Terms of Service

This Axis AI Terms of Service (the “Agreement”) is entered into by and between Metricton Inc a Delaware corporation doing business as Axis AI (“Axis AI,” “we,” or “us”), and the entity or organization accessing or using the Services (“Customer” or “you”).This Agreement consists of the terms and conditions set forth below and any Order Form. The “Effective Date” of this Agreement is the date which is the earlier of (a) Customer’s initial access to the Services through any online provisioning, registration or order process or (b) the Effective Date of the first Order Form. This Agreement will govern Customer’s initial purchase on the Effective Date as well as any future purchases made by Customer that reference this Agreement. Wager AI may modify this Agreement from time to time as permitted in Section 13.4 (Amendment). Capitalized terms shall have the meanings set forth in Section 1, or in the section where they are first used.

Definitions

1.1 “Services” means Axis AI’s proprietary, cloud-based engagement and analytics platform that enables gaming, sweepstakes, prediction market, poker, sportsbook, and other enterprise platforms to ingest real-time data, segment players, generate automated AI powered marketing campaigns, and analyze player behavior and performance metrics.

1.2 “Customer Data” means all data, information, and content submitted, uploaded, or otherwise provided by or on behalf of Customer to the Services, including player, campaign, or transactional data.

1.3 “Documentation” means the technical and user materials describing the operation and use of the Services made available by Wager AI.

1.4 “Authorized Users” means Customer’s employees or contractors who are authorized by Customer to access and use the Services in accordance with this Agreement.

1.5 “Integrations” means any connectors, APIs, or modules that enable interoperability between the Services and third-party systems or data sources.

1.6 “Order Form” means a document executed by both Parties identifying the subscription term, fees, and specific Services to be provided under this Agreement.

Access and Use Rights

2.1 License Grant.
Subject to this Agreement and the applicable Order Form, Wager AI grants Customer a non-exclusive, non-transferable, non-sublicensable right during the Term to access and use the Services and related Documentation solely for Customer’s internal business purposes.

2.2 Account Administration.
Customer shall designate one or more administrators to manage Authorized Users. Customer is responsible for maintaining the confidentiality of all login credentials and for all actions of its Users.

2.3 Restrictions.
Customer shall not:
a) copy, modify, or create derivative works of the Services;
b) reverse engineer, decompile, or disassemble any part of the Services;
c) access the Services for purposes of benchmarking, competitive analysis, or building a competing product;
d) use the Services in violation of any applicable gaming, advertising, or data protection laws; or
e) upload or transmit any malware, unlawful content, or data that infringes third-party rights.

2.4 Integrations and APIs.
Customer’s use of any APIs or integrations provided by Wager AI is subject to applicable technical limits and policies. Customer is responsible for any third-party systems it connects to the Services.

2.5 Publicity.
Wager AI may reference Customer’s name or logo only with Customer’s prior written approval (email sufficient).

Ownership

3.1 Wager AI Property.
All intellectual property rights in and to the Services, Documentation, analytics, algorithms, and software are and will remain the exclusive property of Wager AI. No rights are granted except as expressly stated.

3.2 Customer Data.
Customer retains all rights to its Customer Data. Wager AI will only process such data to provide the Services or as otherwise permitted in this Agreement or a signed Data Processing Addendum (“DPA”).

3.3 Aggregated Data.
Wager AI may collect and use aggregated or anonymized data derived from Customer Data to improve and develop its products and services, provided that such data does not identify Customer or any individual.

AI Generated Outputs

Customer acknowledges that the Services may include automated recommendations, predictive modeling, and other AI-generated outputs. Such outputs are provided for informational purposes only, and Wager AI makes no warranty as to their accuracy or suitability. Customer remains solely responsible for all business decisions, campaigns, and regulatory compliance arising from its use of such outputs.

Compliance and Customer Obligations

5.1 Regulatory Compliance.
Customer represents and warrants that it holds all required licenses and approvals to operate in the jurisdictions in which it uses the Services. Customer is solely responsible for ensuring that any marketing, promotional, or player-engagement activity conducted through the Services complies with applicable gaming, betting, advertising, and data-privacy laws.

5.2 End-User Data.
Customer acts as “data controller” with respect to any personal data of players or end users processed through the Services. Wager AI acts solely as a “data processor” and will process such data only per Customer’s instructions and the DPA.

5.3 Security and Notice.
Customer shall implement reasonable security measures for its Authorized Users and promptly notify Wager AI of any unauthorized access, breach, or misuse involving the Services.

Fees and Payment

6.1 Fees are specified in the applicable Order Form. All fees are payable in U.S. dollars and are non-refundable unless otherwise stated.

6.2 Late payments may result in suspension of Services.

6.3 Fees exclude all applicable taxes, which Customer shall pay or reimburse as required by law.

Confidentiality

7.1 Each Party agrees to protect the other’s Confidential Information with at least the same degree of care it uses to protect its own.

7.2 Confidential Information does not include information that is (a) publicly available, (b) independently developed without reference to the other Party’s information, or (c) rightfully received from a third party without confidentiality obligations.

7.3 A Party may disclose Confidential Information when required by law, provided it gives prompt notice (where legally permissible).Limitation of Liability

Security

Wager AI maintains administrative, physical, and technical safeguards designed to ensure the confidentiality, integrity, and availability of Customer Data and system operations. These controls are aligned with industry best practices for SaaS and data analytics providers.

8.1 Security Program.
Wager AI implements and maintains a comprehensive, documented information security program that includes risk management, employee training, access controls, incident response, and business continuity planning. This program is reviewed and updated regularly to address emerging threats and technological developments.

8.2 Data Protection and Encryption.
All Customer Data transmitted to or from the Services is encrypted in transit using TLS 1.2 or higher. Data stored within the Wager AI infrastructure is encrypted at rest using AES-256 or equivalent standards. Encryption keys are securely managed and rotated periodically.

8.3 Access Controls.
Access to Customer Data is strictly limited to authorized Wager AI personnel and subcontractors who require such access for the purpose of providing the Services. All access is logged, monitored, and subject to the principle of least privilege. Multi-factor authentication (MFA) and role-based access controls (RBAC) are enforced for internal systems.

8.4 Infrastructure and Monitoring.
Wager AI hosts its infrastructure on secure, industry-leading cloud providers with robust physical and environmental protections. Continuous monitoring systems detect and alert on unauthorized access attempts, performance anomalies, and potential security events. Logs are retained and reviewed to ensure accountability and traceability.

8.5 Vulnerability Management.
Wager AI conducts regular vulnerability scans and security assessments on its production environment. Identified vulnerabilities are prioritized and remediated according to internal severity guidelines. Penetration testing may be conducted periodically by qualified third-party assessors.

8.6 Incident Response.
In the event of any actual or suspected unauthorized access, disclosure, or loss of Customer Data (“Security Incident”), Wager AI will promptly investigate and take all necessary remediation steps. Wager AI will notify Customer without undue delay, and in any event within seventy-two (72) hours of confirming a Security Incident involving Customer Data, providing information on the nature of the incident, affected systems, and corrective actions taken.

8.7 Business Continuity and Disaster Recovery.
Wager AI maintains business continuity and disaster recovery plans to minimize disruption to Services in the event of system failure, natural disaster, or other emergency. These plans include redundant storage, periodic data backups, and geographically distributed systems to ensure high availability and resilience.

8.8 Subprocessors.
To the extent Wager AI engages subprocessors (e.g., hosting or infrastructure providers), it will do so under written agreements that impose data-protection and security obligations no less protective than those described in this Agreement. A current list of subprocessors is available upon request.

8.9 Customer Responsibility.
Customer is responsible for maintaining the security of its own systems, networks, and access credentials used to connect to the Services. Customer shall notify Wager AI immediately of any suspected compromise of credentials or unauthorized access.

8.10 Continuous Improvement.
Security measures may evolve over time as Wager AI enhances its infrastructure and procedures, but such modifications will not materially reduce the overall level of protection provided during any active subscription term.

Warranties and Disclaimers

9.1 Authority.
Each Party represents that it has the full power and authority to enter into and perform this Agreement.

9.2 Disclaimer.
The Services and all related content are provided “as is” without warranty of any kind, express or implied, including warranties of merchantability, fitness for a particular purpose, accuracy, or non-infringement. Wager AI does not guarantee specific business results or regulatory compliance.

Limitation of Liability

10.1 Exclusion of Damages.
Neither Party shall be liable for any indirect, consequential, incidental, or punitive damages, including loss of revenue, data, or profits, even if advised of the possibility of such damages.

10.2 Liability Cap.
Wager AI’s total cumulative liability under this Agreement shall not exceed the total fees paid by Customer to Wager AI in the twelve (12) months preceding the claim.

10.3 These limitations form an essential basis of the Parties’ bargain and apply to the maximum extent permitted by law.

Indemnification

11.1 By Wager AI.
Wager AI will defend Customer from any third-party claim alleging that the Services (excluding Customer Data or integrations) infringe a valid U.S. intellectual property right, and will pay any resulting damages finally awarded, subject to the limitations in Section 10.

11.2 By Customer.
Customer will defend and indemnify Wager AI from any claim arising from (a) Customer’s violation of this Agreement, (b) Customer’s data or campaigns, or (c) Customer’s breach of applicable law.

11.3 The indemnified Party must promptly notify the other and permit full control of the defense.

Term and Termination

12.1 This Agreement begins on the Effective Date and continues for the subscription term specified in the Order Form.

12.2 Either Party may terminate if the other materially breaches and fails to cure within thirty (30) days after notice.

12.3 Upon termination, Customer must stop using the Services and pay all outstanding fees.

12.4 Sections 3, 4, 7–11, and 13 survive termination.

Miscellaneous

13.1 Governing Law; Arbitration.
This Agreement shall be governed by Delaware law, without regard to conflict-of-law principles. Any dispute arising out of this Agreement shall be resolved by binding arbitration under the Commercial Rules of the American Arbitration Association (“AAA”), held in New York, New York, before a single arbitrator. Proceedings and awards shall be confidential, and the award may be entered in any court of competent jurisdiction.

13.2 Force Majeure.
Neither Party is liable for delays or failures due to causes beyond its reasonable control, excluding payment obligations.

13.3 Notices.
All notices must be in writing and sent to support@wager.zip unless otherwise specified in an Order Form.

13.4 Assignment.
Neither Party may assign this Agreement without prior written consent, except to an affiliate or successor in a merger or asset sale.

13.5 Entire Agreement.
This Agreement (including all Order Forms and the DPA) constitutes the entire agreement between the Parties and supersedes all prior agreements or understandings. Any conflicting terms in a purchase order shall be void.

13.6 Amendments.
Wager AI may update these Terms by providing notice via email or the Services. Continued use after the effective date constitutes acceptance of the updated Terms.

Contact Us

If you have any questions about these Terms, please contact us at: hello@wager.zip