This Terms and Conditions Agreement (the «Agreement») is entered into by and between you (the «Client») and Poleaxe OU, doing business as Poleaxe (hereafter «Poleaxe» or «Company»).
The following Service Terms and Conditions, together with any documents they expressly incorporate by reference (collectively, these "T&C"), govern the Services offered on or through https://poleaxe.co ("Website").
The Services on the Website are offered and available to users who are age of 18 (eighteen) years or older. By ordering the Services, 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 use the Website or order the Services.
We are an ads-development agency with a strong media buyers' team of specialist which provide a software solution for traffic tracking, traffic monetization - leads generation, custom platform solutions, AI for campaigns optimizations, running ad campaigns with traffic types, and other services and solutions ("Services"). The Services to be covered under this Agreement are set forth in one or more orders ("Order"), which shall reference this Agreement; and the terms and conditions contained herein will be a part of any such Orders. In the event Client chooses to order Services from Poleaxe or any of its affiliates utilizing the Website, the T&C contained therein shall apply to any such Services ordered.
Client, at its expense, shall pay, discharge, and be responsible for all licensee fees, business, sales, use, or other similar taxes or assessments charged or levied by reason of anything performed under this Agreement, excluding, however, all taxes and assessments applicable to Poleaxe income or applicable to Poleaxe property. If Poleaxe is required to remit any fee, tax, or duty on behalf of or for the account of Client, Client will reimburse Poleaxe within ten (10) days after Poleaxe notifies Client in writing of such remittance.
Unless otherwise stated herein, the term of this Agreement shall be from the execution of the Order until the Client accepts the completion of Services as described in applicable Order.
Poleaxe represents and warrants to Client that in connection with the receipt, storage, use and/or transfer of Personal Information, it shall (a) at all times maintain the confidentiality of Personal Information provided Poleaxe or otherwise disclosed to Poleaxe in connection with the provisions of Services under this Agreement, and (b) maintain appropriate security measures that are in compliance with data protection regulations promulgated under applicable laws. For this Section's purposes, "Personal Information" means any information relating to an identified or identifiable natural person. By entering into this Agreement, Parties understand, accept, and give explicit consent for processing personal data of its personnel or attorneys that will be possibly known in the process of cooperation under this Agreement.
Client shall not solicit for employment, directly or indirectly, the officers, employees, subcontractors, or agents ("Personnel") of Poleaxe who have performed duties in support of this Agreement during the term hereof and until eighteen (18) months after the earlier of: (a) the termination of such personnel's engagement; and (b) the termination of this Agreement, unless explicitly agreed to in writing by the parties. No offer or other form of solicitation of employment will be made at any time when this Agreement prohibits the employment of such personnel. Should Client solicit any Personnel for employment in violation of this Section and should that employee subsequently become an employee of the Client, the Client agrees to reimburse Poleaxe an amount equal to the salary and commissions, if any, earned by the employee during the last twelve (12) months while employed by Poleaxe. Both parties agree that this amount represents reasonable compensation to Poleaxe for its cost of recruiting and training and does not constitute a penalty. Such amount will be due and payable by the Client within ten (10) days of receipt of written demand from Poleaxe. Nothing herein shall prevent an employee of Poleaxe from responding to an employment advertisement or announcement of general circulation made by Client. The intention of this Section is to prohibit the active recruitment of personnel.
NEITHER PARTY SHALL BE LIABLE FOR INCIDENTAL, INDIRECT, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES OF ANY NATURE, INCLUDING WITHOUT LIMITATION ANY LOST DATA, BUSINESS INJURIES OR LOSSES AND LOST PROFITS, ARISING FROM, OR RELATING TO, THIS AGREEMENT, FOR ANY REASON, INCLUDING, WITHOUT LIMITATION, THE BREACH OF THIS AGREEMENT OR ANY TERMINATION OF THIS AGREEMENT, WHETHER SUCH LIABILITY IS ASSERTED ON THE BASIS OF CONTRACT, TORT (INCLUDING NEGLIGENCE OR STRICT LIABILITY) OR OTHERWISE, EVEN IF THE OTHER PARTY HAS BEEN WARNED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL EITHER PARTY'S TOTAL LIABILITY UNDER THIS AGREEMENT EXCEED THE TOTAL AMOUNTS PAYABLE BY CLIENT TO POLEAXE DURING THE TERM OF THIS AGREEMENT.
No waiver of any provision or breach shall be implied by failure to enforce any rights or remedies herein provided, and no express waiver shall affect any provision or breach other than that to which the waiver is applicable and only for that occurrence.
Poleaxe may subcontract for on-site Services provided to Client. Such subcontracting will not release Poleaxe from any of its obligations in this Agreement.
Suppose Poleaxe is unable to provide Service to the Client. In that case, the Client may cancel coverage for that item under the Agreement, and Poleaxe will refund payment for the remaining days of coverage under this Agreement, on a pro-rata basis.
Either Party may terminate this Agreement at any time if the other Party breaches any material provision hereof and fails within fourteen (14) days after receipt of notice of default to correct such default promptly or to commence corrective action reasonably acceptable to the aggrieved Party and proceed with diligence to completion.
After the initial term, unless dates are otherwise designated for specific Services set forth in an Order, either Party hereto shall have the right to terminate this Agreement without cause, without penalty, and without liability for any damages as a result of such termination at any time giving the other Party at least thirty (30) days prior written notice of such termination. If either Party properly terminates the Agreement, Poleaxe will provide a pro-rata refund for any advanced payment for the remaining days of coverage under the Agreement. Any funds so owed by Poleaxe will be refunded in full within sixty (60) days after receiving written notice of contract termination. Notwithstanding any termination of this Agreement, Client shall be obligated to pay Poleaxe for (i) all products and Services provided by Poleaxe in accordance with this Agreement at any time on or prior to the effective date of termination; and (ii) all incidental costs and expenses incurred by Poleaxe in accordance with this Agreement at any time on or prior to the effective date of termination.
This Agreement shall not, under any circumstances, be transferred or assigned by the Client to any other person or entity, and any attempted transfer or assignment of a membership shall be void. Poleaxe may, at any time, in its sole discretion and without prior notice given to the Client, transfer, or assign this Agreement to any affiliated or non-affiliated person or entity.
This Agreement is subject to change or modification by Poleaxe at any time, and changes shall become effective by email, posting at the Website, or by conventional mail. The Client may not alter, delete, add or change or edit any of these terms and conditions, and any such attempted alteration shall be void and of no effect.
Notices from Website to Client may be given by means of electronic messages to the email address of the Client, by general posting on the Website, or by conventional mail. Communications from the Client to Poleaxe may be made both via email or conventional mail, unless otherwise specified in this Agreement. All notices to Poleaxe via email shall be sent to [email protected]. Notices from Poleaxe shall be deemed delivered when sent by Poleaxe to the Client.
If any provision of this Agreement is held to be invalid or unenforceable, in any respect, such invalidity or unenforceability shall not affect or impair the validity or enforceability of the remaining provisions of this Agreement, but, to the contrary, this Agreement shall be construed as if such invalid or unenforceable provision had never been contained herein.
Governing Law & Miscellaneous The Client shall be responsible for the payment of all attorneys' fees and expenses incurred by Poleaxe to enforce this Agreement's terms.
This Agreement contains the entire Agreement between Poleaxe and Client with respect to the subject matter hereof and supersedes all prior and/or contemporaneous agreements or understandings, written or oral. Client agrees that Poleaxe shall not be subject to or bound by any Client insertion order or online terms and conditions that amend, conflict with, or supplement this Agreement, regardless of whether Poleaxe "clicks through" or otherwise indicates its acceptance thereof.
Nothing herein shall be deemed to establish a partnership, joint venture, association, or employment relationship between the parties. No course of dealing nor any delay in exercising any rights hereunder shall operate as a waiver of any such rights. No waiver of any default or breach shall be deemed a continuing waiver or a waiver of any other breach or default. By submitting an application to Poleaxe, you affirm and acknowledge that you have read this Agreement in its entirety and agree to be bound by all of its terms and conditions.
If you do not wish to be bound by this Agreement, you should not order the Services on the Website. If an individual is accessing this Agreement on behalf of a business entity, by doing so, such an individual represents that they have the legal capacity and authority to bind such a business entity to this Agreement.
Any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of England and Wales. If any disputes having arisen between the Parties concerning this Agreement, the Parties hereby agree that the dispute shall be referred to and finally resolved by arbitration under the LCIA Rules. The number of arbitrators shall be one. The seat, or legal place, of arbitration shall be London, GB. The language to be used in the arbitral proceedings shall be English. ANY DISPUTE RESOLUTION PROCEEDINGS WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS OR REPRESENTATIVE ACTION OR AS A NAMED OR UNNAMED MEMBER IN A CLASS, CONSOLIDATED, REPRESENTATIVE, OR PRIVATE ATTORNEY GENERAL ACTION, UNLESS BOTH YOU AND MOBAIR ENTITY WITH WHICH YOU HAVE A DISPUTE WITH SPECIFICALLY AGREE TO DO SO IN WRITING FOLLOWING INITIATION OF THE ARBITRATION. THIS PROVISION IS NOT APPLICABLE TO THE EXTENT THIS WAIVER IS PROHIBITED BY LAW. YOU HEREBY EXPRESSLY WAIVE ANY RIGHT FOR A TRIAL BY JURY.
If you have any questions or wish us to clarify any of these points, please send us an email [email protected].