Axon Vibe - Terms & Conditions
These terms and conditions are a legal agreement (this “Agreement”)
between you ( “You” or “Your” or “User”) and Axon Vibe
Inc. (“Axon Vibe”, “we” or “us”)
under which You shall access and use the
services and features (collectively,
the “Services”) available on or through Axon Vibe’s ”SmartAlarms”
or similar location-based functionality or application (the “Functionality”). The Functionality is a free, optional add-on
for users of the Metropolitan Transportation Authority’s (“MTA”) on-line
transportation application ("MTA App") through which You are provided
with the opportunity to access and use our Functionality. Axon Vibe is not affiliated with MTA. Axon Vibe is not responsible for the MTA App
and MTA is not responsible for the Functionality provided under this
The date You first agree to or accept this Agreement, or that You
otherwise first access and use the Functionality following the date this
Agreement is first made available to You, is referred to herein as the “Effective
We may revise this Agreement
at any point, at which point there will be a notice of the revision through the
Functionality. By continuing to use the Functionality or other Services after
such notice, You are unconditionally agreeing to the then
current version of the Agreement.
While the Services may
identify transportation service alternatives and rewards based on Your usage of
the MTA App, Axon Vibe does not provide any transportation services or any of
the products or services which are the subject of discounts and special offers
for certain third-party products and services (“Rewards”) which third parties
offer to You through our Services. When You
are using or accessing any third-party products or services in connection with
the Services, Your access to and use of such third-party
the applicable third party. Axon Vibe is not responsible for any such third-party
products or services.
BEFORE YOU CLICK ON THE “I ACCEPT” BUTTON OR AUTHORIZE OR USE THE SERVICES,
CAREFULLY READ THIS AGREEMENT. BY CLICKING ON THE “I ACCEPT” BUTTON OR BY AUTHORIZING
OR USING THE FUNCTIONALITY OR THE SERVICES, YOU ARE AGREEING TO BE BOUND BY
THIS AGREEMENT. IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT OR YOU DO NOT WISH TO BE LEGALLY BOUND
BY THESE TERMS AND CONDITIONS, THEN DO NOT CLICK “I ACCEPT” OR AUTHORIZE
THE FUNCTIONALITY OR SERVICES. IN SUCH CASES, YOU WILL NOT BE PERMITTED TO
ACCESS AND/OR USE THE FUNCTIONALITY OR SERVICES.
THIS AGREEMENT CONTAINS A PROVISION TO ARBITRATE, WHICH REQUIRES THAT YOU AND
AXON VIBE ARBITRATE CERTAIN CLAIMS BY BINDING, INDIVIDUAL ARBITRATION INSTEAD
OF GOING TO COURT AND LIMITS CLASS ACTION CLAIMS, AS DESCRIBED IN THE
ARBITRATION SECTION BELOW UNLESS YOU OPT-OUT AS PROVIDED IN SUCH AGREEMENT TO ARBITRATE
(SEE SECTION 8, “AGREEMENT TO ARBITRATE AND WAIVER OF CLASS ACTION”).
Authorizing the Functionality and Permissions for Collection of Data
You may incur charges from Your telecommunications
provider by using the Functionality.
You may authorize the
Functionality in connection with your use of the MTA App on Your device. In
connection with Your installation and use of the MTA App, You may opt-in to authorize
the Functionality and permit Axon Vibe to collect information through Your device regarding Your location and movement
Location Information”). If You
opt-in to this feature, push messages will
be automatically sent to You in connection with Your use of the Services and
based on the Precise Location Information. You may ask Axon Vibe to
delete Your Information at any time through the Functionality, and in such
event Your Information and other content received by the Functionality will be
deleted within thirty (30) days. Nothing herein will terminate Your use of the
MTA App or MTA’s storage of Your information in connection with the MTA App;
any such termination or removal of Your information is subject to any separate
agreement between You and MTA.
In order to utilize the Functionality,
You will need to opt-in using the MTA App, in which
event MTA will provide to us a token identifier which does not specifically
identify You. Your use of the Functionality will result in the provision of
Your Precise Location Information to us (collectively, “Your Information”).
See more about the Information
we collect about You in the “Privacy Statement”.
You are solely
responsible for any access to or use of the Functionality or any of the
Services through Your device.
Processing and Use of Data
As between You and Axon
Vibe, You are the sole and exclusive owner of Your
Information. You represent, warrant and
covenant that You will only provide Your Information which You have the right
to provide to Axon Vibe for the purposes of this Agreement. You hereby
authorize Axon Vibe to use Your Information for the purposes of Your use of the
Functionality and related Services, including, without limitation, in order to analyse Your Information to provide You with
suggestions and more comprehensive and useful Services through the Services in
connection with Your travels. You further authorize Axon Vibe to create
aggregated data reflecting Your use of the Services and third-party use of our
Services (“Aggregate Data”), which Aggregate Data shall be the property of Axon
See more about the use
of information that we collect about You in the “Privacy Statement”.
The transmission of data
between Axon Vibe and
Your device shall take place wirelessly via public communications networks. Axon Vibe implements technical and organizational security
measures intended to protect the processed data, the Functionality and Your
Information from loss, failure, unauthorised access and
The data used by the Functionality shall
be processed and stored by Axon
Vibe. You agree that the data collected from Your device and
resulting rewards offered to you be stored at a data center
in the United States. Treatment of data shared with third parties
You shall not breach any of the security
measures in place on the Functionality or try to access, or interfere with,
non-public portions of the Functionality.
You shall not use the Services for any
unlawful or malicious activity. You are responsible for any activities that
occur under Your account.
The Functionality and all information, text, images,
audio, video, data, links, software or other material that
is not posted, uploaded or otherwise provided by You (“Axon Vibe Content”)
is the property of Axon Vibe or its licensors. Axon Vibe Content is protected
by copyright, trademark, patent, trade secret and other rights of Axon Vibe and
its licensors. You grant Axon Vibe the non-exclusive, perpetual, royalty-free
right to use Your Information in connection with the improvement of the Services
and our related Axon Vibe Content and to exploit such Services and other Axon
Vibe Content without limitation, subject to the terms of our Privacy Statement.
Axon Vibe hereby grants You a non-transferable,
non-sublicensable, non-exclusive, revocable and
limited right to access and use the Functionality and Axon Vibe Content solely
for Your use of the Functionality and the Services, subject to this Agreement, in compliance with all laws and regulations that
apply to You. By way of non-limiting example, You shall not resell or use the Functionality
to provide services to any third party, You shall not reproduce or transmit any
Axon Vibe Content in any form or by any means, You may not modify, alter, or
prepare derivative works based on the Axon Vibe Content, You shall not distribute
copies of or publicly distribute, perform or display the Axon Vibe Content and You
shall not remove copyright, trademark or other proprietary notices from the Axon
Vibe Content. This grant of rights is for the sole purpose of
enjoying the Functionality and the Services and are revocable at any time by
Axon Vibe or its licensors in their sole and absolute discretion.
YOU ACKNOWLEDGE AND AGREE THAT THE FUNCTIONALITY, RELATED SERVICES AND
ANY REWARDS ARE PROVIDED TO YOU “AS IS,” “WHERE IS,” “AS AVAILABLE” AND “WITH
ALL FAULTS,” AND THAT, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, AXON
VIBE, ITS AFFILIATES, AND THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AND
AGENTS HEREBY DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, WITH REGARD TO THE FUNCTIONALITY
AND SERVICES, INCLUDING ANY IMPLIED WARRANTIES OF NON-INFRINGEMENT,
MERCHANTABILITY AND FITNESS FOR PURPOSE. YOU ACKNOWLEDGE AND AGREE THAT THE
INFORMATION, SOFTWARE, PRODUCTS AND SERVICES CONTAINED IN OR AVAILABLE THROUGH
THE SERVICES, MAY INCLUDE INACCURACIES OR ERRORS. YOU FURTHER ACKNOWLEDGE AND
AGREE THAT YOU, AND NOT AXON VIBE, ARE RESPONSIBLE FOR EVALUATING THE ACCURACY,
RELIABILITY, COMPLETENESS AND USEFULNESS OF ANY INFORMATION OR SUGGESTIONS
OBTAINED THROUGH THE USE OF THE SERVICES. AXON VIBE MAKES NO, AND HEREBY
DISCLAIMS ALL, REPRESENTATIONS OR WARRANTIES REGARDING THE SUITABILITY,
RELIABILITY, AVAILABILITY, TIMELINESS, QUALITY OR LACK OF VIRUSES OR OTHER
HARMFUL COMPONENTS OF THE SERVICES, OR THE ACCURACY OF SUCH INFORMATION.
IN NO EVENT SHALL AXON VIBE, ITS AFFILIATES, OR
THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, OR AGENTS BE LIABLE FOR ANY
DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES
WHATSOEVER, INCLUDING DAMAGES FOR LOST PROFITS, LOSS OF USE OR DATA, ANY DAMAGE
TO OR CORRUPTION OF DATA (WHETHER DIRECT OR INDIRECT) OR COSTS OF COVER,
ARISING OUT OF OR IN ANY WAY CONNECTED WITH THESE TERMS OR THE SERVICES,
WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR ANY OTHER
LEGAL THEORY, TO THE EXTENT PERMITTED BY APPLICABLE LAW, EVEN IF AXON VIBE HAS
BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IF YOU ARE DISSATISFIED WITH
ANY PORTION OF THE SERVICES, YOUR SOLE AND EXCLUSIVE REMEDY IS TO TERMINATE
THIS AGREEMENT AND DISCONTINUE USING THE SERVICES.
YOU AGREE THAT AXON VIBE SHALL NOT BE LIABLE FOR ANY
FAILURE OF CORRECTNESS, CURRENCY AND COMPLETENESS OF THE INFORMATION PROVIDED
TO THE USER, FOR ANY LOSS OF YOUR DATA OR FOR ANY THIRD PARTY’S REWARDS,
PRODUCTS OR SERVICES.
IN THE EVENT THAT, NOTWITHSTANDING THE FOREGOING
EXCLUSIONS OF LIABILITY, AXON VIBE, ANY OF ITS AFFILIATES, OR ANY OF THEIR
RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, OR AGENTS IS LIABLE TO YOU FOR ANY
AMOUNTS UNDER THIS AGREEMENT UNDER ANY THEORY OF RECOVERY, WHETHER BASED ON
CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, AXON VIBE’S (AND SUCH
AFFILIATES', DIRECTOR'S, OFFICER'S, EMPLOYEE'S, OR AGENT'S, AS APPLICABLE)
TOTAL LIABILITY UNDER THIS AGREEMENT OR OTHERWISE IN CONNECTION WITH THE SERVICES
SHALL NOT EXCEED ONE DOLLAR ($1.00), EXCEPT TO THE EXTENT SUCH LIMITATION IS
NOT PERMITTED BY APPLICABLE LAW.
By accepting these terms and using the Functionality
or other portions of the Services, You agree to indemnify and hold harmless Axon
Vibe, and its affiliates, officers, directors, employees and agents from and
against any and all claims, damages, obligations, losses, liabilities, costs or
debt and expenses arising from Your Information, Your use of and access to the Functionality
or related Services, Your violation of this Agreement, Your violation of any
third-party rights, including, but not limited to, copyright, property right or
privacy right, or any claim that content submitted by You causes damage to a
third party. To the extent permitted under applicable laws, You
hereby release Axon Vibe and its affiliates, officers, directors, employees and
agents from any and all claims or liability related to the Services.
to arbitrate and waiver of class action
Except for disputes relating to Your or Axon Vibe’s
intellectual property (such as trademarks, trade dress, domain names, trade
secrets, copyrights and patents), You agree that all disputes between You and
Axon Vibe (whether or not such dispute involves a third party) arising out of
or relating to this Agreement, the Functionality, and/or the Services, shall be
finally resolved by arbitration before a single arbitrator conducted in the
English language in New York, New York, USA under the Commercial Arbitration
Rules of the American Arbitration Association (“AAA”), and You and Axon
Vibe hereby expressly waive trial by jury. You and Axon Vibe shall appoint as
sole arbitrator a person mutually agreed to by You and Axon Vibe or, if You and
Axon Vibe cannot agree within thirty (30) days of either party’s request for
arbitration, such single arbitrator shall be selected by the AAA upon the
request of either party. The parties shall bear equally the cost of the
arbitration (except that the prevailing party shall be entitled to an award of
reasonable attorneys’ fees incurred in connection with the arbitration in such
an amount as may be determined by the arbitrator). All decisions of the
arbitrator shall be final and binding on both parties and enforceable in any
court of competent jurisdiction. Notwithstanding this, application may be made
to any court for a judicial acceptance of the award or order of enforcement.
Notwithstanding the foregoing, either party may be entitled to seek injunctive
relief, security or other equitable remedies from the United States District
Court for the Southern District of New York or any other court of competent
Any claims brought by You or Axon Vibe must be
brought in that party’s individual capacity, and not as a plaintiff or class
member in any purported class or representative proceeding. Neither You nor
Axon Vibe shall participate in a class action or class-wide arbitration for any
claims covered by this Agreement, unless ordered to do so by a court of law.
You hereby waive any and all rights to bring any
claims related to this Agreement or the Privacy Statement as a plaintiff or
class member in any purported class or representative proceeding.
You may opt out of this
agreement to arbitrate
WITHIN THIRTY (30) DAYS OF THE DATE THAT YOU AUTHORIZED THE FUNCTIONALITY. If You do so, neither You nor we can require
the other to participate in an arbitration proceeding. To opt out, You must
notify us in writing and the opt-out notice must state that You do not agree to
the agreement to arbitrate and must include Your name, address, phone number and
a clear statement that You want to opt-out of this agreement to arbitrate. You must sign the opt-out notice for it to be
effective. This procedure is the only
way You can opt out of the agreement to arbitrate. You must use the address that is set forth on
our website, and You must address Your opt-out to: Axon
Vibe, Inc., 65 Greene St., Fl. 5, New York, NY 10012, ATTN: Arbitration Opt-out.
Notwithstanding any provision in this Agreement to
the contrary, You and we agree that if we make any change to the arbitration
procedures set forth herein in the future, that change shall not apply to any
claim that was filed in a legal proceeding against Axon Vibe prior to the
effective date of the change. Moreover, if we seek to remove the arbitration covenant
from this Agreement, such removal shall not be effective until thirty (30) days
after the version of this Agreement not containing the arbitration procedures
is posted to the Functionality, and shall not be
effective as to any claim that was filed in a legal proceeding against Axon
Vibe prior to the effective date of such removal. This Section 8 shall not apply to the extent
not enforceable under applicable law.
Governing law and jurisdiction
This Agreement, and any dispute between You and Axon
Vibe, shall be governed by the laws of the State of New York, USA, without
regard to principles of conflicts of law, provided that the Federal Arbitration
Act shall govern the interpretation and enforcement of any arbitration. Unless You
and we agree otherwise, in the event that Section 2 of the Federal
Arbitration Act is found not to apply to You or to a particular claim or
dispute, You agree that any claim or dispute that has
arisen or may arise between You and Axon Vibe must be resolved exclusively by a
state or federal court located in the County of New York, State of New York. You
and Axon Vibe agree to submit to the personal jurisdiction of the courts located
within the County of New York, State of New York for the purpose of litigating
all such claims or disputes. To the extent permitted by applicable law, You and
Axon Vibe agree to waive, and hereby waive, trial by jury in any court
The Services are not directed to children
under the age of 13, and Axon Vibe will never knowingly collect information
from anyone it knows is under the age of 13.
We recommend that persons over 12 but under 18 years of age ask their
parents for permission before using the Services or sending any information
about themselves to anyone over the Internet.
Vibe respects Your privacy and takes Your privacy
very seriously. You agree and acknowledge that Your use of the Functionality
and related Services is subject in all respects to our Privacy Statement),
incorporated into this Agreement by reference.
You agree and
acknowledge that Axon Vibe may terminate or suspend the Functionality at any
time and for any or no reason.
You may cancel Your use of the Services and terminate this Agreement at
any time by rescinding Your authorization of the Functionality through the MTA
App. Axon Vibe reserves the right to terminate Your account if You are in
violation of this Agreement. We are not required to provide a reason for Your
termination, and the process is up to our discretion.
termination of this Agreement for any reason, You shall immediately cease all use of the Functionality.
You further acknowledge and agree that, upon termination of this Agreement, Axon Vibe shall delete all of Your Information and other content within thirty (30)
All the provisions of
this Agreement shall terminate upon the termination of this Agreement, except
that Sections 2 and 5 through 13 shall survive termination of this Agreement.
(a) Assignment; Successors and Assigns. You shall not have the right to assign or
transfer this Agreement in whole or in part to any third party. Subject to the foregoing, this Agreement
shall bind and inure to the benefit of the parties to this Agreement and their
respective successors, permitted transferees, and permitted assigns.
(b) No Partnership. You and Axon Vibe are independent parties and
are not partners, joint venturers, agents, employees
or representatives of the other party.
(c) Entire Agreement. This Agreement contains the entire
understanding of the parties with respect to the transactions and matters
contemplated hereby, supersedes all previous communications, understandings and
agreements (whether oral or written); provided, that, notwithstanding the
foregoing, Axon Vibe reserves the right to amend this Agreement unilaterally by
posting the amended Agreement to the Functionality, with such amendment effective
only with respect to use of the Services after the date of such posting.
(d) No Third Party
Beneficiaries. You acknowledge and
agree that nothing in this Agreement creates a right enforceable by any person
or entity other than You and Axon Vibe.
Headings. The headings and captions used in this
Agreement are used for convenience only and are not to be considered in
construing or interpreting this Agreement.
(f) Jurisdiction. You agree not to access the Functionality or
Services from any jurisdiction in which such access is unlawful or in which the
Functionality or related Services do not meet local requirements.
(g) Severability. If any part of this Agreement is held to be
unlawful, void, or unenforceable, that part will be deemed severable and shall
not affect the validity and enforceability of the remaining provisions.
Vibe Limited, Version 1.0.0, last updated Apr 1, 2023