Terms of Use

1. SUBSCRIPTION

1.1. Products, Services and Content

The Subscription consists of, among other products, services and content that we may offer from time to time, access to (a) our in-depth research work reports, (b) our educational content, (c) AMA sessions, and, where applicable (d) early access to research and work product, and (e) personalized content. Additional details of the products, services and content contemplated by the Subscription are set out on our Website. All features, content, specifications, products and fees relating to the Subscription described or depicted on the Website are subject to change at any time without notice, excluding fees specifically contemplated under Section 1.3 - Fees and Payments, for modification of which a notice shall be provided.

1.2. Delivery

We may offer the Subscription in a variety of mediums, including but not limited to text, podcasts and other audio media, graphics and other visual media. The Subscription may be delivered through the Website, applications, and other places, including but not limited to email and applications such as podcasts, Telegram and Discord.

1.3. Fees and Payments

By using the Subscription, you agree to pay the subscription fees and any other charges incurred in connection with the Subscription (including any applicable taxes) at the rates in effect when the charges were incurred. Subscription fees will be billed at the beginning of your Subscription or any renewal. We may change the fees and charges then in effect, or add new fees or charges, by providing notice in advance. We may, in our discretion, permit payment for, or access to, certain Subscription features using the AX1 Token. Any such functionality will be subject to the applicable Supplemental Terms, displayed redemption or conversion methodology, network fees and technical availability. Unless expressly stated otherwise, use of the AX1 Token does not alter automatic renewal or your obligation to maintain a valid Payment Method.

1.4. Payment Methods

To use the Subscription, you must provide one or more Payment Methods. You authorize us to charge any Payment Method associated to your account in case your primary Payment Method is declined or no longer available to us for payment of your subscription fee. You remain responsible for any uncollected amounts. If a payment is not successfully settled, due to expiration, insufficient funds, or otherwise, and you do not cancel your account, we may suspend your Subscription until we have successfully charged a valid Payment Method. For some Payment Methods, the issuer may charge you certain fees, such as foreign transaction fees or other fees relating to the processing of your Payment Method. Check with your Payment Method service provider for details. If you want to use a different payment method or there is a change in your current payment method’s validity or expiration date, or if you believe someone has accessed the Subscription using your username and password without your authorization, you must contact our Support department as soon as possible. You are responsible for any fees or charges incurred to access the Subscription through an Internet access provider or other third-party service.

1.5. Updating your Payment Methods

It is the sole responsibility of the Subscriber to ensure that the Payment Methods associated with the Subscription are up to date and valid. You can update your Payment Methods by notifying us via email or regular mail, as more fully described in Section 1.8 - Refunds.

1.6. Renewal

Where applicable, your Subscription will continue and automatically renew until terminated. To use the Subscription, you must have Internet access and provide us with one or more Payment Methods. “Payment Method” means a current, valid, accepted method of payment, as may be updated from time to time. You must cancel your Subscription before it renews in order to avoid billing of the Subscription fees for the next billing cycle to your Payment Method (see "Cancellation" below).

1.7. Cancellation

You can cancel your Subscription at any time, and you will continue to have access to the Subscription through the end of your applicable billing cycle.

1.8. Refunds

We assess refund and/or credit requests on a case-by-case basis. For any refund inquiries and/or requests please contact us via email at support@ax1.vc or by regular mail at the address indicated below. Due to the individualized nature of the Subscription, we are not obligated to issue refund or credit for the following, without limitation, reasons: you changed your mind about Subscription; you purchased a Subscription by mistake; you do not have sufficient knowledge and/or expertise to use the Subscription; you cannot access the Subscription due to individual technical or other issues that do not impact the broader subscriber base or community. If a refund or credit is issued, it will be in the form of original payment, where practical, or in USD. Any associated transaction costs and fees are the sole responsibility of the Subscriber. Completed blockchain transactions involving the AX1 Token may be final, irreversible and non-refundable as provided in Section 2 and any applicable Supplemental Terms, except where a refund is required by applicable law. Our mailing address for submissions under this section is:

1.9. Eligibility

You must be at least 18 years of age to access and use our Website and become a Subscriber. Individuals under the age of 18 may only access and use the Website and obtain and utilize the Subscription with the involvement of a parent or legal guardian, under such person's account and otherwise subject to these Terms. Notwithstanding the foregoing, you must be at least 18 years old and legally capable of entering into a binding contract to access or use any Token Service; the parent or guardian exception above does not apply to Token Services.

1.10. Use of Subscription Content

The Subscription and any associated content are for your personal and non-commercial use only and may not be shared, except to the extent expressly permitted under an enterprise, institutional, API or other written agreement with AX1 Research. For the duration of your Subscription, we grant you a limited, non-exclusive, non-transferable right to access the Subscription and associated content and services. Except for the foregoing, no right, title or interest shall be transferred to you.

1.11. Restrictions

You agree to use the Subscription, including but not limited to, all services, content, features and functionalities associated therewith, in accordance with all applicable laws, rules and regulations, or other restrictions on use of the Subscription or content therein. Except as explicitly authorized by us, you agree not to:

1.12. Termination

You acknowledge and agree that we, in our sole discretion, may terminate or restrict your use of the Subscription and Website if you violate these Terms, are engaged in illegal or fraudulent use of the Subscription or Website, or for any other reason. AX1 shall not be liable to you or any third party for termination of the Subscription and/or Website access. Should you object to any terms and conditions of these Terms, or to any subsequent modifications thereto, your only recourse is to immediately discontinue use of the Subscription and Website. Suspension or termination of your account may terminate your eligibility to access Token Services, redeem the AX1 Token for Subscription functionality, or receive pending or future rewards. It will not give AX1 custody or control of AX1 Tokens held in a non-custodial wallet, but blockchain or smart-contract limitations may prevent us from reversing, restoring or modifying completed transactions.

2. AX1 ECOSYSTEM TOKEN AND TOKEN SERVICES

2.1. AX1 may issue, administer, support and otherwise handle the AX1 ecosystem utility token (the “AX1 Token”) and related tokenization, distribution, redemption, access, rewards and onchain functionality (collectively, the “Token Services”).

2.2. Supplemental Terms

Token Services may be subject to additional Supplemental Terms that you must accept before using the applicable feature.

2.3. Intended Utility and Functionality

The AX1 Token is intended to facilitate functional and consumptive uses within the AX1 ecosystem, which may include access to, payment for or redemption of data tools, research products, subscriptions, features or services, and eligibility for discretionary rewards, benefits or offers from AX1 or participating third parties. Available functionality may vary by jurisdiction, account status, Subscription tier, wallet, network, technical capability and time. Holding an AX1 Token does not guarantee access to any particular Service or benefit, and some functionality may require additional payment, identity verification, wallet connection or acceptance of Supplemental Terms.

2.4. No Ownership, Investment or Financial Rights

The AX1 Token does not represent or confer any ownership, equity, membership, partnership, debt, creditor, revenue-sharing, profit-participation, dividend, interest, liquidation, voting, governance, intellectual property or similar right in or against AX1, any affiliate or any partner project. Except where expressly provided in applicable Supplemental Terms, the AX1 Token is not redeemable for fiat currency, another digital asset or other property. The AX1 Token and Token Services are intended for functional use and are not offered under these Terms as an investment product. Nothing in any Service constitutes a recommendation, solicitation or advice to acquire, hold, sell or transfer any digital asset. Except where expressly stated in separate terms, AX1, any affiliate or any partner project do not act for you as a broker, dealer, exchange, investment adviser, commodity trading adviser, bank, custodian, fiduciary, payment processor or money transmitter.

2.5. Rewards and Partner Benefits

AX1 or participating partner projects may, but are not obligated to, make rewards, discounts, access rights, allocations, digital assets or other promotional benefits available to eligible users. Unless expressly stated in Supplemental Terms, rewards and partner benefits are discretionary, promotional, revocable and subject to change; do not accrue as interest, yield, wages or a contractual entitlement before delivery; and have no guaranteed frequency, amount, value or availability. Partner-provided benefits are supplied by the applicable partner under its own terms. AX1 does not control and is not responsible for a partner’s performance, legal or regulatory status, project, token, smart contract, representations or failure to provide any announced benefit.

2.6. Digital Wallets; Non-Custodial Use; Onchain Data

Token Services may require you to connect or provide a compatible third-party or non-custodial digital wallet (“Digital Wallet”). Unless expressly stated in Supplemental Terms, AX1 does not take custody of, controls or has access to your private keys, seed phrases, passwords or recovery credentials. AX1 cannot retrieve, reset or restore them. You are solely responsible for selecting a compatible Digital Wallet, securing your devices and credentials, verifying addresses, networks and transaction details, and all activity conducted through your Digital Wallet. Loss or compromise of credentials may permanently prevent access to the AX1 Token or other digital assets. Wallet addresses and blockchain transactions are generally public. AX1 may collect, analyze, screen, use and disclose wallet addresses, transaction histories and other public blockchain data in accordance with the Privacy Policy and applicable law.

2.7. Blockchain Transactions and Fees

Blockchain transactions may be irreversible once submitted or confirmed. AX1 cannot guarantee that a transaction will be accepted, confirmed by a network, completed within any particular time, or reversible. You are solely responsible for reviewing transaction details before authorization and for all applicable network, gas, validator, wallet, exchange, payment-processing and other third-party fees. Except as expressly provided in Supplemental Terms or required by law, completed token claims, purchases, transfers, redemptions, burns and other onchain transactions are final and non-refundable. AX1 is not responsible for losses caused by an incorrect address, unsupported network or asset, failed or delayed transaction, network congestion, fork, rollback, reorganization, protocol change or third-party wallet or infrastructure provider.

2.8. Assumption of Token and Blockchain Risks

You acknowledge and assume the risks associated with blockchain networks, smart contracts, digital assets and Token Services, including bugs, exploits, hacks, phishing, malware, denial-of-service attacks, loss of access, protocol failures, forks, governance changes, network delays, cybersecurity incidents, regulatory changes, tax consequences, limited or no liquidity, volatility, loss of utility, partner non-performance and total loss of any market value. The AX1 Token is not legal tender, is not a bank deposit, and is not insured by the FDIC, SIPC or any comparable governmental or private insurance scheme. AX1 does not guarantee any market, exchange listing, market maker, liquidity, price, transferability, interoperability, continued utility or future value for the AX1 Token.

2.9. Eligibility, Verification and Compliance Controls

You may use Token Services only if you are at least 18 years old, legally capable of entering into a binding contract, permitted to do so under the laws applicable to you, and not located in, ordinarily resident in, organized under the laws of, or acting for or on behalf of a restricted jurisdiction or sanctioned person. You represent that neither you nor any Digital Wallet you use is owned or controlled by, or knowingly associated with, a sanctioned person or unlawful activity. AX1 may conduct identity, business, sanctions, wallet, fraud, source-of-funds or other screening; request information or documentation; impose geographic, transaction or account limits; and reject, pause, cancel or withhold any uncompleted Token Service, claim, distribution or reward where reasonably necessary to comply with law, protect the Services or enforce these Terms. You may not use Token Services to conceal the source or ownership of assets, evade taxes or reporting obligations, circumvent sanctions or other controls, or engage in money laundering, terrorist financing, fraud, market manipulation or other unlawful conduct.

2.10. Taxes

You are solely responsible for determining, reporting, withholding and paying all taxes, duties and governmental charges arising from your acquisition, receipt, holding, use, transfer, redemption or disposition of the AX1 Token or any reward or partner benefit. AX1 does not provide tax advice and does not guarantee any particular tax treatment. AX1 may collect tax information, withhold amounts, issue tax forms or disclose information to governmental authorities where required or reasonably determined appropriate under applicable law.

2.11. Modification, Suspension and Discontinuation

Subject to applicable law and any express rights in Supplemental Terms, AX1 Ecosystem may modify, migrate, upgrade, restrict, suspend or discontinue any Token Service or associated functionality, eligibility criterion, reward, benefit, supported network, smart contract interface or redemption method. AX1 is not obligated to maintain any particular utility, third-party integration or secondary-market support indefinitely. Changes will not, by themselves, entitle you to a refund or compensation except where required by law or expressly provided in Supplemental Terms. AX1 may take emergency action without prior notice where reasonably necessary to address a security incident, exploit, legal requirement, network event or risk to users, AX1 or a third party.

3. USER POSTINGS

3.1. You acknowledge and agree that AX1 shall own and have the unrestricted right to use, publish and otherwise exploit any and all information that you post or otherwise publish on the Website in postings, forums or message boards, questionnaire or survey responses, and otherwise. By providing any such submission, you automatically grant, and hereby grant AX1 and their respective affiliates a worldwide, non-exclusive, transferable, assignable, sublicensable, fully paid-up, royalty-free, perpetual and irrevocable license and right to use, reproduce, publish, distribute, modify and otherwise exploit such submission for any lawful purpose and in any form or media. You waive any claims against AX1 and their affiliates for alleged or actual infringement of rights of privacy or publicity, intellectual property rights, moral rights or rights of attribution in connection with their use and publication of such submissions.

3.2. We do not represent or endorse the accuracy of reliability of information posted to the Website by users. In addition, we do not and cannot review all information posted to the Website by users and are not responsible for such information. We reserve the right to refuse to post and the right to remove any information, in whole or in part, for any reason or for no reason.

4. NOTICES OF INFRINGEMENT AND TAKEDOWN BY AX1

We prohibit the posting of any information that infringes or violates the copyright rights and/or other intellectual property rights (including rights of privacy and publicity) of any person or entity. If you believe that your intellectual property right (or such a right that you are responsible for enforcing) is infringed by any content on the Website, please write to us at the address shown below, giving a written statement that contains: (a) identification of the copyrighted work and/or intellectual property right claimed to have been infringed; (b) identification of the allegedly infringing material on the Site that is requested to be removed; (c) your name, address, and daytime telephone number, and an e-mail address if available; (d) a statement that you have a good faith belief that the use of the copyrighted work and/or exercise of the intellectual property right is not authorized by the owner, its agent, or the law; (e) a statement that the information in the notification is accurate, and, under penalty of perjury, that the signatory is authorized to act on behalf of the owner of the right that is allegedly infringed; and (f) the signature of the intellectual property right owner or someone authorized on the owner’s behalf to assert infringement of the right. We will remove any posted submission that infringes the copyright or other intellectual property rights of any person under applicable law upon receipt of such a statement. Significant penalties for submitting such a statement falsely are provided by law. Under appropriate circumstances, persons who repeatedly submit infringing or unlawful material will be prohibited from posting further submissions. Our address for submission of notices under this section is as follows:

5. DISCLAIMERS AND WARRANTIES

THE CONTENT AND FUNCTIONALITY OF THE SUBSCRIPTION AND THE WEBSITE IS PROVIDED WITH THE UNDERSTANDING THAT AX1 IS NOT HEREIN ENGAGED IN RENDERING PROFESSIONAL ADVICE OR SERVICES TO YOU, NO CONTENT IS INTENDED TO SERVE AS OR SHALL BE DEEMED INVESTMENT, LEGAL, TAX, ACCOUNTING OR OTHER REGULATED ADVICE, AND THAT YOU SHALL REMAIN SOLELY RESPONSIBLE FOR YOUR USE OF ALL SUBSCRIPTION AND WEBSITE CONTENT AND ACKNOWLEDGE THAT ANY RELIANCE UPON SUCH CONTENT SHALL BE ENTIRELY AT YOUR SOLE OPTION AND RISK. ALL CONTENT AND FUNCTIONALITY OF THE SUBSCRIPTION AND THE WEBSITE IS PROVIDED “AS IS,” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. AX1 MAKES NO WARRANTIES, EXPRESS OR IMPLIED, AS TO THE OWNERSHIP, ACCURACY, OR ADEQUACY OF THE SUBSCRIPTION OR WEBSITE CONTENT. AX1 SHALL HAVE NO LIABILITY OR RESPONSIBILITY FOR ANY INFORMATION PUBLISHED AS PART OF THE SUBSCRIPTION, ON LINKED WEBSITES, CONTAINED IN ANY USER SUBMISSIONS PUBLISHED ON THE SITE, OR PROVIDED BY THIRD PARTIES. AX1 SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES OR LOSSES OR LOST REVENUES OR PROFITS, WHETHER OR NOT ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES AND REGARDLESS OF THE THEORY OF LIABILITY. HYPOTHETICAL OR SIMULATED PERFORMANCE RESULTS HAVE CERTAIN INHERENT LIMITATIONS. UNLIKE ACTUAL PERFORMANCE RECORDS, SIMULATED RESULTS DO NOT REPRESENT ACTUAL TRADING AND SUCH SIMULATED PERFORMANCE RESULTS MAY HAVE UNDER OR OVER COMPENSATED FOR THE IMPACT, IF ANY, OF CERTAIN MARKET FACTORS. NO REPRESENTATION IS BEING MADE THAT ANY CRYPTOCURRENCIES, TOKENS, STOCKS, PORTFOLIO, FINANCIAL INSTRUMENT, OR INVESTMENT WILL OR IS LIKELY TO ACHIEVE PROFITS OR LOSSES SIMILAR TO THOSE SHOWN OR DESCRIBED IN BUT NOT LIMITED TO AX1’S REPORTS, POSTS OR NEWSLETTERS. ACTUAL PERFORMANCE WILL VARY BASED ON MANY FACTORS, INCLUDING BUT NOT LIMITED TO MARKET CONDITIONS. PAST PERFORMANCE IS NOT INDICATIVE OF FUTURE RESULTS AND FUTURE ACCURACY AND RESULTS CANNOT BE GUARANTEED BASED THEREON. THE SUBSCRIPTION AND WEBSITE CONTENT ARE BASED ON INFORMATION AVAILABLE AS OF THE TIME IT WAS PUBLISHED. AX1 AND ITS INFORMATION PROVIDERS DISCLAIM ANY DUTY TO UPDATE THE SUBSCRIPTION OR THE WEBSITE. IN PARTICULAR, BY CONTINUING TO MAKE THE SUBSCRIPTION AVAILABLE, ON THE WEBSITE OR OTHERWISE, AFTER THE DATE OF ITS FIRST PUBLICATION, NEITHER AX1 NOR ITS INFORMATION PROVIDERS MAKE ANY REPRESENTATION AS TO THE TIMELINESS OF THE INFORMATION IN THE SUBSCRIPTION OR ON THE WEBSITE. WITHOUT LIMITING THE FOREGOING, THE AX1 TOKEN, TOKEN SERVICES, SMART CONTRACTS, DIGITAL WALLET CONNECTIVITY, BLOCKCHAIN NETWORK INTERACTIONS, REWARDS AND PARTNER BENEFITS ARE PROVIDED “AS IS” AND “AS AVAILABLE.” AX1 DISCLAIMS ALL WARRANTIES REGARDING SECURITY, AVAILABILITY, ACCURACY, CONTINUED UTILITY, VALUE, LIQUIDITY, TRANSFERABILITY, REDEEMABILITY, INTEROPERABILITY, LEGAL OR REGULATORY STATUS, NETWORK CONFIRMATION, SMART-CONTRACT PERFORMANCE OR THE AVAILABILITY OR PERFORMANCE OF ANY PARTNER OR THIRD-PARTY SERVICE.

6. LIMITED LIABILITY

YOU ARE SOLELY RESPONSIBILE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR MOBILE DEVICE OR LOSS OF DATA THAT RESULTS FROM YOUR USE OF THE SUBSCRIPTION AND WEBSITE OR ANY DOWNLOAD OF CONTENT THROUGH THE USE OF THE SUBSCRIPTION. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AX1 SHALL NOT BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR RELATING TO THE USE OF, OR INABILITY TO USE, THE SUBSCRIPTION. AX1 SHALL NOT BE RESPONSIBLE FOR ANY DAMAGES, LOSS OR INJURY RESULTING FROM HACKING, TAMPERING, OR OTHER UNAUTHORIZED ACCESS AND/OR USE ARISING OUT OF OR RELATED TO THE SUBSCRIPTION, THE WEBSITE OR YOUR ACCOUNT OR THE INFORMATION CONTAINED THEREIN. TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE AX1 PARTIES SHALL NOT BE LIABLE FOR LOSS OF OR ACCESS TO ANY DIGITAL ASSET; LOSS OR COMPROMISE OF PRIVATE KEYS OR WALLET CREDENTIALS; ERRONEOUS OR UNAUTHORIZED TRANSACTIONS; CHANGES IN THE VALUE, UTILITY, LIQUIDITY OR TRANSFERABILITY OF THE AX1 TOKEN; GAS OR NETWORK FEES; SMART-CONTRACT, BLOCKCHAIN, PROTOCOL, ORACLE, BRIDGE, WALLET, CUSTODIAN, EXCHANGE OR OTHER THIRD-PARTY FAILURES; FORKS, REORGANIZATIONS, CONGESTION OR DELAYS; OR THE MODIFICATION, SUSPENSION OR DISCONTINUATION OF TOKEN SERVICES, REWARDS OR PARTNER BENEFITS. IN NO EVENT SHALL AX1 OR ANY OF THEIR RESPECTIVE AFFILIATES, MEMBERS, MANAGERS, OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, AGENTS, SUPPLIERS OR LICENSORS BE LIABLE TO YOU FOR AGGREGATE CLAIMS, PROCEEDINGS, LIABILITIES, OBLIGATIONS, DAMAGES, LOSSES OR COSTS IN AN AMOUNT EXCEEDING THE GREATER OF: (A) THE AMOUNT YOU PAID DIRECTLY TO AX1 FOR THE SPECIFIC SERVICE GIVING RISE TO THE CLAIM DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY; OR (B) $100.00. THIS LIMIT APPLIES TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. THE FOREGOING LIMITED LIABILITY SECTION APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.

7. INDEMNIFICATION

You agree to indemnify, defend and hold harmless AX1, their respective predecessors, successors, parents, subsidiaries and affiliates, and each of their members, managers, officers, directors, shareholders, investors, employees, contractors, agents, representatives, service providers and attorneys (collectively, the “AX1 Indemnified Parties”) from and against all claims, demands, actions, proceedings, liabilities, penalties, fines, taxes, damages, losses, costs and expenses, including reasonable attorneys’ fees, arising out of or relating to: (a) your use or misuse of any Service, Digital Wallet, AX1 Token, reward or partner benefit; (b) any transaction authorized through your account or Digital Wallet; (c) your breach of these Terms, Supplemental Terms or any representation, warranty or covenant made by you; (d) your violation of applicable law or the rights of any third party; or (e) any tax, reporting or compliance obligation attributable to you. AX1 may assume the exclusive defense and control of any matter subject to indemnification, in which case you will cooperate at your expense, and you may not settle any such matter without AX1’s prior written consent.

8. THIRD-PARTY CONTENT & PROVIDERS

We may provide links to third-party websites, materials, products and services (“Third-Party Content”), and some of the Third-Party Content appearing to be as part of the Subscription and/or on this Website is in fact supplied, supported, or provided directly or indirectly by third parties, for example, in instances of framing of third-party websites or incorporation through framesets of content supplied by third-party servers. We have no control of, or responsibility for, any Third-Party Content, which is governed by the terms of use and privacy policies, if any, of the applicable Third-Party Content providers. We do not endorse or assume any responsibility for any such Third-Party Content (even if we perform a review of the functionality or security of such a Third-Party Content). If you access such Third-Party Content, you do so at your own risk, and you understand that these Terms and our Privacy Policy do not apply to your use of such Third-Party Content. You expressly relieve us of any and all liability arising from your use of any Third-Party Content. Third-Party Content and services may include blockchain networks, smart contracts, bridges, oracles, Digital Wallets, custodians, exchanges, payment processors, tokenization providers, partner projects, reward providers and other Web3 infrastructure. Such third parties are independent from AX1, may be subject to separate terms, and may change, suspend or discontinue their services without notice. AX1 does not control and is not responsible for their acts, omissions, security, availability, legal status or performance.

9. GOVERNING LAW AND JURISDICTION

These Terms and any dispute arising out of or relating to these Terms or the Services will be governed by the internal substantive laws of the State of New Jersey, without regard to conflict-of-law principles. The parties acknowledge that these Terms evidence transactions involving interstate commerce. The Federal Arbitration Act, 9 U.S.C. §§ 1-16, will govern the interpretation and enforcement of Section 10. The United Nations Convention on Contracts for the International Sale of Goods is excluded. For any claim not required to be arbitrated, or for which AX1 seeks injunctive or other equitable relief, each party irrevocably submits to the exclusive personal jurisdiction and venue of the state and federal courts located in New Jersey and waives any objection based on inconvenient forum.

10. DISPUTES

10.1. Binding Arbitration

Before commencing arbitration, you must contact us at support@ax1.vc and provide a written description of the dispute and requested relief. The parties will attempt in good faith to resolve the dispute informally for thirty (30) days. Except for an eligible individual claim in small claims court and a claim for injunctive or equitable relief permitted under Section 9, any claim, dispute or controversy arising out of or relating to these Terms, the Services, or their breach, termination, enforcement, interpretation or validity will be resolved by binding individual arbitration administered by JAMS before one arbitrator under the JAMS Streamlined Arbitration Rules and Procedures then in effect and, where applicable, the JAMS Consumer Arbitration Minimum Standards. The arbitration will be conducted virtually unless the arbitrator determines that an in-person hearing is necessary; any in-person hearing will occur in New Jersey unless the parties agree otherwise. The arbitrator may determine questions of arbitrability, except that a court of competent jurisdiction will determine the enforceability of the class-action waiver in Section 11. You may opt out of this arbitration agreement by emailing support@ax1.vc within thirty (30) days after first accepting these Terms, stating your full name, account email and an unequivocal request to opt out of arbitration. An opt-out applies only to the individual who timely submitted it and does not affect the remaining provisions of these Terms.

10.2. Service of Process

Each party hereby irrevocably and unconditionally consents to service of process through personal service at their corporate headquarters, registered address, or primary address (for individuals or sole proprietors). Nothing in these Terms will affect the right of any party to serve process in any other manner permitted by law.

10.3. Provision of an Award

Subject to the limitations of liability in these Terms, the arbitrator may award any individual remedy available under applicable law that would be available in court, but may not modify these Terms or award relief for or against anyone who is not a party to the arbitration. The arbitrator will issue a reasoned written award. The award will be final and binding, subject only to the limited review permitted by the Federal Arbitration Act, and may be confirmed or enforced in any court of competent jurisdiction.

10.4. Fees

Arbitration filing, administration and arbitrator fees will be allocated under the applicable JAMS rules and Consumer Arbitration Minimum Standards. If you are a consumer, AX1 will pay fees to the extent required by applicable law or JAMS standards. Each party will bear its own attorneys’ fees and costs unless the arbitrator awards them under applicable law, these Terms, or a finding that a claim or defense was frivolous or brought for an improper purpose.

10.5. Confidentiality

The parties will maintain the confidential nature of the arbitration proceeding, the hearing and the Award, except (i) as may be necessary to prepare for or conduct the arbitration hearing on the merits, (ii) in connection with a court application as contemplated above for a preliminary remedy, or confirmation of an Award or its enforcement, (iii) our disclosure of the Award in confidential settlement negotiations, or (iv) as otherwise required by applicable laws. The parties, witnesses, and arbitrator will treat as confidential and will not disclose to any third person (other than witnesses or experts) any documentary or other evidence produced in any arbitration hereunder, except as required by law or except if such evidence was obtained from the public domain or was otherwise obtained independently from the arbitration.

11. CLASS ACTION & JURY TRIAL WAIVER

With respect to all persons and entities, regardless of whether they have obtained or used our services for personal, commercial, or other purposes, all claims must be brought in the parties’ individual capacity, and not as a plaintiff or class member in any purported class action, collective action, private attorney general action, or other representative proceeding. This waiver applies to class arbitration, and, unless we expressly agree otherwise, the arbitrator may not consolidate more than one person’s claims. By entering into these Terms, the parties waive the right to a trial by jury or to participate in a class action, collective action, private Attorney General action, or other representative proceeding of any kind.

12. COPYRIGHTS

All content and functionality on the Subscription and Website, including text, graphics, logos, icons, images, and videos and the selection and arrangement thereof, in addition to any concepts, know-how, tools, frameworks, software, applications or other technology, algorithms, models, processes, and industry perspectives underlying or embedded in the foregoing, along with any enhancements to or derivative works thereof (the “Subscription Content”) is the exclusive property of AX1 or its licensors and, to the extent applicable, is protected by applicable copyright laws. Neither the Subscription Content nor functionality of the Website, may be copied, reproduced, modified, reverse engineered, altered (including the removal or disabling of any security or technological safeguards, disclaimers, or legends) uploaded, published, uploaded, posted, transmitted, or distributed in any way without our written permission, except for those uses specified in Section 1.10 - Use of Subscription Content. All rights not expressly granted are reserved. AX1 or its designated licensor owns or controls the underlying Subscription Content, platform and related intellectual property. AX1’s provision of Token Services, and your acquisition or use of any AX1 Token, do not transfer to you any ownership, license or other right in that intellectual property except for the limited Service-access rights expressly granted under these Terms or applicable Supplemental Terms.

13. TRADEMARKS

The trademarks, service marks, designs, and logos (collectively, the “Trademarks”) displayed on the Website are the registered and unregistered Trademarks of AX1 and its licensors. You agree that, except as expressly permitted by us (e.g., through social media sharing tools provided on the Website) or by our licensors, where applicable, you will not refer to or attribute any information to AX1 or its licensors in any public medium (e.g., press release, websites, or public social media) for advertising or promotion purposes, or for the purpose of informing or influencing any third party and that you will not use or reproduce any Trademark of, or imply any endorsement by or relationship with, AX1 or its licensors. The AX1 Token name, symbol, logos and related branding are also Trademarks of AX1 or their licensors, as applicable, and no right to use them is granted by holding or using an AX1 Token.

14. SANCTIONS AND EXPORT POLICY

You may not access or use any Service or AX1 Token in, from, for the benefit of, or on behalf of any country, territory, organization, entity, vessel, wallet or person that is embargoed, blocked, sanctioned or otherwise restricted under laws administered by the U.S. Department of the Treasury’s Office of Foreign Assets Control, the U.S. Department of Commerce, the U.S. Department of State, the United Nations, the European Union, the United Kingdom or any other authority applicable to AX1. You represent that you are not a sanctioned or restricted person and are not owned or controlled by, or acting for, such a person. AX1 may geofence jurisdictions, screen users and Digital Wallets, request additional information, and restrict, suspend or refuse access or any uncompleted transaction, distribution or reward where reasonably necessary for sanctions, export-control, anti-money-laundering, fraud-prevention or other compliance purposes. AX1 does not represent that any Service is appropriate, lawful or available in every jurisdiction. You are responsible for compliance with the laws applicable to your location and use.

15. GENERAL PROVISIONS

15.1. Compliance

You must comply with all laws, rules, and regulations, now or hereafter promulgated by any government authority or agency that are applicable to your use of the Subscription and Website or the transactions contemplated in these Terms. Compliance with the aforementioned laws, rules, and regulations is your sole responsibility. This includes laws applicable to digital assets, blockchain transactions, consumer protection, taxes, anti-money-laundering, counter-terrorist financing, sanctions, export controls, market conduct, privacy and data protection. You may not use the Services to circumvent any legal, reporting or compliance obligation.

15.2. Assignment

You may not transfer or assign these Terms or any right or license granted under them without the prior written consent of AX1. AX1 may assign or transfer its respective rights and obligations under these Terms, in whole or in part, to an affiliate or in connection with a merger, reorganization, financing, change of control, sale of equity, sale of assets or transfer of the applicable Service, without your consent. Any attempted assignment in violation of this Section is void.

15.3. Modification

We may modify or update these Terms from time to time. If we make a material change, we will provide reasonable notice by email, through the applicable Service, by updating the “last updated” date, or by another method reasonably designed to inform you. Unless a different effective date is stated, revised Terms become effective when posted for new users and, for existing users, upon the stated effective date or your continued use of the affected Service after notice. Changes will apply prospectively and will not retroactively alter completed transactions or rights that have already accrued, except to the extent reasonably necessary to comply with law, address fraud or a security incident, protect users or the Services, or implement a blockchain or protocol event outside AX1’s reasonable control. Supplemental Terms may be adopted or updated for a particular Token Service, distribution, reward or feature. If you do not agree to revised Terms, you must stop using the affected Service before the revisions take effect.

15.4. Notifications

We may provide notifications, whether such notifications are required by law or are for marketing or other business-related purposes, to you via email notice, written or hard copy notice, or through posting of such notice on our website, as we determine in our sole discretion. We reserve the right to determine the form and means of providing notifications to our users, provided that you may opt out of certain notifications as required under applicable laws or as described in these Terms or our Privacy Policy. We are not responsible for any automatic filtering you or your network provider may apply to email notifications we send to the email address you provide us.

15.5. Entire Agreement; Severability

These Terms, the Privacy Policy, applicable Supplemental Terms, and any enterprise order form or other written agreement you enter into with AX1 concerning a Service constitute the entire agreement between you and AX1 concerning that Service and supersede prior or contemporaneous communications on the same subject. If a conflict exists, an enterprise order form will control for the covered enterprise service, and applicable Supplemental Terms will control for the covered Token Service. No employee, contractor or representative may modify these Terms except through a written agreement signed by an authorized representative of AX1. If any provision is held invalid or unenforceable, it will be enforced to the maximum lawful extent and the remaining provisions will remain in effect, except that if Section 11 is held unenforceable as to a particular claim, the arbitration agreement in Section 10 will be unenforceable solely as to that claim.

15.6. No Waiver

No waiver of any term of these Terms will be deemed a further or continuing waiver of such term or any other term, and our failure to assert any right or provision under these Terms will not constitute a waiver of such right or provision.

15.7. California Residents

If you are a California resident, in accordance with Cal. Civ. Code §1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by writing to 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, calling (800) 952-5210, or using the complaint resources available through the Department’s website.

15.8. Contact Information

If you have any questions about these Terms, please contact us via email at support@ax1.vc or by regular mail at the following address:

15.9. Force Majeure

AX1 will not be liable for delay, interruption or failure caused by events beyond its reasonable control, including acts of government, changes in law, sanctions, natural disasters, war, terrorism, civil unrest, labor disputes, power or internet failures, cyberattacks, blockchain or protocol events, forks, congestion, validator or oracle failures, failures of cloud, wallet, custody, payment or other third-party providers, or emergency maintenance. This Section does not excuse payment obligations already incurred.

15.10. Survival

Provisions that by their nature should survive termination or expiration, including provisions concerning intellectual property, user submissions, token and blockchain risks, disclaimers, limitation of liability, indemnification, taxes, dispute resolution, class-action and jury-trial waiver, and general provisions, will survive.