Terms of Use

Last Modified: September, 2017

Introduction to Auxo

        

Auxo is a social network and an online platform for professionals to “Increase Growth” as they gather, share, and grow their knowledge and insights with one another. Our goal is to allow professionals to become successful as they create and deliver their own personal content and share their unique life perspectives, experience, ideas and advice to help solve issues or problems for one another. In doing so they will build a reputation and promote their business or services. Our platform allows registered Members to share their professional identity, engage with one another, create valuable digital content, and build a platform for their business or services they offer. It is a place for Members to view and create content.  

Acceptance of the Terms of Use

These Terms of Use constitute a legally binding agreement between “you”, a “User”, and Auxo, LLC (“Auxo”, “Company”, “we”, “our”, or “us”). The following terms and conditions, together with our Privacy Policy, Community Guidelines and any and all other documents they expressly incorporate by reference (collectively and as amended from time to time, these “Terms of Use”), govern your access to and use of [https://www.auxo-gen.com], including any content, functionality and services offered on or through [https://www.auxo-gen.com/], and including all related Auxo websites, desktop and mobile applications, APIs, software, data, tools and widgets, and other services provided by Auxo (collectively the “Website”). 

Please read these Terms of Use, including our Privacy Policy and Community Guidelines, very carefully before you start using the Website. If you do not agree to any part of these Terms of Use (including without limitation the Privacy Policy and Community Guidelines), do not use the Website.

By using the Website, including without limitation, viewing, accessing, streaming, uploading or downloading any content or information on or to the Website, you warrant that (1) you have read and understood these Terms of Use, including our Privacy Policy and Community Guidelines, and will abide by them, and (2) you are 18 years of age or older. Additionally, by using the Website or by clicking an “Agree” box that may be presented to you, you accept or agree to these Terms of Use, and you acknowledge that you have reviewed and agree to be bound and abide by these Terms of Use, including our Privacy Policy, found at [https://www.auxo-gen.com/privacy_policy] the (“Privacy Policy”), and our Community Guidelines, found at [https://www.auxo-gen.com/community_guidelines], which are incorporated herein by reference. 

This Website is offered and available to all Users who are 18 years of age or older and are residents of and located in the United States. By using this Website, you represent and warrant that you are of legal age to form a binding contract with the Company and meet all of the foregoing eligibility requirements. If you do not meet all of these requirements, you must not access or use the Website.

Registered users of our Website are referred to as either “Auxo Clients” or “Auxo Providers”, depending on their account profiles, and Auxo Clients and Auxo Providers are referred to collectively as Members”.  Unregistered users of our Website are referred to as “Visitors”, and both Members and Visitors are collectively or individually, as the context may require referred to herein as “Users”.  These Terms of Use apply to all Users.

  1.     Terms of Use Changes

We reserve the right to revise, change, alter, and update these Terms of Use at any time and from time to time. All changes are effective immediately when we post them, and apply to all access to and use of the Website thereafter. Notwithstanding the foregoing, any changes to the dispute resolution provisions set forth in Section 23 will not apply to any disputes for which the parties have actual notice on or prior to the date the change is posted on the Website.

Your continued use of the Website following the posting of revised Terms of Use means that you accept and agree to the changes. You are expected to check this page from time to time so you are aware of any changes, as they are binding on you.

  1.     Accessing the Website

We reserve the right to withdraw or amend the Website, and any service or material we provide on the Website, in our sole discretion without notice. We will not be liable if for any reason all or any part of the Website is unavailable at any time or for any period. From time to time, we may restrict access to some parts of the Website, or the entire Website, to certain Users, including Members.

You are responsible for making all arrangements necessary for you to have access to the Website and ensuring that all persons who access the Website through your internet connection are aware of these Terms of Use and comply with them.

  1.     Auxo Clients and Providers

        Auxo is a platform that allows Users that create an account with us pursuant to Section 4 to become Auxo Clients and/or Auxo Providers.  Auxo Clients are persons seeking to obtain some form of professional services.  Auxo Providers are persons seeking to provide some form of professional services to others. Auxo only facilitates connections and matching between Auxo Clients and Auxo Providers and is not responsible for the performance of any services rendered by any Auxo Provider.

 

AUXO IS NOT AN AUXO PROVIDER AND DOES NOT PERFORM ANY AUXO PROVIDER SERVICES, NOR DOES AUXO DIRECTLY EMPLOY INDIVIDUALS TO OFFER PROFESSIONAL SERVICES. AUXO DOES NOT SUPERVISE OR HAVE CONTROL OVER ANY ASPECT OF THE PROFESSIONAL SERVICES PERFORMED BY ANY AUXO PROVIDER, INCLUDING WITHOUT LIMITATION THE QUALITY OR TIMELINESS OF SUCH SERVICES. AUXO MAKES NO REPRESENTATIONS ABOUT THE RELIABILITY, SUITABILITY, TIMELINESS, OR ACCURACY OF SERVICES PROVIDED BY AUXO PROVIDERS, WHETHER IN ONLINE OR OFFLINE INTERACTIONS.  

Connecting Auxo Clients and Auxo Providers

Auxo Clients may directly request a consultation from any Auxo Provider and/or post a job request using the Auxo Provider Match feature of the Website (“Auxo Provider Match”). We reserve the right to keep all jobs posted using the Auxo Provider Match feature not publicly visible and to use such posted jobs solely in connection with our Auxo Provider Match service.

Following any direct consultation request or any match made using the Auxo Provider Match service, the applicable Auxo Client and Auxo Provider shall together agree on the terms of the services to be provided, if any, by such Auxo Provider to such Auxo Client (a “Services Agreement”).  Each Auxo Client is solely responsible for, and has complete discretion with respect to, selecting an Auxo Provider with whom to enter into a Services Agreement.  Auxo Clients should choose Auxo Providers with whom they work carefully, as they do so at their own risk.  Please note that when entering into a Services Agreement with an Auxo Provider or Auxo Client, such Auxo Provider or Auxo Client may require you to share your personal information, tax identification number, or other related information.  Whether to share such information with such Auxo Provider or Auxo Client is entirely at your discretion and shall be done at your own risk.  

EACH MEMBER ACKNOWLEDGES AND AGREES THAT AUXO IS NOT AND WILL NOT BE A PARTY TO ANY SERVICES AGREEMENT AND AUXO SHALL NOT HAVE ANY OBLIGATIONS UNDER ANY SUCH SERVICES AGREEMENT. Each Auxo Provider assumes full and sole responsibility for the provision of Auxo Provider services agreed to under any Services Agreement to which such Auxo Provider is a party, for the collection of any and all fees, payment, and compensation owed for services rendered, and for compliance with all federal, state and local income tax, sales tax, use tax or other tax requirements. Auxo Clients shall pay for services rendered pursuant to a Services Agreement directly to the applicable Auxo Provider and not through Auxo. ALL DISPUTES, INCLUDING WITHOUT LIMITATION REQUESTS FOR REFUNDS, DISCOUNT, MODIFICATIONS AND UNSATISFACTORY WORK PRODUCT, MUST BE NEGOTIATED BETWEEN THE APPLICABLE AUXO CLIENT AND AUXO PROVIDER.

Auxo Clients and Auxo Providers agree to abide by the following standards, the failure of which could result in the termination of such Member’s Auxo account in accordance with Section 10:

Auxo does not and is not obligated to:

Feedback; Ratings; Reviews and Testimonials

Auxo offers the ability for Auxo Clients to (1) provide public or private feedback to Auxo Providers, (2) rate Auxo Providers, which ratings will be publicly posted [in the aggregate], and (3) provide public reviews and testimonials of Auxo Providers. We do not monitor or censor any feedback, ratings, reviews or testimonials. You acknowledge and agree to have all feedback, ratings, reviews and testimonials, which are not posted by or sent to you privately, made available by us to the public. We reserve the right, but are under no obligation, to remove any posted feedback, ratings, reviews and testimonials for any or no reason, including without limitation if such postings violates the Terms of Use or negatively affects the Auxo community, as determined in our sole discretion.

  1.    Setting Up An Account

Certain services, resources, functions and other material may only be available to Members that have registered accounts with us.  We provide different types and levels of membership and have varying fee structures associated with each, as set forth in Section 5.  

To create an account with us, you must provide certain registration details, such as, but not limited to: your name, location, street address, zip code, email, photograph, gender, and business information (collectively “Profile Information”). It is a condition of your use of the Website that you agree to keep all of your Profile Information, and any other information you may provide to us, true, accurate, current, and complete. You are solely responsible for ensuring that your account is used only by you and in a manner consistent with these Terms of Use. You agree to not provide any false or misleading account, profile, and business information, including without limitation information related to your skills, education, background, experience, and services.

You may not impersonate someone else or create or use an account for anyone other than yourself. You agree that all information you provide to register with this Website or otherwise, including but not limited to through the use of any interactive features on the Website by any User, is governed by our Privacy Policy, and you consent to all actions we take with respect to your information that are consistent with our Privacy Policy. If you believe someone else has created an unauthorized, false account about you, please contact us to have it removed.

You agree not to register for more than one Auxo Client account and one Auxo Provider account, without our express written permission. You agree not to allow or ask another person to create an account on your behalf, for your use, or for your benefit.

You may choose your own user name (subject to availability) and password. You agree to keep confidential your user name, password, and any other security information that you provide us. You must not disclose such information to any other person or third party. As between you and others, your account, if any, belongs to you. You acknowledge that your account, if any, is personal to you and agree not to provide any other person with access to this Website or portions of it using your user name, password or other security information. You agree to notify us immediately of any unauthorized access to or use of your user name or password or any other breach of security. You also agree to ensure that you exit from your account at the end of each session. You should use particular caution when accessing your account from a public or shared computer so that others are not able to view or record your password or other personal information.

When you register for an account, your Profile Information and any other information you may provide may be subject to verification and validation from third party databases or verification of one or more official government or legal documents that confirm your identity and your ability to represent your services and business as a Member on our site. You authorize Auxo, directly or through one or more third parties, to make any inquiries necessary to validate your identity and confirm ownership of your business, any obtained and validated certifications, licenses, or training related to services you provide which are subject to applicable law. When requested, you must provide us with accurate, true, and updated information about you and your business.  Notwithstanding any of the foregoing, Auxo shall have no duty to verify and/or validate any information provided by any Member or other User.

We have the right to disable any account, user name, password or other identifier, whether chosen by you or provided by us, at any time in our sole discretion for any or no reason, including if, in our opinion, you have violated any provision of these Terms of Use.

You may delete your account at any time, at which time you will cease to be a Member.  If you continue to use the Website after you cease being a Member you shall continue to be bound by these Terms of Use as a Visitor.  The following shall survive the deletion of your account:

You may invite a friend or colleague to use our services through our Website by providing such person’s contact information, such as his or her email address or social network identity. Contact information submitted in connection with invitations sent to friends and colleagues will be stored by us, in accordance with our Privacy Policy, to register those accepting the invitation to join Auxo.

  1. Account Fees

It is free to create an Auxo Client account.  An Auxo Provider account may be established for an initial one-time fee and maintained for a periodic fee that varies depending on the level of desired membership (collectively “Fees”).  All Fees are quoted in US Dollars (USD) and we are not responsible for any currency fluctuations, exchange rate variances, or third party charges associated with any payments or Payment Methods associated with any currency other than US Dollars.

Each membership level for an Auxo Provider entitles such Auxo Provider to a certain number of “Leaf Coins” (“Leaf Coins” and “Leaf Tokens”) per month, which may be used to conduct searches for Auxo Clients using the Auxo Provider Match feature of our Website. Auxo Providers may purchase additional Leaf Coins at any time, subject to any cap associated with such Auxo Provider’s membership level.  Leaf Coins only represent virtual leads regarding potential Auxo Clients. Leaf Coins do not retain any cash value nor are they redeemable for cash or credit. Once they have been deposited into our Auxo Provider Match service, such deposit is final and the deposited Leaf Coins will not be refunded or otherwise credited back into your account.  Depending on an Auxo Provider’s level of membership, Leaf Coins not used by the end of the month may or may not carry over into the next month. Our current fee schedule and Leaf Coin roll-over policies for the different Auxo Provider membership levels may be found at [FEE SCHEDULE]. 

Auxo reserves the right to change any membership fees, change the number of Leaf Coins included in any membership level, change the price of each additional Leaf Coin, change the Leaf Coin roll-over policy associated with any membership level or institute new fees at any time. Changes are effective for new Members once posted on our Website and will become effective for existing Members at the end of the subscription period associated with such Member’s account during which such change was posted on our Website. Additionally, Auxo reserves the right to collect any taxes on membership fees, Leaf Coins and any other amounts due and owing to us, as may be required by law.

When you create an account with us, you must provide us with your payment information (e.g. credit card, bank account information for direct withdrawal, [PayPal account information], etc.)  (your “Payment Method”).  You expressly authorize us to charge all Fees associated with your account, and any applicable taxes, to your provided Payment Method in accordance with our fee schedule and billing practices. You acknowledge that the amount billed each month may vary from month to month for reasons that may include, without limitation, promotional offers, changing your level of membership, and changes in our fees.  Confirmation of payment will be sent to the email address associated with your Member account.

Your membership billing period begins on the date that Auxo receives payment from you and shall continue thereafter in accordance with our fee schedule and billing practices associated with your level of membership, until you cancel or change your membership level. Unless you terminate your membership level prior to the last day of your periodic subscription, your subscription for your then–current membership level shall automatically renew. If you upgrade your membership level, it will result in a new billing date, effective upon the date of payment for the additional Fees, if applicable, subject to any credit you may receive for any unused portions of Fees paid with respect to your existing membership level. If you downgrade your membership level, the downgrade will go into effect at the beginning of the next billing period and you will not receive a refund or credit for any fees already paid.

You will have 30 days from the initial date you register for a specific membership level, to cancel such membership level and request a full refund of Fees paid with respect thereto. After such 30 day period, WE WILL NOT PROVIDE REFUNDS OR CREDIT FOR ANY FEES ALREADY PAID EVEN IF YOU LATER CANCEL YOUR MEMBERSHIP OR YOUR ACCOUNT IS SUSPENDED OR TERMINATED BY US PRIOR TO THE END OF YOUR SUBSCRIPTION PERIOD. ADDITIONALLY, AUXO MAY CHARGE YOUR PAYMENT METHOD AN EARLY TERMINATION FEE, IN ACCORDANCE WITH OUR BILLING PRACTICES, IF YOU VOLUNTARILY TERMINATE YOUR MEMBERSHIP WITH US AFTER THE INITIAL 30 DAY PERIOD AND PRIOR TO THE END OF YOUR SUBSCRIPTION PERIOD.

You are responsible for keeping your Payment Method on file with us up-to-date and you expressly acknowledge and agree if for any reason we are unable to charge your Payment Method, due to expiration, insufficient funds, lack of updated payment information, or otherwise, you shall remain responsible for any uncollected amounts and you authorize us to continue billing your Payment Method, until it is updated, at which point we may begin to bill your new Payment Method. If we cannot collect the full amount of moneys owed to us, for Fees, taxes, or otherwise for any reason, or if we receive notification of a reversal, chargeback, or payment dispute, or we are charged a penalty for charging your Payment Method, we may notify you of such uncollected fees, reversal, dispute, penalty or otherwise.  If you do not remedy such reversal, chargeback, dispute or penalty within 10 days after receiving notice from us, we may suspend your account. If you do not remedy such reversal, chargeback, dispute or penalty within 30 days after receiving notice from us, we may pursue all available lawful remedies in order to obtain payment, and may, without further notice to you, terminate your account. We also reserve the right to charge you administrative fees and processing fees for tasks performed outside the normal scope of services offered by us in accordance with our standard billing practices. In addition to all Fees, taxes and other amounts that you have authorized us to charge you, you expressly agree that we may bill you for any administrative or legal fees incurred by us due to payment disputes brought by you, your bank, credit card company, or other Payment Method processor that are ultimately resolved in our favor by a court of law, up to a total amount permitted by law.

  1.      Intellectual Property Rights

The Website and its entire contents, features and functionality (including but not limited to all digital and non-digital information, applications, APIs, data, tools, interactive features, graphics, design, compilation, computer code, products, aggregate user review ratings, software, text, displays, images, video and audio, and the design, selection and arrangement thereof), are owned by Auxo or its licensors or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret and other intellectual property or proprietary rights laws.

These Terms of Use permit you to use the Website for your personal use only. You must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store or transmit any of the material on our Website, except as follows:

You must NOT:

If you print, copy, modify, download or otherwise use or provide any other person with access to any part of the Website in breach of the Terms of Use, your right to use the Website will cease immediately and you must, at our option, return or destroy any copies of the materials you have made. No right, title or interest in or to the Website or any content on the Website is transferred to you, and all rights not expressly granted are reserved by the Company. Any use of the Website not expressly permitted by these Terms of Use is a breach of these Terms of Use and may violate copyright, trademark and other laws.

  1.     Trademarks

The Company name, logo and all related names, logos, product and service names, designs and slogans are trademarks of the Company or its affiliates or licensors. You must not use such marks without the prior written permission of the Company. All other names, logos, product and service names, designs and slogans on this Website are the trademarks of their respective owners.

  1.      Prohibited Uses

You may use the Website only for lawful purposes and in accordance with these Terms of Use. You agree NOT to use the Website:

Additionally, you agree NOT to:

  1.      User Contributions & Use of Website

The Website contains discussion message boards (including without limitation the “Community Discussion Board”), chat rooms, personal web pages or profiles, forums, bulletin boards, rating functions, reviews, feedback and other interactive features (collectively, “Interactive Services”) that allow Users to create digital media content (articles, texts, photos, videos, etc.) and to post, submit, publish, display or transmit them to other Users or other persons (“post”) content or materials (collectively, “User Contributions”) on or through the Website.  Depending on your account settings, your User Contributions may be available to Members only or to all Users, including Visitors.

All User Contributions must comply with the Content Standards set forth in Section 11, and all other provisions of these Terms of Use, including our Privacy Policy and Community Guidelines.  Additionally User Contributions posted to the Community Discussion Board must comply with the Auxo Forum Discussion Board Rules.

Any User Contribution you post to the Website, unless privately sent to another User, will be considered non-confidential and non-proprietary. By providing any User Contribution on the Website, you grant us and our affiliates and service providers, and each of their and our respective licensees, successors and assigns the right to use, reproduce, modify, perform, display, distribute, commercialize, promote and otherwise disclose to third parties any such material for any purpose. We may also incorporate your User Contributions into other works or advertisements, create derivative works, and allow other Users to share it on external networks. As such, you irrevocably grant us a world-wide, non-exclusive, royalty-free, perpetual, sub-licensable, assignable, transferable license to use your User Contributions for any purpose. You waive any claims and assertion of rights, moral rights, or attribution with respect to your User Contributions.

You represent and warrant that:

You understand and acknowledge that you alone are responsible for your User Contributions, which cannot always be withdrawn once posted.  You assume all risks associated with your User Contributions, including without limitation other Users’ reliance on the accuracy, appropriateness, legality quality, or reliability thereof. You may not imply that any of your User Contributions are in any way sponsored or endorsed by Auxo. Auxo does not authorize any infringement of intellectual property rights on the Website.  We reserve the right to remove any and all User Contributions at any time without notice.

 We are not responsible, or liable to any third party, for the content or accuracy of any User Contributions posted by you or any other User of the Website. Users of the Website rely, if at all, on information contained in User Contributions at their own risk.  User Contributions contained on the Website should not be used in place of a consultation with a relevant, qualified professional regarding such matter. 

  1. Monitoring and Enforcement; Termination

We have the right to:

Without limiting the foregoing, we have the right to fully cooperate with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of any User posting any materials on or through the Website. YOU WAIVE AND HOLD HARMLESS THE COMPANY AND ITS AFFILIATES, LICENSEES AND SERVICE PROVIDERS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY ANY OF THE FOREGOING PARTIES DURING OR AS A RESULT OF ITS INVESTIGATIONS AND FROM ANY ACTIONS TAKEN AS A CONSEQUENCE OF INVESTIGATIONS BY ANY OF SUCH PARTIES OR LAW ENFORCEMENT AUTHORITIES.

We do not undertake to review material before or after it is posted on the Website, and cannot ensure prompt removal of objectionable material after it has been posted. Accordingly, we assume no liability for any action or inaction regarding, but not limited to, transmissions, communications or content provided by any User or third party. We have no liability or responsibility to anyone for performance or nonperformance of the activities described in this Section 10.

  1.      Content Standards

These content standards apply to any and all User Contributions and use of Interactive Services and you may be held liable if your User Contributions fail to meet these Content Standards. User Contributions must in their entirety comply with all applicable federal, state, local and international laws and regulations. Without limiting the foregoing, User Contributions must NOT:

  1.     Copyright Infringement

If you believe that any User Contributions violate your copyright, please send us a detailed written notice regarding the suspected copyright infringement. Each detailed notice to our designated agent should be sent via mail – to the address provided at the end of these Terms of Use, Attn: Copyright Agent – or via email – to the email address provided at the end of these Terms of Use, with a subject line of Attn: Copyright Agent. Each notice must include, at a minimum, the following information:

If you submit a notice that misrepresents that material is infringing, you may be liable for damages (including costs and attorney's’ fees). Therefore, if you are not sure whether the material is infringing, please contact an attorney before submitting a notice to the Company. Fraudulent or abusive notices may result in account termination or other legal consequences.  

It is the policy of the Company to terminate the accounts of repeat copyright infringers.   

  1.      Reliance on Information Posted

The information presented on or through the Website is made available solely for general information purposes. We do not warrant the accuracy, completeness or usefulness of this information. Any reliance you place on such information is strictly at your own risk. We disclaim all liability and responsibility arising from any reliance placed on such materials by you or any other User of the Website, or by anyone who may be informed of any of its contents.

This Website may include content provided by third parties, including without limitation materials provided by other Users. All statements and/or opinions expressed in these materials, and all articles and responses to questions and other content, other than the content provided by the Company, are solely the opinions and the responsibility of the person providing those materials. Such materials do not necessarily reflect the opinion of the Company. We are not responsible, or liable to you or any third party, for the content or accuracy of any materials provided by any User, including without limitation User Contributions.

  1.      Changes to the Website

We may update the content on this Website from time to time, but its content is not necessarily complete or up-to-date. Any of the material on the Website may be out of date at any given time, and we are under no obligation to update such material.

  1.      Information About You and Your Visits to the Website

All information we collect on this Website is subject to our Privacy Policy. By using the Website, you consent to all actions taken by us with respect to your information in compliance with the Privacy Policy.

  1.      Online Purchases and Other Terms and Conditions

Purchases made through our Website, including without limitation membership and/or other Fees, may be subject to certain other fees and/or taxes. You agree to pay all such applicable fees and/or taxes, as calculated based on the billing information that you provide us.  You also specifically authorize us to store and, as applicable, continue billing your Payment Method to avoid interruptions in any ongoing purchased services.  

Additional terms and conditions may apply to specific portions, services or features of the Website, including without limitation all membership and/or other registration fees, purchases made through our Website and purchases made as a result of visits to our Website. All such additional terms and conditions will be made available to you and are hereby incorporated by this reference into these Terms of Use.

  1.      Linking to the Website and Social Media Features

You may link to our homepage, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it, but you must not establish a link in such a way as to suggest any form of association, approval or endorsement on our part without our express prior written consent.

This Website may provide certain social media features that enable you to:

You may use these features solely as they are provided by us, solely with respect to the content they are displayed with, and otherwise in accordance with any additional terms and conditions we provide with respect to such features. Subject to the foregoing, you must not:

The website from which you are linking, or on which you make certain content accessible, must comply in all respects with the Content Standards set out in these Terms of Use. You agree to cooperate with us in causing any unauthorized framing or linking immediately to cease. We reserve the right to withdraw linking permission without notice. We may disable all or any social media features and any links at any time without notice in our discretion.

  1. Links from the Website

If the Website contains links to other sites and resources provided by third parties, these links are provided for your convenience only. This includes links contained in advertisements, including banner advertisements and sponsored links. We have no control over the contents of those sites or resources, and accept no responsibility for them or for any loss or damage that may arise from your use of them. If you decide to access any of the third party websites linked to this Website, you do so entirely at your own risk and subject to the terms and conditions of use for such websites. When you visit any third party websites that is linked to our Website, you should consult that third party website’s privacy policy before providing personal information. Auxo is not responsible for data collection or security procedures of any of websites linked to our Website.

  1.          Geographic Restrictions

Auxo is a limited liability company formed and based in the state of Arizona in the United States. We provide this Website for use only by persons that are residents of and located in the United States. We make no claims that the Website or any of its content is accessible or appropriate outside of the United States. Access to the Website may not be legal by certain persons or in certain countries. If you access the Website from outside the United States, you do so on your own initiative and are responsible for compliance with local laws.

  1. Disclaimer of Warranties

You understand that we cannot and do not guarantee or warrant that files available for downloading from the internet or the Website will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to our site for any reconstruction of any lost data. WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE WEBSITE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ON ANY WEBSITE LINKED TO IT.

YOUR USE OF THE WEBSITE, ITS CONTENT AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE IS AT YOUR OWN RISK. THE WEBSITE, ITS CONTENT AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER THE COMPANY NOR ANY PERSON ASSOCIATED WITH THE COMPANY MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY OR AVAILABILITY OF THE WEBSITE. WITHOUT LIMITING THE FOREGOING, NEITHER THE COMPANY NOR ANYONE ASSOCIATED WITH THE COMPANY REPRESENTS OR WARRANTS THAT THE WEBSITE, ITS CONTENT OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE WILL BE ACCURATE, RELIABLE, ERROR-FREE OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT OUR SITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR THAT THE WEBSITE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.

THE COMPANY HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR PARTICULAR PURPOSE.

THE FOREGOING DOES NOT AFFECT ANY WARRANTIES WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

  1.      Limitation on Liability and Release

IN NO EVENT WILL THE COMPANY, ITS AFFILIATES OR THEIR RESPECTIVE LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, EQUITY HOLDERS, MANAGERS, OFFICERS OR DIRECTORS (COLLECTIVELY THE “AUXO PARTIES”) BE LIABLE FOR, AND YOU HEREBY AGREE TO HOLD THE AUXO PARTIES HARMLESS FROM ANY AND ALL DAMAGES, CLAIMS, OBLIGATIONS, DUTIES, DEBTS AND OTHER LIABILITIES WHETHER ASSERTED OR UNASSERTED, KNOWN OR UNKNOWN, ABSOLUTE OR CONTINGENT, ACCRUED OR UNACCRUED, MATURED OR UNMATURED OR OTHERWISE, BOTH IN LAW AND IN EQUITY (COLLECTIVELY, “CLAIMS”), UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR (1) USE, OR INABILITY TO USE, THE WEBSITE OR ANY WEBSITES LINKED TO IT, (2) ANY CONTENT ON THE WEBSITE OR SUCH OTHER LINKED WEBSITES OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE OR SUCH OTHER WEBSITES, OR (3) SERVICES PERFORMED BY ANY AUXO PROVIDER OR UNDER ANY SERVICES AGREEMENT, INCLUDING IN EACH CASE ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT OR OTHERWISE, EVEN IF FORESEEABLE.

YOU UNDERSTAND AND AGREE THAT ALL RIGHTS UNDER SECTION 1542 OF THE CIVIL CODE OF CALIFORNIA AND ANY SIMILAR LAW OF ANY STATE OR TERRITORY OF THE UNITED STATES ARE HEREBY EXPRESSLY WAIVED.  SAID SECTION READS AS FOLLOWS:  

“1542. CERTAIN CLAIMS NOT AFFECTED BY GENERAL RELEASE. A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.”

THE FOREGOING DOES NOT AFFECT ANY LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

  1. Indemnification

You agree to defend, indemnify and hold harmless the Company, its affiliates, licensors and service providers, and its and their respective officers, directors, managers, members, shareholders, employees, contractors, agents, licensors, suppliers, successors and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses or fees (including reasonable attorneys’ fees) arising out of or relating to (1) your violation of these Terms of Use, (2) your use of the Website, including, but not limited to, your User Contributions, (3) any use of the Website’s content, services and products other than as expressly authorized in these Terms of Use, (4) your use of any information obtained from the Website, and (5) your obligations under any Services Agreement to which you are a party.

  1. Governing Law and Dispute Resolution

GOVERNING LAW: All matters relating to the Website and these Terms of Use and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the internal laws of the State of Arizona without giving effect to any choice or conflict of law provision or rule (whether of the State of Arizona or any other jurisdiction).

LEGAL PROCEEDINGS: Any legal suit, action or proceeding arising out of, or related to, these Terms of Use or the Website brought by you shall be instituted exclusively in the federal courts of the United States or the courts of the State of Arizona in each case located in the County of Maricopa in Arizona and agree to submit to the personal jurisdiction of such courts for the purpose of litigating all such claims, although we retain the right to bring any suit, action or proceeding against you for breach of these Terms of Use in your country of residence or any other relevant country, if other than the United States. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.

ARBITRATION: At the Company’s sole discretion, it may require you to submit any disputes arising out of or related to these Terms of Use and/or your use of the Website to final and binding arbitration under the Rules of Arbitration of the American Arbitration Association applying Arizona law.

  1. Waiver of Right to Class Action

YOU WAIVE ANY AND ALL RIGHTS TO PROCEED BY WAY OF A CLASS ACTION, TO SERVE IN ANY REPRESENTATIVE CAPACITY FOR OTHERS, AND TO ACT AS A PRIVATE ATTORNEY GENERAL IN ANY CLAIM OR CONTROVERSY ARISING OUT OF OR RELATING TO THESE TERMS OF USE AND/OR YOUR USE OF THE WEBSITE.

  1. Limitation on Time to File Claims

ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS OF USE OR THE WEBSITE MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES, OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.

  1. General Waivers; Severability; Interpretation

No waiver by the Company of any term or condition set forth in these Terms of Use shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of the Company to assert a right or provision under these Terms of Use shall not constitute a waiver of such right or provision.

If any provision of these Terms of Use is held by a court or other tribunal of competent jurisdiction to be invalid, illegal or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms of Use will continue in full force and effect.

Wherever context may require, any pronoun used in these Terms of Use shall include the corresponding masculine, feminine and neuter forms.  For all purposes of these Terms of Use, the words “include”, “includes” and “including shall be deemed to be followed by the phrase “without limitation”.  As used in these Terms of Use, the term “herein” shall refer to these Terms of Use in their entirety.  All references to Sections shall, except as otherwise expressly set forth herein, refer to the numbered Sections of these Terms of Use.  For all purposes of these Terms of Use, each reference to a person shall refer to any natural person, corporation, partnership, limited liability company, trust, estate, association or other legal entity, as applicable.  

  1. Entire Agreement

These Terms of Use (including our Privacy Policy and all of our other policies incorporated herein by reference) constitute the sole and entire agreement between you and the Company with respect to the Website and supersede all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to the Website.

Your Comments and Concerns

The Website is operated by Auxo, LLC. All feedback, comments, requests for technical support and other communications relating to the Website should be directed to:

[auxo@auxo-gen.com]