Axle Service Terms and Conditions
Startup Sales Consulting LLC (d/b/a Axle) | Last revised: August 17, 2026
These Service Terms and Conditions (these "Service Terms") govern the services provided by Startup Sales Consulting LLC, a Delaware limited liability company doing business as Axle ("Axle"), to the client identified on the applicable Order Form ("Client"). Axle and Client are each a "Party" and together the "Parties." Capitalized terms used but not defined in these Service Terms have the meanings given in the applicable Order Form. These Service Terms, the applicable Order Form(s), and the DPA together form the "Agreement."
About Axle. Axle provides an AI-powered front office for industrial service and supply businesses. The Service answers and handles telephone calls and messages on Client's behalf, captures and dispatches job details, and converts quote requests into priced bills of materials and proposals generated from Client's own price book, catalog, and templates.
1. Definitions
"Affiliate" means an entity that directly or indirectly controls, is controlled by, or is under common control with a Party, where "control" means the power to direct the management of an entity or ownership of more than fifty percent (50%) of its voting interests.
"AI Tools" means features or functionality of the Service that use models trained by machine learning, including voice agents, transcription, and quote and proposal generation.
"Client Data" means non-public data provided to Axle by Client or Users to enable the provision of the Service, including Client's price book, catalog, inventory data, proposal templates, historical quotes, and the contents of Communications.
"Communications" means telephone calls, text messages, and emails answered, placed, or sent through the Service between Client (or the Service acting for Client) and End Users, including call recordings and transcripts.
"Documentation" means Axle's technical documentation and usage guides for the Service, as made available at getaxle.ai or through the Service.
"DPA" means Axle's Data Processing Agreement, which is incorporated into and forms part of the Agreement where applicable to Client's use of the Service.
"End User" means the customers, prospective customers, and other third parties of Client who call, message, or otherwise interact with Client through the Service.
"Order Form" means an ordering document for the Service executed by the Parties that references these Service Terms.
"Pilot" and "Pilot Term" mean, respectively, any trial, pre-release, or evaluation access to the Service identified as such on an Order Form, and the period for which it is provided.
"Service" means Axle's artificial intelligence and software-as-a-service offerings identified on the applicable Order Form, together with associated Software and Documentation, and as limited by the applicable Order Form.
"Software" means any Axle software provided to Client as part of the Service.
"Subscription Term" means the period during which Client is entitled to access and use the Service under an Order Form, and "Term" means the Pilot Term and Subscription Term collectively.
"Client Users" means the individuals permitted to access the Service on Client's behalf, including employees and the independent contractors and consultants of Client and its Affiliates; "Users" means Client Users and End Users collectively.
2. Service Access and Use
Subject to the Agreement, Client and its Client Users may access and use the Service during the Term in accordance with the applicable Order Form and the Documentation. Client may permit its Affiliates and their contractors to act as Client Users, provided such use is solely for Client's benefit. Client is responsible for each User's compliance with the Agreement, for actions taken under Client accounts and credentials, and for maintaining the security of Client User credentials. Client is responsible for obtaining and maintaining the equipment, telephone numbers, carrier services, and internet connectivity needed to use the Service, and for the security of the same. To the extent the Service requires Software installed in Client's environment, Axle grants Client a non-exclusive, non-transferable, non-sublicensable license to use such Software in object code form during the Term, solely as part of the Service.
3. Restrictions
Client will not (and will not permit any third party to): (a) sell, rent, assign, sublicense, distribute, or commercially host the Service for any third party; (b) provide access to the Service to any third party except as expressly permitted in Section 2; (c) modify, copy, translate, or create derivative works of the Service; (d) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, non-public APIs, models, or algorithms of the Service, except to the extent such restriction is prohibited by applicable law and then only with prior written notice to Axle; (e) use the Service to store or transmit malicious code; (f) interfere with or disrupt the integrity or performance of the Service or attempt to gain unauthorized access to it; (g) remove or obscure proprietary notices; (h) use the Service in violation of applicable law or third-party rights; or (i) access or use the Service to benchmark it for a competitor or to build a similar or competing product or service.
4. Pilots
If specified on an Order Form, Axle will make Pilots available to Client for evaluation and testing. Pilots may include pre-release features that may not operate correctly. Pilots are provided "as is," without support, indemnification, or warranty of any kind, and Axle may modify or discontinue any Pilot at any time on notice to Client.
5. Proprietary Rights
5.1 Axle Ownership. Axle and its licensors retain all right, title, and interest in and to the Service, the Software, the Documentation, the underlying technology and models, and all derivative works, modifications, and improvements of the foregoing, including all intellectual property rights therein. Axle also owns aggregated and anonymized statistical and performance data derived from the operation of the Service ("Aggregated Data"), which is inherent to and necessary for the provision and improvement of the Service. All rights not expressly granted are reserved, and the Agreement grants Client no right to use Axle's trademarks.
5.2 Client Data. Client owns all right, title, and interest in and to Client Data, and in data derived from Client Data and delivered to Client as part of the Service (excluding Aggregated Data). Client grants Axle and its Affiliates a non-exclusive, royalty-free license during the Term to use Client Data to provide and support the Service to Client, including to configure and tune the Service to Client's catalog, price book, templates, and historical quotes for Client's use of the Service.
5.3 Feedback. Axle may freely use and incorporate into its products and services any suggestions, corrections, or other feedback provided by Client or Users, provided Axle's use does not identify Client or any User.
6. AI Terms
6.1 Input and Output. Users may provide input processed by the AI Tools ("Input") and receive output generated by the AI Tools ("Output"). Input and Output are Client Data. Client is responsible for its use of Input and Output. Client acknowledges that, due to the nature of machine learning, Output may not be unique and the AI Tools may generate the same or similar output for other users.
6.2 AI Use Restrictions. Client will not (and will not permit any third party to) use the AI Tools or Output: (a) to develop models that compete with Axle or the AI Tools; (b) to mislead any person that Output was solely human-generated where disclosure is required; (c) to generate spam or unlawful communications; or (d) in violation of the Documentation or applicable usage parameters. Client will ensure that Input and Client's use of Output comply with applicable law and do not infringe or misappropriate the rights of any third party.
6.3 Model Improvement. Axle does not use Client Data to train generalized machine-learning models made available to other customers, except in de-identified and aggregated form or with Client's permission. Configuring and improving the Service for Client using Client Data (for example, learning Client's catalog and correcting quote generation based on Client's edits) is part of the Service and is not a use for generalized training.
6.4 AI DISCLAIMER. AXLE MAKES NO WARRANTY AS TO THE RESULTS OBTAINED FROM THE AI TOOLS OR THE ACCURACY OF OUTPUT. OUTPUT, INCLUDING GENERATED QUOTES, PROPOSALS, TRANSCRIPTS, AND CAPTURED JOB DETAILS, MAY CONTAIN MATERIAL ERRORS EVEN WHERE IT APPEARS DETAILED AND SPECIFIC, AND SHOULD BE REVIEWED BEFORE RELIANCE. NO INFORMATION OR ADVICE OBTAINED THROUGH THE AI TOOLS CREATES ANY WARRANTY NOT EXPRESSLY MADE IN THE AGREEMENT.
6.5 Third-Party Providers. The AI Tools and Communications features are delivered using third-party model, telephony, and messaging providers identified in the DPA subprocessor list. Client will not use the Service in a manner that violates the published acceptable-use policies of such providers.
7. Communications; Telephony
7.1 Client Compliance. As between the Parties, Client is responsible for its use of the Communications features and represents, warrants, and covenants on a continuing basis that: (a) Client has obtained all consents and provided all notices required under applicable law for the Communications contemplated by the Agreement, including consents required under the Telephone Consumer Protection Act (47 U.S.C. ยง 227) and its implementing regulations for automated or artificial-voice calls and text messages (including quote-delivery and job-notification texts), and any applicable state-law equivalents; (b) Client's configuration and use of call recording and transcription complies with the call-recording and wiretap laws of each jurisdiction applicable to Client's End Users, including all-party-consent jurisdictions; and (c) Client will not disable or circumvent the Service's disclosures identifying the agent as AI or noting that calls are recorded, where such disclosures are required by applicable law.
7.2 NO EMERGENCY SERVICES. THE SERVICE IS NOT A TELEPHONE EXCHANGE SERVICE AND DOES NOT SUPPORT ACCESS TO 911, E911, OR ANY OTHER EMERGENCY SERVICES. CLIENT WILL NOT REPRESENT OTHERWISE TO ANY PERSON AND WILL MAINTAIN INDEPENDENT MEANS OF PLACING EMERGENCY CALLS.
7.3 Quotes and Pricing. Generated quotes, bills of materials, and proposals are prepared from Client Data, and Client is responsible for the accuracy and maintenance of its price book, catalog, inventory, and template data. Client controls whether quotes require human approval before sending or are sent automatically. Any quote or proposal delivered to an End User through the Service, whether approved individually or sent under Client's automatic-send settings, is Client's commercial document, made by and on behalf of Client. Axle is not a party to, and has no responsibility for, any transaction between Client and an End User.
7.4 Platform Role. Axle provides the Communications features as a technology platform only. Axle does not determine the commercial content of Communications except as configured by Client, does not sell Client's goods or services, and does not receive any portion of amounts paid by End Users to Client.
8. Fees
8.1 Fees and Payment. Client will pay the fees set forth in each Order Form ("Fees"). Unless the Order Form states otherwise, Fees are payable in U.S. Dollars, net thirty (30) days from the date of invoice.
8.2 Taxes. Fees are exclusive of taxes, duties, and similar governmental charges. Client is responsible for all such amounts associated with the Service, other than taxes on Axle's net income, without offset or deduction from the Fees.
8.3 Overage. Axle may monitor Client's use of the Service. Use in excess of the capacity stated on the applicable Order Form is subject to billing in arrears at the rates stated on the Order Form or, if none are stated, at Axle's then-current rates.
9. Support
During the Subscription Term, Axle will provide Client with reasonable technical support for the Service. Axle may rely on the instructions of any Client User in providing support.
10. Warranties and Disclaimers
10.1 Axle Warranty. Axle warrants that, during the Subscription Term, the Service will perform in all material respects in accordance with the Documentation. For any breach of this warranty, Axle will use commercially reasonable efforts to correct the reported non-conformity at no additional charge, or, if Axle determines correction to be impracticable, either Party may terminate the applicable Order Form and Axle will refund the prorated portion of prepaid Fees covering the remainder of the Subscription Term. The foregoing is Client's sole and exclusive remedy for breach of this warranty.
10.2 Exclusions. The warranty in Section 10.1 applies only to non-conformities reported within thirty (30) days of the date Client first observed them, and does not apply to unavailability or non-conformance arising from: (a) factors outside Axle's reasonable control, including force majeure events, carrier or telephone-network failures, and Client's internet access; (b) acts or omissions of Client or third parties not under Axle's direct control; (c) Client Data errors, or Client or third-party equipment, software, or services; (d) cloud or infrastructure provider performance issues; or (e) suspension or termination of the Service in accordance with the Agreement.
10.3 DISCLAIMER. EXCEPT AS EXPRESSLY SET FORTH IN SECTION 10.1, THE SERVICE IS PROVIDED "AS IS," AND AXLE DISCLAIMS ALL OTHER WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. AXLE DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE, AND IS NOT RESPONSIBLE FOR PROBLEMS INHERENT IN THE USE OF THE INTERNET OR TELEPHONE NETWORKS. THE AI TOOLS ARE PROVIDED AS IS, AND AXLE MAKES NO REPRESENTATION OR WARRANTY REGARDING THE AI TOOLS OR OUTPUT, INCLUDING AS TO ACCURACY, TITLE, OR NON-INFRINGEMENT.
10.4 Client Warranty. Client represents and warrants that it has all rights, authorizations, and consents necessary under applicable law to permit the collection, transmission, and use of Client Data as contemplated by the Agreement, including with respect to End User data provided to the Service.
10.5 Data Protection. Where applicable to Client's use of the Service, the Parties agree to the DPA, which is incorporated into the Agreement by reference. In the event of a conflict between the DPA and these Service Terms with respect to the processing of personal information, the DPA controls.
11. Confidentiality
11.1 Definition. "Confidential Information" means non-public information disclosed by a Party (the "Disclosing Party") to the other Party (the "Receiving Party") that is identified as confidential or that should reasonably be understood to be confidential given its nature or the circumstances of disclosure. Axle's Confidential Information includes non-public information about the Service, Fees, and performance and usage statistics. Confidential Information excludes information that: (a) becomes generally available to the public without breach; (b) the Receiving Party develops independently without reference to the Confidential Information; (c) is received from a third party without restriction; or (d) was lawfully in the Receiving Party's possession before disclosure.
11.2 Obligations. The Receiving Party will protect the Disclosing Party's Confidential Information with at least the degree of care it uses for its own similar information (and not less than reasonable care), will use it only as necessary to perform under or exercise rights granted by the Agreement, and will limit access to personnel and contractors who need it and are bound by confidentiality obligations no less protective than these. These obligations survive for five (5) years after termination. On the Disclosing Party's written request, the Receiving Party will return or destroy the Disclosing Party's Confidential Information and certify destruction. If compelled by law to disclose Confidential Information, the Receiving Party will, where legally permitted, give the Disclosing Party prompt notice and cooperate in seeking protective treatment. Unauthorized disclosure may cause harm not compensable by damages, and the Disclosing Party may seek equitable relief in addition to other remedies.
11.3 Breach Confidentiality. The existence of and details surrounding any data breach or suspected data breach are the Confidential Information of the breached or allegedly breached Party, and neither Party will publicly identify or implicate the other in connection with any breach without the prior written consent of an officer of that Party.
12. Indemnification
12.1 By Client. Client will defend, indemnify, and hold harmless Axle and its Affiliates from and against claims, damages, losses, liabilities, fines, penalties, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to any third-party claim: (a) that Client Data infringes a copyright, trademark, or U.S. patent, misappropriates a trade secret, or violates a privacy right; (b) arising from Client's failure to obtain consents or provide notices required for Communications, including claims under the Telephone Consumer Protection Act or call-recording laws; (c) arising from the content, accuracy, or lawfulness of quotes, proposals, or other Communications made or approved by Client, or sent under Client's automatic-send settings; or (d) arising from Client's use of the Service in violation of the Agreement or applicable law.
12.2 By Axle. Axle will defend, indemnify, and hold harmless Client and its Affiliates from and against claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of any third-party claim that the Service (excluding AI Tools, Output, and content generated from them) infringes a copyright, trademark, or U.S. patent, or misappropriates a trade secret. Axle has no obligation for claims based on: (a) use of the Service not in accordance with the Agreement or the Documentation; (b) combination of the Service with products or services not provided by Axle, where the claim would not have arisen but for the combination; or (c) unauthorized use or modification of the Service. If Client's use of the Service is or in Axle's opinion is likely to be enjoined, Axle may, at its option and expense: (i) procure the right for Client to continue using the Service; (ii) replace or modify the Service to be non-infringing and functionally equivalent; or (iii) terminate the affected Order Form and refund the prorated prepaid Fees for the remainder of the Subscription Term. This Section 12.2 states Axle's entire liability, and Client's exclusive remedy, for infringement claims.
12.3 Procedure. The indemnified Party must promptly notify the indemnifying Party in writing of the claim, give the indemnifying Party sole control of the defense and settlement, and reasonably cooperate at the indemnifying Party's expense. The indemnifying Party will not settle any claim in a manner that requires the indemnified Party to pay amounts or admit fault without the indemnified Party's prior written consent. The indemnified Party may participate in the defense at its own expense.
13. Limitation of Liability
13.1 EXCEPT FOR EXCLUDED CLAIMS, TO THE MAXIMUM EXTENT PERMITTED BY LAW: (A) NEITHER PARTY NOR ITS AFFILIATES WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, LOST PROFITS, LOST OPPORTUNITIES, BUSINESS INTERRUPTION, OR COST OF SUBSTITUTE GOODS OR SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; AND (B) EACH PARTY'S AGGREGATE LIABILITY UNDER THE AGREEMENT WILL NOT EXCEED THE AMOUNTS PAID BY CLIENT FOR THE SERVICE IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
13.2 "EXCLUDED CLAIMS" MEANS: (A) A PARTY'S OBLIGATIONS UNDER SECTION 12 (INDEMNIFICATION); (B) A PARTY'S INFRINGEMENT OF THE OTHER PARTY'S INTELLECTUAL PROPERTY RIGHTS; AND (C) LIABILITY THAT CANNOT BE LIMITED UNDER APPLICABLE LAW.
13.3 AXLE IS NOT RESPONSIBLE FOR CLIENT'S OR END USERS' USE OF THE SERVICE OR FOR THE COMMERCIAL RESULTS CLIENT OBTAINS FROM THE SERVICE. RESULTS DEPEND ON THE ACCURACY, QUALITY, AND COMPLETENESS OF THE INFORMATION PROVIDED BY CLIENT AND USERS AND ARE NOT GUARANTEED.
14. Term; Termination
14.1 Term. Axle may terminate any Pilot at any time on notice to Client. Client may terminate the Agreement effective at the end of a Pilot Term by written notice given no fewer than ten (10) days before the Pilot Term ends; otherwise, the Subscription Term begins on the day after the Pilot Term ends, or on the start date stated in the Order Form if there is no Pilot. Unless the Order Form states otherwise, each Subscription Term automatically renews for successive twelve (12) month terms unless either Party gives written notice of non-renewal at least thirty (30) days before the end of the then-current Subscription Term. Axle may change Fees effective at the start of a renewal term on at least forty-five (45) days' prior notice.
14.2 Termination for Cause. Either Party may terminate the Agreement if the other Party materially breaches it and fails to cure within thirty (30) days after written notice, or if the other Party becomes subject to a bankruptcy or similar proceeding that is not dismissed within sixty (60) days. Except as expressly stated in the Agreement, Client may not cancel or terminate the Service during a Subscription Term.
14.3 Effect of Termination. On expiration or termination, Client will discontinue use of the Service and pay all Fees due for the Subscription Term, except that if Client terminates for Axle's uncured material breach, Client will pay Fees only through the effective date of termination and will receive a prorated refund of prepaid Fees for the remainder of the Subscription Term. Sections 1, 3, 5, 6.4, 11, 12, 13, 14.3, and 15 survive termination, together with any other provision that by its nature should survive.
14.4 Suspension. Axle may suspend Client's access to the Service immediately if: (a) Axle reasonably believes Client's use poses a security risk to or may adversely impact the Service or third parties; (b) Client is in material breach and has not cured within thirty (30) days of notice; (c) Client fails to pay Fees when due after notice and an opportunity to cure; or (d) Client ceases to operate in the ordinary course or becomes subject to an insolvency proceeding.
15. General
15.1 Governing Law and Venue. The Agreement is governed by the laws of the State of Delaware, without regard to conflict-of-laws principles, and the Parties consent to the exclusive personal jurisdiction and venue of the state and federal courts located in Delaware for any action relating to the Agreement. The U.N. Convention on Contracts for the International Sale of Goods does not apply.
15.2 Compliance with Laws. Each Party will comply with all laws applicable to its performance under the Agreement, provided that Axle has no responsibility for the content generated by the AI Tools except as expressly stated in the Agreement.
15.3 Notices. Notices must be in writing and delivered by personal delivery, certified or registered mail (return receipt requested), nationally recognized overnight courier, or email, and are deemed given on receipt. Notices of termination (other than for non-payment) may not be given by email alone. Notices to Axle: hello@getaxle.ai. Notices to Client: the email and mailing addresses on the applicable Order Form.
15.4 Publicity. Axle may identify Client by name and logo as an Axle customer in customer lists and marketing materials, subject to any brand guidelines Client provides, unless and until Client objects in writing.
15.5 Export. The Service is subject to U.S. export laws. Client will not use or export the Service in violation of applicable export laws and represents that it is not on any U.S. government restricted-party list.
15.6 Assignment. Neither Party may assign the Agreement without the other Party's prior written consent, except in connection with a merger, acquisition, or sale of all or substantially all of a Party's assets or voting securities. Any other purported assignment is void.
15.7 Force Majeure. Neither Party is liable for delay or failure to perform (other than payment obligations) caused by events beyond its reasonable control, including acts of God, labor disputes, utility or telecommunications failures, natural disasters, acts of terrorism or war, or governmental acts or orders.
15.8 Order of Precedence; Entire Agreement. If there is a conflict among the documents comprising the Agreement, the order of precedence is: (1) the applicable Order Form; (2) the DPA, solely with respect to the processing of personal information; and (3) these Service Terms. The Agreement is the entire agreement between the Parties regarding its subject matter and supersedes all prior or contemporaneous agreements and understandings on that subject.
15.9 Severability; Waiver; Relationship. If any provision of the Agreement is held invalid or unenforceable, it will be limited to the minimum extent necessary and the remainder will remain in effect. A waiver on one occasion is not a waiver of any other provision or occasion. The Parties are independent contractors, and the Agreement creates no partnership, joint venture, or agency.