Axes Terms of Use

Introduction

These Terms of Use (“Terms”) are entered into between you (“you,” “your,” or “User”) and Axes LLC (“the Company,” “Axes,” “we,” “us,” or “our”), a limited liability company duly incorporated under the laws of Saint Vincent and the Grenadines.

These Terms govern your access to and use of the following:

• Content Features (optional): Informational content, data, commentary, research, analytics, educational materials, and other information relating to markets, events, or other topics that may be made available through the Interfaces (“Content Features”). Content Features are provided for general informational purposes only and do not constitute financial, investment, legal, tax, or other professional advice.
• Technology Features: Interfaces that allow you to connect a self-hosted cryptocurrency wallet (“Wallet”) to broadcast transactions to supported blockchain networks to interact with event-based binary outcome contracts or similar on-chain mechanisms (“Contracts”) in a non-custodial manner, together with any related user interface components (the “Technology Features”).
• Platform: The combination of Content Features and Technology Features, together with any supporting infrastructure, APIs, and services made available by Axes (the “Platform”).
• Site: The website located at https://axes-theta.vercel.app, including all subdomains, and any successor URLs (the “Site”).
• Interfaces: The Site, any mobile applications, browser extensions, widgets, APIs, and any other means through which Axes makes the Platform available (collectively, the “Interfaces”).
• Features: Content Features, Technology Features, and all other features, tools, functionalities, and services available through the Interfaces (collectively, “Features”).

The Terms include any policies, guidelines, or supplemental documents that expressly incorporate these Terms by reference, as well as our Privacy Policy (collectively, the “Agreement”). By accessing or using any Interface or Feature, you acknowledge that you have read, understood, and agree to be bound by this Agreement. If you are accessing or using the Interfaces or Features on behalf of an entity, you represent and warrant that you have the authority to bind such entity to this Agreement, and all references to “you” shall include such entity.

NOTICE: PLEASE READ THESE TERMS CAREFULLY. BY ACCESSING OR USING ANY INTERFACE OR FEATURE (INCLUDING, WITHOUT LIMITATION, CONNECTING A SELF-HOSTED WALLET, CREATING AN ACCOUNT OR IDENTIFIER, OR INTERACTING WITH ANY CONTRACT OR MARKET), YOU REPRESENT THAT YOU ARE LEGALLY ABLE TO ENTER INTO A BINDING AGREEMENT AND THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS IN THEIR ENTIRETY, INCLUDING THE BINDING ARBITRATION CLAUSE AND CLASS ACTION WAIVER SET FORTH BELOW. IF YOU DO NOT AGREE TO ANY PART OF THESE TERMS, YOU MUST NOT ACCESS OR USE THE INTERFACES OR FEATURES.

RESTRICTED PERSONS: THE TECHNOLOGY FEATURES ARE NOT OFFERED TO AND MAY NOT BE USED BY PERSONS OR ENTITIES WHO RESIDE IN, ARE LOCATED IN, ARE INCORPORATED IN, HAVE A REGISTERED OFFICE IN, OR HAVE THEIR PRINCIPAL PLACE OF BUSINESS IN THE UNITED STATES OF AMERICA OR ANY OTHER RESTRICTED JURISDICTION (AS DEFINED BELOW). IF YOU ARE A RESTRICTED PERSON, DO NOT ATTEMPT TO ACCESS OR USE THE TECHNOLOGY FEATURES. USE OF A VIRTUAL PRIVATE NETWORK (“VPN”) OR ANY OTHER PRIVACY OR ANONYMIZATION TOOL OR TECHNIQUE TO CIRCUMVENT OR ATTEMPT TO CIRCUMVENT ANY RESTRICTIONS THAT APPLY IS STRICTLY PROHIBITED.

The Site and Features

The Site and Features provide access to information about event-based markets and, through the Technology Features, allow you to interact with Contracts deployed on supported blockchain networks. The Platform may display market data, pricing information, probabilities, event outcomes, historical data, and other informational content. All such information is provided for general informational and educational purposes only and does not constitute an offer, solicitation, recommendation, endorsement, or advice of any kind.

Non-Custodial Nature. Axes does not operate a centralized exchange, does not provide trade execution or clearing services, does not take possession or custody of your digital assets at any time, and does not act as your agent, broker, dealer, fiduciary, or counterparty. Axes does not hold, control, or have access to your funds, tokens, or other digital assets. All transactions you initiate through the Technology Features are executed directly on the relevant blockchain network through smart contracts. You retain full control of your Wallet and assets at all times.

Wallet Responsibilities. When you connect a Wallet to the Interfaces, you understand and agree that:

• You are solely responsible for the security and management of your Wallet, including safeguarding all private keys, seed phrases, recovery phrases, passwords, PINs, and other security credentials. Loss of these credentials may result in the permanent and irreversible loss of your digital assets.
• Axes cannot access your private keys, cannot reverse, cancel, or modify any transaction you have initiated, and cannot control, guarantee, or ensure the success, timing, or outcome of any transaction.
• Transactions may require the payment of non-refundable network fees (commonly referred to as “gas fees”), which are determined by the relevant blockchain network and are solely your responsibility. Axes does not receive, benefit from, or have any control over such fees.

Blockchain Risks. You acknowledge that blockchain technology is inherently subject to risks, including but not limited to: smart-contract bugs or vulnerabilities; protocol-level exploits; network congestion, delays, or outages; blockchain reorganizations or forks; validator or miner failures; front-running or MEV extraction by third parties; and the irreversible nature of blockchain transactions. You assume all risks associated with interacting with blockchain networks and smart contracts.

Third-Party Infrastructure. The Interfaces and Features rely on third-party infrastructure, including but not limited to blockchain networks, validators, nodes, RPC providers, oracles, indexers, bridges, and data providers. Axes does not own, operate, or control any of these third-party systems and makes no representations, warranties, or guarantees regarding their availability, reliability, accuracy, security, or performance.

Contract Resolution. Resolution of Contracts (where applicable) occurs solely in accordance with the market-specific rules and any third-party oracle or dispute resolution mechanism referenced in the relevant market terms. Resolution outcomes are determined by the applicable oracle or resolution source and are final once settled on-chain. Axes does not control, determine, or guarantee resolution outcomes and is not responsible for disputes between market participants regarding resolution.

Pricing. Any pricing, probability, or market data displayed on the Interfaces is provided for informational purposes only. Such data may be delayed, inaccurate, or incomplete and does not constitute an offer, bid, ask, or guaranteed price at which any transaction can be executed. Actual execution prices may differ materially from displayed prices.

Site Availability. Axes does not guarantee that the Site, Interfaces, or Features will be available at all times or without interruption. The Site, Interfaces, or Features may be unavailable from time to time due to maintenance, upgrades, technical issues, force majeure events, or other reasons. We reserve the right to modify, suspend, or discontinue any part of the Site, Interfaces, or Features (including placing Features in a close-only or read-only mode) at any time, with or without notice, and without liability to you.

Eligibility; Sanctions; Restricted Jurisdictions

By accessing or using the Interfaces or Features, you represent and warrant that:

• Age. You are at least 18 years of age (or the age of majority in your jurisdiction, whichever is higher) and have the legal capacity and authority to enter into this Agreement.
• Sanctions Compliance. You are not, and are not acting on behalf of, any person or entity that is (a) identified on any sanctions list maintained by the U.S. Office of Foreign Assets Control (“OFAC”), the European Union, the United Kingdom, the United Nations Security Council, or any other applicable governmental authority; (b) located in, organized in, or a resident of any country or territory that is the subject of comprehensive country-wide or territory-wide sanctions; or (c) otherwise blocked or prohibited from transacting under applicable sanctions, anti-money laundering (“AML”), or counter-terrorist financing (“CTF”) laws and regulations.
• Restricted Jurisdictions. You are not accessing, using, or attempting to use the Technology Features (including trading or interacting with Contracts) from any jurisdiction in which such activity is prohibited or restricted (“Restricted Jurisdictions”). Without limiting the foregoing, use of the Technology Features for trading or interacting with Contracts is not permitted by persons or entities who reside in, are located in, are incorporated in, have a registered office in, or have their principal place of business in: theUnited States of America, theUnited Kingdom, France,Ontario (Canada),Singapore, Poland,Thailand,Australia,Belgium, Taiwan, or any comprehensively sanctioned country or region (including, without limitation, Iran,Syria,Cuba,North Korea, and the Crimea,Donetsk, orLuhansk regions), or in any other jurisdiction where applicable law prohibits such use.
• VPN Prohibition. You will not use a virtual private network (“VPN”), proxy server, Tor, or any other privacy or anonymization tool, technique, or technology to circumvent or attempt to circumvent any geographic restrictions, access controls, or eligibility requirements imposed by Axes or applicable law. Any attempt to do so constitutes a material breach of these Terms.
• Sophistication. You have sufficient knowledge, experience, and understanding of blockchain technology, digital assets, smart contracts, and event-based markets to evaluate the risks and merits of any transaction you enter into through the Technology Features. You are not relying on Axes for any assessment of whether a particular transaction or strategy is suitable, appropriate, or advisable for you.
• Applicable Law Compliance. Your access to and use of the Interfaces and Features complies with all applicable laws, rules, regulations, orders, and directives in your jurisdiction, including but not limited to securities laws, commodities laws, gambling and wagering laws, tax laws, AML/CTF laws, and data protection laws.
• Financial Risks. You acknowledge and accept that interacting with Contracts involves significant financial risk, including the risk of total loss of all digital assets used in connection with such Contracts. Prices of digital assets are highly volatile. Past performance is not indicative of future results. You should never interact with Contracts using assets that you cannot afford to lose.

If any of the foregoing representations or warranties becomes untrue at any time, you must immediately cease all access to and use of the Technology Features. Continued use of the Technology Features after any such representation becomes untrue constitutes a material breach of these Terms.

Modifications

To the Terms. We reserve the right to modify, amend, supplement, or replace these Terms at any time and at our sole discretion. If we make material changes, we will use commercially reasonable efforts to provide notice (for example, by posting a notice on the Site, updating the “Last updated” date above, or sending an in-app notification). Your continued access to or use of the Interfaces or Features after the effective date of any modification constitutes your acceptance of the modified Terms. If you do not agree to the modified Terms, you must immediately stop using the Interfaces and Features.

To the Site and Features. We reserve the right to modify, update, suspend, or discontinue any aspect of the Site, Interfaces, or Features (in whole or in part) at any time, with or without notice, and without liability to you. This includes, without limitation, adding or removing features, placing Features in a close-only or read-only mode, changing supported blockchain networks, modifying available markets, adjusting fee structures, and restricting access based on jurisdiction or eligibility criteria.

Your Responsibilities and Prohibited Conduct

You are solely responsible for your use of the Interfaces and Features and for ensuring that such use complies with these Terms and all applicable laws. You agree to use the Interfaces and Features only for lawful purposes and in accordance with these Terms. Without limiting the foregoing, you agree that you will not:

• Violate any applicable law, statute, regulation, ordinance, rule, treaty, or order of any governmental authority.
• Use the Technology Features from a Restricted Jurisdiction or for or on behalf of any restricted person or entity.
• Use a VPN, proxy, Tor, or any other privacy or anonymization tool to circumvent or attempt to circumvent any geographic restrictions, access controls, or eligibility requirements.
• Provide false, inaccurate, misleading, or deceptive information to us or to other users of the Interfaces or Features.
• Create or maintain more than one account or identifier for the purpose of evading restrictions, sanctions, or bans.
• Interfere with, disrupt, degrade, impair, or overburden the Interfaces, Features, or any servers, networks, or infrastructure connected thereto.
• Introduce any virus, worm, Trojan horse, ransomware, spyware, adware, or other malicious code or software into the Interfaces or Features.
• Attempt to gain unauthorized access to the Interfaces, Features, or any accounts, systems, or networks connected thereto through hacking, password mining, brute force, social engineering, or any other means.
• Scrape, crawl, spider, harvest, or use any automated tools (including bots, scrapers, or crawlers) to extract, collect, or store data from the Interfaces or Features, except as expressly permitted by Axes in writing or through a published API with documented terms.
• Reverse engineer, decompile, disassemble, decode, or otherwise attempt to derive the source code of any software used in connection with the Interfaces or Features, except to the limited extent such activity is expressly permitted by applicable law notwithstanding this restriction.
• Copy, reproduce, distribute, sublicense, lease, lend, sell, resell, or commercially exploit the Interfaces, Features, or any content therein, except as expressly permitted under these Terms.
• Use the Interfaces or Features to engage in, facilitate, or promote any illegal activity, including but not limited to fraud, money laundering, terrorist financing, or the violation of any sanctions program.
• Infringe or misappropriate the intellectual property rights, privacy rights, publicity rights, or other proprietary rights of any person or entity.
• Harass, threaten, intimidate, defame, or abuse any person, including other users of the Interfaces or Features, or Axes personnel.
• Upload, post, transmit, or otherwise make available any content that is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of privacy, hateful, or otherwise objectionable.

Trading Integrity. Without limiting the generality of the foregoing, you agree that you will not engage in any of the following abusive, manipulative, or deceptive trading practices:

• Spoofing and Layering: Placing orders with the intent to cancel them before execution in order to create a misleading impression of market demand or supply.
• Wash Trading: Engaging in transactions where the same beneficial owner is on both sides of the trade, or coordinating with others to create the false appearance of trading activity, volume, or liquidity.
• Front-Running: Using advance knowledge of pending orders or transactions (whether obtained through access to non-public information, MEV extraction, or otherwise) to trade ahead of such orders for your own benefit.
• Cornering and Squeezing: Accumulating a dominant position in a Contract or related asset for the purpose of manipulating the price or outcome of that Contract.
• Pre-Arranged Trading: Entering into pre-arranged or non-competitive transactions with another party outside the ordinary market mechanism.
• Market Manipulation: Engaging in any other conduct that is designed to, or has the effect of, artificially influencing the price, volume, outcome, or resolution of any Contract, including spreading false or misleading information.
• Insider Trading: Trading on the basis of material non-public information regarding the outcome of events underlying any Contract, or communicating such information to others for the purpose of enabling them to trade on it.

We may, at our sole discretion, investigate any suspected violation of these Terms and take any action we deem appropriate, including but not limited to: issuing warnings; suspending or terminating your access to the Interfaces or Features; voiding, reversing, or adjusting transactions; reporting suspicious activity to law enforcement or regulatory authorities; and cooperating with investigations by governmental authorities. You agree to cooperate with any such investigation.

Additional Information; Verification

We or our compliance service providers, identity verification vendors, or other agents acting on our behalf may, at any time, request additional information or documentation from you to verify your identity, eligibility, source of funds, or compliance with these Terms and applicable law. Such requests may include, without limitation, government-issued identification documents, proof of address, tax identification numbers, or information regarding the source and origin of your digital assets.

You agree to provide all requested information promptly and accurately. Failure to provide satisfactory information in a timely manner may result in the denial, suspension, or termination of your access to some or all Interfaces or Features, including the freezing or restriction of any pending transactions or positions. We reserve the right to deny access to any person or entity for any reason or no reason, at our sole discretion.

Feedback and Content License

If you submit, post, upload, or otherwise provide any feedback, suggestions, ideas, comments, bug reports, support requests, improvements, or other content to Axes through any channel (including through the Interfaces, email, social media, or community forums) (collectively, “Feedback”), you hereby grant Axes a worldwide, non-exclusive, royalty-free, fully paid-up, transferable, sublicensable (through multiple tiers), irrevocable, and perpetual license to use, reproduce, modify, adapt, translate, publish, publicly display, publicly perform, distribute, create derivative works from, and otherwise exploit such Feedback in any medium and for any purpose, including for the purpose of providing, improving, promoting, and marketing the Interfaces and Features.

You represent and warrant that: (a) you own or otherwise control all rights necessary to grant the license described above; (b) your Feedback does not violate any applicable law or infringe, misappropriate, or violate the rights of any third party; and (c) your Feedback does not contain any confidential or proprietary information of any third party. You acknowledge that Axes is under no obligation to use, acknowledge, or compensate you for any Feedback.

Intellectual Property

Ownership and License. Except for rights expressly granted to you under these Terms, Axes and its licensors retain all right, title, and interest in and to the Interfaces and Features, including all associated intellectual property rights (including patents, copyrights, trademarks, trade secrets, trade dress, and moral rights). The Axes name, logo, and all related names, logos, product and service names, designs, and slogans are trademarks of Axes or its affiliates or licensors. You may not use such marks without the prior written permission of Axes. Subject to your compliance with these Terms, Axes grants you a personal, revocable, non-exclusive, non-transferable, non-sublicensable, limited license to access and use the Interfaces and Features solely as made available to you by Axes and solely for your own personal, non-commercial use (unless otherwise expressly permitted in writing).

Reciprocal License. To the extent that any of your interactions with the Interfaces or Features generate data, metadata, transaction records, or other information that is recorded on a public blockchain or otherwise made publicly available, you acknowledge that such information is inherently public and may be used by Axes and others without restriction. To the extent any such information constitutes your intellectual property, you grant Axes a non-exclusive, worldwide, royalty-free, perpetual, irrevocable license to use, reproduce, display, and distribute such information in connection with the operation and improvement of the Interfaces and Features.

Third-Party Services

The Interfaces and Features may contain links to, integrate with, or otherwise interact with third-party websites, applications, services, protocols, smart contracts, oracles, data providers, or content (collectively, “Third-Party Services”). Third-Party Services are not under the control of Axes, and the inclusion of any link to or integration with a Third-Party Service does not imply endorsement, approval, or recommendation by Axes.

Your use of any Third-Party Service is at your sole risk and is governed by such Third-Party Service’s own terms of use, privacy policies, and other applicable agreements. Axes is not responsible or liable for the content, accuracy, availability, legality, security, or practices of any Third-Party Service, or for any damages, losses, or costs arising from your use of or reliance on any Third-Party Service. You should review the terms and privacy policies of any Third-Party Service before using it or providing any information to it.

Indemnification

To the fullest extent permitted by applicable law, you agree to defend, indemnify, and hold harmless Axes LLC, its parent companies, subsidiaries, affiliates, licensors, service providers, and their respective officers, directors, members, managers, employees, contractors, agents, successors, and assigns (collectively, the “Protected Parties”) from and against any and all claims, demands, suits, actions, investigations, proceedings, damages, settlements, losses, liabilities, deficiencies, costs, and expenses (including but not limited to reasonable attorneys’ fees, expert witness fees, court costs, and costs of investigation and litigation) (collectively, “Losses”) arising out of or relating to:

• Your access to, use of, or inability to use the Interfaces or Features.
• Your violation of these Terms or any representation, warranty, or covenant contained herein.
• Your violation of any applicable law, regulation, or order.
• Your Feedback or any content you submit, post, or transmit through the Interfaces.
• Your infringement or misappropriation of any third-party intellectual property, privacy, publicity, or other proprietary right.
• Any dispute or claim between you and any third party, including other users of the Interfaces or Features.
• Your negligence, willful misconduct, or fraud.

If any Protected Party receives a subpoena, civil investigative demand, or other compulsory process in connection with any of the foregoing, you will reimburse the Protected Party for all reasonable time, materials, and legal expenses incurred in responding to such process. We reserve the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate with our defense of such claims.

Disclaimers

THE INTERFACES AND FEATURES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND, EITHER EXPRESS, IMPLIED, OR STATUTORY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AXES AND ITS LICENSORS, SERVICE PROVIDERS, AND AFFILIATES EXPRESSLY DISCLAIM ALL WARRANTIES AND CONDITIONS, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, RELIABILITY, QUIET ENJOYMENT, INTEGRATION, AND ANY WARRANTIES OR CONDITIONS ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE.

WITHOUT LIMITING THE FOREGOING, AXES MAKES NO WARRANTY OR REPRESENTATION THAT: (A) THE INTERFACES OR FEATURES WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS; (B) THE INTERFACES OR FEATURES WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS; (C) ANY CONTENT, DATA, OR INFORMATION OBTAINED THROUGH THE INTERFACES OR FEATURES WILL BE ACCURATE, RELIABLE, COMPLETE, OR CURRENT; (D) ANY DEFECTS OR ERRORS IN THE INTERFACES OR FEATURES WILL BE CORRECTED; (E) THE INTERFACES OR FEATURES WILL BE FREE OF VIRUSES, MALWARE, OR OTHER HARMFUL COMPONENTS; OR (F) ANY TRANSACTION EXECUTED THROUGH THE TECHNOLOGY FEATURES WILL BE COMPLETED SUCCESSFULLY, TIMELY, OR AT THE DISPLAYED PRICE.

YOU ACKNOWLEDGE THAT YOUR USE OF THE INTERFACES AND FEATURES IS AT YOUR SOLE RISK. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM AXES OR THROUGH THE INTERFACES OR FEATURES SHALL CREATE ANY WARRANTY OR REPRESENTATION NOT EXPRESSLY MADE HEREIN.

Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL AXES, ITS PARENT COMPANIES, SUBSIDIARIES, AFFILIATES, LICENSORS, SERVICE PROVIDERS, OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, MEMBERS, MANAGERS, EMPLOYEES, CONTRACTORS, AGENTS, SUCCESSORS, OR ASSIGNS (COLLECTIVELY, THE “AXES PARTIES”) BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, REVENUE, GOODWILL, BUSINESS OPPORTUNITIES, DATA, USE, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR RELATING TO YOUR ACCESS TO OR USE OF (OR INABILITY TO ACCESS OR USE) THE INTERFACES OR FEATURES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, STATUTE, OR ANY OTHER LEGAL THEORY, EVEN IF ANY AXES PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE AGGREGATE LIABILITY OF THE AXES PARTIES FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR YOUR USE OF THE INTERFACES OR FEATURES SHALL NOT EXCEED ONE HUNDRED U.S. DOLLARS (USD $100). THIS LIMITATION APPLIES TO ALL CAUSES OF ACTION IN THE AGGREGATE, INCLUDING BUT NOT LIMITED TO BREACH OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE, STRICT LIABILITY, TORT, AND ANY OTHER LEGAL OR EQUITABLE CLAIMS.

The limitations of liability set forth in this section are fundamental elements of the basis of the bargain between you and Axes. Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages; in such jurisdictions, the above limitations and exclusions shall apply to the fullest extent permitted by applicable law.

Governing Law and Dispute Resolution

Governing Law. These Terms and any dispute, claim, or controversy arising out of, relating to, or in connection with these Terms or the Interfaces or Features (whether in contract, tort, statute, or otherwise) shall be governed by and construed in accordance with the laws of Saint Vincent and the Grenadines, without regard to its conflict-of-laws principles or rules.

Informal Dispute Resolution. Before initiating any arbitration or legal proceeding, the aggrieved party must first send a written notice to the other party describing the nature and basis of the claim or dispute and the specific relief sought (“Dispute Notice”). A Dispute Notice to Axes must be sent by email to hello@axes.co. Upon receipt of a Dispute Notice, the parties shall attempt in good faith to resolve the dispute through informal negotiation within sixty (60) business days from the date the Dispute Notice is received. During this period, each party agrees to make its representatives reasonably available for discussions.

Binding Arbitration. If the dispute is not resolved through informal negotiation within the sixty (60) business day period described above, either party may initiate binding arbitration. Any dispute, claim, or controversy that is not resolved through informal negotiation shall be exclusively and finally resolved by binding arbitration administered by a reputable arbitration institution in Saint Vincent and the Grenadines, under its rules in effect at the time the claim is filed. The arbitration shall be conducted before a single arbitrator, in the English language, and the seat of arbitration shall be Saint Vincent and the Grenadines. The arbitrator shall have the authority to grant any remedy or relief that would be available in a court of competent jurisdiction, provided that the arbitrator shall not have the authority to conduct any form of class, collective, or representative arbitration. The arbitrator’s award shall be final and binding and may be entered and enforced in any court of competent jurisdiction. Either party may seek provisional or interim relief from a court of competent jurisdiction as necessary to protect the rights or property of that party pending the appointment of the arbitrator or the arbitrator’s determination of the merits of the controversy. You and Axes LLC each waive any right to a jury trial.

Class Action Waiver. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, YOU AND AXES EACH AGREE THAT ANY PROCEEDINGS TO RESOLVE DISPUTES WILL BE CONDUCTED SOLELY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION. THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING. IF A COURT OF COMPETENT JURISDICTION DETERMINES THAT THIS CLASS ACTION WAIVER IS UNENFORCEABLE, THEN THE ENTIRETY OF THE ARBITRATION AGREEMENT IN THIS SECTION SHALL BE NULL AND VOID, AND THE DISPUTE SHALL PROCEED IN A COURT OF COMPETENT JURISDICTION IN SAINT VINCENT AND THE GRENADINES.

Opt-Out. You have the right to opt out of the binding arbitration and class action waiver provisions of this section by sending written notice of your decision to opt out to hello@axes.co within thirty (30) days after first becoming subject to these Terms. Your notice must include your name, your Wallet address (if applicable), and a clear statement that you wish to opt out of the arbitration and class action waiver provisions. If you opt out, neither you nor Axes will be required to arbitrate disputes, and all disputes shall be resolved in a court of competent jurisdiction in Saint Vincent and the Grenadines. All other provisions of these Terms will continue to apply.

Taxes

You are solely responsible for determining, calculating, reporting, and paying any and all taxes, duties, levies, or assessments that may arise from your use of the Interfaces or Features, including but not limited to income taxes, capital gains taxes, value-added taxes, goods and services taxes, withholding taxes, and any other taxes imposed by any governmental authority (collectively, “Taxes”). Axes does not provide tax advice and makes no representations regarding the tax consequences of your use of the Interfaces or Features. You should consult with a qualified tax professional regarding your specific tax obligations. You agree to indemnify and hold harmless the Protected Parties from and against any Taxes or penalties imposed on or asserted against Axes as a result of your failure to comply with your tax obligations.

Termination

We may, at our sole discretion and without prior notice, suspend, restrict, or terminate your access to some or all of the Interfaces or Features at any time and for any reason, including but not limited to: (a) a suspected or actual violation of these Terms; (b) a suspected or actual violation of any applicable law, regulation, or order; (c) a request by law enforcement or a governmental authority; (d) unexpected technical or security issues; or (e) extended periods of inactivity.

Upon termination: (i) your right to access and use the Interfaces and Features ceases immediately; (ii) you remain responsible for all obligations accrued prior to termination; and (iii) all provisions of these Terms which by their nature should survive termination shall survive, including but not limited to: Intellectual Property, Feedback and Content License, Indemnification, Disclaimers, Limitation of Liability, Governing Law and Dispute Resolution, Taxes, and General Terms.

You may terminate your relationship with Axes at any time by discontinuing your use of the Interfaces and Features and disconnecting your Wallet. Please note that any transactions that have already been broadcast to the blockchain cannot be reversed, cancelled, or modified by Axes, and you remain responsible for such transactions and their consequences.

General Terms

• Entire Agreement. These Terms, together with the Privacy Policy and any other documents expressly incorporated by reference herein, constitute the entire agreement between you and Axes with respect to the subject matter hereof and supersede all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter.
• No Agency or Relationship. Nothing in these Terms shall be construed to create any partnership, joint venture, employment, franchise, or agency relationship between you and Axes. Neither party has the authority to bind the other or to incur any obligation on behalf of the other. You acknowledge that Axes does not act as your broker, intermediary, agent, fiduciary, or adviser in any capacity.
• Assignment. You may not assign, delegate, or transfer these Terms or any of your rights or obligations hereunder, in whole or in part, by operation of law or otherwise, without the prior written consent of Axes. Any purported assignment without such consent shall be null and void. We may freely assign, delegate, or transfer these Terms and our rights and obligations hereunder without restriction and without notice to you.
• Severability. If any provision of these Terms is held by a court or arbitrator of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such provision shall be modified to the minimum extent necessary to make it valid, legal, and enforceable, and the remaining provisions of these Terms shall continue in full force and effect.
• Waiver. The failure of Axes to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. A waiver of any right or provision shall be effective only if it is in writing and signed by a duly authorized representative of Axes. No waiver of any right or provision shall be deemed a further or continuing waiver of such right or provision or of any other right or provision.
• Remedies. The rights and remedies of Axes under these Terms are cumulative and are in addition to, and not in substitution for, any other rights and remedies available at law, in equity, or otherwise.
• Notices. All notices, requests, and communications from you to Axes under these Terms shall be sent by email to hello@axes.co. Notices from Axes to you may be provided by posting on the Site, sending an in-app notification, or sending to any email address associated with your account or Wallet.
• Force Majeure. Axes shall not be liable for any delay or failure to perform any obligation under these Terms if such delay or failure results from circumstances beyond its reasonable control, including but not limited to acts of God, natural disasters, epidemics, pandemics, war, terrorism, riots, embargoes, acts of governmental authorities, power failures, internet or telecommunications failures, cyberattacks, blockchain network failures or congestion, or other force majeure events.
• Contact. If you have any questions, complaints, or claims regarding the Interfaces or Features, or if you wish to provide a Dispute Notice, please contact us at hello@axes.co.