Terms and Conditions

Terms of Use of Website and Platform

Thank you for visiting axiym.io, (hereafter referred to as the "Website").

The Platform will allow permitted users, who have been approved by Axi Labs AG (Axiym) or their respective Axiym Affiliate, to request instant liquidity, subject to the user’s individual agreement with Axiym.

Axiym affiliate means in relation to Axiym any legal entity which is being controlled by or being under common control with Axiym, with "control" meaning directly or indirectly holding at least fifty percent of the voting stock or possessing the power to direct or cause the direction of its management and policies ("Axiym Affiliate").

The following terms and conditions (hereinafter referred to as the "Terms of Use"), together with our privacy policy, govern the use of this Website and the Platform. Please read them carefully. By accessing the Website, you agree to be bound by these Terms of Use. If you do not agree to the Terms of Use you may not enter or use this Website (including the Platform). Continuing to browse and use this Website means that you are agreeing to comply with and be bound by the Terms of Use without any reservations.

1. 1. GENERAL

   1. These Terms of Use set forth the terms and conditions pursuant to which we, ("Axiym"), including our related and associated companies, permit you, the user, to use this Website. Your access to instant liquidity services offered by Axiym is subject to a separate facility agreement to be entered into between you and Axiym or the relevant Axiym Affiliate (the "Facilities Agreement").

      Your use of the Website and/or access to the Platform is also subject to our Privacy Policy as set out at https://Axiym.io/privacy-policy You are deemed to have read, understood and accepted these Terms of Use and the Privacy Policy.

   2. The Website is a public domain accessible to a variety of users. The Platform, including its dashboard, will be accessible to registered users only. When performing transactions on the Platform, you hereby represent and warrant that the use of the Platform, and any transactions made on the Platform have been duly authorized by the Axiym customer who you are representing (the "MSB Client") and that any transaction (if accepted by Axiym in accordance with the Facilities Agreement) would be a valid and binding legal agreement between the MSB Client and Axiym or, as the case may be, the relevant Axiym Affiliate.

      Axiym reserves the right to refuse any registration for use of the Platform for any person, customer or user in its discretion without giving any reason. If Axiym refuses the registration, or if registration is incomplete, all data of such potential user will be irrevocably deleted within five (5) business days.

   3. Axiym reserves the right to modify, add, vary or amend all or part of these Terms of Use from time to time. Changes to these Terms of Use may or may not be announced on the Website. You understand that it is your obligation and responsibility to review the latest version of the Terms of Use each time you visit the Website.

      If the changes include material changes that affect your rights or obligations, Axiym will notify you of the changes by reasonable means, which could include notification through the Platform or via the most recent e-mail address provided to us. If you continue to use the Website and/or the Platform after the changes become effective, then you shall be deemed to have accepted those changes. If you do not agree to these changes, you must cease using the Website and the Platform. Your continued use of this Website, the Platform and any of the services provided herein after such changes are posted shall be deemed an agreement by you to these Terms of Use as modified.

   4. We reserve the right, at our sole discretion, but shall not be obliged to:

      • monitor, screen or otherwise review any activity, content or material on the Platform. We may, in our sole and absolute discretion, investigate any actions or content, whatsoever, that we consider to be a potential violation of these Terms of Use and we may take any action we deem appropriate;
      • prevent or restrict access of any user to the Platform if we deem this action appropriate due to a violation of these Terms of Use or for other reasons;
      • report any activity we suspect to be in violation of any applicable law, statute or regulation to the appropriate authorities and to co-operate with such authorities;
      • request any information and data from you in connection with your continued use of Platform at any time and to exercise our rights under these Terms of Use if you refuse to provide such information and/or data or if we have reasonable grounds to believe that you have provided inaccurate, misleading or fraudulent information and/or data; and
      • to deactivate and delete your account and/or prevent and restrict any access to the Platform, either permanently or temporarily and without giving any reason or prior notice.

2. 2. INTELLECTUAL PROPERTY RIGHTS

   1. This Website, the Platform and all materials, including but not limited to illustrations, data, text, images and information, coding, functionality and engineering (the "Contents") are protected by copyright, trademark and other forms of proprietary rights ("Intellectual Property") which are owned, licensed to or controlled by Axiym and/or its affiliates

   2. Except as otherwise provided and agreed to in writing by Axiym, you are strictly prohibited from downloading, copying, reproducing, re- publishing, transmitting or distributed in any way, the Contents or any part thereof for whatever purpose.

   3. Axiym retains all rights, title and interests in all Intellectual Property in the Contents and all concepts, systems, written, graphic and other materials in this Website.

3. 3. ACCESS TO, AND USE OF, WEBSITE AND PLATFORM

   1. Axiym reserves all rights to deny or restrict access to this Website to any person, or to block access from any internet source or address or country to this Website at any time in its sole discretion, and without providing any notice or reason.

   2. Access to and use of password protected and/or secure areas of the Website are restricted to customers with accounts only. You may not obtain or attempt to obtain unauthorized access to such parts of this Website, or to any other protected information, through any means not intentionally made available by us for your specific use. A breach of this provision may be an offence under applicable laws and will be reported by us to the relevant authorities.

   3. You are prohibited to use the Website and the Platform:

      • to harm, threaten, defame, or harass any persons;
      • to seek, obtain, check, or modify any other users’ record or information;
      • to interrupt, block, interfere with, or disrupt the access or use of the Website and/or the Platform by any other users or cause unreasonable, inappropriate, or disproportionately large load on Axiym’s communications, networks, and systems;
      • to interfere with, alter, or reverse engineer any part of the Website and/or the Platform; and/or
      • to use the Website and the Platform in a way that is damaging to Axiym’s reputation or is taking advantage of Axiym and/or any Axiym Affiliate.

      You agree that you will not circumvent, disable or otherwise interfere with security-related features of the Website and the Platform or features that prevent or restrict use of any content or enforce limitations on use of the Website and the Platform or the content therein. You may not interfere with or disrupt the Website and the Platform, or servers or networks relevant for the Website and the Platform, or disobey any requirements, procedures, policies or regulations of networks relevant for the Website and the Platform.

   4. You agree to access and use the Website and Platform only for lawful purposes and in a lawful manner at all times and further agree to conduct any activity relating to the Platform and liquidity services offered by Axiym and/or the relevant Axiym Affiliate in good faith. You shall ensure that any information or data you input on the Platform is accurate and does not violate any applicable law. You also agree to take sole responsibility for such information and data.

   5. Axiym attempts to make the Platform as accessible as possible to registered users, but does not guarantee this. If you experience difficulty in accessing or using the Platform, you shall notify Axiym accordingly.

   6. Axiym may add, modify, edit, remove, re-design or delete any contents, information, or materials contained in the Platform at any time in its discretion and without prior notice. Such changes will not affect your rights and obligations under the Facilities Agreement.

   7. Axiym has applied and implemented internet security standards to the Platform and content is encrypted using latest standard security technology. While Axiym will use its best endeavors to prevent any unauthorized entry to the Platform, Axiym shall not be liable for any damages or losses whatsoever or howsoever caused if any third party gains unauthorized access to the Platform.

   8. Despite Axiym’s continued best efforts to keep the Website and the Platform free from any malware and other harmful code, Axiym makes no representation and warranty that the Website and the Platform contains no viruses, malware, errors, or anything that is harmful to a device, network, system, or technology at all times. Viruses, malware, errors, and such harmful things will be removed and corrected at Axiym’s best endeavors and as soon as possible.

4. 4. PROCESSING OF DATA

   1. During registration and opening of an account to access the Platform, you will be asked to provide personal data to allow content to be personalized and additional functionalities to be used. This personal data is stored by Axiym. Further, the registered e-mail address may be used by Axiym and/or Axiym Affiliate to improve service quality and provide targeted content to users. Axiym assumes that all parties concerned have given their consent to this data processing and you shall be responsible to ensure that such consents have been obtained.

   2. During the use of the Platform, data is collected and processed from which usage profiles may be prepared in some cases.

   3. You consent to receive communications from Axiym and the relevant Axiym Affiliate electronically, such as e-mails or notices on the Platform or via other means. Axiym is permitted to retain copies of such communication for our records. You agree that all agreements, notices, disclosures, and other communications that Axiym provides to you electronically satisfy any legal requirement that such communications have to be made in writing.

   4. Please review out Privacy Policy to understand Axiym’s practices concerning the handling of personal data.

5. 5. LINKS, ADVERTISEMENT

   1. This Website (including the Platform) may contain links to other websites, pages and services which are not maintained by Axiym. By clicking on or activating such links, you acknowledge that Axiym does not exercise control over any data or any information which you give to any other entity after leaving this Website. You understand and agree that your access to, or use of, such linked websites or content is entirely at your own risk. Axiym shall not be liable for any error, omission, defamation, obscenity, pornography or any other objectionable material contained in the contents, or the consequences of accessing, any linked website nor for any damages or loss arising from you accessing such other websites.

   2. All hyperlinks to such other websites are provided as a convenience to you. Axiym is not associated or affiliated, unless expressly stated to be so, in any manner with any trade or service marks, logos, insignia, other intellectual property rights or devices, which appear on such other websites, nor does Axiym endorse or otherwise approve or recommend any content or information appearing on such other websites to which it has placed a hyperlink.

   3. Axiym may attach banners, java applets and/or such other materials to the Website and/or the Platform for the purposes of advertising certain products and/or services.

6. 6. CONFIDENTIALITY

   1. No data transmissions over the Internet or via wireless networks can be guaranteed to be 100% secure. Consequently, Axiym does not ensure or warrant the security, authenticity, integrity or confidentiality of any information and/or communication you transmit to us and you do so at your own risk.

   2. Subject to Axiym’s Privacy Policy, any questions, comments, suggestions, feedback and/or information which is sent to us via this Website will be deemed to have been provided voluntarily on a non-confidential and non- proprietary basis. Axiym therefore reserves the right to use, reproduce, disclose, transmit, publish, broadcast and/or post elsewhere on the Internet or on any written form, such information, including but not limited to, releasing such information to any related companies and associated companies in connection with the development, marketing, manufacturing of products and services.

7. 7. SECURITY OF WEBSITE, LIMITATION OF LIABILITY

   1. You hereby expressly acknowledge and agree that:

      • This Website and the Platform is provided on an "as is" basis without warranties of any kind. Although Axiym uses its best efforts to maintain the Website and the Platform in accordance with best industry standards and practices, Axiym does not warrant that the functions provided in this Website and Platform will be uninterrupted or error-free, or free from computer viruses or other harmful components, or unauthorized software, or that any defects will be corrected;
      • While every effort is made to update the information contained on this Website, neither Axiym nor its related and associated companies worldwide make any representations or warranties, whether express, implied, as to the sequence, accuracy, completeness or reliability of information, opinions, any pricing information, research information, data and/or content contained on the Website (including but not limited to any information which may be provided by any third party or data or content providers) . Axiym shall not be bound in any manner by any information contained on the Website and reserves the right at any time to change or discontinue without notice, any aspect or feature of this Website. Information is offered for information purposes only and shall not be construed as advice. We appreciate your feedback should you find an error on this Website.
      • To the fullest extent permitted by law, Axiym is not responsible for and shall not be liable for any injuries, losses or damages of any kind arising out of or in connection (whether directly or indirectly) with your use of this Website and the Platform. Accordingly, you hereby release Axiym (and its directors, employees, agents, representatives, related companies and associated companies, subsidiaries, and legal and other professional advisors) from all claims, losses, damages and/or liability in respect of any injuries, losses or damages of any kind arising out of or in connection with your use of this Website.
      • Any material which you download or otherwise obtain through the use of this Website is done at your own discretion and risk and you are solely responsible for any damage to your computer system or loss of data or other liability that may result from the download of any such material. Axiym (and its directors, employees, agents, representatives, related companies and associated companies, subsidiaries) assume no liability for any computer virus, communication line failure, interception of online communication, software or hardware problems (including without limitation to loss of data or compatibility problems), theft, destruction to your computer system or any other losses or damage resulting directly or indirectly from access to or use of this Website, or any uploading, downloading of any Contents or information from this Website.

   2. While Axiym shall use its best endeavors to prevent any unauthorized entry to this Website, we shall not be liable for any damages or losses whatsoever or howsoever caused to you if any third party gains unauthorised access to this Website.

   3. Axiym shall not be liable to you for any losses whatsoever or howsoever caused (regardless of the form of action) arising directly or indirectly in connection with:

      • any access, use and/or inability to use the Website and the Platform;
      • reliance on any data or information made available through the Website and the Platform. You should not act on such data or information without first independently verifying its contents;
      • any system, server or connection failure, error, omission, interruption, delay in transmission, computer virus or other malicious, destructive or corrupting code, agent program or macros; and
      • any use of or access to any other website or webpage linked to the Platform, even if we or our officers or agents or employees may have been advised of, or otherwise might have anticipated, the possibility of the same.

   4. Any risk of misunderstanding, error, damage, expense or losses resulting from the use of the Website and the Platform is entirely at your own risk and we shall not be liable therefor to the fullest extent permitted by applicable law.

   5. You agree to indemnify and hold Axiym, its directors, officers, employees and its agents, representatives, related and associated companies, harmless from any claim, demand or costs (including solicitors’ fees on a full indemnity basis) which Axiym may suffer or incur due to or arising out of in connection with:

      • your breach of any of the provisions of these Terms of Use; and
      • otherwise in violation of these Terms of Use, your use of this Website.

8. 8. FORCE MAJEURE

   1. Without prejudice to disclaimers and limitation of Axiym’s liability under these Terms of Use, Axiym shall not be liable to you or any other party, or be deemed to be in default, for any delay or failure in performance under these Terms of Use resulting from acts beyond its control, including without limitation (i) fire, accident, epidemics, infectious diseases, any law, order, proclamation, regulation, demand or requirement of any government authority or of any of its government agencies, strikes, labour disputes (whether or not involving Axiym’s employees), shortage of labour or lack of skilled labour or other causes whatsoever (whether similar to the foregoing or not) beyond the reasonable control of Axiym, (ii) acts of God (i.e. extraordinary or unforeseeable manifestation of the forces of nature beyond the powers of human intervention, such as tornadoes, hurricanes, typhoons and earthquakes), or (iii) war or armed conflict or acts of terrorism, which include disruption of civil authority, transportation and communication services.

9. 9. GENERAL PROVISIONS

   1. No failure, delay, relaxation or indulgence on the part of Axiym in exercising any power or right conferred upon it in these Terms of Use shall operate as a waiver of such power or right, nor shall any single exercise of any such power or right preclude any other or future exercise thereof, or the exercise of any other power or right under these Terms of Use.

   2. If any provision of these Terms of Use is held or interpreted by any governmental authority or a court of competent jurisdiction, to be illegal or invalid under present or future laws or regulations effective and applicable during the terms of these Terms of Use, such provisions shall be fully separable and these Terms of Use shall be construed as if such illegal or invalid provision had never comprised a part of these Terms of Use and the remaining provisions of these Terms of Use shall remain in full force and effect and shall not be affected by the illegal or invalid provision or by its severance from these Terms of Use.

10. 10. APPLICABLE LAW

    1. These Terms of Use shall be governed by, and shall be construed in accordance with the laws of Switzerland. Disputes arising out of or in connection with these Terms of Use shall be submitted to the jurisdiction of the competent civil courts in Switzerland. Notwithstanding the aforesaid, Axiym reserves the right to submit a dispute also to other civil courts worldwide having jurisdiction over the respective user.