The African Risk Compass is an initiative by Axle International. The following terms of use (the “Agreement”) govern use of the African Risk Compass mobile applications (the “App”), the African Risk Compass website at “www.africanriskcompass.org” (the “Site”) and the Axle International portal or other online service offered by Axle International (the “Platform”) and the products and services available on or through the App, Site and Platform (taken together with the App, Site and Platform, the “Service”). The Service is offered subject to your acceptance without modification of any of the terms contained in this Agreement and all other rules, policies and procedures that may be distributed on the App, Site and Platform or included in any survey questions, article discussions, consultations, or other activities (“Activities”). Your access to and/or use of the Service constitutes your acceptance of this Agreement, creating a binding legal agreement. When you click “Agree” on the App or the Platform, that also creates a binding legal agreement and constitutes acceptance of this Agreement. This Agreement may be amended from time to time, as explained further below. Please take time and carefully read through this Agreement. You may only use the Service on behalf of a company with the advance written authority of that company. You, or the company on whose behalf you are using the Service, are referred to in this Agreement as “you,” “your” or “User.” The Service is owned and operated by Axle International (“Axle”). If you find anything in this Agreement confusing, please email Axle at contact@Axleinternational.org.
AGE REQUIREMENTS The Service may only be used by persons at least 18 years of age or who are at least the age of majority in the state or country where the person resides at the time of creating an account to use the Service and where the person is completing any Activity.
PRIVACY Axle’s privacy policy is available at the Site and the Platform (the Privacy Policy) and is incorporated herein by this reference. Axle strongly recommends that you review the Privacy Policy closely. Your agreement to this Agreement constitutes agreement to the Privacy Policy, as amended from time to time.
CONDITIONS FOR ACCESS AND USE Asa condition of receiving any consideration under this Agreement, User hereby certifies that neither User nor any person engaged by User to provide services under this Agreement:(1) is domiciled or resident in Cuba, Iran, North Korea, Sudan, Syria, or the Crimea region of Ukraine/Russia, or any other country or territory that becomes subject to comprehensive sanctions imposed under the U.S. Department of Treasury’s sanctions programs(Information about such programs is available at: Sanctions Programs and Country Information); or(2) is subject to trade restrictions imposed by the U.S. Government, including but not limited to restrictions imposed by the U.S. Department of Treasury under the sanctions programs, as well as by the U.S. Departments of Commerce and State under the U.S. export control laws. The consolidated screening list of parties subject to such restrictions is available at: Consolidated Screening List. Axle takes fraud prevention and legal compliance seriously. As a condition of being qualified to sign up for and complete Activities, User acknowledges and agrees that Axle may conduct background and security checks, as it deems appropriate and in its sole discretion. User hereby further certifies and attests that:(1) User is not identified on any list of prohibited parties such as, for example, the lists maintained by the United Nations Security Council, the U.S. government (including the U.S. Treasury Department’s Specially Designated Nationals list and Foreign Sanctions Evaders list), the European Union (EU) or its member states, and the government of your home country if you are located outside the United States and EU; and (2) User is not owned or controlled by, or acting on behalf of, a person or entity on any of the lists described above; and(3) User is not otherwise restricted from receiving payments from, or performing services for, Axle under any applicable U.S., EU and/or other laws or regulations; and(4)User does not support and is not associated with or actively involved in any terrorist activities; and(5)User will not provide any support (financial or non-financial) to any individual or organization, including without limitation those individuals and entities designated by the State Department under Executive Order 13224, that is associated with terrorist activities as a result of obtaining any financial remuneration from their relationship with Axle; and(6)User, whether acting on User’s own behalf or on behalf of a legal entity, is at least 18 years of age (or is the legal age of majority where User resides and is completing any Activities, and User is legally permitted to use the Service and takes full responsibility for the selection and use of the Service. Failure to satisfy any of the foregoing conditions may result in civil liability to Axle or other parties, or may be a crime. Further, failure to satisfy any of the foregoing conditions will result in immediate termination of this Agreement, the forfeiture of any consideration that otherwise may be owed due to completion of Activities as permitted by law, an arbitration, claim or other legal proceeding pursuant to the terms of this Agreement, and notification to the proper authorities. Subject to the terms of this Agreement and compliance therewith, Axle will provide User with the Service – for use by User only in accordance with all documentation and other written instructions provided by Axle (including, without limitation, as may be posted by AXLE on the Site, distributed through the App, or specified in Activity descriptions). User acknowledges that the Service will sometimes be down for maintenance and updates. After these updates you may find new features added or existing features removed. User shall be responsible for obtaining and maintaining any equipment or services needed to connect to and access the Service, including, without limitation, internet access, wifi service, instant messaging services, modems, hardware, software, and long distance or local telephone service. User shall be responsible for ensuring that such equipment or services are compatible with the Service. User is responsible for all expenses associated with use of the Service and completing Activities, including but not limited to internet subscription fees, internet access fees, wifi access fees, text or instant messaging fees, cellular or other wireless telecommunications service fees, software or equipment upgrades, and data transmission fees. The User shall not, and shall not permit or assist any third party to (a) view, access or copy any content or data, other than in accordance with these terms; (b) translate, adapt, disassemble, reverse engineer, decompile or copy the whole o rany part of the Service, nor arrange or create derivative works based on the Service except to the extent permitted by law not capable of exclusion by agreement;(c) make for any purpose including error correction, any modifications, adaptions, additions or enhancements to the Service or content; (d) combine, match or merge the whole or any part of the Service with or incorporate into any third party code; (e) rent, distribute, sell, sub-license, loan, lease, resell or otherwise make the Service and its content available to third parties, in whole or in part; (f) attempt to undermine the security of an App; (g) access the Service to build a competitive product or service or to build a product or service using similar ideas, features, functions or graphics; (h) make available online all or part of the Service or its content through the Internet, or any intranet; (i) remove or alter any copyright or other proprietary notice on any part of the Service or its content; and/or (j) take any action in an attempt to obtain any other user’s data, cause malfunction, crash, tamper with or otherwise impair the Service. The User agrees that all IP Rights in the Service and all data collected from the Service (other than your own answers) belongs to us; and the rights in the Service are licensed (not sold) to you. “IP Rights” means any patent, trade mark, registered design or any application for registration of the same, or the right to apply for registration of the same, any copyright or related rights, database right, design rights, rights in trade, business or domain names, rights in trade dress, rights in inventions, rights in confidential information or know-how or any similar of equivalent rights in any part of the world. We may allow third parties to: (a) sponsor Questions from time to time ; (b) access our back-catalogue of data; and/or (c) market and advertise their products and services on the Service.
AMENDMENTS, MODIFICATIONS AND SUSPENSIONS AXLE may change, suspend or discontinue the Service at any time, including the availability of any feature, database, or content. AXLE may also impose limits on certain features of the Service or restrict User’s access to parts or all of the Service without notice or liability. AXLE reserves the right, at its discretion, to modify this Agreement at any time by posting a notice on the Site, the Platform or through the App, or by sending User a notice via email or postal mail. User shall be responsible for reviewing and becoming familiar with any such modifications. Use of the Service by User following such notification constitutes User’s acceptance of the terms and conditions of this Agreement as modified.
APP, SITE AND PLATFORM CONTENT AND INTELLECTUAL PROPERTY User agrees that all content, such as trademarks, text, graphs and graphics, data, metrics, logos, button icons, images, audio clips, digital downloads, data compilations, materials and software, and the like (collectively, “Content”)provided by AXLE via the Service or otherwise made available by AXLE through the App, Site or Platform are protected by copyrights, trademarks, service marks, patents, trade secrets or other proprietary rights and laws. Except as expressly authorized by AXLE in writing, User agrees not to sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit or create derivative works from such Content, and agrees not to use AXLE’s trademarks except to refer to AXLE or its products and services. User may print or download a limited reasonable number of copies of the Content from the App, Site or Platform for User’s own non-commercial informational purposes so long as User retains all copyright and other proprietary notices contained therein. Reproducing, copying or distributing any Content, materials or design elements on the App, Site or Platform for any other purpose is strictly prohibited without the express prior written permission of AXLE. Use of Content for any purpose not expressly permitted in this Agreement is prohibited. Any rights not expressly granted herein are reserved. Except as expressly set forth herein, AXLE alone (and its licensors, where applicable) will retain all intellectual property rights relating to the Service. All Content included on the App, Site or Platform is the property of AXLE or its Content suppliers. The compilation of all Content on the App, Site or Platform is the exclusive property of AXLE. This Agreement is not a sale and does not convey any rights of ownership in or related to the Service, any Content or any intellectual property rights.
USER CONTENT User acknowledges and agrees that if User contributes Content to the App, Site or Platform, or provides Content in connection with an activity (“User Content”), AXLE (and its successors and assigns) is hereby granted a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, transferable right to fully exploit and sublicense such User Content (including all related intellectual property rights), for any purpose, and to allow others to do so (including any party that engaged AXLE to manage the Activities). User waives any moral rights to or rights of publicity in the User Content, if any, and any right to attribution that User may have. AXLE reserves the right to remove any User Content from the App, Site or Platform at any time, for any reason(including, but not limited to, upon receipt of claims or allegations from third parties or authorities relating to such User Content), or for no reason at all. User represents and warrants that (i) User has all right, power and authority to contribute all of User’s User Content to AXLE and the App, Site and Platform, and grant the foregoing license and related rights and waivers, (ii) the User Content does not infringe or violate the rights of any third party and/or create a liability for AXLE, its employees, contractors, officers, directors, agents or affiliates, or third parties that engage AXLE to manage the Activities,(iii) the User Content and completion of any Activity will not be in conflict with any obligations User has to any third party, and (iv) neither the User Content, nor the contribution thereof, violates any laws or regulations. When the User provides answers to Activities, the User authorises and directs AXLE to make such copies of your answers as we consider necessary in order to facilitate the publication, display and storage of those answers for content on the Service or for the purposes of our business, including providing reports and content to our clients. Your answers will always be anonymised, so your identity cannot be revealed by your answers.
FEEDBACK User hereby grants AXLE a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, transferable right to fully exploit and sublicense, for any purpose, any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by you or any third party relating to the Service, including all related intellectual property rights(collectively, the “Feedback”). If User chooses to give AXLE Feedback, AXLE may act on the Feedback without any obligation or consideration. Any Feedback provided shall be deemed non-confidential, and AXLE shall be free to use such information on an unrestricted basis. User waives any moral rights to or rights of publicity in the Feedback, if any, and any right to attribution that User may have. You represent that any Feedback you provide to us does not violate the rights of any third party, including copyright, trademark, privacy or other rights. USER HARDSHIP, SAFETY ANDAVOIDING RISKSAXLE may, in its sole discretion, assist User if User suffers a hardship in the furtherance of completing Activities. For instance, such a hardship might include obtaining new equipment, replacing lost or damaged equipment, or compensation for serious bodily injury, personal property damage, lost work, or fines or penalties. To request such assistance, please contact AXLE at contact@axleinternational.org.Safety and full compliance with the law are priorities at AXLE. Users at all times should act in a manner that is safe and responsible for themselves and others, and that does not put the User or any third party at risk of bodily harm or damage to property of any kind. AXLE does not in any way encourage or endorse actions that risk bodily injury, invasion of privacy, or property damage. Users must at all times comply with the law, and shall not trespass, engage in illegal acts, or do anything that is unsafe or puts the User or others at risk of any kind.
USER HARDSHIP, SAFETY AND AVOIDING RISKS AXLE may, in its sole discretion, assist User if User suffers a hardship in the furtherance of completing Activities. For instance, such a hardship might include obtaining new equipment, replacing lost or damaged equipment, or compensation for serious bodily injury, personal property damage, lost work, or fines or penalties. To request such assistance, please contact AXLE at contact@axleinternational.org.Safety and full compliance with the law are priorities at AXLE. Users at all times should act in a manner that is safe and responsible for themselves and others, and that does not put the User or any third party at risk of bodily harm or damage to property of any kind. AXLE does not in any way encourage or endorse actions that risk bodily injury, invasion of privacy, or property damage. Users must at all times comply with the law, and shall not trespass, engage in illegal acts, or do anything that is unsafe or puts the User or others at risk of any kind.
RESTRICTIONS User shall not use the Service or any Content for any purpose that is unlawful or prohibited by this Agreement, or which infringes the rights of AXLE or others. User also agrees not to do any of the following: Access, tamper with, or use non-public areas of the Service or AXLE’s computer systems; Attempt to prove, scan or test the vulnerability of AXLE’s system or network, or breach any security or authentication measures; Attempt to circumvent any technological measures implemented by AXLE to protect the Service or any Content; Attempt to decompile, disassemble or reverse engineer any of the software used by the Service; Violate any applicable national, state, local or international law or regulation; Invade a person’s privacy; Enter into a non-public space or space where individuals have a reasonable expectation of privacy; or Encourage or enable any other party to do any of the items listed above.
REGISTRATION AND SECURITYAs a condition to reviewing or completing any Activities, User is required to create an account on the Site, Platform, or App, provide demographic information , for example, year of birth, and register with AXLE and select a password and username (“AXLE User ID”).Asa condition of using a Platform, User may be required to create an account, including to provide name, year of birth, address and contact information(phone and email), and also required to select a password and AXLE User ID. Users hall provide AXLE with accurate, complete, and updated registration information. Failure to do so shall constitute a breach of this Agreement, which may result in immediate termination of User’s account. User may not (i) select or use as a AXLE User ID a name of another person with the intent to impersonate that person; (ii) use as a AXLE User ID a name subject to any rights of a person other than User without appropriate authorization; or(iii) use another person’s credentials or in any way impersonate another person. AXLE reserves the right to refuse registration of or cancel a AXLE User ID or other registration in its discretion. User shall be responsible for maintaining the confidentiality of User’s AXLE password and other account information. Any User who registers with AXLE from outside the United States agrees not to use the App or otherwise access the Service from within the United States.
INDEMNIFICATION User is responsible for all of User’s activity in connection with the Service. To the extent permitted by law, User shall defend, indemnify, and hold harmless AXLE, its affiliates and each of its, and its affiliates’ employees, contractors, directors, suppliers and representatives from all liabilities, claims, and expenses, including reasonable attorneys’ fees, that were not caused by AXLE’s own negligence or wrongful conduct and that arise from User’s (i) use or misuse of the Service; (ii) access to any part of the Service, or (iii) violation of this Agreement.
WARRANTY DISCLAIMER EXCEPTAS OTHERWISE REQUIRED BY LAW, THE SERVICE (INCLUDING, WITHOUT LIMITATION, THEAPP, SITE, PLATFORM AND ANY SOFTWARE) IS PROVIDED ON AN “AS IS” BASIS, WITHOUTWARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUTLIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULARPURPOSE OR NON-INFRINGEMENT. AXLE MAKES NO WARRANTY THAT (I) THE SERVICEIS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, (II) THE SERVICE WILL BE SECUREOR AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, (III) ANY DEFECTS OR ERRORSWILL BE CORRECTED, OR (IV) THE RESULTS OF USING THE SERVICE WILL MEET USER’SREQUIREMENTS. PARTICULARLY, AXLE MAKES NO WARRANTIES WITH RESPECT TO THEACCURACY OF ANY DATA PRESENTED VIA THE SERVICE. USER’S USE OF THE SERVICEIS SOLELY AT USER’S OWN RISK.THELAWS IN CERTAIN STATES OR COUNTRIES DO NOT ALLOW LIMITATIONS ON IMPLIEDWARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWSAPPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS OR LIMITATIONSMAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.
LIMITATION OF LIABILITY IN NO EVENT SHALL AXLE, ITS OFFICERS, DIRECTORS, OWNERS, EMPLOYEES, AGENTS,VENDORS OR SUPPLIERS BE LIABLE UNDER CONTRACT, TORT, STRICT LIABILITY,NEGLIGENCE OR ANY OTHER LEGAL THEORY WITH RESPECT TO THE SERVICE (OR ANY DATAOR OTHER INFORMATION AVAILABLE THROUGH THE SERVICE): (I) FOR ANY LOST PROFITSOR SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANYKIND WHATSOEVER, EVEN IF FORESEEABLE, (II) FOR ANY BUGS, VIRUSES, TROJANHORSES, OR THE LIKE (REGARDLESS OF THE SOURCE OF ORIGINATION), (III) FOR ANYERRORS OR OMISSIONS IN ANY DATA OR INFORMATION OR FOR ANY LOSS OR DAMAGE OF ANYKIND INCURRED AS A RESULT OF USER’S USE OF ANY DATA OR INFORMATION POSTED,EMAILED, TRANSMITTED OR OTHERWISE MADE AVAILABLE AT OR THROUGH THE SERVICE, OR(IV) FOR ANY DIRECT DAMAGES IN EXCESS OF (IN THE AGGREGATE) $100.00 (U.S. Dollars) (PROVIDED THAT, IF USER HAS PAID FOR A SERVICE OR FEATURE, AND SUCHPAYMENT IS MORE THAN $100.00 (U.S. Dollars) THE LIABILITY CAP SHALL BEINCREASED TO SUCH AMOUNT). In addition, AXLE shall not be liable for any loss or liability resulting, directly or indirectly, from User’s inability to access or otherwise use the Service (including, without limitation, any delays or interruptions due to electronic or mechanical equipment failures, denial of service attacks, date data processing failures, telecommunications or Internet problems or utility failures).THELAWS IN CERTAIN STATES OR COUNTRIES DO NOT ALLOW THE EXCLUSION OR LIMITATION OFINCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS AND EXCLUSIONSMAY NOT APPLY TO YOU. FOR THE AVOIDANCE OF DOUBT, THE LIMITATIONS ANDEXCLUSIONS IN THE PRECEDING PARAGRAPH DO NOT APPLY TO RESIDENTS OF NEW JERSEY.
TERMINATION AXLE may terminate User’s access to all or any part of the Service at any time, with or without cause, effective upon termination of your account (provided that, if AXLE determines there may be an immediate threat to AXLE, it may terminate such access without notice). User may terminate User’s account and registration with AXLE at any time by deleting the App from the User’s devices, stopping use of the Service and contacting AXLE at contact@axleinternational.org. Upon termination, User will no longer access (or attempt to access) the Service. All provisions of this Agreement which by their nature should survive termination shall survive termination, including, without limitation, the dispute resolution, jurisdiction and choice of law provisions (including waiver of trials and class actions), Content ownership provisions, warranty disclaimers and limitations of liability.
DISPUTE RESOLUTION, JURISDICTION AND CHOICE OF LAW This Agreement shall be governed by and construed in accordance with the laws of the state of California, as if made within California between two residents thereof. The parties agree to personal jurisdiction in San Francisco, California. For any matters that are not subject to arbitration, or to compel arbitration or to confirm, modify, vacate or enter judgement on the award of the arbitrator, the parties agree to personal jurisdiction and venue in the state and federal courts located in San Francisco, California. Except as expressly provided herein, any dispute, claim or controversy arising out of or related in any way to this Agreement, the App, Site, Platform or the Services, or marketing thereof, including the determination of the scope or applicability of this agreement to arbitrate and claims that accrued before you entered this Agreement, shall be resolved by arbitration in accordance with the rules and procedures of JAMS, Inc. (“JAMS”) that are in effect at the time the arbitration is commenced. The only claims not covered by arbitration are claims regarding the infringement, protection or validity of your, AXLE’s or AXLE’s licensors’ trade secrets, copyrights, trademark or patent rights. This agreement to arbitrate shall survive termination of this Agreement. The arbitration shall be before a single arbitrator. In any arbitration arising out of or related to this Agreement, the arbitrator may not award any damages contrary to the terms of this Agreement. The arbitrator shall be selected by joint agreement of the parties. In the event the parties cannot agree on an arbitrator within thirty (30) days of the initiating party providing the other party with written notice that it plans to seek arbitration, JAMS will facilitate appointment of an arbitrator pursuant to its rules then in effect. The written decision of the arbitrator shall be final and binding on the parties and enforceable in any court. The arbitration proceeding shall be initiated and take place in San Francisco, California, using the English language, unless otherwise agreed by the parties, and may be conducted virtually. Any arbitration under this Agreement will take place on an individual basis: class arbitrations and class actions are not permitted. YOU UNDERSTAND AND AGREE THAT BY ENTERING INTO THESE TERMS, YOUAND AXLE ARE EACH WAIVING THE RIGHT TO TRIAL BY JURY OR TO PARTICIPATE IN ACLASS OR REPRESENTATIVE ACTION.
MISCELLANEOUS The failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights here under. You hereby acknowledge and agree that you are not an employee, agent, partner or joint venture party with or of AXLE, and you do not have any authority of any kind to bind AXLE in any respect whatsoever. AXLE shall not be liable for any failure to perform its obligations hereunder where such failure results from any cause beyond AXLE’s reasonable control, including, without limitation, mechanical, electronic or communications failure or degradation (including “line-noise” interference). If any provision of this Agreement is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable. This Agreement is not assignable, transferable or sublicensable by User except with AXLE’s prior written consent. AXLE may transfer, assign or delegate this Agreement and its rights and obligations without consent. Except as expressly set forth otherwise herein, both parties agree that this Agreement(as supplemented by the specific terms of any Activity that User undertakes, any AXLE rule, procedures or policies in effect during the term of the Agreement, and the policies and rules of the app platform from which User obtained the App) is the complete agreement of the parties. If there is a conflict between this Agreement and an earlier agreement or policy, then the terms of this Agreement control. All modifications must be in a writing signed by both parties, except as otherwise provided herein. User shall comply at User’s expense with all applicable federal, state and local laws, including income tax laws. This Agreement is void where prohibited by law, and the right to access the Service is revoked in such jurisdictions.
Effective Date: January 1 2024