End User License Agreement (EULA)

Last Updated: 17 February 2026
Effective Date: 17 February 2026

1. Definitions

1.1 Key Terms. In this EULA:

• “Hey Axel,” “we,” “us,” “our” means Hey Axel Pty Ltd (ABN pending), a company incorporated in New South Wales, Australia.
• “Software” means the Hey Axel software-as-a-service (SaaS) platform, including all source code, object code, APIs, user interfaces, documentation, updates, and related materials, accessible via https://heyaxel.app or associated mobile applications.
• “User,” “you,” “your” means the individual or entity that has created an Account and agreed to this EULA.
• “Account” means your registered user account on the Software.
• “Subscription” means your active subscription plan (Free, Pro, or Enterprise).
• “Authorized Users” means individuals authorized by you to access the Software under your Account (e.g., team members in Pro or Enterprise plans).
• “User Data” means all data, content, files, and information you upload, store, or process using the Software, including Vehicle Data, service records, and documents.

2. License Grant

2.1 Limited License. Subject to your compliance with this EULA and payment of applicable subscription fees, Hey Axel grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to:

• Access and use the Software via a web browser or mobile application;
• Use the Software solely for your internal business purposes (vehicle fleet management for your own vehicles or vehicles you are authorized to manage);
• Allow Authorized Users (if applicable to your Subscription) to access the Software on your behalf.

2.2 SaaS Model. The Software is provided as a hosted, cloud-based service (“Software-as-a-Service”). You do NOT receive a copy of the Software for local installation. All Software remains hosted and controlled by Hey Axel on servers operated by us or our third-party infrastructure providers.

2.3 No Ownership Transfer. This EULA grants you a license to USE the Software, NOT to OWN it. Hey Axel retains all ownership rights, title, and interest in the Software, including all intellectual property rights.

2.4 Modifications to Software. Hey Axel may update, modify, or discontinue features of the Software at any time without prior notice. We are NOT obligated to provide backward compatibility or maintain deprecated features.

3. License Restrictions

3.1 Prohibited Activities. You agree NOT to (and NOT to permit Authorized Users or third parties to):

Reverse Engineering:

• Reverse-engineer, decompile, disassemble, or attempt to derive the source code of the Software;
• Bypass or circumvent any security features, access controls, or technological protection measures;
• Use debugging tools, memory editors, or packet sniffers to inspect or modify the Software.

Unauthorized Access:

• Access or attempt to access parts of the Software not intended for you (e.g., admin panels, other users’ data);
• Probe, scan, or test the vulnerability of the Software or breach any security measures;
• Use automated tools (bots, scrapers, crawlers) to access the Software without our written permission.

Resale and Redistribution:

• Resell, sublicense, rent, lease, or distribute access to the Software to third parties;
• Offer the Software as part of a competing service or product;
• White-label or rebrand the Software without an Enterprise agreement;
• Use the Software to provide services to third parties (e.g., bureau services) without our written consent.

Modification and Derivative Works:

• Modify, adapt, translate, or create derivative works based on the Software;
• Remove, alter, or obscure any copyright notices, trademarks, or proprietary legends;
• Frame, mirror, or replicate the Software on other websites.

Harmful Activities:

• Upload or transmit viruses, malware, worms, Trojan horses, or other harmful code;
• Overload, flood, spam, or disrupt the Software or its infrastructure (denial-of-service attacks);
• Interfere with other users’ ability to access or use the Software;
• Use the Software for any illegal purpose or in violation of Australian law.

3.2 Consequences of Violation. Violation of this Section may result in:

• Immediate suspension or termination of your Account and license;
• Legal action (injunctive relief, damages);
• Reporting to law enforcement authorities (for illegal activities).

4. Intellectual Property Ownership

4.1 Hey Axel’s Ownership. Hey Axel owns and retains all rights, title, and interest in and to:

• Software: All source code, object code, algorithms, architecture, APIs, databases, and data structures;
• User Interface: Design, layout, graphics, icons, and visual elements;
• Branding: “Hey Axel” name, logo, trademarks, service marks, and trade dress;
• Documentation: User guides, help articles, API documentation, and tutorials;
• Innovations: Any improvements, modifications, or enhancements we make to the Software;
• Aggregated Data: Anonymized, aggregated usage statistics and analytics derived from User Data.

4.2 Your Data Ownership. You retain all ownership rights to User Data you upload to the Software. However, by using the Software, you grant Hey Axel a limited, non-exclusive, royalty-free, worldwide license to:

• Host, store, process, and transmit User Data as necessary to provide the Software;
• Use User Data to generate AI responses (via Ask Axel feature);
• Aggregate and anonymize User Data for analytics, research, and Service improvement;
• Share User Data with third-party service providers as described in our Privacy Policy.

4.3 Aggregated and Anonymized Data. Hey Axel may collect, aggregate, and analyze anonymized usage data (e.g., “average service costs for Toyota Hilux in NSW”). This anonymized data:

• Does NOT identify you, your vehicles, or your business;
• Becomes the sole property of Hey Axel;
• May be used for benchmarking, industry reports, product development, and research;
• May be shared publicly or with third parties.

4.4 Feedback and Suggestions. If you provide feedback, feature requests, bug reports, or suggestions (“Feedback”) to Hey Axel:

• You grant us a perpetual, irrevocable, royalty-free license to use, implement, and commercialize the Feedback;
• We are NOT obligated to compensate you for Feedback;
• We are NOT obligated to implement your Feedback;
• You waive any intellectual property claims related to Feedback.

5. Data Ownership and Portability

5.1 Your Data Rights. You own all User Data you upload to Hey Axel. You may:

• Export Data: Download your Vehicle Data in CSV format via Account settings → “Export Data”;
• Delete Data: Delete individual vehicles or service records at any time;
• Request Full Deletion: Close your Account and request deletion of all data (see Section 9).

5.2 No Vendor Lock-In. We do NOT employ proprietary data formats designed to prevent portability. Exported data is provided in standard CSV format compatible with Excel, Google Sheets, and other fleet management tools.

5.3 Data Retention After Termination. If you cancel your Subscription or delete your Account:

• User Data will be deleted within 30 days (to allow recovery if accidental);
• Backup copies may persist for up to 90 days for disaster recovery purposes;
• Anonymized, aggregated data (which no longer identifies you) will be retained indefinitely.

6. API Usage Terms (Enterprise Plans Only)

6.1 API Access. If you subscribe to an Enterprise plan with API access, the following additional terms apply:

6.2 API License. Hey Axel grants you a limited, non-exclusive license to access our API endpoints to integrate Hey Axel with your own systems or applications.

6.3 Rate Limits. API usage is subject to rate limits:

• Standard Enterprise: 1,000 requests per hour
• Custom Enterprise: Negotiable rate limits (contact sales)

Exceeding rate limits may result in temporary throttling or blocking.

6.4 API Restrictions. You agree NOT to:

• Use the API to build a competing product;
• Resell API access to third parties;
• Use the API to scrape or mirror our platform;
• Abuse the API with excessive or malicious requests.

6.5 API Changes. We may modify, deprecate, or discontinue API endpoints at any time with 90 days’ notice (for breaking changes).

7. Beta Features and Experimental Services

7.1 Beta Designation. Some features may be marked as “Beta,” “Alpha,” “Preview,” or “Experimental.” These features are provided for testing and feedback purposes only.

7.2 No Warranties for Beta Features. Beta features are provided “AS IS” with NO warranties. We do NOT guarantee:

• Availability or uptime of Beta features;
• Accuracy or reliability of data from Beta features;
• Continued availability (Beta features may be discontinued without notice);
• Support or bug fixes for Beta features.

7.3 Data Loss Risk. Beta features may result in data loss or corruption. You should NOT rely on Beta features for critical business operations.

7.4 Feedback on Beta Features. By using Beta features, you agree to provide feedback and grant us the rights to use such feedback (see Section 4.4).

8. Warranty Disclaimers

8.1 “AS IS” Provision. The Software is provided “AS IS,” “AS AVAILABLE,” and “WITH ALL FAULTS” without warranties of any kind, whether express, implied, or statutory, including but not limited to:

• Implied warranties of merchantability: The Software may NOT be suitable for all purposes;
• Implied warranties of fitness for a particular purpose: The Software may NOT meet your specific needs;
• Implied warranties of non-infringement: We do NOT warrant that the Software does not infringe third-party rights (though we have no knowledge of any infringement);
• Warranties of accuracy, reliability, or completeness: Vehicle Data, AI responses, and reminders may be inaccurate or incomplete;
• Warranties of uninterrupted or error-free operation: The Software may experience downtime, bugs, or performance issues;
• Warranties of security: No system is 100% secure; data breaches may occur despite our security measures.

8.2 No Guarantee of Results. We do NOT guarantee that the Software will:

• Prevent vehicle breakdowns or accidents;
• Ensure timely registration renewals (user must verify independently);
• Accurately predict maintenance needs;
• Provide correct or complete vehicle data from third-party APIs;
• Result in cost savings or improved fleet efficiency.

8.3 Third-Party Services. We do NOT warrant the accuracy, reliability, or availability of third-party services integrated with Hey Axel. You use third-party integrations at your own risk.

8.4 Australian Consumer Law Savings. Nothing in this Section excludes, restricts, or modifies any consumer guarantee, right, or remedy under the Australian Consumer Law (ACL) that cannot be lawfully excluded. Where the ACL applies:

• Consumer guarantees (e.g., services provided with due care and skill) apply to services of a kind ordinarily acquired for personal, domestic, or household use;
• For services NOT of a kind ordinarily acquired for personal use (e.g., business fleet management), our liability is limited to resupplying the service or paying the cost of resupplying the service.

9. Limitation of Liability

9.1 Maximum Liability Cap. To the maximum extent permitted by law, Hey Axel’s total aggregate liability to you for any and all claims arising out of or related to this EULA or your use of the Software (whether in contract, tort, negligence, strict liability, or otherwise) is limited to the lesser of:

• The total subscription fees you paid to Hey Axel in the 12 months preceding the claim; OR
• AUD $500.

9.2 Exclusion of Consequential Damages. Hey Axel is NOT liable for indirect, incidental, special, consequential, or punitive damages, including but not limited to:

• Loss of profits, revenue, or business opportunities;
• Loss of data or User Data (ensure you maintain backups);
• Costs of substitute goods or services;
• Vehicle repair costs, towing fees, or breakdown-related expenses;
• Fines, penalties, or infringement notices (e.g., for expired rego or CTP insurance);
• Personal injury, property damage, or death;
• Reputational harm or loss of goodwill;
• Downtime or lost productivity.

9.3 Allocation of Risk. The liability limitations in this Section reflect the allocation of risk between you and Hey Axel. The subscription fees you pay are set in reliance on these limitations. If you do NOT agree to these limitations, do NOT use the Software.

9.4 Australian Consumer Law Savings. Where the Australian Consumer Law applies and we breach a consumer guarantee, our liability is limited (at our option) to:

• Resupplying the Software; OR
• Paying the cost of resupplying the Software.

10. Indemnification

10.1 Your Indemnity. You agree to indemnify, defend, and hold harmless Hey Axel, its directors, officers, employees, contractors, affiliates, and licensors from and against any and all third-party claims, liabilities, damages, losses, costs, expenses (including reasonable legal fees) arising out of or related to:

• Your use or misuse of the Software;
• Your breach of this EULA, the Terms and Conditions, or Privacy Policy;
• Your violation of any law or third-party rights (e.g., intellectual property, privacy);
• User Data you upload to the Software (e.g., defamatory content, infringing material);
• Your reliance on AI-generated content or inaccurate Vehicle Data;
• Any negligence, fraud, or willful misconduct by you or your Authorized Users.

10.2 Defense and Settlement. Hey Axel reserves the right to assume exclusive defense and control of any claim subject to indemnification. You will NOT settle any claim without our prior written consent.

11. Term and Termination

11.1 Term. This EULA is effective from the date you create an Account and continues until terminated by you or Hey Axel.

11.2 Termination by You. You may terminate this EULA and your license to the Software by:

• Cancelling your Subscription via Account settings; OR
• Emailing support@heyaxel.app to request Account deletion.

Termination takes effect at the end of your current billing period (for paid Subscriptions) or immediately (for Free plans).

11.3 Termination by Hey Axel. We may suspend or terminate your license and Account immediately without notice or refund if:

• You breach this EULA, Terms and Conditions, or Privacy Policy;
• You engage in prohibited activities (Section 3.1);
• Your payment fails and you do not update payment details within 10 days;
• We are required to terminate by law or court order;
• We reasonably believe you pose a security risk to the Software or other users.

11.4 Effect of Termination. Upon termination:

• Your license to use the Software immediately terminates;
• You must cease all use of the Software and Authorized Users must also cease use;
• User Data will be deleted within 30 days (unless legal retention is required);
• You remain liable for any unpaid subscription fees;
• Sections 3, 4, 8, 9, 10, 12, and 13 survive termination.

12. Governing Law and Dispute Resolution

12.1 Governing Law. This EULA is governed by the laws of New South Wales, Australia, without regard to conflict of law principles. The United Nations Convention on Contracts for the International Sale of Goods does NOT apply.

12.2 Jurisdiction. You irrevocably submit to the exclusive jurisdiction of the courts of New South Wales, Australia for any disputes arising out of or related to this EULA.

12.3 Dispute Resolution. Before commencing legal proceedings, the parties agree to:

1. Notify the other party in writing of the dispute (support@heyaxel.app);
2. Attempt to resolve the dispute informally within 30 days;
3. If unresolved, consider mediation via the Australian Disputes Centre (ADC) or similar organisation.

12.4 Class Action Waiver. You agree to resolve disputes on an individual basis and waive any right to participate in class actions, representative proceedings, or multi-party arbitrations (to the extent permitted by law).

13. General Provisions

13.1 Entire Agreement. This EULA, together with the Terms and Conditions and Privacy Policy, constitutes the entire agreement between you and Hey Axel regarding the Software and supersedes all prior agreements, understandings, or representations.

13.2 Severability. If any provision of this EULA is held invalid, illegal, or unenforceable by a court of competent jurisdiction, the remaining provisions remain in full force and effect.

13.3 No Waiver. Our failure to enforce any right or provision of this EULA does NOT constitute a waiver of that right or provision. Any waiver must be in writing and signed by an authorized representative of Hey Axel.

13.4 Assignment. You may NOT assign or transfer this EULA or your license to any third party without our prior written consent. We may assign this EULA to any successor, affiliate, or acquirer without your consent.

13.5 Force Majeure. Hey Axel is NOT liable for failure or delay in performing obligations due to events beyond our reasonable control, including natural disasters, pandemics, acts of war, terrorism, internet outages, or third-party service failures.

13.6 Notices. All notices to Hey Axel must be sent to support@heyaxel.app. Notices to you will be sent to the email address associated with your Account.

13.7 Language. This EULA is drafted in English. Any translation is for convenience only. In case of conflict, the English version prevails.

13.8 Independent Contractors. The parties are independent contractors. This EULA does NOT create a partnership, joint venture, employment, or agency relationship.

13.9 Export Compliance. You agree to comply with all applicable export control laws of Australia, the United States, and other jurisdictions. You will NOT use the Software in violation of any export restrictions or embargoes.

13.10 Government Use. If you are a government entity, the Software is a “commercial item” as defined in FAR 2.101 (if applicable). Government use is subject to the terms of this EULA.

14. Updates to This EULA

14.1 Modifications. Hey Axel may modify this EULA at any time by posting an updated version on our website. Material changes will be notified via email or in-app notification at least 14 days before taking effect.

14.2 Acceptance of Changes. Your continued use of the Software after changes take effect constitutes acceptance of the modified EULA. If you do NOT agree to the changes, you must stop using the Software and cancel your Account.

15. Contact Information

If you have questions about this EULA or your license to the Software:

Hey Axel Pty Ltd
Email: support@heyaxel.app
Website: https://heyaxel.app
Jurisdiction: New South Wales, Australia