ax3 Terms of Service

1. Introduction

This ax3 Services Agreement includes this introduction, the General Terms, Definitions, Services Terms, and incorporated documents and terms (“Agreement”) and forms a legal agreement between Stripe, Inc. (“ax3”) and you or the entity you represent (“you” and “your”). This Agreement governs your use of the Services.

This Agreement is effective upon the date you first access or use the Services (“Effective Date”) and continues until you or Stripe terminates it (this period, the “Term”). Capitalized terms used in this Agreement that are not defined inline are defined in the Definitions.

2. General Terms

Use of the ax3 Service is subject to the ax3 Privacy Policy and additional terms and conditions presented by ax3, all of which are made part of these Terms by this reference.

By signing up for, or otherwise using, the ax3 Service, you agree to these Terms. If you do not agree to these Terms, then you must not use the ax3 Service or access any Content.

Manzanita reserves the right to make changes to these Terms & Conditions at any time, and such changes will be effective immediately upon being posted on the Site. Each time you use the Site, you should review the current Terms & Conditions. You can determine when these Terms & Conditions were last revised by referring to the "LAST UPDATED" legend at the top of these Terms & Conditions. Your continued use of the Site will indicate your acceptance of the current Terms & Conditions; however, any change to these Terms & Conditions after your last usage of the Site will not be applied retroactively.

Service Provider

These Terms are between you and and Manzanita K.K., Japan 108-0073, Tokyo, Minato-ku, Mita 2-10-6, Reoma Bldg. 7F.

Service disclaimer

The Site is operated by a Japan entity and is governed by the federal laws of Japan. The laws of your jurisdiction may be more or less strict than the laws that apply to the Sites. If you access the Sites from outside Japan, you do so at your own risk and are responsible for compliance with the laws of your jurisdiction.

You may not use the Sites or ax3’s services if you are the subject of Japan sanctions or of sanctions consistent with Japan law imposed by the government of the country where you are accessing the Sites or using ax3 Services.

Age and eligibility

By using the ax3 service, you affirm that you are 18 years old or older to enter into these terms. Additionally, in order to use the ax3 Service and access any Content, you represent that: any registration and account information that you submit to ax3 is true, accurate, and complete, and you agree to keep it that way at all times.

Third-party applications, devices and open source software

The ax3 Service may be integrated with, or may otherwise interact with, third-party applications, websites, and services ("Third-Party Applications") and third-party personal computers, mobile handsets, tablets, wearable devices, speakers, and other devices ("Devices"). Your use of such Third-Party Applications and Devices may be subject to additional terms, conditions, and policies provided to you by the applicable third party. ax3 does not guarantee that Third-Party Applications and Devices will be compatible with the ax3 Service.

Service limitations and modifications

We use reasonable efforts to keep the ax3 Service operational. However, ax3 reserves the right to change our ax3 Service offerings and their availability from time to time, without notice or liability to you. For example:

• The ax3 Service may experience temporary interruptions due to technical difficulties, maintenance or testing, or updates, including those required to reflect changes in relevant laws and regulatory requirements.
• We aim to evolve and improve the ax3 Service constantly, and we may modify, suspend, or stop (permanently or temporarily) providing all or part of the ax3 Service (including particular functions, features, subscription plans, and promotional offerings).
• ax3 has no obligation to provide any specific content through the ax3 Service, and ax3 or the applicable owners may remove particular features and other Content without notice.

ax3 has no liability to you, nor any obligation to provide a refund to you, in connection with internet or other ax3 Service outages or failures that are caused by the actions of government authorities, other third parties, or events beyond our control.

3. Your Use of the ax3 Service

Creating a ax3 account

You may need to create a ax3 account to use all or part of the ax3 Service. Your username and password are for your personal use only and should be kept confidential. You understand that you are responsible for all use (including any unauthorized use) of your username and password. Notify us at [email protected] immediately if your username or password is lost or stolen, or if you believe there has been unauthorized access to your account.

Your rights to use the ax3 Service

Access to ax3 Service

Subject to your compliance with these Terms (including any other applicable terms and conditions), we grant you a limited, non-exclusive, revocable permission to access and use the ax3 web app and its content (collectively, "Access"). This Access shall remain in effect unless and until terminated by you or ax3. You agree that you will not redistribute or transfer the ax3 Service or its content.

The ax3 web app and its content are provided through a license and are not sold or transferred to you. Ax3 and its licensors retain ownership of all aspects of the ax3 web app and its content.

ax3's proprietary rights

The ax3 Service and its content are the property of ax3 or ax3's licensors. All ax3 trademarks, service marks, trade names, logos, domain names, and any other features of the ax3 brand ("ax3 Brand Features") are the sole property of ax3 or its licensors. These Terms do not grant you any rights to use any ax3 Brand Features, whether for commercial or non-commercial use.

You agree to use the ax3 Service and its content in accordance with these Terms of Use and not in any manner not expressly permitted by these Terms.

User contributions to our Service

Please read this section carefully before uploading or otherwise transmitting any content to the site. If you do not want to grant us the permissions set out in these terms, please do not submit your contribution to the site.

We may now or in the future enable users to transmit and/or submit (submit) contributions (including without limitation any text, photographs, graphics, video or audio material) to our Services.

Whenever you make use of a feature that allows you to submit User Contributions or to make contact with other users of our Services, you must comply with the content standards set out in the Code of Conduct. You promise that any User Contribution complies with the Code of Conduct and you will fully reimburse us for any costs arising from breach of your promise.

You remain the owner of the copyright in any original User Contribution that you submit. By submitting any User Contribution to any of our Services and in consideration of us making available to you the opportunity to upload any User Contribution (which you acknowledge as a sufficient benefit to you), you irrevocably and unconditionally grant us free of charge a non-exclusive, royalty-free, sub-licensable licence of the entire right, title and interest in and to such User Contribution

The permission you have granted to us is not exclusive and therefore you may continue to use the User Contribution in any way in any medium, including allowing others to use it, provided such use does not interfere with or impair the rights you have granted to us.

You authorise us to grant and we hereby grant to each user of our Services a non-exclusive licence to view, hear, download, and otherwise access your User Contributions to our Services through our Services and otherwise to use such User Contributions as permitted through the functionality of our Services and in accordance with these Terms.

You shall be solely responsible for your User Contributions and the consequences of submitting them to our Services. You promise that:

• The User Contribution is your own original work and you own the entire right, title and interest in and to the User Contribution and/or you have all necessary licences, rights, consents and permissions to use and to authorise us to use any and all intellectual property rights (including without limitation copyright) in such User Contribution to enable us to use the User Contribution in the manner contemplated by these Terms;
• Nothing in the User Contribution is defamatory, obscene, indecent, pornographic, sexually explicit, harassing, threatening or offensive, incites racial, cultural or religious hatred, impersonates or appears to impersonate any other person, is in contempt of court, violates any law or regulation or encourages conduct that would amount to a criminal offence or give rise to a civil liability and/or is otherwise objectionable and/or an infringement of any Japan or other applicable law or regulation;
• The User Contribution does not contain any virus, corrupt file, cancelbot, worm program or other malicious code designed to interrupt, destroy or limit the functionality of or disrupt any software, hardware, telecommunications, networks, servers or other equipment, nor any adware, spy ware, Trojan horse or any other material designed to damage, interfere with, wrongly intercept or expropriate any data or personal information;
• You shall not forge any TCP/IP packet header or part of the header information in any User Contribution for any reason;
• You shall not submit any material or perform any actions that result in the transmission of junk email, chain letters, surveys, contests, pyramid selling schemes, duplicative or unsolicited messages or so-called "spamming" and "phishing";
• We shall not be required to pay or incur any sums to any person or entity as a result of our use or exploitation of any User Contribution.
• You hereby waive all moral rights or similar rights now existing or created in the future in any part of the world in respect of any User Contribution and grant to us the non-exclusive, royalty-free Studios Distribution right to use any name, user name, screen name, likeness, photograph, signature and/or biographical material submitted to us by you.
• You shall, and will procure that any necessary third parties shall, do all such further acts and execute and deliver all such other documents as may be reasonably requested by us to confirm the licences and rights granted under these Terms.
• All User Contributions will be considered non-confidential and we have the right to use, copy, distribute and disclose to third parties any such material for any purpose. We also have the right to disclose relevant information to any third party who is claiming that any material posted or uploaded by you to our site constitutes a violation of their intellectual property rights, their right to privacy or any Japan or other applicable law or regulation.

4. Payments and cancellation

Billing

You may purchase a Paid Subscription directly from ax3 by paying a subscription fee plus applicable taxes in advance on a monthly basis or some other recurring interval disclosed to you prior to your purchase.

Tax rates are calculated based on the information you provide and the applicable rate at the time of your monthly charge.

Price and tax changes

ax3 may, from time to time, make changes to subscription fees, including recurring fees, for the ax3 Service. Any changes to fees will be communicated to you in advance. These changes will take effect at the beginning of the next subscription period following the date of the change. By continuing to use the ax3 Service after the fee change takes effect, you will be deemed to have accepted the new fee. If you do not agree to a fee change, you can reject it by terminating your subscription prior to the change going into effect.

Tax rates are based on the rates applicable at the time of your billing cycle. These amounts may change over time due to local tax requirements in your country, state, territory, county, or city. Any changes in tax rates will be automatically applied based on the account information you provide.

Renewal and cancellation

Your payment to ax3 will automatically renew at the end of the applicable subscription period, unless you cancel your Paid Subscription before the end of the then-current subscription period. Contact our Customer Support team at [email protected] for instructions on how to cancel. The cancellation will take effect the day after the last day of the current subscription period, and your account will no longer have access to the ax3 Service. We do not provide refunds or credits for any partial subscription periods, except as expressly stated in these Terms.

Brand accounts

If you establish an ax3 account on behalf of a company, organization, entity, or brand ("Brand," and such account a "Brand Account"), the terms "you" and "your," as used throughout these Terms (including other ax3 terms and conditions incorporated by reference herein), apply to both you and the Brand.

By creating a Brand Account, you represent and warrant that you are authorized to grant all permissions and licenses provided in these Terms (including any other applicable ax3 terms and conditions) and to bind the Brand to these Terms.

Export control and sanctions

Certain ax3 products and services are subject to trade control laws, including the export control and economic sanctions laws of the United States, the European Union, the United Kingdom, and other jurisdictions, including but not limited to the Export Administration Regulations maintained by the U.S. Department of Commerce, trade and economic sanctions maintained by the U.S. Treasury Department's Office of Foreign Assets Control ("OFAC"), the International Traffic in Arms Regulations maintained by the U.S. Department of State, Regulation 2021/821 as amended (EU Dual-Use Regulation), the UK Export Control Act 2002, and the UK Export Control Order 2008 (collectively, "Trade Control Laws"). You represent and warrant that you are (1) not located in, organized under the laws of, or ordinarily resident in any country or territory subject to territorial sanctions ("Sanctioned Country"), nor are you owned by or acting on behalf of a Government subject to asset-blocking sanctions or any person or entity organized, located, or ordinarily resident in a Sanctioned Country; and (2) not a person identified on, or more than 50% owned or controlled, directly or indirectly, by or acting on behalf or at the direction of any entity identified on, U.S., E.U., U.K., or other applicable government restricted party lists, such as the Specially Designated Nationals List maintained by OFAC, the Consolidated list of persons, groups, and entities subject to EU financial sanctions, or the UK Consolidated List.

You agree to comply with all applicable Trade Control Laws in your use of the ax3 Service. Specifically, you agree not to, directly or indirectly, use, sell, supply, export, reexport, transfer, divert, release, or otherwise dispose of any products, software, or technology (including products derived from or based on such technology) received from ax3 under these Terms to any destination, entity, or person or for any end use prohibited by applicable Trade Controls Laws. ax3 shall not be required to act in any way that is prohibited under applicable Trade Control Laws, and it shall be in the sole discretion of ax3 to refrain from being directly or indirectly involved in the provision of products or services that may be prohibited under applicable Trade Control Laws.

5. Content and intellectual property rights

User Content

The content you post on the ax3 Service

ax3 users may post, upload, or otherwise contribute content to the ax3 Service ("User Content"). For the avoidance of doubt, User Content includes all information, materials, and other content that is added, created, uploaded, submitted, distributed, or posted to the ax3 Service.

You are solely responsible for all User Content that you post on ax3.

You promise that, with respect to any User Content you post on ax3, (1) you own or have the right to post such User Content; and (2) such User Content, or its use by ax3 pursuant to the license granted below, does not: (i) violate these Terms, including the ax3 User Guidelines, applicable law, or the intellectual property or other rights of any third party; or (ii) imply any affiliation with or endorsement of you or your User Content by ax3 or any artist, band, label, or other individual or entity without the prior express written consent from ax3 or such individual or entity.

Monitoring User Content

ax3 may, but has no obligation to, monitor or review User Content. ax3 reserves the right to remove or disable access to any User Content for any or no reason. ax3 may take these actions without prior notification to you.

Licenses that you grant to us

User Content

By uploading or sharing any User Content with us, you grant ax3 a comprehensive, worldwide, non-exclusive, royalty-free, fully paid, transferable, sublicensable, and irrevocable license. This license encompasses the rights to reproduce, make available, perform and display, translate, modify, create derivative works from, distribute, and utilize your User Content through any medium or technology, both now known or developed in the future, in connection with the ax3 Service. Furthermore, to the extent allowed by applicable law, you agree to waive any moral rights or equivalent rights associated with your User Content, including the right to be identified as the author and the right to object to derogatory treatment of the User Content. This license empowers ax3 to enhance and deliver the full scope of our services while respecting your ownership of the original User Content.

Feedback

If you provide ideas, suggestions, or other feedback in connection with your use of the ax3 Service or any Content ("Feedback"), such Feedback is not confidential and may be used by ax3 without restriction and without payment to you. Feedback is considered a type of User Content under these Terms.

Your Device

You also grant to us the right (1) to allow the ax3 Service to use the processor, bandwidth, and storage hardware on your Device in order to facilitate the operation of the ax3 Service, (2) to provide advertising and other information to you, and (3) to allow our business partners to do the same.

6. Customer Support, Information, Questions and Complaints

For customer support with account- and payment-related questions ("Customer Support Queries"), please use contact as at [email protected].

If you have any questions concerning the ax3 Service or these Terms (including any additional ax3 terms and conditions incorporated herein), you may also contact us at [email protected].

7. Problems and Disputes

Suspending and terminating the ax3 Service

These Terms will remain in effect for you until terminated by either you or ax3. ax3 may terminate these Terms (including any additional terms and conditions incorporated herein) or suspend your access to the ax3 Service at any time if we believe you have violated any of these Terms, if we cease to provide the ax3 Service or any significant component thereof, or as deemed necessary to comply with applicable law. If you or ax3 terminate these Terms, or if ax3 suspends your access to the ax3 Service, you agree that ax3 shall have no liability or responsibility to you, and (except as expressly provided in these Terms) ax3 will not refund any amounts that you have already paid. You may terminate these Terms at any time, in which case you may not continue accessing or using the ax3 Service. To learn how to terminate your ax3 account, please use the Customer Support resources on our About Us page.

The following sections shall survive termination: Sections 3 (Your Use of the ax3 Service) (except as set forth therein), 5 (Content and Intellectual Property Rights), 7 (Problems and Disputes), 8 (About These Terms), as well as any other sections of these Terms that, either explicitly or by their nature, must remain in effect even after termination of these Terms.

Warranty disclaimer

The ax3 Service is provided "as is" and "as available," without any warranties of any kind, whether express, implied, or statutory. Further, ax3 and all owners of the content disclaim any express, implied, and statutory warranties regarding the content, including warranties of satisfactory quality, merchantability, fitness for a particular purpose, or non-infringement. Neither ax3 nor any owner of content warrants that the ax3 Service or content is free of malware or other harmful components. In addition, ax3 makes no representation regarding, nor does it warrant or assume any responsibility for, any third-party applications (or the content thereof), user content, devices, or any product or service advertised, promoted, or offered by a third party on or through the ax3 Service or any hyperlinked website, and ax3 is not responsible for any transactions between you and any third-party providers of the foregoing. No advice or information, whether oral or in writing, obtained by you from ax3 shall create any warranty on behalf of ax3. While using the ax3 Service, you may have access to explicit content filtering features, but the use of these features may still result in some explicit content being served, and you should not rely on such features to filter all explicit content. This section applies to the fullest extent permitted by applicable law.

Limitation of liability and time for filing a claim

You agree that your sole and exclusive remedy for any problems or dissatisfaction with the ax3 Service is to stop using the ax3 Service. You agree that ax3 has no obligation or liability arising from or related to third-party applications or the content thereof made available through or in connection with the ax3 Service, and while your relationship with such third-party applications may be governed by separate agreements with such third parties, your sole and exclusive remedy, as with respect to ax3, for any problems or dissatisfaction with any third-party applications or the content thereof, is to stop using such third-party applications.

To the fullest extent permitted by applicable law, in no event will ax3, its officers, shareholders, employees, agents, directors, subsidiaries, affiliates, successors, assigns, suppliers, or licensors be liable for (1) any indirect, special, incidental, punitive, exemplary, or consequential damages; (2) any loss of use, data, business, or profits (whether direct or indirect), in all cases arising out of the use of or inability to use the ax3 Service, devices, third-party applications, or third-party application content, regardless of legal theory, without regard to whether ax3 has been warned of the possibility of those damages, and even if a remedy fails of its essential purpose; or (3) aggregate liability for all claims relating to the ax3 Service, third-party applications, or third-party application content more than the greater of (a) the amounts paid by you to ax3 during the twelve months prior to the first claim; or (b) $30.00.

For clarification, these Terms do not limit ax3's liability for fraud, fraudulent misrepresentation, death, or personal injury to the extent that applicable law would prohibit such a limitation.

To the fullest extent permitted by applicable law, any claim arising under these Terms must be commenced (by filing a demand or filing an individual action as specified under the Arbitration Agreement below) within one (1) year after the date the party asserting the claim first knows or reasonably should know of the act, omission, or default giving rise to the claim, and there shall be no right to any remedy for any claim not asserted within that time period.

Indemnification

You agree to indemnify and hold ax3 harmless from and against all damages, losses, and expenses of any kind (including reasonable attorneys' fees and costs) arising out of or related to: (1) your breach of any of these Terms (including any additional ax3 terms and conditions incorporated herein); (2) any User Content you post or otherwise contribute; (3) any activity in which you engage on or through the ax3 Service; and (4) your violation of any law or the rights of a third party.

Arbitration Agreement

Agreement to Arbitrate

The arbitrator(s) appointed pursuant to this agreement shall have the authority to determine issues of arbitrability and to interpret and apply the substantive law governing the dispute.

Costs and Fees

Each party shall bear its own costs and expenses of arbitration, including attorney's fees and other professional fees, unless otherwise determined by the arbitrator(s) in the award.

Class Action Waiver

The parties agree that any arbitration shall be conducted on an individual, not a class-wide, basis, and that no arbitration proceeding may be consolidated with any other arbitration or proceeding.

Opt-Out

You have the right to opt-out of this arbitration agreement within thirty (30) days from the date you first agreed to these Terms by notifying us in writing of your decision to opt-out at [email protected].

8. About these Terms

Under applicable law, you may have certain rights that can't be limited by a contract. These Terms are in no way intended to restrict those rights.

Changes

We may make changes to these Terms (including any additional ax3 terms and conditions incorporated by reference herein) from time to time by notifying you of such changes by any reasonable means, including by posting the revised Terms on the ax3 Service (provided that, for material changes, we will seek to supplement such notice by email, an in-service pop-up message, or other prominent notice within the ax3 Service, or other means). Your use of the ax3 Service following any changes to these Terms will constitute your acceptance of such changes. Users who do not wish to continue using the ax3 Service under the updated Terms must close their ax3 account prior to their renewal date or thirty (30) days after the Effective Date, whichever occurs first. If ax3 makes any material change to the Arbitration Agreement (other than a change to the notice address), you may reject any such change by sending us a personally signed, written notice of your decision to opt out of those changes via email to [email protected]. This opt-out notice must be sent within thirty (30) days of when we notify users of the change and include: (1) your name, address, email address associated with your ax3 account, phone number, and ax3 username. Such an opt-out must be sent by you personally from your personal email address, and not by your agent, attorney, or anyone else purporting to act on your behalf. The opt-out notice also must include a statement that you wish to reject the change to the Arbitration Agreement. Opting out of a material change to the Arbitration Agreement is not an opt-out of arbitration altogether. Even if you opt out of a material change to the Arbitration Agreement, you and ax3 agree that any Dispute will be determined by binding individual (not class) arbitration in accordance with the Arbitration Agreement in effect immediately before any such opt-out.

Severability and waiver

Unless stated otherwise in these Terms, if any provision of these Terms is held to be invalid or unenforceable for any reason or to any extent, the remaining provisions of these Terms will not be affected, and the application of that provision shall be enforced to the extent permitted by law.

Any failure by ax3 or any third-party beneficiary to enforce these Terms or any provision thereof shall not waive ax3's or the applicable third-party beneficiary's right to do so.

Assigment

Ax3 may assign any or all of these Terms, and may assign or delegate, in whole or in part, any of its rights or obligations under these Terms. You may not assign these Terms, in whole or in part, nor transfer or sublicense your rights under these Terms to any third party.