This Master Services Agreement (“MSA”) governs any Order for Services provided by Axios HQ Inc. (“Supplier”) to the Customer identified in the Order. Supplier and Customer may hereafter be referred to each as a “party” and collectively as the “parties”. This MSA includes the Service-Specific Terms applicable to Supplier’s Software and Consultative Professional Services and Supplier’s Data Processing Addendum, each of which are hereby incorporated by reference. This MSA (including all exhibits, addendums and annexes attached hereto or incorporated by reference) and all Orders hereunder are collectively referred to as the “Agreement”.

Definitions

“Affiliate” means any present or future entity controlling, controlled by, or under common control with, a party to the Agreement, where “control” means ownership of or the right to control greater than 50% of the voting securities of such entity.

“Consultative Professional Services” means the curriculum-style Smart Brevity® writing courses, editorial consulting services, and other similar services purchased under an Order.

“Confidential Information” has the meaning set forth in Section 5 below.

“Customer” means the organization identified as the “Customer” in the Order that will use the Services for its business purposes.

“Customer Data” means all Customer text content, image content, data files, and other data and materials which are created, developed, shared, stored, or processed by or on behalf of Customer in connection with the Agreement. Customer Data includes any Customer Personal Data processed by Supplier.

“Data Processing Addendum” or “DPA” means the addendum to this MSA which governs the processing of Personal Data pursuant to the Agreement.

“Order” means the document(s) by which Customer commits to purchase either Consultative Professional Services or a subscription to the Software. An Order may take the form of a letter of agreement, statement of work, order form, quotation, or other contractual instrument for purchase, provided it is fully executed by the parties.

“Personal Data” has the meaning set forth in the DPA.

“Services” means Software and Consultative Professional Services.

“Service-Specific Terms” means the additional terms and conditions specific to the Software and Consultative Professional Services and attached to this MSA as Exhibit 1 and Exhibit 2 (respectively), each as applicable to the Customer’s Order.

“Software” means the Axios HQ Software as a Service (SaaS) platform for the creation and distribution of email newsletters and other communications (such as memoranda, presentations, and reports), including all underlying software code, processes, algorithms, APIs, user interfaces, know-how, techniques, designs, text, data, video, photos, audio, writing tips, images, and other tangible or intangible materials, information and intellectual property embodied therein.

 

1. SUPPLIER RESPONSIBILITIES

• 1.1 Provision of Services. Supplier shall provide all Services in accordance with the Agreement using a reasonable degree of skill and care based on prevailing industry standards. Additional Supplier responsibilities and obligations specific to the Services are located in the applicable Service-Specific Terms.
• 1.2 Compliance with Applicable Laws. Supplier shall comply with all applicable laws, rules, and regulations related to its performance of the Services for Customer (“Applicable Laws”), including Applicable Laws pertaining to the processing and protection of Personal Data.
• 1.3 Insurance Requirements. Throughout the Term, Supplier shall maintain the following insurance coverage through a reputable insurance provider carrying a financial strength rating of not less than “A-” and in a financial size category of Class VIII or better (each as rated in the most current Best’s Insurance Reports): (i) Workers Compensation and Employer’s Liability Insurance; (ii) Commercial General Liability Insurance, (ii) Cyber Insurance (to include Technology Errors and Omissions, Regulatory Defense, Network and Information Security, Breach Response, and Media Liability) and (iv) Umbrella insurance. Each policy outlined above shall contain limits no less than $1 million per occurrence and $2 million in the aggregate (except for Workers Compensation, limits for which shall not be less than the statutory minimum). For the avoidance of doubt, Supplier’s insurance limits shall not limit or qualify Supplier’s liability as otherwise provided under the Agreement.
• 1.4 Information Security. Supplier shall process all Customer Data in data centers located in the United States. Supplier warrants that it has implemented reasonable, industry standard technical and organizational security measures (“Security Controls”) designed to protect Customer Data from unauthorized access, use, disclosure, loss or destruction, and that it will maintain its Security Controls throughout the Term and thereafter for as long as Supplier retains possession of any Customer Data. Supplier’s Security Controls shall be consistent with industry standard practices in light of the scope and nature of the data and information processed and will include, at minimum: (a) encryption of Customer Data in transit and at rest; (b) least-privileged access policies, and (c) industry-standard efforts to prevent, detect and remove any unauthorized or malicious code or other security threats that could impact the security or integrity Customer Data. Supplier warrants that any sub-processor it engages to process Customer Data is contractually committed to implement and maintain Security Controls no less stringent than those described herein. Additional obligations apply to Customer Personal Data as provided in Section 1.6 below.
• 1.5 Security Incident Response. If Supplier determines, with a reasonable degree of certainty, that its Security Controls (or the Security Controls of a sub-processor processing Customer Data) have been compromised resulting in the improper or authorized access, use, or disclosure of Customer Data (a “Security Incident”), Supplier will notify Customer in writing by email as soon as practicable and without any undue delay. Such notice will include any information related to the Security Incident that is reasonably necessary for Customer to understand and mitigate its risks from the Security Incident. Supplier shall also, at its own expense, promptly investigate any Security Incident and take (or cause its sub-processors to take) all practicable steps to address the causes thereof, as well as any other identified shortcomings in its Security Controls that present a threat of a Security Incident. Additional obligations apply to a Security Incident impacting Customer Personal Data as provided in Section 1.6 below.
• 1.6 Processing of Personal Data. Without limiting the generality of Sections 1.4 and 1.5 above, all Personal Data of Customer processed under the Agreement will be subject to Supplier’s Data Processing Addendum (“DPA”) available at https://editor.axioshq.com/DPA (or such other web domain as may be specified by Supplier from time to time). In the event of a conflict between the terms of this MSA and the terms of the DPA, the DPA will control with regards to the processing of Personal Data.

2. CUSTOMER RESPONSIBILITIES

• 2.1 Compliance with SSTs. Customer shall comply with all Service-Specific Terms applicable to the Services it receives under the Agreement.
• 2.2 Compliance with Laws and Self-Regulatory Guidelines. Customer shall comply with all Applicable Laws in connection with its use of the Services. This may include marketing communications laws such as the CAN-SPAM Act, Section 5(a) of the Federal Trade Commission (FTC) Act, state-level unfair and deceptive acts and practices laws, as well as laws related to the processing and protection of Personal Data. In addition, Customer is solely responsible for its compliance with any industry self-regulatory standards to which it has committed itself.
• 2.3 Customer Data. Customer is solely responsible for (i) determining what Customer Data it uses, supplies or creates in connection with the Agreement, and (ii) ensuring the accuracy, quality, legality, and appropriateness of all such Customer Data. In respect of any Customer Personal Data, the foregoing includes Customer’s responsibility for ensuring it has an appropriate legal basis for processing by Customer and any consents or permissions required for Supplier to process such Personal Data as a subprocessor or service provider in accordance with this Agreement and the DPA. Except as expressly provided in the Agreement, Supplier disclaims all responsibility and liability for the Customer Data. Customer shall ensure that it has all rights, title, licenses, consents, and permissions in and to the Customer Data and that the Customer Data does not (a) infringe upon any third party’s intellectual property, publicity, or privacy rights; (b) violate Applicable Laws; or (c) violate any contractual obligation to which Customer is bound, including obligations of confidentiality to a third party. Customer shall further ensure that Customer Data does not contain material that is obscene, inappropriate, offensive, harmful, libelous or defamatory, or which encourages or incites violence, illegal activity, discrimination, or hate, and does not knowingly contain malicious code such as viruses, worms, timebombs, malware, and spyware.
• 2.4 No Misrepresentation. Customer shall not use the Services to misrepresent itself, commit fraud, impersonate Supplier or any third party, or claim any false endorsement by or association with Supplier, its Affiliates or any third party. If the Customer uses the Services to create and distribute content or other Customer Data related to any regulated industry or topic (such as medical, legal, tax, or financial advice, or the sale or distribution of regulated products and services), Customer is solely responsible for obtaining and maintaining all licenses, certifications, credentialing, expertise, and permits required to provide of such advice, products and/or services.

3. DATA OWNERSHIP AND INTELLECTUAL PROPERTY

• 3.1 Supplier Intellectual Property. Except as expressly provided in the Agreement, Supplier and its licensors retain all rights, titles, and interest in and to the Software, Documentation (defined in Exhibit 1), Consultative Professional Services, and all materials embodied in or incorporated in the foregoing (including images, text, software, code, scripts, graphics, photos, sounds, music, video files, interactive features, logos and trademarks, and other materials, but excluding Customer Data), as well as any derivatives, translations, reformulations or developments derived therefrom (collectively, “Supplier Intellectual Property”). Customer receives only a limited license to access and use Supplier Intellectual Property in connection with its use of the Services in accordance with the requirements and restrictions of the Agreement.
• 3.2 Customer Data. Customer and its licensors retain all rights, titles, and interest in and to the Customer Data and all associated intellectual property rights therein. Supplier receives only a limited license to access, use, and process the Customer Data in accordance with the requirements and restrictions of the Agreement.
• 3.3 AI Use Restriction. Customer may not use, upload, or otherwise provide Supplier Intellectual Property, the Services, or any outputs from the Services to train, fine-tune, or otherwise improve any artificial intelligence or machine learning system or to create derivative models based on Supplier Intellectual Property.
• 3.4 Services-Specific Terms. The Service-Specific Terms attached hereto as Exhibit 1 and Exhibit 2 clarify the scope of the licenses granted by the parties in connection with the Software and Consultative Professional Services (respectively). Such terms will apply and control to the extent of any conflict with this MSA.

4. TERM AND TERMINATION

• 4.1 Term of Agreement. The Agreement is effective as of the date of last signature on the Order between Customer and Supplier (the “Effective Date”). Unless terminated in accordance with this Section 4 or extended by the parties under a written amendment, the Agreement will continue until the termination or expiration of the last Order hereunder.
• 4.2 Termination for Cause. Either party terminate Agreement and/or any Order under the Agreement “for Cause” upon written notice: (a) if the other party has breached the Agreement and has not cured the breach (if curable) within thirty (30) days of receiving written notice thereof from the non-breaching party; (b) immediately in the event of the filing of a petition for bankruptcy or reorganization by or against the other party or the dissolution or liquidation of the other party; or (c) immediately in the event of an Incurable Breach by the other party. An “Incurable Breach” has occurred if: (i) a party breaches the same provision of the Agreement more than once after having previously cured such breach; (ii) the party in breach has already breached and cured under the Agreement twice; or (iii) a party willfully breaches its confidentiality obligations under Section 6 below. Additional Incurable Breaches are specified in the Software’s Service-Specific Terms (to the extent applicable). If the Agreement is terminated by Customer for Cause, Customer shall be entitled to a pro-rated refund of fees paid in advance for any Services undelivered. If the Agreement is terminated by Supplier for Cause, Customer shall remain responsible for all fees under each outstanding Order and will not be entitled to any refunds of fees paid in advance. Such termination rights are in addition to any other rights and remedies available to it under the Agreement or at law.
• 4.3 Termination for Convenience. Either party may terminate the Agreement “for Convenience” at any time and for any reason without penalty upon ten (10) days’ written notice provided that no Orders are then outstanding. Orders “outstanding” includes both Orders currently under performance and fully executed Orders scheduled for future performance. Each Order may be terminated for convenience, in whole or in part, only if and as expressly provided in the Service-Specific Terms applicable to the Services purchased under such Order. This Agreement cannot be terminated for convenience while any Order is outstanding. This provision forms an integral part of the Agreement and is not subject to negotiation.
• 4.4 Effect of Termination. Upon expiration or termination of the Agreement or an Order for any reason, all corresponding rights, obligations, and licenses of the parties shall expire; provided that any rights, licenses, liabilities or obligations which expressly or by their nature are intended to survive termination or expiration shall so survive (including each party’s outstanding payment obligations, each party’s intellectual property rights, the parties’ indemnification obligations, the limitations of liability, and the general terms). At any time within the thirty (30) day period following termination or expiration of the Agreement or Order, Customer may request (and Supplier shall promptly provide) a copy of all Customer Data in Supplier’s possession. Except as expressly provided in the Agreement or required by law, all Customer Data will be permanently deleted thirty (30) days after termination or expiration of the Order associated with such Customer Data.

5. FEES; PAYMENT TERMS; TAXES

• 5.1 Fees. Customers shall pay Supplier the fees for the Services set forth in the Order. Unless otherwise specified in the Order, all fees will be invoiced in full upon Customer’s execution of the Order. All invoices will be in US dollars and must be paid in US dollars.
• 5.2 Payment Terms. Unless otherwise stated in the Order, all invoiced amounts not disputed in good faith are due and payable by Customer within thirty (30) days of invoice receipt by Customer. Upon request by Customer, Supplier shall provide any information and/or documentation reasonably required by Customer’s finance and operations teams to create a vendor profile in Customer’s procurement system and shall submit its invoices through such system. Customer must notify Supplier in writing of any disputed invoice within thirty (30) days of its receipt, such notice to specify the reason for dispute. If such a notice of dispute is not received by Supplier within the thirty (30) day window, the invoice will be deemed correct and properly submitted. Late payments on undisputed amounts will be subject to a service charge equal to the lesser of 1.5% per month or the maximum amount allowed by law. Supplier reserves the right to suspend performance of Services upon written notice if any invoice is more than forty-five (45) days past due. Failure to pay an outstanding invoice more than sixty (60) days after receipt of a past-due notice from Supplier is grounds for immediate termination of the Agreement by Supplier. Supplier may then, without limiting any other rights or remedies available under law or equity, initiate legal action against Customer or engage a collections agency to collect the amounts owed under the Agreement.
• 5.3 Taxes. Fees are exclusive of taxes (including withholding taxes, sales taxes, and value added taxes), fees, duties, or governmental charges imposed by any taxing jurisdiction (“Taxes”). All Taxes, other than taxes on Supplier’s net income and property, are the sole responsibility of Customer. If any Taxes must be deducted from any amounts payable or paid by Customer, Customer shall pay such additional amounts necessary to ensure that Supplier receives a net amount equal to the full fee(s) specified in the Order.

6. CONFIDENTIALITY

• 6.1 Confidential Information. By virtue of the Agreement, each party may receive, orally or in writing, certain proprietary or non-public information regarding the other party or its business which derives value from not being generally known and which the receiving party knows (or reasonably should know based on the contents and circumstances of the disclosure) was disclosed under an expectation of confidentiality (“Confidential Information”). Confidential Information of Customer includes Customer Data. Confidential Information of Supplier includes any non-public or proprietary materials, methods, know-how, and other information embodied in the Services. The terms of the Agreement, including fees in the Order, will be considered Confidential Information of both parties. Confidential Information does not include any information that: (i) was in the receiving party’s possession on a non-confidential basis prior to disclosure by the disclosing party; (ii) was or became publicly known without breach of the Agreement by the receiving party; (iii) was disclosed to the receiving party from a third party without an obligation of confidentiality to the Disclosing Party; or (iv) was independently developed by the receiving party without the use of the Confidential Information. For the avoidance of doubt, the foregoing exclusions do not limit Supplier’s obligations to maintain the confidentiality of Customer Personal Data as set forth in the DPA.
• 6.2 Confidentiality Obligations. Each party shall: (1) protect the Confidential Information of the other party using the same degree of care that it uses to protect its own confidential information of like kind, provided that in no event will it use less than a reasonable standard of care (which, in the case of Supplier, includes the security commitments of the Agreement); (2) not use or disclose the other party’s Confidential Information except as permitted by the Agreement; and (3) promptly notify the other party upon becoming aware of any unauthorized access, use of disclosure of the other party’s Confidential Information.
• 6.3 Permitted Disclosures. A party may disclose the other party’s Confidential Information to its and its Affiliates, directors, officers, employees, agents, subcontractors, subprocessors, and advisors (“Recipients”) solely to the extent necessary to perform its obligations or enforce its rights under the Agreement, provided that the Recipients are bound by obligations of confidentiality not less restrictive than those found in this Agreement, and further provided that each party shall be responsible and liable for its Recipients breach of this Section 6 as it would for its own breach. A party may disclose the other party’s Confidential information if required by law, a regulatory authority, or a court of competent jurisdiction (a “Compelled Disclosure”); provided that the receiving party (i) promptly notifies the disclosing party of the Compelled Disclosure request (where permitted by law) so that the disclosing party can seek a protective order or other protections; (ii) discloses only such Confidential Information as its attorneys advise is required by the Compelled Disclosure; and (iii) undertakes reasonable efforts to obtain confidential treatment for any Confidential Information so disclosed. Finally, a party may disclose the other party’s Confidential Information if expressly permitted in writing by the other party.
• 6.4 Legal and Regulatory Exceptions. If Customer is a government-funded institution, nothing in this Section 6 shall be interpreted as preventing Customer from complying with its disclosure obligation under the Freedom of Information Act or other similar public records laws applicable to the Customer. Similarly, if Customer is subject to sector-specific regulatory requirements for reporting to a governmental agency, nothing in this Section 6 shall be interpreted as preventing a Customer from complying with such reporting obligations. Disclosures made by Customer under these exceptions are not subject to the prior notice requirements for Compelled Disclosure above.
• 6.5 Effect of Termination. Upon termination of the Agreement for any reason, each party shall destroy (or, upon written request of the other party, return) all the other party’s Confidential Information within thirty (30) days. The foregoing shall not require a party to delete any Confidential Information which it is required to maintain under Applicable Law, nor to manually delete automatically generated archival backups that are not generally available to its personnel and that will otherwise be deleted in accordance with reasonable, standard data retention practices. All confidentiality obligations of this Section 6 will continue to apply to any Confidential Information permissibly retained by a party hereunder.
• 6.6 Superseding Terms. If the parties entered into a non-disclosure agreement prior to the Agreement’s Effective Date (an “NDA”) such NDA will continue to apply and control solely with regards to information exchanged prior to or outside the scope of the Agreement. The provisions of this Section 6 will supersede the NDA and exclusively with regards to the Confidential Information exchanged under the Agreement, including Customer Data.

7. WARRANTIES & DISCLAIMERS

• 7.1 General Warranties. Each party warrants that it is duly organized, validly existing, and in good standing, and that it has all rights and licenses necessary to perform its obligations under the Agreement.
• 7.2 Additional Warranties. Each party’s warranties specific to the Software and Consultative Professional Services are located in the applicable Service-Specific Terms.
• 7.3 Disclaimers. EXCEPT AS EXPRESSLY PROVIDED IN THE AGREEMENT, THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITH ALL FAULTS, WHETHER OR NOT IMMEDIATELY APPARENT. TO THE FULLEST EXTENT PERMITTED BY LAW, AND EXCEPT AS EXPRESSLY PROVIDED IN THE AGREEMENT, SUPPLIER HEREBY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, RELATING TO THE SERVICES, INCLUDING WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE, AND WARRANTIES IMPLIED BY USAGE OF TRADE OR CUSTOM OF DEALING.

8. INDEMNIFICATION; LIMITATION OF LIABILITY

• 8.1 Indemnification By Supplier. Supplier shall indemnify, defend and hold harmless Customer and its Affiliates, officers, employees, agents, and partners (collectively Customer’s “Indemnified Parties”) from and against any liabilities, judgments, damages, losses, fees, fines, and costs (including court costs and reasonable attorneys’ fees) arising in connection with any claim, demand, suit, or action brought by a third party (“Claim”) against the Customer Indemnified Parties to the extent alleging that: (1) the Services provided hereunder infringe on a third party’s United States patent, copyright, trademark, or trade secret; or (2) Supplier has violated Applicable Law or the DPA. Supplier’s indemnification obligations will not apply to the extent the Claim arises from Customer’s: (a) alteration or modification of the Services or associated Supplier Intellectual Property (except as expressly authorized by Supplier in writing); (b) use of the Services or associated Supplier Intellectual Property in combination with other non-Supplier materials, products, services, hardware, software or processes (except as permitted by Supplier in writing, including under the Agreement) where such Claim would not have arisen but for the Customer’s use of the non-Supplier materials, products, services, hardware, software or processes; (c) use of the Services or associated Supplier Intellectual Property in violation of the Agreement; or (d) willful misconduct or gross negligence in connection with the Agreement.
• 8.2 Indemnification By Customer. Customer shall indemnify, defend and hold harmless Supplier’s Indemnified Parties from and against any and all Claims to the extent arising in connection with any allegation that: (1) the Customer Data when used by Supplier in accordance with the Agreement infringes, misappropriates, or otherwise violates the intellectual property or other rights of any third party, (2) Customer’s violation of Applicable Law in connection with the Agreement, or (3) Customer’s use of the Services in violation of the terms of the Agreement. Customer’s indemnification obligations will not apply to the extent the Claim results from Supplier’s gross negligence, willful misconduct, or material breach of its obligations under the Agreement. CUSTOMER INDEMNITY OBLIGATIONS DO NOT APPLY TO GOVERNMENT-FUNDED ENTITIES TO THE EXTENT SUCH INDEMNITY IS PROHIBITED UNDER APPLICABLE STATE OR LOCAL LAW.
• 8.3 Indemnification Process. An Indemnified Party must provide the party from whom indemnification is sought (the “Indemnifying Party”) with: (a) prompt notice of any Claim (provided that a delay in giving notice shall not relieve the Indemnifying Party of its obligations under this Section 8 except to the extent it is materially prejudiced by such delay); (b) control over the defense of the Claim, provided that the Indemnified Party reserves the right to participate in the defense with counsel of its choosing at its own expense; and (c) reasonable assistance and cooperation in the defense of the claim (at the Indemnifying Party’s expense). The Indemnifying Party shall have exclusive control of the settlement of the Claim, provided that the Indemnifying Party may not settle a Claim without the prior written consent of the Indemnified Party (not to be unreasonably withheld or delayed) unless such settlement: (i) involves only the payment of monetary damages by the Indemnifying Party; and (ii) includes a full release of responsibility and liability for the Indemnified Party.
• 8.4 Limitations of Liability. EXCEPT FOR CLAIMS FOR INDEMNIFICATION AND THE EXCLUDED CLAIMS DEFINED IN SECTION 8.5 BELOW, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY BASED ON ANY THEORY OF LAW, EQUITY, TORT, CONTRACT OR OTHERWISE, FOR: (A) SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF USE, LOSS OF DATA, SERVICE ERROR OR INTERRUPTION, INACCURACY OR CORRUPTION OF DATA, OR COSTS OF COVER, IN CONNECTION WITH THE AGREEMENT, EVEN IF SUCH PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGE; OR (B) DAMAGES EXCEEDING THE TOTAL AMOUNT OF THE FEES PAYABLE TO SUPPLIER UNDER THE ORDER GIVING RISE TO THE CLAIM IN THE PRECEDING 12 MONTHS (THE “GENERAL CAP”).
• 8.5 Excluded Claims and Supercap. THE LIMITATIONS OF LIABILITY IN 8.4 ABOVE WILL NOT APPLY TO THE EXTENT PROHIBITED UNDER APPLICABLE LAW, NOR TO DAMAGES ARISING FROM A PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT IN CONNECTION WITH THE AGREEMENT (“EXCLUDED CLAIMS”). SUPPLIER’S MAXIMUM AGGREGATE LIABILITY FOR INDEMNIFICATION CLAIMS SHALL NOT EXCEED THREE (3) TIMES THE FEES PAYABLE UNDER THE ORDER GIVING RISE TO THE CLAIM (THE “SUPERCAP”).
• 8.6 Production Demands. The parties may, from time to time, sue third parties, be sued by third parties, have grounds to believe that one or more lawsuits will be filed for or against them, or be the subject of governmental or similar investigations and requests or demands for information (each a “Matter”). If a party is involved in a Matter as a plaintiff, defendant or other named party (in such capacity, the “Matter Participant”) and the other party is requested or required by the Matter Participant or a third party to provide testimony, deposition, or other evidence (to include paper and or digital copies of any information) related to the Agreement or the Services provided hereunder (a “Production Demand”), the other party agrees to reasonably cooperate with the Matter Participant in fulfilling such Production Demand. The Matter Participant shall reimburse the other party for any reasonable expenses and costs incurred by the other party in fulfilling such Production Demand, including without limitation, the cost of the time spent by the other party’s personnel in responding to the request (at a reasonable hourly rate as agreed to by the parties in writing), reasonable legal fees, actual travel expenses, and costs and expenses for any third-party forensic services. The foregoing reimbursement obligations will not apply to the extent the other party is also a named party to the Matter and the Production Demand is relevant to such other party’s participation in the Matter. A party’s reimbursement obligations for a Production Demand do not apply to the General Cap.

9. GENERAL TERMS

• 9.1 Interpretation. Throughout the Agreement, unless expressly stated or context requires otherwise: (a) the terms “including” and “includes” mean “ including (or includes) without limitation”; (b) the phrases “such as” and “for example” are followed by non-inclusive lists and shall be read as “such as [(or for example)], but not limited to”; (c) the term “herein” refers to the Agreement as a whole and not a specific section or provision; and (d) terms appearing in the singular include the plural, and terms appearing in the plural include the singular. The section headings and subheadings used herein are intended solely for convenience of reference and are not to be used in the interpretation of the Agreement.
• 9.2 Notices. All notices to Customer shall be addressed to Customer’s point of contact as set forth in the Order and may be sent by email. Notices to Supplier must be sent to Axios HQ Inc., Attn: Legal Department, 3100 Clarendon Blvd. Suite #1300, Arlington, VA 22201 with a copy to legal@axioshq.com. The parties may designate other addresses for notice from time to time by written notice to the other. All notices under the Agreement shall be in writing and will be deemed duly given: (i) when received, if personally delivered; (ii) the day after being sent, if sent for next day delivery by recognized overnight delivery service; (iii) three (3) days after being sent by certified or registered mail, return receipt requested; and (iv) upon receipt of a non-automated confirmation by the recipient, if sent by email (such confirmation not to be unreasonably withheld or delayed).
• 9.3 Assignment. Either party may assign the Agreement to an Affiliate or in connection with a merger, acquisition, spin off or sale of substantially all of the assets to which the Agreement pertains upon written notice, provided that prior written consent of the non-assigning party is required to assign the Agreement to a direct competitor of the non-assigning party. Except as permitted by the foregoing, neither party may assign the Agreement without the written consent of the other party (not to be unreasonably withheld, conditioned or delayed). All rights and liabilities of the parties hereto will bind and inure to the benefit of their respective successors and assigns.
• 9.4 Publicity. Supplier may reference Customer on Supplier’s website and in Supplier promotional materials, and Customer consents to the limited use of Customer’s trade name, trademark and logo (“Marks”) for such purposes subject to any Customer brand guidelines made available to Supplier. Customer may revoke its consent to this use of its Marks at any time by providing written notice to Supplier (email to the Customer’s designated account manager accepted). Upon receipt of such notice, Supplier will stop using the Customer’s Marks on a going-forward basis and make commercially reasonable efforts to timely remove Customer’s Marks from Supplier’s already published materials (to the extent practicable).
• 9.5 Force Majeure. Neither party will be liable for any failure or delay in its performance under the Agreement resulting from causes beyond its reasonable control, including fire, epidemic, pandemic, flood, earthquake, riot, war, terrorism, labor issues, infrastructure failure, sabotage, acts of God, governmental, civil or military action, Internet service provider failure or delay, denial of service attack, or failures in any telecommunications, network or other service or equipment outside a party’s direct control (a “Force Majeure Event”). The performance of a party affected by a Force Majeure Event shall be extended for the duration of the delay or failure, provided that the affected party must: (i) give the other party prompt written notice of the Force Majeure Event; and (ii) use reasonable efforts to mitigate or correct its failure or delay in performance. If a Force Majeure Event prevents a party’s performance under the Agreement for more than forty-five (45) days, then either party may terminate the Agreement and Customer shall receive a prorated refund of fees paid in advance for Services not provided. For the avoidance of doubt, adverse financial conditions that make a party’s performance of its obligations difficult are not considered a Force Majeure Event. Further, A Force Majeure Event impacting Customer will not limit Customer’s payment obligations for Software access if the Software remains generally accessible (by way of example, if the Customer’s offices are destroyed in a fire but the Software is still available to Customer personnel working from home).
• 9.6 Independent Contractors. The parties to the Agreement are independent contractors, and nothing contained in the Agreement will be construed as creating a partnership, joint venture, co-ownership, or other joint undertaking.
• 9.7 No Third-Party Beneficiaries. There are no third-party beneficiaries under the Agreement except where expressly stated in the Order.
• 9.8 Subcontractors. Supplier may use the services of subcontractors and sub-processors and permit them to exercise the rights granted to Supplier in order to provide the Services under the Agreement, provided that Supplier remains responsible for the overall performance of the Agreement and for the compliance of any such subcontractor with the terms of the Agreement. The use of sub-processors to process Customer Personal Data is subject to the requirements of the DPA.
• 9.9 Governing Law and Jurisdiction. The Agreement shall be governed by the laws of the State of Virginia without regard to conflict of law principles. Any dispute arising out of the Agreement shall be brought before the federal or state courts of competent jurisdiction located in Alexandria, Virginia, and each party expressly consents to the personal jurisdiction of such courts and waives any objection to venue. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to the Agreement. Each party hereby irrevocably waives any and all rights to a trial by jury in any legal proceeding arising in connection with the Agreement. THE FOREGOING WAIVER OF RIGHTS TO A JURY TRIAL DOES NOT APPLY WHERE PROHIBITED BY ANY FEDERAL, STATE OR LOCAL LAW, RULE OR REGULATION APPLICABLE TO THE CUSTOMER.
• 9.10 Equitable Remedies. Either party may seek equitable relief from any court of competent jurisdiction (without the necessity of notice, negotiation, or posting of any bond) to restrain or prevent: (a) a breach or threatened breach of confidentiality; (b) an infringement of their intellectual property rights by the other party; or (c) a serious threat of injury to itself or a third party.
• 9.11 Dispute Resolution. Except as provided in Section 9.10 above, in the event of a dispute between the parties related to this Agreement, the parties agree to negotiate any dispute arising under the Agreement in good faith for at least thirty (30) days prior to filing a claim in court. Each party agrees to use commercially reasonable efforts to minimize any damages that may be incurred as a result of the other party’s actual or alleged breach of the Agreement. The prevailing party in any action to enforce the Agreement will be entitled to recover its attorneys’ fees and court costs in addition to any damages awarded. Except as otherwise expressly provided in the Agreement, each right and remedy in the Agreement is in addition to any other right or remedy, at law or in equity. Except with regards to claims for indemnification, intellectual property infringement, or breach of confidentiality, all claims under the Agreement must be brought within twenty-four (24) months of the occurrence or reasonable discovery of the events giving rise to the claim.
• 9.12 Waiver. The failure of either party to enforce its rights under the Agreement at any time or for any period will not be construed as a waiver of such rights, and the exercise of one right or remedy will not be deemed a waiver of any other right or remedy. Any waivers must be made in writing and signed by the party whose rights are being waived.
• 9.13 Severability. If any provision of the Agreement is held by a court of competent jurisdiction to be unenforceable, the unenforceable provision shall be modified to reflect its original intent and economic effect. If such modification is not possible, the provision will be struck. In either instance, the remainder of the Agreement shall remain unmodified and in full force and effect.
• 9.14 Entire Agreement. The Agreement constitutes the entire understanding between the parties related to the Services and supersedes all prior discussions, representations, understandings, and agreements between the parties with respect to the subject matter herein. In the event of a conflict between the terms of the MSA and the terms of an Order, the terms of the MSA shall prevail unless the Order specifically references the provision of the Agreement to be superseded, in which case the provision in the Order will be binding and the conflicting provision in the MSA will be deemed modified solely to the extent necessary to eliminate the conflict. ANY ADDITIONAL OR INCONSISTENT TERMS INCLUDED IN ANY PURCHASE ORDER DOCUMENT, CONFIRMATION FORM, OR SIMILAR DOCUMENT ISSUED BY CUSTOMER IN CONNECTION WITH ITS PROCUREMENT PROCESS SHALL HAVE NO EFFECT UNDER THE AGREEMENT. Supplier reserves the right to change the terms of the Agreement from time to time by posting an updated version online and/or in the Software’s interface. If the updates to the Agreement represent a material change to the parties’ obligations or potential liabilities, Supplier will provide additional notice of the update to Customer via email or an alert within the Software interface. Changes to the Agreements take effect when posted. Continued use of the Software beyond thirty (30) days of a change becoming effective indicates Customer’s acknowledgement of and agreement to be bound by such change. If Customer reasonably objects to any change to the Agreement terms, Customer must provide Supplier with written notice of such objection within thirty (30) days of the change becoming effective and must negotiate in good faith to modify the Agreement to address Customer’s objection. If, following at least thirty (30) days of good faith negotiation, the parties cannot agree on modifications to the revised Agreement that addresses the Customer’s objection, Supplier may, in its sole discretion, (a) agree to allow the previous version of the Agreement to continue to govern all Customer Orders then outstanding; or (b) terminate the Agreement and provide Customer with a pro-rata refund of any fees paid in advance for Services not provided. The foregoing represents the exclusive remedies available to Customer in connection with a change to this Agreement by Supplier in accordance with this Section 9.14. Except with regards to the foregoing, no modification, amendment, or waiver of any provision of the Agreement shall be effective unless in writing and signed by the parties.

 

[SERVICE-SPECIFIC TERMS EXHIBITS TO FOLLOW]

 

---

---

These Service-Specific Terms for Axios HQ Consultative Professional Services (“Services Terms”) are incorporated into the MSA as if fully set forth therein. All capitalized terms used and not defined in the Services Terms have the meaning set forth in the MSA. These Services Terms apply and form a critical part of the Agreement whenever Customer accesses Supplier’s Consultative Professional Services. These Services Terms do not apply if the Customer is exclusively purchasing a Software license.

 

1. GENERAL PROFESSIONAL SERVICE TERMS

• 1.1 Quality Warranty. Supplier warrants that all Consultative Professional Services will be performed in a professional and workmanlike manner in accordance with industry standards. Customer’s exclusive remedy for a breach of the foregoing warranty shall be for Supplier to reperform the non-conforming Consultative Professional Services. If reperformance does not correct the non-conformity, Customer’s exclusive remedy for the breach of quality warranty will be to terminate the portion of the Order pertaining to the non-conforming Professional Service and receive a refund of any associated fees.

• 1.2 Assignment of Supplier Personnel. Supplier warrants that all Supplier Personnel will be appropriately trained and qualified to deliver the Consultative Professional Services. “Supplier Personnel” means the Supplier’s employees or contractors who perform the Consultative Professional Services for Customer. Supplier reserves the right, in its discretion, to substitute any Supplier Personnel with another similarly qualified member of Supplier’s staff without prior notice to, or consent from, Customer. If Customer, acting reasonably and in good faith, becomes dissatisfied with any assigned Supplier Personnel, Customer must notify Supplier of its complaint in writing (email accepted), and Supplier and Customer shall work together in good faith to resolve the complaint within thirty (30) days of such notice (which may include replacement of the Supplier Personnel).

• 1.3 Customer Cooperation. Customers must provide reasonable cooperation to Supplier in its performance of the Consultative Professional Services. Such cooperation shall include: (a) responding promptly to any reasonable requests from Supplier for instructions, information, materials, or approvals in connection with the provision of the Consultative Professional Services; and (b) providing Supplier with access to any Customer Personnel, facilities, materials, or resources that are necessary for Supplier to perform the Consultative Professional Services. Supplier is not responsible for any delay in performance to the extent resulting from Customer’s failure to reasonably cooperate with Supplier. “Customer Personnel” means the Customer’s employees, contractors, agents or consultants who receive the Consultative Professional Services from Supplier.

• 1.4 Scheduling and Performance Period. Where the performance dates for Consultative Professional Services are not included in the Order, the parties must mutually agree to the performance dates in writing (email accepted) as soon as possible, and in any event within three (3) months of the Order’s Effective Date (the “Scheduling Deadline”). All Services must be scheduled for performance and fully delivered within twelve (12) months of the Order’s Effective Date (the “Performance Deadline”).

• 1.5 Location of Performance. Unless otherwise expressly provided in the Order or agreed to by the parties in writing, all Consultative Professional Services will be delivered virtually. Where requested by Customer and agreed to by Supplier, Consultative Professional Services may be provided on-site at Customer’s offices or facilities, Supplier’s offices, or a third-party venue such as a hotel or conference center (“On-Site”). If Customer requires On-Site Consultative Professional Services, Customer shall reimburse Supplier for all reasonable travel costs and expenses actually incurred by Supplier in connection with performance of the On-Site Consultative Professional Services (“Expenses”). All Expenses must be pre-approved by Customer in writing (email accepted, such approval not to be unreasonably withheld, conditioned or delayed). Where applicable, Supplier agrees to follow all of Customer’s formal expense policies and guidelines related to filing of Expenses which Customer makes available to Supplier.

• 1.6 On-Site Services. A party which hosts On-Site Consultative Professional Services at its offices, facilities or a third-party venue it secured for the purposes (the “Host”) shall undertake all reasonable efforts to protect the health and safety of the other party’s personnel (“Guests”) while they are On-Site. Each Guest shall comply with the Host’s safety and security policies and visitor guidelines (if provided), and all other reasonable Host instructions while On-Site. In addition to the indemnification obligations provided elsewhere in the MSA, each party (as Indemnifying Party) agrees to indemnify, defend and hold the other party and its Indemnified Parties harmless from all claims for property damage, personal injury or wrongful death brought in connection with performance of On-Site Consultative Professional Services to the extent alleging the negligence or willful misconduct of the Indemnifying Party.

• 1.7 Termination for Convenience by Customer. Consultative Professional Services may not be terminated by Customer for Convenience except if and as expressly permitted in the Order. If the Order allows Customer to terminate any Consultative Professional Services for Convenience, Customer must notify Supplier in writing of its intent to terminate the Consultative Professional Services, and such termination will take effect at the end of the notice period set forth in the Order. Customer will remain responsible for all fees for Consultative Professional Services delivered or scheduled for delivery prior to the termination effective date, plus any non-refundable Expenses actually incurred by Supplier prior to the termination effective date. Any other amounts paid by Customer in advance for Consultative Professional Services not delivered will be refunded within forty-five (45) days.

• 1.8 Termination for Convenience by Supplier. Supplier reserves the right to terminate performance of any Consultative Professional Services under any Order effective immediately upon written notice to Customer (email accepted). Customer’s sole remedy for such termination by Supplier shall be to receive a full refund of all fees and Expenses paid in advance for Consultative Professional Services not delivered, such refund to be issued within forty-five (45) days of the termination effective date.

• 1.9 Non-Solicitation. In acknowledgement of Supplier’s significant investment in training Supplier Personnel in the effective use of Smart Brevity^®, Customer agrees that during the term of the Order and for one (1) year thereafter, Customer shall not knowingly (or acting with deliberate ignorance) solicit for employment, employ, or engage as a contractor any Supplier Personnel who performed Consultative Professional Services under the Order. For the avoidance of doubt the term “solicit” does not include general job postings not targeted at Supplier Personnel.
  

 

2. Consultative Professional Services: SMART BREVITY ® TRAINING

• 2.1 Training. Where specified in the Order, Supplier will provide Customer and Customer Personnel training on how to write more effectively by using Smart Brevity® (“Training(s)”). Trainings may include: (i) Smart Brevity Fundamentals Seminars on the general concepts and application of Smart Brevity (1 hour each / up to 100 participants); (ii) Smart Brevity Bootcamps on leveraging the Software to apply Smart Brevity principles (1 hour each / up to 100 participants); (iii) Smart Brevity Workshops on the application of Smart Brevity customized to Customer’s specific projects (2.5 hours each / up to 14 participants); and (iv) Expert Voices Sessions on the organizational benefits of Smart Brevity from an executive perspective. Other specialized or custom Training Consultative Professional Services may be provided upon written agreement of the parties.

• 2.2 Scheduling and Rescheduling. The following provisions govern the scheduling, rescheduling, and cancellation of all Trainings provided under this Exhibit.

  • a) Scheduling. Each party will use all reasonable, good faith efforts to hold the Training(s) on the dates specified in the applicable Order. If specific Training dates are not identified in the Order, the parties will mutually agree on dates in writing (email accepted) in accordance with Section 1.4 of this Exhibit. A Training will be deemed “booked” on the date the applicable Order or Letter of Authorization (“LOA”) is fully executed by both parties, and the training date is confirmed in writing by both parties (email accepted)

  • b) Short-Notice Bookings for In-Person Trainings. For any in-person Training booked less than twenty-one (21) calendar days prior to the scheduled delivery date, the fees for that Training will automatically increase by fifteen percent (15%) to cover short-notice travel and logistical costs. This surcharge applies based on the original booking date and does not affect a party’s rescheduling rights under the Rescheduling Window in Section 2.2(c). The surcharge will be reflected on the applicable invoice or Order for that Training.

  • c) Rescheduling Window For In-Person Trainings. Either party may reschedule a scheduled in-person Training session one (1) time at any time until twenty-one (21) calendar days before the agreed-upon performance date (the “Rescheduling Window”). A party seeking to reschedule within the Rescheduling Window must make a written request to the other party (email accepted). Upon receipt of such request, the parties shall cooperate in good faith to identify a new, mutually acceptable date within the Performance Period to hold the Training.

  • d) Rescheduling and Cancellations for In-Person Trainings (After the Rescheduling Window). Neither party may cancel or reschedule an in-person Training after the Rescheduling Window closes, except (i) in the event of a Force Majeure Event, or (ii) with the written consent of the other party (email accepted), to be granted in its sole discretion. Any permitted rescheduling under this Section must occur within the Performance Period defined in Section 1.4.

  • e) Rescheduling for Virtual Trainings. Each party may reschedule a virtual Training session one (1) time, provided that written notice (email accepted) of the rescheduling request is received by the other party no later than forty-eight (48) hours before the scheduled start time. After that period, rescheduling or cancellation is not permitted except in the event of a Force Majeure Event or with the other party’s written consent (email accepted), to be granted in its sole discretion.

  • f) Failure to Attend. If the Customer fails to attend a scheduled Training without providing notice in accordance with this Section, the Training will be deemed delivered for purposes of invoicing and completion, unless the failure to attend results from a Force Majeure Event.

• 2.3 Delivery and Acceptance. Training Consultative Professional Services are considered fully delivered upon the completion of the training and fully accepted by Customer if the Customer does not provide notice of a breach of the quality warranty in Section 1.1 above within two (2) business days of delivery.

• 2.4 Forfeiture. Supplier may, in its sole discretion, consider a Training to be “forfeited” by Customer if Customer: (i) fails to schedule the Training by the Scheduling Date; (ii) requests a rescheduling after the Rescheduling Window closes; (iii) requests to reschedule the same Training more than once (except as the result of a Force Majeure Event); or (iv) fails to hold the Training during the Performance Period (unless such failure is solely attributable to Supplier’s acts or omissions or is the result of a Force Majeure Event). Customer will remain responsible for all fees payable in connection with any forfeited Training and will not be entitled to any refund of fees paid in advance.

• 2.5 Ownership of Training Materials. Training Materials and all materials, knowledge, know-how, methods, and information contained or embodied therein are considered Supplier Intellectual Property and are made available to Customer only under the limited licenses provided in Section 2 of these Services Terms. “Training Materials” means the Training presentation itself, as well as any guidance documents, instructions, slide decks or other materials about Smart Brevity ® used by Supplier or supplied to Customer in connection with the Training.

• 2.6 Recordings. Supplier does not allow Trainings to be recorded. If Supplier consents in writing to allow a Training to be recorded, such recording will be considered part of the Training Materials.

• 2.7 Customized Training Materials. Where indicated in the Order, the Training may involve Supplier applying Smart Brevity® methodologies to Customer-supplied content or materials to create customized tutorials, slide decks, and other tailored Training Materials (the resulting new materials, “Customized Training Materials”). Supplier will own all intellectual property rights in and to the Customized Training Materials subject to Customer’s intellectual property rights in the Customer-supplied content or materials used for customization. Customized Training Materials are considered the Confidential Information of both Customer and Supplier: Supplier may use the Customized Training Materials solely in connection with providing the Training to Customer, and Customers may use the Customized Training Materials solely in accordance with the Training Materials licenses herein.

• 2.8 Training Materials License. As a courtesy, where requested by Customer or included in the Order, and subject to the restrictions below, Customer receives a limited, non-transferrable, non-sublicensable, fully-paid license to use the Training Materials internally to Customer’s organization for one (1) year following the date of delivery of the associated Training. Under no circumstances shall Customer make (or allow any third party to make) the Training Materials available to third parties who are not Customer Personnel. THIS IS NOT AN ENTERPRISE LICENSE. Training Materials are licensed to Customers for use only by the Customer Personnel who attended the associated Training (the “Training Participants”). Customer may not share Training Materials with any business units, internal groups, or personnel who were not Training Participants; except that Training Materials may be provided to Customer Personnel who (a) who were scheduled to be Training Participants but did not attend the associated Training due to extenuating circumstances; or (b) join a department or group which received the associated Training within the preceding six (6) months and requires use of the Training Materials to effectively onboard. Apart from these two exceptions, any use of Training Materials by non-Training Participants within Customer’s organization will require a separate licensing agreement. Training materials are considered fully delivered and accepted when transmitted by Supplier electronically to the Customer.

3. EDITORIAL CONSULTING SERVICES

• 3.1 Editorial Consulting. Where specified in the Order, Supplier will provide Customer and Customer Personnel with Consultative Professional Services in the form of editorial consulting support (“Editorial Consulting”). Editorial Consulting consists of Communication planning and strategy support, Smart Brevity® style guidance, advice on voice, tone, visuals and “content mix”, audience targeting, and engagement analysis for Customer-authored Communications. Editorial Consulting does not include writing Communications on behalf of Customer, and Supplier does not become responsible or liable for any Communication by virtue of performing Editorial Consulting Consultative Professional Services except to the extent that such Editorial Consulting has materially altered the substance of the Communication.

• 3.2 The Engagement. Editorial Consulting is purchased in packages of four (4) or more weeks of support for one (1) or more Communications as specified in the Order (each an “Engagement”). Engagements are collaborative, and the parties will work together at the beginning of the Engagement to finalize any material performance details not already included in the Order, such as start dates, end dates, major milestones, and timeline expectations for each party’s delivery of materials, feedback, edits and approvals (the “Engagement Plan”). Once the Engagement Plan is finalized and mutually agreed to by the parties (email accepted), it may not be revised by either party without the other party’s written consent (email accepted, to be granted at the other party’s sole discretion). Supplier is not responsible or liable for any delays caused by Customer’s failure to provide its materials, feedback or approvals in accordance with the Engagement Plan.

• 3.3 Change Orders. Fees for the Editorial Consulting set forth in the Order is based on the scope of the Engagement, including the number and cadence of Communications to be supported. If Customer’s Editorial Consulting support needs materially exceed what is contemplated in the Order and Engagement Plan (e.g. Customer makes regular requests for after-hours support, additional rounds of edits, or last-minute/rush revisions of previously approved drafts), Supplier reserves the right to require a Change Order reflecting additional fees proportionate to the expanded scope of the Engagement and suspend its performance until the Change Order is executed.

• 3.4 Software Access. Editorial Consulting may include access to the Software for faster and more efficient drafting and collaboration. Any access or use of the Software by Customer and Customer Personnel will be subject to the applicable provisions of the Software Services Specific Terms in Exhibit 1.

• 3.5 Rights in Resulting Communications. All Communications and associated materials created, revised or otherwise utilized in the Editorial Consulting process are owned exclusively by Customer. To the extent Supplier acquires any intellectual property rights in or to the Customer Data by virtue of the Editorial Consulting Consultative Professional Services, Supplier hereby forever assigns to Customer all rights, title, and interest in and to such Customer Data as a work made for hire under US copyright law. Supplier agrees to reasonably cooperate with Customer in any efforts to perfect Customer’s ownership of such Customer Data upon request. If any rights obtained by supplier in connection with Editorial Consulting Consultative Professional Services are not assignable under law, Supplier hereby grants Customer an irrevocable, perpetual, royalty free, fully transferable and sublicensable, worldwide right and license to the Supplier intellectual property embodied in the Customer Data resulting from the Engagement. Supplier hereby forever waives any claim(s) it may have against the Customer now or in the future relating to ownership of or moral rights in and to the Customer Data created during the Engagement, and agrees to indemnify the Customer Indemnified Parties against any claims brought by Supplier Personnel to the extent alleging ownership rights or moral rights in the same.
  

   

4. OTHER Consultative Professional Services

• 4.1 Other Consultative Professional Services. Supplier may, from time to time, agree to provide additional Consultative Professional Services if and as specified in the applicable Order or a separate written agreement by the parties. Supplier reserves the right to impose additional terms and conditions on such other Consultative Professional Services, and such terms shall be incorporated into the Agreement in full and will control to the extent of any conflict with any other provision of the MSA or these Services Terms.
  
  

[END OF EXHIBIT 2]

---

Contact Us

Axios HQ Inc. 

Attention:  Legal Department
Mailing Address:  3100 Clarendon Blvd. Suite 1300, Arlington VA 22201

Email:  legal@axioshq.com
Phone: (202) 240-2377