Terms of Use

Last Modified: September 2015

Axle Digital Inc. ("Axle" or the “Company”) welcomes you and looks forward to providing you with access to its proprietary suite of services and applications (the “Services”), subject to these Terms of Services (“TOS”). By utilizing all or any aspect of the Services you hereby agree to abide by all the terms and conditions set out below.

Axle reserves the right to amend, alter, delete or add to any of the provisions of this TOS, at any time at its sole discretion, without advance notice to you. You can review the most current version of the TOS at any time at: www.wewin.com/terms/. Your continued use of, or participation in, the Services confirms your irrevocable acceptance of the TOS, as amended from time to time, and subject to your continued compliance with the terms and conditions herein. IF ANY MODIFICATIONS TO THE TOS ARE UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE AGAINST THE COMPANY IS TO TERMINATE YOUR PARTICIPATION IN THE SERVICES.

1. INTRODUCTION / DESCRIPTION OF PRODUCTS & SERVICE

a. The Axle Services has been made available to you through various Axle services, applications and properties, and through certain of Axle’s clients.

b. You agree and acknowledge that Axle may deliver to you, at any time, certain mandatory communications from wireless network carriers, network providers and content aggregators. These communications include service announcements and administrative messages, and that these communications are considered part of the Services. You may not opt out of sending or receiving them.

c. You are responsible for all third party fees incurred in the use of our Services, and for any and all equipment necessary to access and utilize the Services.

2. LICENSE

a. In accordance with the terms and subject to the conditions set forth in this TOS, the Company hereby grants to you a non-exclusive, non-transferable limited right and license to use and access the Services in strict accordance with the terms and conditions herein and as communicated to you by Axle from time to time.

b. Except as may be explicitly and expressly permitted under the TOS or as otherwise agreed by Axle in writing, you agree not to save, download, cut and paste, sell, license, rent, lease, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit, or create derivative works from the Services or any materials, code or content on or within the various applications made available to you through the Services. Systematic retrieval of data or other content from the Services to create or compile, directly or indirectly, a collection, compilation, database or directory of data without written permission from Axle is expressly prohibited.

c. You agree during the term hereof and thereafter to protect the integrity of the Services and thereby not cause or permit the reverse engineering, disassembly, decompilation, disclosure, deconstruction or modification of any application or aspect of the Services, the underlying source code or any part thereof, without Axle’s prior written consent, such consent to be withheld at Axle’s sole discretion. Additionally, you are expressly prohibited from using the Services and/or the underlying source code in any manner not specifically authorized or contemplated in this TOS.

d. Under no condition may you sub-license, assign or otherwise transfer any rights granted hereunder to any third party without the express prior written consent of Axle, and any purported transfer shall be deemed null and void.

e. Axle shall adhere to the provisions of its Privacy Policy (www.wewin.com/privacy) with respect to Axle’s use and management of its users’ data. As provided therein and except as provided otherwise in the Privacy Policy, Axle will not make available it users’ data without such users’ express prior written consent.

3. CLIENT CONDUCT

a. You expressly agree and acknowledge that you are solely responsible for all uses of the Services provided. Axle has no obligation whatsoever to review your use of the Services.

b. You may not use any feature, function or element of the Services that:

(i) is unlawful, harmful, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, libelous, invasive of another's privacy, hateful, or racially, ethnically or otherwise objectionable or harmful to minors in any way;

(ii) infringes any patent, trademark, trade secret, copyright or other proprietary rights of any party;

(iii) could result in, either directly or indirectly, the planning, generation, processing or dissemination of SPAM (unsolicited bulk emails), chain letters, pyramid schemes, mass mailings or anything similar thereto;

(iv) employs false email addresses, impersonates any person or entity (including, without limitation, Axle, its affiliates and licensors), or otherwise misleads any potential subscribers in any manner;

(v) contains software viruses or any other computer code, files or Services designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment or interfere with or disrupt the Services or servers or networks connected to the Services, or disobey any requirements, procedures, policies or regulations of networks connected to the Services;

(vi) contains software designed to block, alter, direct or redirect, substitute, insert, or append itself to, or otherwise intercept or interfere in any manner with, any SMS other message-based transaction that originates from another retailer utilizing the Services; and/or

(vii) intentionally or unintentionally violates any applicable local, state, national or international law, including, but not limited to, regulations promulgated by the U.S. Securities and Exchange Commission, any rules of any national or other securities exchange, and any other regulations having the force of law.

c. You understand that Axle has no obligation to resolve or mediate any dispute(s) by and between two or more users of the Services.

d. You acknowledge, consent and agree that Axle may access, preserve, and disclose your user information if Axle is required to do so by law or in a good faith belief that such access preservation or disclosure is reasonably necessary to: (i) comply with legal process, (ii) enforce the TOS, (iii) respond to claims that any content violates the rights of third-parties, (iv) respond to your requests for customer service, or (v) protect the rights, property, or personal safety of Axle, its users and the public.

e. You understand that the Services and software embodied therein may include security components that permit digital materials to be protected, and use of these materials is subject to usage rules set by Axle and/or content providers who provide content to the Services. You may not attempt to override or circumvent any of the usage rules embedded into the Services. Any unauthorized reproduction, publication, further distribution or public exhibition of the materials provided on the Services, in whole or in part, is strictly prohibited.

4. THIRD PARTY CONTENT

a. Axle is a distributor (and not a publisher) of content supplied by third parties like yourself. Accordingly, Axle has no more editorial control over such content than does a library or bookstore. Any information or content distributed or made available via the Services which is supplied by third parties are those of the respective submitters, and not of Axle. As a result of the foregoing, Axle cannot and does not guarantee the accuracy, completeness or usefulness of such content, nor its merchantability or fitness for a particular purpose. You agree that it is your sole responsibility to evaluate the nature of your content, and you, alone, bear all risks associated therewith, including any reliance on the accuracy, completeness, or usefulness of such content.

5. INTELLECTUAL PROPERTY

a.The Services, including without limitation, any and all features, tools, content and applications therein, are the property of Axle and are protected by copyrights, moral rights, trademark, service marks, patents, trade secrets and other proprietary rights and laws in the United States and abroad. Your rights with respect to your use of the same are governed by all the terms and conditions of this TOS, all applicable laws, including but not limited to intellectual property laws, and any applicable end-user license agreements. For the avoidance of doubt, your use of the Services is solely and exclusively under the limited license granted herein and you will not obtain any ownership interest therein through this Agreement or otherwise.

b. All trademarks, service marks, trade names, domain names, slogans, logos, and other indicia of origin that appear on or in connection with the Services (collectively, the “Axle Marks”) are the sole property of Axle and/or its affiliates, licensors and/or licensees. You may not use any of the Axle Marks without the prior written approval of Axle.

c. Under no circumstances shall you assert or contest any ownership rights in and to the Services and/or Axle’s intellectual property in any action or proceeding of whatever kind or nature, nor shall you take any action that may prejudice, render generic, weaken or diminish the good will associated with Axle’s intellectual property rights. Axle retains the right to rescind and terminate the limited license granted hereunder at any point, for any reason. Upon termination of this TOS, the license shall also terminate and all rights shall revert to Axle without the taking of action on the part of either party.

d. All rights not expressly granted herein by Axle to you are fully reserved by Axle, its advertisers and licensors.

6. INDEMNITY

You agree to indemnify and hold Axle, and its officers, directors, employees, sub-contractors, subsidiaries, affiliates, agents, co-branders or other partners and representatives, harmless from any claim or demand, including reasonable attorneys' fees and costs, made by any third party due to or arising out your use of the Services, your connection to the Services, your violation of the TOS, and/or your violation of any rights of another.

7. MODIFICATIONS TO SERVICE

Axle reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Services (or any part thereof) with or without notice. You agree that Axle shall not be liable to you or to any third party for any modification, suspension or discontinuance of your participation in or access to the Services.

8. TERM & TERMINATION

a. The terms and conditions of this TOS will commence when you begin to use the Services in any capacity.

b. Except as stated otherwise herein, the term of this TOS will be ongoing unless and until either party terminates this TOS, which it may do at any time on ten (10) days prior written notice, in accordance with the provisions of this Section 8. Upon termination of this TOS by either party, it will be considered to be terminated immediately following such notice period. In addition, you agree that Axle may, under certain circumstances and without prior notice, immediately terminate your access to the Services. Cause for such termination shall include, but not be limited to, (i) breaches or violations of the TOS or other incorporated agreements or guidelines, (ii) requests by law enforcement or other government agencies, (iii) a request by you (self-initiated account deletions), (iv) discontinuance or material modifications to the Services (or any part thereof), (v) unexpected technical or security issues or problems associated with the Services, (vi) your engagement in fraudulent or illegal activities, as determined by Axle in its sole discretion, and/or (vii) nonpayment of any fees owed by you in connection with the Services.

c. Termination of your account includes: (i) removal of access to all offerings within the Services, (ii) deletion and/or disabling of your password, keyword and all related information, text associated to codes, activity reports and content associated with or inside your account (or any part thereof), and (iii) barring further use by you of the Services in any manner. Further, you agree that all terminations for cause shall be made in Axle's sole discretion and that Axle shall not be liable to you or any third-party for any termination of your account or access to the Services.

9. DISCLAIMER OF WARRANTIES

You expressly understand and agree that:

a. YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK AND THE SERVICES IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS.

b. THE SERVICES IS DEPENDENT ON VARIOUS THIRD PARTY PROVIDERS BEYONG THE CONTROL OF THE COMPANY, INCLUDING WITHOUT LIMITATION, WIRELESS SERVICE PROVIDERS, NETWORK PROVIDERS, BILLING AND CONTENT AGGREGATORS, AND MORE;

c. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, AXLE AND ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, REPRESENTATIES, THIRD PARTY CONTENT PROVIDERS AND/OR LICENSORS EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, OTHER THAN THOSE LAWS INCAPABLE OF EXCLUSION.

d. AXLE MAKES NO WARRANTY THAT (i) THE SERVICES WILL MEET YOUR REQUIREMENTS AND EXPECTATIONS, (ii) THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (iii) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES WILL BE ACCURATE OR RELIABLE, (v) YOUR MESSAGES WILL BE DELIVERED IN A TIMELY AND ACCURATE MANNER, AND (vi) ANY ERRORS IN THE SERVICES WILL BE CORRECTED.

e. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM AXLE, THROUGH, FROM OR RELATED TO THE SERVICES, SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TOS.

10. LIMITATION OF LIABILITY

a. YOU EXPRESSLY UNDERSTAND AND AGREE THAT AXLE SHALL NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF AXLE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (i) THE USE OR THE INABILITY TO USE THE SERVICES; (ii) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SERVICES; (iii) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; OR (iv) ANY OTHER MATTER RELATING TO THE SERVICES.

b. THIS DISCLAIMER OF LIABILITY APPLIES TO ANY DAMAGES OR INJURY CAUSED BY ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS, COMMUNICATION LINE FAILURE, THEFT OR DESTRUCTION OR UNAUTHORIZED ACCESS TO, ALTERATION OF, OR USE OF RECORD, WHETHER FOR BREACH OF CONTRACT, TORTIOUS BEHAVIOR, NEGLIGENCE, OR UNDER ANY OTHER THEORY OR CAUSE OF ACTION.

c. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS OF SECTIONS 9 AND 10 MAY NOT APPLY TO YOU. TO THE EXTENT THAT IN A PARTICULAR CIRCUMSTANCE ANY DISCLAIMER OR LIMITATION ON DAMAGES OR LIABILITY SET FORTH HEREIN IS PROHIBITED BY APPLICABLE LAW, THEN, INSTEAD OF THE PROVISIONS HEREOF IN SUCH PARTICULAR CIRCUMSTANCE, AXLE SHALL BE ENTITLED TO THE MAXIMUM DISCLAIMERS AND/OR LIMITATIONS ON DAMAGES AND LIABILITY AVAILABLE AT LAW OR IN EQUITY BY SUCH APPLICABLE LAW IN SUCH PARTICULAR CIRCUMSTANCE, AND IN NO EVENT SHALL SUCH DAMAGES OR LIABILITY EXCEED $100

11. MISCELLANEOUS

a. Notice. Axle may provide you with notices, including those regarding changes to the TOS, by email, regular mail, or postings on or through the Services.

b. Force Majeure. Neither party shall be liable to the other for any delay or failure to perform its obligations under this Agreement if such delay or failure arises from a cause beyond the reasonable control of and is not the fault of such party, including but not limited to labor disputes, strikes, industrial disturbances, acts of God, acts of terrorism, floods, lightning, utility or communications failures, earthquakes or other casualty. If a force majeure event occurs, the non-performing party is excused from whatever performance is prevented by the force majeure event to the extent prevented.

c. Choice of Law and Forum. The TOS and the relationship between you and Axle shall be governed by the laws of the State of New York without regard to its conflict of law provisions. You and Axle agree to submit to the personal and exclusive jurisdiction of the courts located within the county of New York, in the State of New York.

d. Third Party Beneficiary. This TOS will be binding on, inure to the benefit of, and enforceable against you, and your respective successors and permitted assigns.

e. Relationship of the Parties. Nothing contained in this TOS, nor any action taken by any party to this Agreement, shall be deemed to constitute either party (or any of such party’s employees, agents, or representatives) an employee, or legal representative of the other party, nor to create any partnership, joint venture, association, or syndication among or between the parties, nor to confer on either party any express or implied right, power or authority to enter into any agreement or commitment on behalf of (nor to impose any obligation upon) the other party.

f. Waiver and Severability of Terms. The failure of Axle to exercise or enforce any right or provision of the TOS shall not constitute a waiver of such right or provision. If any provision of the TOS is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision, and the other provisions of the TOS remain in full force and effect.

g. Statute of Limitations. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Services or the TOS must be filed within one (1) year after such claim or cause of action arose or be forever barred.

The section titles in the TOS are for convenience only and have no legal or contractual effect.

h. Entire Agreement. The TOS constitutes the entire agreement between you and Axle and governs your use of the Services, and supersedes any prior agreements between you and Axle with respect to the Services.