Axiom RSN8 Venue Host Terms of Service

These Axiom Design Group, LLC, Terms of Service (the “Terms”), govern the relationship Axiom Design Group, LLC. (“Axiom”), and those that register an account as a Venue on its Platform, as defined below (each a “Venue”), and constitute a legally binding agreement between Axiom and Venue. Axiom and Venue shall be referred to collectively herein as the “Parties.” Venue wishes to receive from Axiom an agreed upon number of tablets, tablet mounts and certain other accessories and devices (the “Equipment”) and use Axiom’s platform in Venue’s place of business to promote third party businesses’ products and services, and engage customers with trivia, games and other content via the Axiom application (collectively, the “Platform”). By agreeing to these Terms, Venue represents that a legally viable representative of the company has read and does understand and agree to be bound by the foregoing provisions, and that all representations made below are accurate. These Terms may be changed by Axiom effective immediately by notifying Venue. By continuing to access or use the Equipment and Platform after the effective date of any such change, Venue agrees to be bound by such modified Terms. Venue represents that Venue’s participation on the Platform and acceptance of these Terms are completely voluntary. Venue’s relationship to Axiom shall be that of an independent contractor and no employment, partnership, joint venture, franchise or agency relationship is created by this Agreement. The Parties agree:

I. Venue Terms / Responsibility:
a. Venue will keep the Equipment charged, secured, viewable to customers/guests, to facilitate the broadcasting of content during Venue’s operating hours (the “Venue Hours”). If Venue does not meet the Venue Hours, Venue shall return the Equipment.
b. Venue will be responsible for ensuring that the Equipment is not lost, damaged or stolen, but may provide a police report to alleviate responsibility in the event the Equipment is stolen. Venue shall immediately report to Axiom any damage, theft or other issue to the Equipment.
c. Venue will provide Axiom with bank account information (“Venue’s Account”) for the purpose of making credits and debits to Venue’s account under the terms of this Agreement
d. Venue will not utilize any other digital signage engagement or advertising device while Venue remains in possession of the Equipment.
e. Venue will pay all local, state and federal taxes due in connection with any rewards paid by Axiom to Venue.
f. Venue will maintain adequate insurance in full force and effect with respect to Venue’s vehicle, during the term of this Agreement.
g. Venue shall not operate Equipment in an unsafe manner on their premises.
h. Venue agrees to only use the Equipment for purposes of displaying the Platform. If the Platform is exited, Venue shall immediately reopen the Platform or notify Axiom immediately.
i. Venue will return to the Axiom address specified in section VI.e. the Equipment provided to Venue by Axiom, within 10 days, if requested by Axiom. All costs of returning Equipment shall be the sole responsibility of Venue.
j. Venue shall follow all applicable laws and insure that customers/guests abide with applicable laws.
k. Venue agrees to receive SMS messages for general communications from Axiom. Message & data rates may apply. To stop receiving SMS messages from Axiom, Venue may reply STOP to any such message at any time.
l. Venue agrees to receive emails for general communications from Axiom. To stop receiving emails from Axiom, Venue may follow the unsubscribe instructions in any such email.
m. Venue agrees to maintain all city and state licenses and permits necessary to display advertisements in Venue’s location.

II. Axiom Terms / Responsibilities:
a. Axiom will provide the Venue with the Equipment as Axiom deems appropriate.
b. Axiom will subsidize data costs associated with the Equipment.
c. Axiom may request the return of the Equipment at any time.
d. Axiom reserves the right to reward Venue based on any metric/ payment plan, in Axiom’s sole discretion.
e. Axiom reserves the right to display any such content it deems appropriate on the Platform at any time.
f. Axiom reserves the right to terminate this Agreement with Venue at any time, for any reason, without cause.

III. Transactions:
a. Axiom may make rewards to Venue. Axiom is not obligated to make any rewards. Any rewards shall be granted at the sole discretion of Axiom and may be discontinued at any time.
b. Upon termination of this Agreement, any unredeemed rewards shall be forfeited by Venue.
c. Axiom may require Venue to pay a security deposit in order to receive the Equipment (the “Security Deposit”).
d. If Venue fails to return the Equipment, in original working condition, when requested by Axiom, then Axiom may retain the Security Deposit and/or charge Venue’s Account for lost Equipment as follows: Tablet (US$160), Tablet Mount (US$20), Charging Cable (US$10), Charging Port (US$10). If any Equipment is stolen and Venue provides Axiom with a full police report within 30 days of the incident, Axiom will waive all charges for such Equipment.

IV. Intellectual Property / Data:
a. Axiom IP. Venue agrees and acknowledges that Axiom owns all right, title, and interest in Axiom’s Platform, resulting data and information, trademarks and other intellectual property, any software, technology or tools used in connection therewith, and any improvements or derivative works thereof (collectively, the “Axiom IP”). Venue shall not rent, lease, sublicense, distribute, transfer, copy, reproduce, download, display, or modify the Axiom IP or any portion thereof, except with the explicit permission of Axiom. Venue shall not prepare any derivative work based on the Axiom IP and shall not translate, reverse engineer, decompile or disassemble the Axiom IP.
b. Data. Axiom may collect user data based on driving records that Venue shares with Axiom, user interactions with the Equipment, location based data from the Equipment, as well as other methods. Axiom may share some, all or none of this information with advertisers as part of the advertising sales process or other third parties in Axiom’s sole discretion.
c. Confidentiality. All of the terms of this Agreement are to be treated by Venue as confidential. Venue agrees not to disclose any such confidential information to any third party, other than its legal, tax, and accounting advisors who are bound by a duty of confidentiality or as required by applicable laws.

V. Term:
a. Termination. Either party may terminate Venue’s account with Axiom immediately upon 10 days’ notice to the other party and, for Venue, the return of the Equipment to Axiom.

VI. General:
a. Representations and Warranties. Venue represents and warrants that: (1) Venue has the right, power and authority to agree to these Terms; and (2) the information shared by Venue, including Venue’s profile displayed on the Platform, does not and will not violate any copyright, trademark, or other intellectual property right or right of privacy or publicity of any third party, and will not violate any terms or policies of the Rideshare Company(s) for which he/she drives.
b. Indemnification. Venue agrees to defend, indemnify and hold Axiom, its affiliated and related entities, and any of their officers, directors, agents and employees, harmless from and against any claims, lawsuits, investigations, penalties, damages, losses or expenses (including but not limited to attorney’s fees and costs) arising out of or relating to any of the following: (1) any breach or alleged breach by Venue of this Agreement or the representations and warranties stated in Section VI.a of this Agreement, or (2) any claim arising out of or relating to the information and services provided by Venue, including but not limited to, any claims for false advertising, product defects, personal injury, death, or property damages.
c. Limitation of Liability. Axiom AND ITS AFFILIATES SHALL NOT BE LIABLE UNDER THESE TERMS FOR ANY OF THE FOLLOWING, WHETHER BASED ON CONTRACT, TORT OR ANY OTHER LEGAL THEORY, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES: (1) ANY INCIDENTAL, COMPENSATORY, GENERAL, PUNITIVE, SPECIAL, EXEMPLARY, CONSEQUENTIAL, OR OTHER INDIRECT DAMAGES OF ANY TYPE OR KIND; OR (2) Venue’S OR ANY THIRD PARTY’S PROPERTY DAMAGE, BODILY INJURY, OR LOSS OR INACCURACY OF DATA, OR LOSS OF BUSINESS, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE. (COLLECTIVELY, “DISCLAIMED DAMAGES”).
d. Relationship. The Parties are independent contractors. Nothing in these Terms shall be construed to create a joint venture, partnership, franchise, or an agency relationship between the Parties. Neither Party has the authority, without the other Party’s prior written approval, to bind or commit the other Party in any way.
e. Notices. All notices and requests in connection with this Agreement will be deemed given as of the day they are received either by email, messenger, delivery service, or in the mail, at the following addresses:
To Axiom:
i. Axiom Email Address: contact@axiomrsn8.com
ii. Axiom Physical Address:
5213 N Kings Hwy
Myrtle Beach, SC 29577
To Venue, at the email address and phone number registered by Venue with Axiom. Unsubscribing from Axiom’s email or SMS communications shall not relieve Venue of Venue’s obligations under these Terms, and shall void any notice requirements.
f. No Warranty. EXCEPT AS EXPRESSLY SET FORTH HEREIN, NEITHER PARTY MAKES ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. Axiom DOES NOT WARRANT OR GUARANTEE THAT THE PLATFORM SERVICES SHALL BE UNINTERRUPTED OR ERROR-FREE.
g. Governing Terms. These Terms are the entire agreement of the Parties with respect to the subject matter hereof, and supersede any and all prior agreements and/or understandings, whether written or oral. In certain cases, these Terms may be referred to as the Venue Agreement.
h. Governing Law. These Terms shall be governed by the laws of the State of South Carolina, United States without reference to principles of conflicts of law, and the Parties further consent to the exclusive jurisdiction of the local and federal courts located in Horry County to resolve any dispute that may arise relating to the Terms.
i. Assignment. These Terms may be assigned by Axiom, directly or by operation of law, without the prior written consent of Venue. This Agreement shall be binding upon and inure to the benefit of the parties’ successors and assigns.
j. Privacy Policy. Venue and his/her information shall be subject to the Axiom Design Group, LLC Privacy Policy.
k. Survival. All sections of these Terms that by their nature should survive termination or expiration will survive, including, without limitation, amounts due for unreturned Equipment, indemnification obligations, confidentiality obligations, warranty disclaimers, and limitations of liability.
l. Agreement. Venue agrees to these Terms by checking the related acknowledgment when Venue creates an account with Axiom.