.com.

Payments to AxelAuto

Your right to access and use the Site is currently for free, but AxelAuto may in the future charge a fee for certain access or usage. You will not be charged for any such access or use of the Site unless you first agree to such charges.

Vehicle Listings, Sales, Validation Services, and Fees

AxelAuto provides a service for sellers to market and list vehicles for sale by posting vehicle listings on various third-party websites and marketplaces. In addition, AxelAuto offers entity validation of potential buyers and sellers, validation of vehicle ownership, and LVS subject to eligibility based on vehicle virtual assessment. AxelAuto does not operate its own online platform or marketplace for vehicle sales. Sellers are not charged a listing or selling fee; instead, the purchase price of each vehicle includes a margin or commission that is paid to AxelAuto upon completion of a sale. AxelAuto does not take ownership of any vehicles, does not guarantee that any vehicle will be sold, and does not guarantee the final sale price or the quality, suitability, or fitness of any buyer or seller. All transactions are conducted directly between the buyer and seller, typically through a third-party escrow service, and AxelAuto is not a party to any vehicle sale transaction.

No Endorsement or Screening

AxelAuto does not endorse, verify, or guarantee any seller, buyer, vehicle, third-party website, or any information provided by sellers, buyers, or third-party platforms, except for the limited validation services and LVS expressly described in these Terms. AxelAuto does not conduct background checks or inspections beyond entity validation, vehicle ownership validation, and vehicle virtual assessment for LVS eligibility, and is not responsible for the accuracy or completeness of any listing, seller or buyer representation, or information provided by third parties.

Prohibited Conduct

You agree not to engage in any conduct that is fraudulent, deceptive, or intended to circumvent AxelAuto's margin or commission, including but not limited to shill bidding, providing false information, or attempting to complete a transaction outside of AxelAuto's process to avoid payment of any margin or commission. You further agree not to use AxelAuto's services to facilitate or participate in any prohibited or illegal activity as a seller or buyer.

Third-Party Site Terms

By using AxelAuto's services, you agree to comply with the terms and policies of any third-party website or marketplace where your vehicle may be listed or purchased. AxelAuto is not responsible for any actions, omissions, or disputes arising from your use of such third-party platforms, and you acknowledge that your interactions with such third-party websites are solely at your own risk as a seller or buyer.

Vehicle Inspection, Validation, and Due Diligence

AxelAuto does not inspect vehicles or verify vehicle information except for the validation of vehicle ownership, and a virtual assessment of the vehicle information and records for LVS eligibility as described in these Terms. Buyers are solely responsible for conducting their own due diligence, including arranging for any additional vehicle inspections, prior to completing a purchase. AxelAuto makes no representations or warranties regarding the condition, history, or suitability of any vehicle, except as may be expressly provided in connection with LVS eligibility.

Taxes

You are solely responsible for determining, collecting, reporting, and paying any and all taxes, duties, or governmental fees that may be due as a result of your use of the Site or Services, including any sale or purchase of a vehicle. AxelAuto does not provide tax advice and is not responsible for any tax obligations arising from your transactions.

Changes to Services

AxelAuto reserves the right to modify, suspend, or discontinue any aspect of the Services, including the methods, platforms, or third-party websites used for vehicle listings, validation services, warranty offerings, or vehicle assessments, at any time and without notice.

Right to Refuse or Remove Listings

AxelAuto reserves the right, at its sole discretion, to refuse, remove, or modify any vehicle listing or content at any time, for any reason or no reason, and without notice or liability to you.

Linking

We permit you to link to the Site provided that: (i) you link to (but do not replicate) any page on this Site; (ii) the hyperlink text shall accurately describe the content as it appears on the Site; (iii) you shall not misrepresent your relationship with AxelAuto or present any false information about us, and shall not imply in any way that we are endorsing you or any services or products, unless we have given you our express prior consent to do so; (iv) you shall not link from a website which prohibits linking to third parties; (v) the website from which you link to the Site does not contain content that (a) is offensive or controversial (both at our discretion), or (b) infringes any Intellectual Property Rights; and/or (vi) you, and your website, comply with this Agreement and applicable law.

Intellectual Property Rights

Ownership. The (i) Site (ii) content and information on the Site, including without limitation, the text, documents, articles, brochures, descriptions, products, software, graphics, photos, sounds, videos, links, interactive features, and services (collectively, the "Materials"), and (iii) the trademarks, service marks, trade names, service names, trade dress, symbols, brands, and logos contained therein ("Marks"), are the sole property including Intellectual Property Rights of AxelAuto and/or its licensors and may be protected by Intellectual Property Rights laws and treaties. "AxelAuto", the AxelAuto logo, and other marks are Marks of AxelAuto or its affiliates. All other Marks used or appearing on the Site are the Marks of their respective owners. We reserve all rights not expressly granted in and to the Site and Services. This Agreement does not transfer any Intellectual Property Rights of AxelAuto and/or its licensors.

Feedback. If AxelAuto receives any feedback (which may consist of questions, comments, suggestions or the like) regarding the Site or Services (collectively, "Feedback"), all rights, including intellectual property rights in such Feedback shall belong exclusively to AxelAuto and such shall be considered AxelAuto's Confidential Information. You hereby irrevocably and unconditionally transfer and assign to AxelAuto all Intellectual Property Rights you have in such Feedback and waive any and all moral rights that you may have in respect thereto. It is further understood that use of Feedback, if any, may be made by AxelAuto at its sole discretion and for any purpose, without compensation to you. Without derogating from the above AxelAuto in no way shall be obliged to make use of the Feedback.

Use of Materials. Materials on the Site are provided to you for your information and personal use only and may not be used, modified, copied, distributed, transmitted, broadcast, displayed, sold, licensed, de-compiled, or otherwise exploited for any other purposes whatsoever without our prior written consent. If you download or print a copy of the Materials you must retain all copyright and other proprietary notices contained therein. In any event you wish to use, publish, copy, distribute, transmit, broadcast, display or otherwise exploit such Materials, please be in touch with us at info@withaxel.com in order to receive our written consent.

Information Description

We attempt to be as accurate as possible. However, we cannot and do not warrant that the Materials available on the Site are accurate, complete, reliable, current, or error-free. We reserve the right to make changes in or to the Materials, or any part thereof, in our sole judgment, without the requirement of giving any notice prior to or after making such changes to the Materials. Your use of the Materials, or any part thereof, is made solely at your own risk and responsibility.

Third Party Content

The Site may present, or otherwise allow you to view, access, link to, and/or interact with, content from third parties and other sources that are not owned or controlled by us (such Content, "Third Party Content"). The Site may also enable you to communicate with the related third parties. The display or communication to you of such Third Party Content does not (and shall not be construed to) in any way imply, suggest, or constitute any sponsorship, endorsement, or approval by us of such Third Party Content or third party, or by such third party of us, and nor any affiliation between us and such third party. We do not assume any responsibility or liability for Third Party Content, or any third party's terms of use, privacy policies, actions, omissions, or practices. Please read the terms of use and privacy policy of any third party that you interact with before you engage in any such activity.

Privacy

We will use any personal information that we may collect or obtain in connection with the Site in accordance with our privacy policy which is available at www.withaxel.com/privacy. You agree that we may use personal information that you provide or make available to us in accordance with the Privacy Policy.

Consent to Communications

By using the Site or the Services, you consent to receive communications from AxelAuto, including service-related and marketing communications, via email, SMS, telephone, or other means. You may opt out of marketing communications at any time by following the instructions in such communications, but you may not opt out of essential service-related communications.

Warranty Disclaimers

Notwithstanding any other provision of these Terms, any limited warranty or limited vehicle service contract ("LVS") offered by AxelAuto is governed exclusively by the separate terms and conditions provided with such LVS. The disclaimers in this Section do not limit or modify the express terms of any LVS provided to you by AxelAuto. All other services, including validation of buyers or sellers, validation of vehicle ownership, and assessment of vehicle for LVS eligibility, are provided on an "as is" and "as available" basis, and AxelAuto does not guarantee the accuracy, completeness, or suitability of any validation or assessment service.

This section applies whether or not the services provided under the Site are for payment. Applicable law may not allow the exclusion of certain warranties, so to that extent certain exclusions set forth herein may not apply.

No Guarantee of Continuous Service

AxelAuto does not guarantee continuous, uninterrupted, or secure access to the Site or Services, and operation of the Site may be interfered with by numerous factors outside of AxelAuto's control.

No Professional Advice

No information or content provided by AxelAuto, whether through the Site, communications, or otherwise, constitutes legal, financial, or tax advice. You are solely responsible for obtaining your own independent legal, financial, or tax advice as needed.

Limitation of Liability

Release and Indemnity

You hereby release and hold harmless AxelAuto, its affiliates, officers, employees, and agents from any and all claims, demands, losses, liabilities, and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with any dispute you have with another user, buyer, seller, or third party, including any transaction or interaction facilitated by AxelAuto or a third-party website. In addition, you agree to defend, indemnify, and hold harmless AxelAuto and our affiliates, and our respective officers, directors, employees, and agents, from and against any and all claims, damages, obligations, losses, liabilities, costs, and expenses (including but not limited to attorney's fees) arising from: (i) your use of, or inability to use, the Site or Services; (ii) breach of any provision of this Agreement.

Term and Termination

This Agreement commences on the Effective Date and shall continue in full force and effect until terminated in accordance herewith (the "Term").

We reserve the right to immediately terminate this Agreement, or to modify, suspend, or discontinue your access to and use of the Site or the Services (or any part thereof), at any time and for any reason, without notice or obligation to you. You agree that AxelAuto shall have no liability to you or any third party for any such termination, modification, suspension, or discontinuance. AxelAuto also reserves the right to suspend your access to the Site and/or the Services temporarily until any breach is cured, or indefinitely if AxelAuto deems it appropriate. Such suspension may occur without prior notice and is at the sole discretion of AxelAuto.

You may terminate this Agreement at any time and for any reason. If you object to any term or condition of this Agreement or any subsequent changes thereto, or become dissatisfied with the Site in any way, your sole remedy is to terminate this Agreement and to immediately discontinue use of the Site and Services.

Independent Contractors; No Agency

You and AxelAuto are independent contractors. Nothing in these Terms or in your use of the Site or the Services shall be construed to create any agency, partnership, joint venture, employer-employee, or franchisor-franchisee relationship between you and AxelAuto. AxelAuto is not the agent of any user, buyer, or seller, and you must not under any circumstances make, or undertake, any warranties, representations, commitments, or obligations on behalf of AxelAuto.

Governing Law and Place of Jurisdiction

This Agreement (including without limitation its validity and formation) shall be governed by, and construed in accordance with, the laws of the State of Delaware, USA without regard to any conflicts of laws rules or principles. The United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transaction Act shall not apply to this Agreement and are hereby disclaimed.

Dispute Resolution; Arbitration; Jury Trial Waiver

Any dispute, claim, or controversy arising out of or relating to this Agreement, the Site, or the Services shall be resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules. The arbitration shall be conducted in Delaware, USA, in the English language. Each party shall bear its own costs and attorneys' fees, and the arbitrator shall not have authority to award attorneys' fees unless expressly authorized by law or this Agreement. You and AxelAuto expressly waive the right to a trial by jury and agree that any arbitration or court proceeding shall be conducted only on an individual basis and not in a class, collective, or representative action.

Class Action Waiver

You agree that any dispute, claim, or controversy arising out of or relating to this Agreement or your use of the Site or the Services shall be brought solely on an individual basis and not as a plaintiff or class member in any purported class, collective, representative, or private attorney general proceeding. You expressly waive any right to file or participate in a class action or seek relief on a class or representative basis. If a court determines that this class action waiver is unenforceable as to all or some claims, then the class action claims shall be severed and stayed, and any remaining individual claims shall proceed.

Contact

Questions about these terms may be sent to info@withaxel.com.

AxelAuto may update these Terms from time to time. We will post the revised version here with an updated effective date.