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Last updated 01.02.2024
AXIOME ECOSYSTEM, WEBSITE, AND SERVICES, AS DEFINED BELOW, ARE NOT AVAILABLE TO PERSONS RESIDING, HAVING THEIR REGISTERED OFFICE, INCORPORATED OR OTHERWISE DOMICILED OR LOCATED IN THE TERRITORY OF THE UNITED STATES AND CANADA (AS DEFINED BELOW, “EXCLUDED COUNTRIES”) AS WELL AS OTHER JURISDICTIONS, COUNTRIES, AND TERRITORIES WHERE, AS DETERMINED AT OUR SOLE DISCRETION, ACCESS TO AND USE OF OUR SERVICES IS RESTRICTED, PROHIBITED OR SUBJECT TO REGULATORY RESTRICTIONS (“AS DEFINED BELOW, “RESTRICTED TERRITORIES”). IN ADDITION, THE FOREGOING SERVICES PROVIDED BY AXIOME ARE NOT AVAILABLE TO PERSONS SUBJECT TO THE APPLICABLE SANCTION, EMBARGO, AND/OR RESTRICTION REGIMES (AS DEFINED BELOW, “SANCTIONED PERSONS”). BY ACCESSING AND UTILIZING ANY COMPONENT OF THE AXIOME ECOSYSTEM, WEBSITE AND SERVICES, YOU EXPRESSLY AGREE THAT THE USE OF VIRTUAL PRIVATE NETWORKS (VPNS) FOR THE PURPOSE OF CIRCUMVENTING RESTRICTIONS SET FORTH BY THESE TERMS, ESPECIALLY IN RELATION TO EXCLUDED COUNTRIES, RESTRICTED TERRITORIES, AND SANCTIONED PERSONS, IS STRICTLY PROHIBITED. AXIOME SHALL MAKE NO EXCEPTIONS IN THIS REGARD. ANY ATTEMPT TO USE VPNS FOR SUCH PURPOSES WILL BE CONSIDERED A VIOLATION OF THESE TERMS, AND APPROPRIATE ACTIONS, INCLUDING THE TERMINATION OF YOUR ACCESS TO OUR SERVICES, MAY BE TAKEN BY AXIOME.
These Terms of Service (the “Terms”) apply as a contract between the User (also referred to as “you”, “your” or “yours”) and each of:
1. AXIOME HOLDINGS S.R.L., a private limited company incorporated in Costa Rica with company number 3-102-876175 and whose registered office address is at Provincia 01 San José, Cantón 02 Escazú, San Rafael, del Centro Comercial La Paco, trescientos metros norte, Plaza Florencia, local diez, Código Postal número 10203,
2. DeTech Global Inc., a private limited company incorporated in Seychelles with company number 239371 and whose registered office address is at 306 Victoria House, Victoria, Mahé, Seychelles and
3. CRYPTOLINK MARKETING SOLUTIONS S.R.L., a private limited company incorporated in Costa Rica with company number 3-102-895829 and whose registered office address is at at Provincia 01 San José, Cantón 02 Escazú, San Rafael, del Centro Comercial La Paco, trescientos metros norte, Plaza Florencia, local diez, Código Postal número 10203,
whereas the aforementioned legal entities are also referred to in these Terms as “Axiome”, “we”, “our”, “ours” or “us”).
Before engaging with our Services, you should read these Terms carefully and in full. You understand and agree that by creating an Account and using our Services, you agree to be bound by these Terms and other applicable agreements between you and us. If you disagree with these Terms in full or in part, you shall discontinue your use of the Services. You further acknowledge and agree that we have a right to reaffirm your acceptance of these Terms from time to time as a precondition to your continued use of our Services. Any actions initiated by you after entry into force of the updated version of these Terms shall be subject to the amended provisions.
These Terms, along with all other relevant documents and agreements with Axiome, extend to the following services defined below as follows (collectively, “Services”):
● Provided by AXIOME HOLDINGS S.R.L.:
○ All products, smart contracts, protocols, Axiome Chain ecosystem and the Axiome Chain network (“Network”), including the delegation program that encompasses staking mechanisms for earning rewards through delegation of the native AXM token (“Token”);
● Provided by CRYPTOLINK MARKETING SOLUTIONS S.R.L.:
○ Partner reward system as a mechanism of distributing rewards to the participants of the Partnership Program in accordance with their Status level;
● Provided by DeTech Global Inc.:
○ All Axiome websites and any other sites associated with Axiome as well as any and all features and operability of the said websites, collectively referred to as “the Website”;
○ Operability of Axiome applications and software developed by Axiome independently or through contractual third parties, including the self-custodial wallet, web applications, mobile applications, decentralized applications (dApps), and any other applications and software associated with Axiome, collectively referred to as “the App”.
Please note that DeTech Global Inc. acts as the Website and App Operator carrying out the administration of the Website and the App to which the Network, the Token, and the Services are connected and is not responsible for the provision of Services pertaining to the Axiome Chain ecosystem, the Network as well as the AXM Token and the delegation program, as defined in these Terms below. Axiome shall not be liable to you for any acts, errors, or omissions resulting from the aforementioned.
You are strongly advised to carefully read the disclaimers and disclosures outlined in these Terms, specifically addressing legal obligations associated with the use of Services. It is essential that you familiarize yourself with the terms and conditions provided in that section. Please note that we do not execute, settle, or clear any blockchain transactions, whether performed through the use of our Services or otherwise. Axiome cannot be held responsible for any consequences arising from blockchain transactions, whether facilitated through our Services or independently initiated by users. Users acknowledge and agree that Axiome does not have control over the Network and cannot guarantee the execution, settlement, or clearance of any transactions. Users are solely responsible for their own transactions and should exercise due diligence and caution when engaging in blockchain-related activities.
By clicking 'I Agree' or expressing your agreement with these Terms in any other manner, or by initiating access and use of the Services provided by Axiome, you explicitly acknowledge, accept, and agree to be bound by the Terms of Service outlined herein. Your action of indicating agreement signifies your understanding and acceptance of all the rights, obligations, and conditions detailed in these Terms.
If you do not agree with these Terms or any part thereof, you are required to refrain from accessing or using the Services provided by us. Your affirmative action of agreement, as described above, constitutes a legally binding contract between you and Axiome, and you commit to complying with all the provisions outlined in these Terms during the course of your engagement with our Services at all times.
1. Eligibility
The availability of our Services depends upon several factors that determine your eligibility to engage with them. We may refuse to provide our Services in specific locations and jurisdictions, and information regarding these restricted areas shall be communicated to you through our official communication channels as laid down in these Terms.
To be considered eligible to use and engage with our Services, you must affirm that:
a) you have attained the age of at least 18 years, or otherwise have reached the age of majority in the country of your residence making you legally capable of entering into agreements and abiding by their terms,
b) you have never been suspended or subjected to any other form of restriction from using our Services,
c) entering into a binding agreement with us does not conflict with or violate any other contractual obligations to which you are legally bound,
d) you are not subject to international economic restriction measures and sanctions, such as those imposed by the United Nations, or affiliated with companies, groups, or entities subject to international sanctions, nor do you otherwise represent such natural or legal persons (“Sanctioned Person”);
e) you are not situated, located, domiciled, or residing in any of the following jurisdictions, countries, and territories, without exception:
i) United States of America and Canada (“Excluded Countries”);
ii) Afghanistan, Algeria, Bangladesh, Bolivia, Egypt, Morocco, Nepal, Democratic People’s Republic of Korea, Indonesia, Iran. (“Restricted Territories”).
For individuals intending to use the Services on behalf of a legal entity, eligibility is determined by meeting these requirements:
a) your organization has been incorporated in compliance with the legal provisions of its jurisdiction,
b) your organization conducts its activities in accordance with applicable laws and regulations,
c) you possess the legal authorization to represent your organization and enter into legally binding agreements on its behalf, which you are able to demonstrate by appropriate means,
d) your organization is not situated, located, founded, or incorporated in any of the Excluded Countries or Restricted Territories, including those subject to international economic restriction measures and sanctions, such as those imposed by the United Nations;
e) your organization is not a Sanctioned Person or is otherwise or affiliated with companies, groups, or entities subject to restrictions and sanction regimes, nor does it otherwise represent such Sanctioned Persons.
We retain the right to assess your eligibility to access and use our Services at any time by evaluating your adherence to the eligibility criteria outlined above. In the event of amendments, modifications, or expansions of eligibility criteria, we may reevaluate your eligibility accordingly. We may request proof of eligibility if deemed necessary. All determinations, including initial and ongoing assessments of your eligibility, are final.
2. User Account
Account Registration
Registration of a user account (“Account”) is a requirement for accessing and utilizing any of our Services. Users can register for an account by completing the wallet registration process via the Wallet mobile application. Alternatively, you can open an account by engaging directly with the Axiome Chain, deploying a node to establish your presence on the Network.
To register an account, Users must select a unique nickname to identify themselves within the Axiome ecosystem. Alternatively, if you were referred to the Axiome Chain by another user, you will have the option to provide the nickname of the inviter. Finally, you are required to provide an email address as a reserve contact method. For a more detailed guide on how to commence utilizing Axiome Services and navigating through the initial steps, users can refer to the comprehensive guide available at Axiome First Steps Guide.
By accepting these Terms, you confirm that you are registering an Account for your own use and on your behalf. Each user, whether a natural person or a legal entity, is permitted to create and operate only one Account. Duplicate Accounts associated with information already submitted to another Account will be subject to suspension.
Account Closure
All Axiome Accounts are registered on the Network, ensuring the permanency of the data associated with your Wallet, such as the Wallet address, within the Axiome ecosystem. Notwithstanding the foregoing, you have the option to initiate the deletion of any and all secondary data, such as your username, email, cache data, and other applicable secondary data, through the settings page of the Axiome mobile application (“App”).
Please note that while you have the ability to delete secondary profile data and cache data, the Wallet and access to your AXM Tokens will remain preserved. Even after the deletion of the secondary data associated with your Account, you can still regain access to it at any time by entering your recovery key (“seed phrase”) during authorization and re-filling your profile details.
By registering an Account, you agree and acknowledge that full closure and deletion of your Wallet is not possible due to the nature of the registration process on the Network and inherent characteristics of the blockchain technology that prevents us from permanently deleting Wallets from the Network.
Suspension and Termination of Services
We retain the right to suspend, restrict, or terminate your access to our Services at our sole discretion under various circumstances, including but not limited to the following:
a. We have reasons to believe that your actions may harm our reputation or have resulted in adverse consequences for Axiome;
b. We are legally obligated to do so by a regulatory authority, court order, law enforcement request, or any other competent authority;
c. There are reasonable grounds to suspect a breach of these Terms or any other applicable agreement;
d. We suspect unauthorized or fraudulent access to your Account, or believe that login into your Account has been initiated without your consent or knowledge, or suspect any other compromise in the security of your Account;
e. There are reasonable grounds to suspect money laundering, terrorist financing, fraud, or other financial crimes associated with your Account, or your Account is believed to be non-compliant with the applicable laws and regulations and associated with heightened risks regarding regulatory norms and requirements;
f. Your Account is subject to ongoing or pending litigation, investigations, or legal proceedings; and/or
g. Your Account has been involved in any Prohibited Use activities and/or Prohibited Businesses as outlined in these Terms.
In the event of suspension or termination of Services, whether temporarily or permanently, your access to the Services or any part thereof will be ceased without notice and with immediate effect. We reserve the right not to provide you with any reasons for the suspension, restriction, or termination of your access to the Services. You agree and acknowledge that we may not disclose specific reasons for suspension or termination of your access based on internal confidential criteria aimed at maintaining security and complying with relevant legal requirements related to risk mitigation and prevention of illicit activities and financial crime, and that any and all criteria pertaining to the decision-making on modification, restriction, suspension, and termination of your access to our Website, App and/or Services will not be disclosed to you or any unauthorized third parties under any circumstances, except in cases required by applicable law or judicial decision.
We retain the right to share any information submitted to us with competent authorities to ensure compliance with the anti-money laundering and terrorist financing laws and regulations and other relevant legal requirements. This action may be taken if we have substantial grounds to believe that your Account is associated with fraudulent activities, money laundering, terrorism financing, or other financial crimes. Additionally, should we be unable to conclusively ascertain a User's affiliation with any of the aforementioned illicit activities, we may disclose such information to competent authorities for their evaluation.
3. Fees
Unless expressly communicated by Axiome in connection with the announcement or any other form of communication to Users, you are required to pay any and all transactions fees (“Fees”) associated with your use of the Services at the time of any such use as reflected on the Website and the App. Users should factor in these Fees when engaging in transactions and delegations within the Axiome ecosystem. By using the Axiome platform and its services, users implicitly agree to abide by the Fees outlined herein, including, but not limited to: (a) Network fees payable to blockchain validators, (b) delegation fees based on the delegation amount at the time of each delegation of the AXM Token, (c) undelegation fees charged for each instance of undelegation of the AXM Token, (d) validator reward fees charged by the validator to which the User delegated AXM Tokens from the delegation reward when mining new Tokens, and (e) distribution fees retained by the validators from their delegator’s reward when distributing Network fees.
Please note that the calculation of Network fees is contingent upon the workload of the blockchain and the specific nature of the transaction. While the Fees specified under limbs (b) to (e) of this Section are fixed (“Fixed Fees”), it is crucial to recognize that Network fees reflected under limb (a) (“Network Fees”) may fluctuate based on various factors. In addition to the foregoing, by using the Services, you understand and acknowledge that the decision to raise or lower the Fees rests solely within our discretion.
While we try to ensure that information about the Fees provided in these Terms as well as on the Website and the App remains accurate and up-to-date, the actual Fees paid by you in connection with your use of our Services and interaction with the blockchain may vary from the information and estimates reflected in these Terms as well as on our Website and App. By engaging with our Services, you agree that you have made yourself informed about the dynamic nature of Network Fees and exercise due diligence in understanding the associated costs of their transactions within the Axiome ecosystem by appropriate means that may include reviewing and verifying all Network Fees at the time of the execution of the transaction or after its execution through the open blockchain explorer accessible on the Website and familiarizing yourself with the volume and structure of the Fixed Fees on the Website and/or the App.
4. Wallet
Axiome Wallet (the “Wallet”), is a non-custodial software tool that allows you to store and delegate your AXM Tokens. The non-custodial nature of the Wallet means that you hold sole control over your Tokens and are solely responsible for any and all acts performed with the Tokens, including but not limited to any transactions in and out of the Wallet, as well as your private keys. By creating a Wallet, it generates a set of encrypted keys, one public and one private, for your disposal. Encrypted keys may be used for receiving and sending AXM Tokens funds via the Network.
Wallet offers two distinct types of wallets to facilitate various functionalities: the Primary Wallet and the Delegation Wallet. Each serves specific purposes outlined below:
The Primary Wallet allows you to:
● Generate wallet addresses and associated private keys, facilitating the sending and receiving of AXM Tokens;
● Store non-delegated (‘free’) AXM Tokens that do not generate rewards;
● Delegate and transfer AXM Tokens directly from the Primary Wallet;
● Access AXM Token price information and transaction history through the Wallet's interface.
The Delegation Wallet allows you to:
● Stake AXM Tokens through the 'delegated proof of stake' (“DPoS”) mechanism. Upon delegation to Axiome Chain validators, Tokens automatically transfer from the Primary Wallet to the Delegation Wallet;
● Accumulate rewards for delegated tokens within the Delegation Wallet, continuously earning rewards for delegation;
● Undelegate AXM Tokens, meaning to withdraw all delegated Tokens back to the Primary Wallet, and
● Withdraw accumulated rewards from delegating AXM Tokens to the Primary Wallet.
Users are encouraged to utilize the functionalities of both the Primary and Delegation Wallets to maximize their engagement with the Axiome ecosystem. By creating a Wallet you warrant that you understand the distinctions and capabilities of each wallet type to effectively manage your AXM tokens and participation within the Network. For further guidance or inquiries regarding Wallet functionalities, you may refer to the User Manual.
Wallet Risk Disclaimer
We accept only AXM Token for transaction purposes. You agree and acknowledge that your use of our Wallet should be limited in regards to the specific virtual asset supported by the Wallet, specifically the native AXM Token. We shall not be liable for any attempt or event to store any unsupported Virtual Currency in your Wallet, deliberately or accidentally, and consequences arising from an act thereof.
You further acknowledge that the secure disposal and storage of your private and public keys is your sole responsibility. You must ensure the availability of a backup of all your data in regards to the Wallet, including but not limited to Wallet credentials, passphrases, identifiers, public and private keys, and Network addresses. We shall not be responsible nor liable for storing the said data and shall not be responsible for providing you a copy of the said data in the event of deliberate or accidental deletion, disposal, or loss of the data in question. You further understand that failure to store a backup of data in question may result in an inability to access and/or use your Wallet and AXM Tokens stored in it, including in the event of discontinuation or termination of certain Services.
Completion of any transaction is performed by recording a transaction in a relevant decentralized ledger, therefore confirming it in a network. Please note that blockchain networks are decentralized and peer-to-peer in nature. Therefore, we are not responsible for any confirmation of any transaction in regards to the AXM Token, as we exercise no control over the Network it is native to. You further acknowledge that your transactions may be delayed, or not be completed, in connection with the above-mentioned reasons. In addition, you acknowledge that for the same reasons, your transaction with the Token may not be reversed, cancelled, or modified once it has been placed.
The above-mentioned disclaimer of risk and reasons thereof apply to a similar extent to any event of a fork or other Network disruption. You understand that any such event, including forks, may lead to interruptions, delays, and partial or incorrect completions of transactions involving the Token, for which we shall assume no liability.
Delegation Program
By engaging with the DPoS delegation program ("Delegation Program"), you authorize a third party to stake AXM Tokens on your behalf, functioning as a transaction validator within the Network. In the event that a block of transactions is successfully validated through the utilization of such staked Tokens, the Network grants a corresponding reward (“Reward”). You explicitly acknowledge and consent that Axiome bears no responsibility for any of the following: (a) Your participation in and utilization of the Delegation Program; (b) Ensuring the continuity of Delegation on an uninterrupted and ongoing basis, and (c) Guaranteeing the staking or continuous staking of Tokens on your behalf.
You further agree and acknowledge that due to the inherent nature of the DPoS mechanism, the Delegation Program is fully autonomous and operates independently of Axiome’s control. As such, any actions or outcomes resulting from your involvement in, participation in and/or the use of the Delegation Program lies outside of Axiome's scope of responsibility. You should exercise due diligence and caution when participating in the Delegation Program, understanding the inherent risks and benefits associated with delegation activities through the DPoS mechanism. Should you require further clarification or assistance regarding the Delegation Program, we encourage you to seek guidance from the User Manual and refer to it for additional information.
Retrieval of Keys and Credentials
We shall not be liable for not assisting you in retrieving, storing, or providing copies of any Wallet passwords, keys, network addresses or transaction history. You are solely responsible for the secure storage of Wallet credentials, passwords, keys, passphrases, identifiers, and network addresses. You further acknowledge that failure to ensure secure storage of the above-mentioned data may result in an inability to access and use your Wallet as well as its retrieval by unauthorized third parties. Additionally, you should review your storage and security measures regularly to ensure safe storage of your data, including passwords, backup phrases and identifiers.
You should exercise caution and responsibility regarding the handling and safeguarding of your private keys. Private keys are generated on the User's side, within the App, utilizing the Cryptographically Secure Random Number Generation (“CSRNG”) method. The keys are then securely stored and protected using the device's keychain, adhering to strict security protocols for both iOS and Android platforms. Private keys are not transferred from the Network and remain solely stored on the User's device, enhancing security measures.
All account data within the Axiome ecosystem is generated based on the private key and remains immutable once created. Therefore, in the event of key loss or compromise, Axiome emphasizes that it cannot intervene or rectify the situation. Users are solely responsible for the protection and retention of their private keys. By engaging with the Services and creating the Wallet, you understand and acknowledge that there is no mechanism for altering the private key post-compromise, as all account-related data is connected to the original private key.
Nevertheless, in the event of private key compromise or loss, users are advised to take immediate action by creating a new account and transferring all AXM Tokens to the newly generated account.
AXM Token Ownership
Any AXM Tokens that you hold in your Wallet are your property. By no means shall we access and use any Tokens held in your Wallet for the purposes of transferring the ownership, loaning the said funds to you and third parties, claiming interests over the said funds on our or third parties’ behalf, etc.
As an owner of the AXM Tokens in your Wallet, you acknowledge the risks associated with buying and selling the Token (for more information, please see Annex 1 to these Terms). We shall not be liable for any losses as well as fluctuations in rates and value of the Token deposited into your Wallet;
We will not under any circumstances loan, transfer, sell, pledge or otherwise dispose of your Tokens deposited in your Wallet or engage with the Tokens in your Wallet in any other manner. As such, your Tokens will never be transferred, processed, and engaged with by us in any manner whatsoever.
5. Breach of Agreement
Prohibited Use
Your engagement with our Services must adhere to the principles of genuineness, competitiveness, fairness, and transparency. This section outlines practices that are strictly forbidden in relation to the Services and are considered violations of these Terms, subject to sanctions and remedies. The following actions and omissions are strictly prohibited in relation to your access to and use of our Services and shall constitute a breach of these Terms:
● Engaging in any activity that violates the laws, regulations, or legal instruments of countries where we operate, including but not limited to the laws of Costa Rica, and laws and regulations applicable to you, including, without limitation, illegal or otherwise prohibited trade, tax evasion, illegal gambling, fraud, money laundering, or terrorist activities.
● Engaging in any activity that violates international sanctions regimes, such as those imposed by the United Nations.
● Any act or attempt to deceive or trick any User or Axiome in connection with any activity performed by you through the use of our Services, including activities that may interfere with, impact, disrupt or otherwise adversely affect other Users’s ability to use the Services and enjoy their functionality. Additionally, such activities shall include soliciting third parties to commit the aforementioned acts or interacting with other Users or third parties to disrupt, coerce, intimidate, manipulate, or interfere with other Users’ activities and/or the Services.
● Activities with the intent to disrupt the normal operation of the Services, including activities that may interfere with, impact, disrupt, or otherwise adversely affect the provision of Services to you and other Users.
● Attempting to circumvent or otherwise compromise the safeguarding and security measures imposed by us in regard to access to the Services, the Website, and the App, in particular, the use of VPNs. In connection with the foregoing, engaging or attempting to engage with the Services from a jurisdiction that was determined by Axiome to be restricted or prohibited, including jurisdictions related to the residence of Restricted and Prohibited Persons, including by means of accessing the Services through an IP address associated with any of the aforementioned jurisdictions, is prohibited.
● Engaging in actions detrimental to cybersecurity, such as using unauthorized automated interfaces, attempting to overload or interfere with our systems, unauthorized access to customer accounts, introducing malware or malicious code, and other activities.
● Involvement in activities that infringe or violate intellectual property, including copyrights, trademarks, and trade secrets, without prior consent or authorization from us, constituting an infringement or violation of intellectual property laws;
● Use the Services in a way that, at our discretion, is aimed at committing acts of harassment, intimidation, abuse, harm, defamation, profanity, stalking, hate, threat, discrimination, violence, racial or any other form of intolerance, as well as intends to incite, encourage, or otherwise facilitate any of the aforementioned acts in regard to any User, Axiome, or person connected with Axiome;
These provisions apply to all Services provided by us without exception. We reserve the right to deny services and immediately terminate any relationship with Users engaged in any of the aforementioned Prohibited Use activities.
6. Limitation of Liability & Disclaimer of Warranties
Disclaimer of Liability
Any and all events of our indemnification, warranty, limitations of losses, and limitations of liability, shall be excluded to the fullest extent permitted by applicable law, unless explicitly stated otherwise herein. These Terms, along with any other agreements between you and us, shall not in any way exclude or limit liability that may not be limited or excluded under the relevant law.
You acknowledge and agree that in the event of a dispute with any User, neither we nor any of our partners, affiliates, service providers, officers, directors, employees, representatives, or any other affiliated parties or individuals shall bear any liability for claims, losses, actions, demands, costs, expenses, or damages arising from or related to such disputes. Any disputes of this nature shall be resolved solely between the concerned Users, irrespective of any affiliations with our aforementioned affiliates or ourselves.
Under no circumstances and in no event shall we, our affiliates, service providers, officers, directors, shareholders, members, attorneys, agents employees, representatives, and any other affiliated parties be liable in any manner, whether in contract, tort, negligence, strict liability, or otherwise, for any direct damages or consequential, indirect, incidental, special, exemplary, punitive or similar damages, or any loss of profits or revenues, whether incurred directly or indirectly, or any loss of data, use, goodwill, or other intangible losses, including (without limitation), if and to the extent that they might otherwise not be included in the foregoing, unforeseen financial losses, loss of opportunity, loss of capital, or business interruption, whether or not foreseeable, including in cases where you have been previously notified of the possibility of such damages arising, in connection with these Terms of Services or any other agreement, as well as your use or attempted use of our Website, App, Services, information, materials, views, opinions, projections, or estimates, except to the extent required by law, arising out of or in connection with and resulting from, without limitation: (a) your access and/or use or inability to access and/or use the Services; (b) any unauthorized access to or use of your Wallet address and/or private key, including in the event of your failure to maintain the security of your Wallet, such as losing or misplacing your private key or password to the Wallet address; (c) your acceptance of these Terms and/or entry into any other agreement with Axiome; (d) your inability to receive or hold the AXM Tokens; (e) any inaccuracy in the information provided by us to you; (f) any failure to provide a product or service on which you can utilize the Token; (g) any execution or settment of a transaction; (g) any delay or failure to carry out its obligations under this Agreement arising from any difficulties or delays experienced in obtaining any authorizations required to provide the Services; any difficulties or delays in the development of the technology or protocol required to the launch and provision of the Services; any force majeure event, or any cause beyond the our reasonable control, and any other matter relating to any performance or non-performance of any Axiome product or service, including AXM Token, the Network, the Website, the App, the Wallet and the Services.
This limitation of liability also encompasses the following: (a) damages, interruptions, and errors caused by computer viruses, malicious software, spyware, scamware, Trojan horses, worms, or any other malicious software or malware that may affect the operational state of your hardware and software and their security; (b) any phishing, spoofing, domain typosquatting, Network forks, replay attacks, double-spend attacks, sybil attacks, 51% attacks, mining difficulties, failure or malfunction of any communication, electronic and mechanical equipment, telephone, or other interconnection devices, changes in cryptography or consensus rules, branching of cybersecurity, hacking, and other relevant events, including force majeure events; (c) delays, disruptions, failures, disconnections, or malfunctions related to the processing of transactions or provision of Services; (d) unknown vulnerabilities or unanticipated changes to the Network; (e) server failures and loss and incorrect processing of data, including the events of incomplete processing, or the combination thereof; (f) erroneous or incorrectly compiled and/or initiated transactions, including the the event of errors and mistypes in wallet addresses; (g) any actions or inaction undertaken by us inrelation to your instructions or communication; (h) errors or any kinds, including, without limitation, typographical, printing, and human errors; (i) destruction, theft, loss, or unauthorized access to any content displayed on our Website, App and through our Services; or any other matter related to the Services, Website, App, and/or the Wallet, or any other aspect of the foregoing. We have no control and shall have no obligation to take any action regarding any of the foregoing, including any third-party content provided to you through our Services, in which case any terms, conditions, representations, warranties, and liabilities in relation to any such content shall be governed by the applicable agreements between you and any such third party.
Additionally, we shall not be liable for any damages arising from amendments, introductions, enforcement, repeal, or alteration of legislation, regulations, policies, and laws in force at any given time or date.
Without limitation of any provision of these Terms, excluding the cases of personal injury in accordance with applicable law, the aggregate maximum liability arising out of or in connection with these Terms, whether in contract, tort, misrepresentation, breach of statutory duty, breach of fiduciary duty, restitution, or otherwise, shall not exceed the total value of the Fixed Fees paid by you under these Terms, if any, in the three (3) months immediately preceding the event giving rise of the claim of liability. Any claims or actions arising out of or in connection with these Terms, whether in contract, tort, misrepresentation, breach of statutory duty, breach of fiduciary duty, restitution, or otherwise, shall be brought within six (6) months from the date on which the cause of action accrues. Claims not brought within this time limitation shall be deemed waived.
We are not obligated to provide cryptocurrency as compensation for damages or as a remedy.
This disclaimer of liability supersedes any other section, provision, or statement in these Terms.
Disclaimer of Warranties
Our Services, App, Wallet, Website, and any other aspect of the Services are provided to you on an "as is" and "as available" basis, without any warranties, whether express, implied, or statutory. We do not provide warranties of title, merchantability, data accuracy, system integration, quiet enjoyment, fitness for a particular purpose, or non-infringement. We do not make any guarantees that access to our Services will be continuous, uninterrupted, timely, or error-free.
Any information, materials, views, opinions, projections, or estimates we provide are for informative purposes only and are subject to change without prior notice. You are solely responsible for assessing the relevance, timeliness, accuracy, adequacy, completeness, reliability, and value of the information, materials, views, opinions, projections, or estimates provided on through our Services. We bear no liability for any direct or indirect damage or loss resulting from your use of this information.
We shall not and will not provide you with any software other than your access to the Services provided by Axiome in accordance with these Terms. In connection with the foregoing, you understand that the Services, blockchain technology, the Network, its ecosystem, and other cryptocurrency-related products and services are new and untested technologies outside of our control. Adverse changes in market forces, law, or technology shall excuse our performance under these Terms.
Furthermore, you agree and acknowledge that transactions utilizing blockchain technology, including the AXM Token, are susceptible to various potential failures. These include but are not limited to, high volume on the Network, computer failure, blockchain failure of any nature, user failure, token theft, platform hacking, and telecommunication or internet failure or disruption. We shall bear no responsibility for any loss of data, Tokens, or other cryptocurrency, hardware, or software arising from any form of failure, theft, or hacking.
None of our Services or information provided through them should be considered investment, financial, regulatory, tax, or legal advice. You should seek such advice from qualified professionals independently. Any decisions related to the use of our Services without professional advice are your own responsibility.
You acknowledge that any statements you rely on regarding the above notions are derived directly from these Terms, unless explicitly stated otherwise.
7. Indemnification
To the fullest extent permitted by applicable law, you hereby undertake to indemnify and hold us, along with any of our partners, affiliates, service providers, officers, directors, employees, representatives, and other affiliated parties or individuals (“Indemnified Party”) and each of their respective past, present, and future predecessors in interest, successors in interest, successors, predecessors, parent companies, subsidiaries, affiliates, employees, agents, representatives, insurers, heirs, devisees, executors, administrators, fiduciaries, trustees, conservators, officers, directors, members, managers, shareholders, attorneys, advisors, and assigns harmless from any and all past, present, or future claims, actions, causes of action, class actions, costs, demands, obligations, expenses, injuries, judgments, losses, suits, damages, fees, interest, expenses, compensation, class actions, or causes of action for declaratory or injunctive relief, restitution, compensatory, general, special, statutory, or punitive damages of any kind or nature whatsoever, whether known or unknown, foreseen or unforeseen, liquidated or unliquidated, anticipated or unanticipated, suspected or unsuspected, past, present, or future, direct or indirect, contingent or absolute, whether individual, collective, or representative, and whether based on tort, contract, or other theories of recovery, including, without limitation, reasonable attorneys’ fees and other costs of defense arising from the use of the Services by you or any third party, including but not limited to:
- Breach of any terms or conditions set forth in these Terms by you, including those arising from your use of our App and Services;
- Intellectual property infringement, such as use of the Services that infringes on our intellectual property rights, including in cases set forth in these Terms;
- Third-party claims, including events of claims or suits against us brought up by a third party due to your actions;
- Personal and security data breaches caused by your actions or negligence;
- Misuse of Services, if such misuse breached any of the terms and conditions outlined in these Terms and/or causes damages to us and/or other Users;
- Unlawful activities, such as violation of laws and regulations, or the rights of any third party;
- Harm to our reputation, if your actions have caused harm to our reputation as a Service provider;
- Cancellation or termination of any transactions resulting in a negative balance;
- Feedback, comments, or submissions provided by you.
8. Privacy Policy
We collect, use, and share your personal information in accordance with our obligations and legal requirements laid down by applicable law. To gain a deeper understanding of our data collection, usage, storage, sharing, and transfer practices, as well as your rights as a data subject, please refer to our Privacy Policy. This Privacy Policy is an integral part of these Terms and should be considered in conjunction with other provisions contained herein.
9. Intellectual Property
Intellectual Rights Ownership
Axiome shall retain all intellectual property rights in regard to the Services, the Website, the App, and other relevant materials and content presented in connection with Axiome. We reserve all rights, title, and interest in their intellectual property, encompassing patents, designs, copyrights, related rights, database rights, know-how, confidential information, trademarks, goodwill, trade names, rights to apply for registration, inventions, discoveries, processes, methods, compositions, formulae, techniques, information, and data, whether patentable, copyrightable, or protectable in trademark, and all trademarks, copyrights, or patents derived from them (“IP Rights”).
Our IP Rights shall include all other rights of a similar nature or having an equivalent effect worldwide, whether currently existing or recognized in the future. Our IP Rights further extend to applications, extensions, and renewals. You may not utilize any of our IP Rights without our express, prior, written consent, which may be granted at our sole discretion and may be revoked at any time. Except as expressly provided in these Terms, you shall not be entitled to any IP Rights for any purpose. We retain sole ownership, including all rights, title, and interests in and to our IP Rights. You explicitly understand and acknowledge that by accessing and using our Services pursuant to these Terms, you shall not:
● acquire or be entitled to any IP Rights;
● make any claims related to the IP Rights or equivalent rights; or
● use, attempt to use, copy, imitate, or modify any IP Rights without the prior our written consent.
Furthermore, under no circumstances shall you acquire any proprietary rights in any computer hardware or software used by Axiome or our affiliates.
Limited License
Hereby you are granted a limited, personal, non-commercial license to use materials and content protected by intellectual property rights solely in connection with your use of our Services. Any use of these materials and content beyond the scope of this license constitutes an infringement of intellectual property rights and may lead to legal action initiated by us.
Prohibited Actions
Distribution and sharing of our materials and content on third-party websites, file hosting apps, and similar services are strictly prohibited. Additionally, we forbid reproduction, display, public performance, distribution, and use of our materials and content for any public and commercial purposes.
Any copying or sharing of our materials and content must be preceded by a formal request for permission from us, which will be granted only through a written notice explicitly permitting such actions. Furthermore, you agree to retain any watermarks, copyright signs, and other relevant copyrights and proprietary notices associated with these materials and content as originally provided.
Modification, Alteration, and Sale
Modification, alteration, and sale of our materials and content are strictly prohibited and subject to the protections afforded by intellectual property regulations.
In the event that you provide any suggestions to us or any party indemnified under the Terms herein, you hereby acknowledge that all rights, title, and interest pertaining to such suggestions shall become our exclusive property, regardless of whether you designate the suggestions as confidential or proprietary. The indemnified parties retain the unrestricted right to use, transfer, and hypothecate these suggestions. You hereby irrevocably assign to us all rights, title, and interest in and to such suggestions and agree to provide any necessary assistance to us for documenting, perfecting, and maintaining our rights in the suggestions.
10. Dispute Resolution by Arbitration
Terms of Arbitration
Any dispute, controversy, or claim arising out of or in connection with this SAFT, including any disputes regarding its existence, validity, breach, or termination, shall be finally settled by arbitration under the International Center for Conciliation and Arbitration of the Costa Rican North American Chamber of Commerce (“CICA”), specifically following the CICA Regulations pertaining to resolution disputes, in force on the date of commencement of the proceedings.
The arbitration proceedings and the resolution of disputes shall be governed by the substantive laws of Costa Rica, including the CICA Regulations pertaining to resolution disputes, excluding any conflict of law principles that may lead to the application of laws other than those of Costa Rica.
The validity, existence, scope, and enforceability of this arbitration clause shall be governed by the laws of Costa Rica, specifically following the CICA Regulations pertaining to resolution disputes.
The seat of arbitration shall be San José, Costa Rica. All arbitration hearings and related proceedings shall take place at the premises of the CICA, located at Avenida 9 y calle 46 Edificio AmCham Plaza, San José Province, San José, 10108, Costa Rica.
Institutional arbitration shall apply, and the arbitration proceedings shall be conducted under the auspices of the CICA, specifically following the CICA Regulations pertaining to resolution disputes.
The dispute shall be resolved by a tribunal composed of three arbitrators. Each party shall appoint one arbitrator within seven (7) days after the commencement of the arbitration proceedings. The two party-appointed arbitrators shall appoint a third arbitrator, who will act as the presiding arbitrator, within seven (7) days of their appointment. If the party-appointed arbitrators fail to agree on the presiding arbitrator, the presiding arbitrator shall be appointed by the CICA, following the CICA Regulations pertaining to resolution disputes.
The language of the arbitration proceedings shall be Spanish.
The arbitral award shall be final and binding upon the parties and enforceable in any court of competent jurisdiction. Judgment upon the award rendered by the arbitrators may be entered in any court having jurisdiction thereof.
Explicit Waiver of Dispute Resolution by Trial, Class Arbitration, and Representative Proceedings
By agreeing to these Terms, you expressly and irrevocably waive any right to a trial by court or to have any dispute, controversy, or claim arising out of or in connection with these Terms heard by a court of law. You agree to resolve any and all such disputes exclusively through arbitration as per the terms outlined in this Section. This waiver applies to any action, suit, or proceeding in any jurisdiction, whether at law or in equity, arising out of or in connection with these Terms.
Furthermore, you expressly agree that any dispute, controversy, or claim arising out of or relating to these Terms or their breach, termination, enforcement, interpretation, or validity, including the determination of the scope or applicability of this agreement to arbitrate, shall be resolved through individual arbitration.
There shall be no class arbitration, consolidated arbitration, or arbitration in which an individual attempts to resolve a dispute as a representative of another individual or group of individuals. Furthermore, no dispute may be brought as a class or other type of representative action, whether within or outside of arbitration or on behalf of any other individual or group of individuals.
Only individual arbitration will be allowed under these Terms, and the arbitrator may not consolidate more than one person's claims or otherwise preside over any form of a representative or class proceeding. Any relief awarded to an individual shall be limited to the relief specifically provided for in these Terms.
11. Force Majeure
You agree and acknowledge that we shall not be liable for any performance failures, events of downtime, interruptions, unavailability of our Services, as well as other malfunctions and delays resulting from any event or cause occurring regardless of our forecasting and beyond our direct and indirect control (“Force Majeure”). The following circumstances shall be deemed Force Majeure within the meaning of these Terms: earthquake, flood, fire, government regulations or orders of state bodies; economic blockades and embargoes; risk of international, supranational and national sanctions and the inclusion of any person in the corresponding sanction list, User's incarceration, imprisonment or arrest, acts of war, natural and nuclear disasters, epidemic and pandemic, acts of military and civil authorities, terrorism, sabotage, strike or other relevant labour dispute, accident, proclamation and enforcement of state of emergency, malfunction of any soft- and hardware, communication lines and means, Internet and network service providers.
If the User becomes subject to international, supranational or national financial and other sanctions, whether directly or indirectly, regardless of their legally binding effect onus, we have the right to withdraw from these Terms unilaterally without giving a prior notice of withdrawal. All and any transactions and relationships concluded or executed with you subject to the aforementioned sanctions, whether directly or indirectly, will be terminated and your access to your Account and our Services will be terminated immediately.
12. Risk Disclosure and Disclaimer
You hereby acknowledge and agree that your access to and utilization of our Services is entirely your own responsibility, undertaken at your own risk. The risk associated with engaging in cryptocurrencies is high. Prior to utilizing our Services, you should, at your own discretion, assess your financial and circumstantial circumstances and evaluate whether the use of our Services is suitable for you. You must be aware of the potential for complete and irreversible loss of your financial assets and recognize that recovering from such a loss may prove to be challenging or even impossible.
You hereby affirm and acknowledge that the risk involved in transacting, exchanging, and trading cryptocurrencies is significant, and you may incur losses within a short span of time. The liquidity profile of cryptocurrencies is subject to constant and unpredictable fluctuations, which may be substantial, and transactions involving cryptocurrencies may be irreversible, potentially resulting in significant or complete losses in cases of fraudulent or accidental transactions, with recovery being difficult or impossible. In addition, cryptocurrency markets may cease to exist due to the unwillingness of participants to use or exchange a particular cryptocurrency, resulting in irreversible loss of your funds contributed in that specific cryptocurrency, including the AXM Token. Note that the aforementioned risk factors are not exhaustive and may vary depending on changes in legislation, your financial status, and other factors related to the use of cryptocurrencies, including by means of engaging with our Services.
Hereby you acknowledge and agree that the value of the AXM Tokens is subject to market fluctuations and may be influenced by various factors, including but not limited to market demand, technological advancements, regulatory developments, and macroeconomic trends. You understand that the value of the AXM Tokens may decrease, and we give no guarantee of any particular value or return on your contribution in the Token.
You further acknowledge that the AXM Tokens may have limited liquidity in the market, and their value may experience significant volatility. You understand the risks associated with price volatility and the potential impact on the ability to sell or transfer the Tokens at desired prices.
You recognize that the successful development and completion of our Services, including the AXM Token, the Wallet, the App, and the Network, as well as the realization of its intended functionalities, are subject to various factors, including technical challenges, regulatory changes, and the effectiveness of the development team. You understand that any of the foregoing aspects of our Services may not be completed or may not function as intended.
You acknowledge that the stability of the Services, including the Network, may be influenced by factors beyond the control of the Beneficiary, including but not limited to hacking attempts, distributed denial-of-service attacks, and other security breaches. This stability may be affected by other various factors, including but not limited to insufficient funding, fluctuations in the value of funding received, the departure of key team members, challenges in recruiting necessary personnel, insufficient public support, competitive pressures, or the failure of third-party service providers and partners to fulfill their obligations effectively. The contingency of the provision of the Services to you is subject to a range of external variables, and there is no assurance that the Services will be provided uninterruptedly and without error.
You acknowledge and agree that maintaining access to the Wallet containing the AXM Tokens is crucial for the management and transfer of the AXM Tokens via the Network. Loss of access to the Wallet, whether due to technical issues, loss of private keys, or other reasons, may result in the permanent loss of the Tokens.
You recognize the inherent risks associated with blockchain and smart contract technologies, including the risk of bugs, flaws, or vulnerabilities that may be exploited by malicious actors. You understand that the security of the Services and the Network is contingent upon the effective implementation of security measures. You further acknowledge and agree that the security of your login details and associated credentials, including but not limited to passwords, private and public keys, identifiers, passphrases, backup data, and other pertinent data, including those attributable to third-party apps and service providers is entirely your individual responsibility. You are obligated to maintain control over your security details to preclude unauthorized access, unauthorized use, loss, modification, alteration, theft, or breach of your security data. By agreeing to these Terms, you acknowledge your understanding and acceptance of your responsibilities for maintaining the security of your credentials and data.
You acknowledge that the underlying technology of the Services, the Tokens, and the Network may be subject to flaws, bugs, or disruptions that could impact the proper functioning of the Tokens and understand the risks associated with technological flaws and implications.
You understand and acknowledge that the commercial success of the Services and any and all products and services connected to them, including the AXM Token and the Network, is uncertain. We make no representations or warranties regarding the success of the Services, the Token or the Network or their adoption and utilization.
You understand that the use, value, availability, and exchange of cryptocurrencies are contingent upon the prevailing laws and regulations, which may change due to legislative amendments, introductions, or repeals. As such, you recognize that the regulatory environment for virtual asset tokens, blockchain technology, and decentralized networks is constantly evolving. Changes in regulatory requirements or interpretations may have a significant impact on the legal status, transferability, and value of the AXM Tokens as well as the overall state of provision of our Services, for which the Beneficiary assumes no liability.
13. Communication and Support
To assist you in addressing questions or issues related to your use of our Services, we provide the following customer support resources designed to ensure a responsive User experience.
- A comprehensive User Manual that covers a wide range of common queries and concerns. The User Manual serves as the initial point of reference for addressing common account-related inquiries which you may utilize before raising your concerns directly with the dedicated Support Team.
- For more personalized and Account-specific inquiries, or other questions not explicitly covered by our User Manual, we maintain a dedicated Support Team. You may reach out to our Support Team by sending an email to [email protected].
14. Notifications, Newsletter, and Updates
We prioritize transparent and timely communication with our Users regarding Account-related matters. To ensure you stay informed, we primarily utilize Telegram as our primary and official communication channel. As such, all important updates, notifications, and announcements related to our Services will be posted on our Telegram channel.
In addition to the above-mentioned channels, we offer newsletters and periodic updates to keep you informed about noteworthy developments, changes, and enhancements to our Services. You can expect to receive these updates via Telegram.
15. Final Provisions
Access and Availability
We do not provide an assurance or warranty of flawless and uninterrupted access to our Services. Furthermore, while our customer support aims to offer timely and efficient responses within reasonable periods, we do not guarantee the specific timing of these responses. Under no circumstances shall we be held liable for any damages arising from events affecting the accessibility and availability of our Services.
Compliance with Applicable Law
It is your sole responsibility to ensure your compliance with all applicable laws, regulations, licensing requirements, and other relevant legislation. This includes but is not limited to, adhering to laws pertaining to personal data protection, anti-money laundering, the prevention of terrorist financing, and taxation.
We bear no liability for any breaches of applicable laws and regulations that may arise from your utilization of our Service. Furthermore, we shall not be held accountable for any damages or consequences resulting from such breaches.
Changes and Amendments to Terms
We reserve the right to make changes and amendments to these Terms and other agreements established by us to accommodate amendments in legislation or for other valid reasons. You will be notified of any such alterations via email and on our Website, with a minimum one-month notice period prior to their implementation. Please be aware that unless you object or provide written notice to us before the effective date of the changes and amendments, your acceptance is assumed. Within this one-month notice period, you shall have the right to terminate any agreement with us.
It is important to note that, in certain circumstances and to the extent permitted by applicable law, changes and amendments may need to take immediate effect or within a shorter notice period. In such cases, you will receive prompt notification of these modifications taking immediate effect, along with information regarding your right to promptly terminate the agreement and discontinue your use of our Services. Prior versions of these Terms and other agreements will remain accessible on our Website for your reference.
Tax Compliance
We do not offer tax advice and should not be considered as a tax advisor. It is your sole responsibility to seek professional tax guidance from qualified experts in your jurisdiction. Furthermore, we do not have control over the determination of whether your transactions in the AXM Token and/or any Rewads granted as a result of your participation in the Delegation Program are subject to applicable taxes in your jurisdiction, nor can we dictate the procedures and obligations associated with tax withholding, reporting, and collection to the relevant authorities in your tax residence country.
Interaction with Law Enforcement
We reserve the right to engage in correspondence and communication with law enforcement authorities, including but not limited to courts, regulators, and policymakers. Such communication may be initiated at our discretion concerning your utilization of our Services or in response to requests, inquiries, or orders from the aforementioned law enforcement authorities in compliance with applicable laws and regulations.
Entire Agreement
These Terms, along with all other agreements established by us, constitute the entire agreement between us and you. These Terms supersede and take precedence over any prior discussions, agreements, understandings, inducements, or representations, whether in written or oral form.
Severability
You acknowledge and agree that in the event any provision of these Terms is rendered invalid or unenforceable due to changes in, and the enactment of new versions of, laws, regulations, or other legal instruments by competent authorities in Costa Rica, we will modify the affected provisions to ensure their subject matter remains valid and enforceable within the scope of applicable law as per the most recent amendments. Furthermore, the validity and enforceability of the other provisions of these Terms shall not be affected.
Change of Control
You acknowledge that in the event of us being acquired, merged, or transferred to another legal entity, your data, including personal data, may be disclosed to the acquiring third party in accordance with the rights arising from such acquisition, merger, or transfer.
Survival
Any provisions that, in accordance with applicable law and to the extent permitted by it, survive the termination or expiration of these Terms, including but not limited to the suspension, restriction or termination of your access to our Services, debts owed to us, general usage clauses and provisions, etc., shall remain in force and enforceable after the termination or expiration of these Terms.
Language
The original language of these Terms is English. Any translations, including those made by third-party tools and applications, as well as versions of these Terms in other languages provided by us or other third parties, are provided for your convenience and understanding and shall not be considered as accurate interpretations or representations of the original provisions. In case of any discrepancies or inconsistencies with the English language version of these Terms, the English language version shall prevail.
Governing Law and Jurisdiction
Irrespective of your location, these Terms and the relationship between you and us shall be governed by the laws of Costa Rica.
