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terms of use

Last updated: november 12, 2024

PURSUANT TO THESE TERMS AND CONDITIONS (THE “TERMS”): (A) AXOLOT SP Z.O.O SHALL PROVIDE SUBSCRIPTION-BASED SERVICES THAT OFFER ACCESS TO THE PRODUCTS OFFERED BY AXOLOT (COLLECTIVELY, THE “SERVICES”), AND (B) USER SHALL COMPENSATE AXOLOT FOR THE SERVICES PURSUANT TO THE PARAMETERS AGREED TO BY THE PARTIES.

“WE”, “OUR”, “US”, “COMPANY” OR “AXOLOT” REFERS TO AXOLOT SP Z.O.O. AND OUR AFFILIATES.

THESE TERMS SET OUT THE ENTIRE TERMS ON WHICH OUR SERVICES MAY BE UTILIZED. ALL POLICIES ARE DEEMED TO BE INCORPORATED INTO THE TERMS. WHERE THERE IS A CONFLICT BETWEEN THE TERMS AND A POLICY, THE TERMS SHALL PREVAIL.

THESE TERMS APPLY TO YOU IN RESPECT OF YOUR USE OF ANY OF THE SERVICES. IF YOU DO NOT AGREE WITH THESE TERMS, YOU SHOULD NOT SEEK TO USE THE SERVICES AND SHOULD TAKE NO FURTHER ACTION IN RESPECT OF THEM. PLEASE TAKE ALL NECESSARY LEGAL, FINANCIAL, AND TECHNICAL ADVICE BEFORE PROCEEDING.

PLEASE NOTE THAT NOTHING IN THESE TERMS (AND NOTHING RELATED OR CONNECTED IN ANY OTHER MANNER WITH ANY OF THE SERVICES) AMOUNTS TO LEGAL, FINANCIAL, OR TECHNICAL ADVICE, A SOLICITATION, OR INVITATION TO CONTRIBUTE.

By engaging in or undertaking any of the aforementioned activities, you will be deemed to be a “User” who is legally bound by these Terms.

Please note that we may change these Terms in our sole discretion at any time, as set out below.

Please contact us at Support for any questions or issues.

Agreement

Certain defined terms and related information

  1. Definitions.

    In these Terms, the following words and expressions shall have the meanings assigned to them below:

  2. “Account” refers to any user account that may be created to access and use the Services, where applicable.

  3. “Affiliates” refers to any person, corporation, partnership, or other entity that directly or indirectly controls, is controlled by, or is under common control with Axolot Sp Z.o.o. For the purposes of this definition, “control” means the ownership of more than 50% (fifty percent) of the voting securities or equity interests of an entity or the ability to direct the management or policies of such entity.

  4. “Applicable Laws” refers to all laws, statutes, regulations, and governmental requirements applicable to the Users or the Services.

  5. “Axolot” refers to Axolot Sp Z.o.o., a company incorporated under the laws of the Republic of Poland, with its registered address at Nowogrodzka str, nr. 31, lok. 413, 00-511, Warsaw, Poland, and its affiliates, responsible for providing Web3 Technologies to the Users (the “Services”).

  6. “Blockchain Technology” refers to a decentralized digital ledger system that securely records and verifies transactions across multiple computers, ensuring immutability and transparency.

  7. “Crypto Cards” refers to the cards that Users can replenish through the Xwallet and link to payment platforms such as Apple Pay and / or Google Pay, which incur a fixed fee of 3% (three percent).

  8. “Digital Assets” refers to any electronic representation of value that can be stored, transferred, or traded digitally.

  9. “Policies” refers to the various guidelines, rules, and policies related to the Services, which are deemed to be incorporated into these Terms.

  10. “Reactor” refers to the tool provided within the Services that may generate monthly returns based on the subscription package selected by the User.

  11. “Services” refers to the subscription-based Web3 technology services provided by Axolot, which include access to the Reactor, Crypto Cards, and Xwallet (together the “Hub” or the “Package”).

  12. “Smart Contracts” are self-executing agreements with the terms encoded into software, automatically enforcing and executing actions when specified conditions are met on a blockchain.

  13. “Terms” refers to these Terms and Conditions governing the use of the Services, including all policies that are incorporated herein.

  14. “User” means any individual or entity that subscribes to and uses the Services, and is legally bound by these Terms.

  15. “Web3 Technology” refers to the next generation of the internet that leverages decentralized protocols, blockchain technology, and smart contracts to create a more user-centric online experience.

  16. “Xwallet” refers to the non-custodial wallet offered as part of the Services, allowing Users to manage their digital assets.

Certain general terms

  1. Users are responsible for all matters relating to their accounts (if any) on Axolot’s Website or the blockchain accounts or addresses through which they interact with the Services, and for ensuring that all uses thereof comply fully with these Terms. Users are responsible for protecting the confidentiality of their login information and passwords (if applicable) for Axolot’s Website or the private keys controlling the relevant blockchain accounts or addresses through which they interact with the Services.

  2. Axolot shall have the right at any time to change or discontinue any or all aspects or features of the Services.

  3. Axolot reserves the right to terminate a User’s access to or use of any or all of the Services at any time, with or without notice, for violation of these Terms or for any other reason, or based on the discretion of Axolot. Axolot reserves the right at all times to disclose any information as it deems necessary to satisfy any applicable law, regulation, legal process, or governmental request, or to edit, refuse to post, or remove any information or materials, in whole or in part, in Axolot’s sole discretion. Materials uploaded to the Services may be subject to limitations on usage, reproduction, and/or dissemination; Users are responsible for adhering to such limitations. Users must always use caution when giving out any personally identifiable information through any of the Services. Axolot does not control or endorse the content, messages, or information found in any of the Services and Axolot specifically disclaims any liability with regard to the Services and any actions resulting from any User’s participation in any of the Services.

  4. Axolot shall have the right, but not the obligation, to monitor the content of the Services to determine compliance with these Terms and any operating rules established by Axolot and to satisfy any law, regulation, or authorized government request. Axolot shall have the right in its sole discretion to edit, refuse to post, or remove any material submitted to or posted through the Services. Without limiting the foregoing, Axolot shall have the right to remove any material that Axolot, in its sole discretion, finds to be in violation of the provisions hereof or otherwise objectionable.

  5. “Axolot” and its logos are trademarks of Axolot. All rights reserved. All other trademarks appearing in the Services are the property of their respective owners.

  6. To access the Services, a User must explicitly consent to Axolot’s privacy and data security practices, which can be found by visiting our privacy policy at Privacy Policy.

The services

  1. Details of the Services currently available can be found on Website.

  2. Users subscribing to the Services through the Hub will gain access to three key products: the Reactor, the Crypto Cards, and the Xwallet.

  3. Users can fund their Crypto Cards by transferring digital assets from their Xwallet. Once funded, the Crypto Cards can be used for payments through popular mobile payment platforms such as Apple Pay and Google Pay. When linking their cards to these payment systems, Users must comply with all terms, conditions, and regulations set forth by the respective payment platform providers. A flat fee of 3% applies to all transactions made with the Cryptocards, ensuring transparency and no hidden costs for users.

  4. The Xwallet is designed as a non-custodial digital wallet, meaning that Axolot does not hold or control the private keys or assets stored within the wallet. Users have full control and responsibility over their funds and must manage the security of their private keys to ensure the safety of their digital assets.

  5. The Reactor is a contractual agreement within the Axolot Website that grants Axolot the right to resell, purchase, or provide advertising traffic to Users. Through the Reactor, advertisers gain proportional rights to aggregated advertising placements sourced from various external platforms (EPs), affiliates, and partners. The Reactor facilitates the distribution and trading of advertising placement rights, enabling Axolot to efficiently deliver advertising traffic to Users.

  6. Users acknowledge that the Services do not guarantee any specific outcome and are encouraged to exercise caution and perform due diligence.

Fees, commissions, royalties and other charges

  1. All payments shall be processed in accordance with our Rewards and Loyalty Policy.

  2. Additionally, gas fees, transaction fees, and taxes may significantly alter the total cost incurred by Users. Each subscription should not be considered a standard contribution and Users are encouraged to ensure they understand the associated risks.

  3. Axolot accepts various virtual currencies as primary payment methods. Supported cryptocurrencies such as USDT and USDC can be used for payments, as well as pre-add funds fiat currency. All payouts are handled according to Axolot’s pre-established agreements.

  4. We reserve the right to change, modify, or increase the pricing structure for the Services at any time. Users are responsible for monitoring any changes in pricing made before subscribing to the Services.

  5. Users are responsible for calculating and paying any taxes applicable to their subscriptions and for communicating and cooperating with all appropriate tax authorities. Where we are required to collect, withhold, or remit any applicable taxes, Users will pay us all costs incurred by us (including all taxes, penalties, and interest) levied by any competent tax authority.

Using the services

  1. In order to subscribe to and use the Services, the following must be true at all times:

    • You must be at least eighteen (18) years old and legally competent to enter into these Terms;
    • You must not be a resident of sanctioned jurisdictions according to any trade embargoes, UN Security Council Resolutions, or HM Treasury’s financial sanctions regime;
    • You must not be a resident of the United States of America;
    • You must not be currently the subject of or subject to economic sanctions;
    • You possess sufficient knowledge of digital currencies, blockchain technology, and applied cryptography to understand the risks inherent in using the Services;
    • You are not legally prohibited from using the Services;
    • You have a compatible digital wallet with an adequately strong password;
    • You will provide us with (and update as necessary) all necessary accurate, current, and complete information about yourself;
    • You authorize us to make all necessary inquiries to successfully verify your identity and carry out any required checks.

    In order to access the Reactor, you must also certify that you are not a resident of any of the Member States of the European Union at the time of your subscription to the Services.

  2. Users must not utilize the Services for any of the following purposes:

    • Engaging in speculative activities;
    • Conducting illegal activity;
    • Engaging in deceptive, fraudulent, or malicious activities;
    • Modifying or reselling any components of the Services;
    • Breaching these Terms in any manner.

  3. Additionally, Users agree that:

    • We reserve the right in our sole discretion to refuse any request for the Services;
    • Users accept all risks associated with using the Services, including arranging appropriate insurance;
    • Users are responsible for maintaining the security of their digital wallets and will not allow third parties to access or use their wallets;
    • We will not be responsible for any unauthorized access or use of Users’ digital wallets or any services accessed by Users.

Representations and warranties of users

Each User hereby represents and warrants to Axolot that the following statements and information are accurate and complete at all relevant times.

  1. If User is an individual, User is of legal age in the jurisdiction in which User resides (and in any event is older than eighteen years of age) and is of sound mind. If User is a business entity, User is duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is organized, and has all requisite power and authority for a business entity of its type to carry on its business as now conducted.

  2. User has all requisite capacity, power and authority to accept these Terms and to carry out and perform its obligations under these Terms. These Terms constitutes a legal, valid and binding obligation of User enforceable against User in accordance with its terms.

  3. User’s agreement to these Terms and the use of the Services does not constitute, and would not reasonably be expected to result in a breach of any law applicable to User.

  4. User is not, (and, if User is an entity, User is not owned or controlled by any other person who is), and is not acting on behalf of any other person who is, identified on any list of prohibited parties under any law or by any nation or government, state or other political subdivision thereof, any entity exercising legislative, judicial or administrative functions of or pertaining to government such as the lists maintained by the United Nations Security Council, the U.S. government (including the U.S. Treasury Department’s Specially Designated Nationals list and Foreign Sanctions Evaders list), the European Union (EU) or its member states, and the government of a User home country. User is not, (and, if User is an entity, User is not owned or controlled by any other person who is), and is not acting on behalf of any other person who is, located, ordinarily resident, organized, established, or domiciled in Cuba, Iran, North Korea, Sudan, Syria, Russia, the Crimea region (including Sevastopol) or any other country or jurisdiction against which the U.S. maintains economic sanctions or an arms embargo. The funds a User uses to participate in the Services are not derived from, and do not otherwise represent the proceeds of, any activities done in violation or contravention of any law.

  5. User understands and agrees that the User’s subscription to the Services provided by Axolot does not:

    • represent or constitute a loan or a contribution of capital to, or other contribution in Axolot or any business or venture;
    • provide User with any ownership interest, equity, security, or right to or interest in the assets, rights, properties, revenues or profits of, or voting rights whatsoever in, Axolot or any other business or venture; and
    • create or imply or entitle User to the benefits of any fiduciary or other agency relationship between Axolot or any of its directors, officers, employees, agents or affiliates, on the one hand, and User, on the other hand.

  6. User is knowledgeable, experienced and sophisticated in using and evaluating blockchain and related technologies and assets. User has conducted its own thorough independent investigation and analysis of the Axolot Services and the other matters contemplated by these Terms, and has not relied upon any information, statement, omission, representation or warranty, express or implied, written or oral, made by or on behalf of Axolot in connection therewith, except as expressly set forth by Axolot in these Terms.

Risks, disclaimers and limitations of liability

  1. Notwithstanding anything to the contrary contained in these Terms, Axolot shall not be liable to any person, whether in contract, tort (including pursuant to any cause of action alleging negligence), warranty or otherwise, for special, incidental, consequential, indirect, punitive or exemplary damages (including but not limited to lost data, lost profits or savings, loss of business or other economic loss) arising out of or related to these Terms, whether or not Axolot has been advised or knew of the possibility of such damages, and regardless of the nature of the cause of action or theory asserted.

  2. Axolot’s liability for damages to each User shall in all cases be limited to, and under no circumstances shall exceed, Axolot’s service fees actually received by Axolot from such User.

  3. The Services are being provided on an “AS IS” and “AS AVAILABLE” basis. To the fullest extent permitted by law, Axolot is not making, and hereby disclaims, any and all information, statements, omissions, representations and warranties, express or implied, written or oral, equitable, legal or statutory, in connection with the Services and the other matters contemplated by these Terms, including any representations or warranties of title, non-infringement, merchantability, usage, security, uptime, reliability, suitability or fitness for any particular purpose, workmanship or technical quality of any code or software used in or relating to the Services. User acknowledges and agrees that use of the Services is at the User’s own risk.

  4. All information provided by or on behalf of Axolot is for informational purposes only and should not be construed as professional, accounting or legal advice. Users should not take or refrain from taking any action in reliance on any information contained in these Terms or provided by or on behalf of Axolot. Before Users make any financial, legal, or other decisions involving the Services, Users should seek independent professional advice from persons licensed and qualified in the area for which such advice would be appropriate.

  5. Any claim or cause of action a User may have or acquire in connection with the Services or any of the other matters contemplated by these Terms shall survive for the shorter of, and may be brought against Axolot solely prior to: (a) the expiration of the statute of limitations applicable thereto; and (b) the date that is six months after the date on which the facts and circumstances giving rise to such claim or cause of action first arose.

  6. References, links or referrals to or connections with or reliance on third-party resources, products, services or content, including smart contracts developed or operated by third parties, may be provided to Users in connection with the Services. In addition, third parties may offer promotions related to the Services. Axolot does not endorse or assume any responsibility for any activities of or resources, products, services, content or promotions owned, controlled, operated or sponsored by third parties. If Users access any such resources, products, services or content or participate in any such promotions, Users do so solely at their own risk. Each User hereby expressly waives and releases Axolot from all liability arising from User’s use of any such resources, products, services or content or participation in any such promotions. User further acknowledges and agrees that Axolot shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such resources, products, services, content or promotions from third parties.

  7. Certain uses and risks of blockchain technology.

    • Use of Blockchain Technology. Axolot utilizes experimental cryptographic technologies and blockchain technologies, including tokens, cryptocurrencies, stablecoins, “smart contracts,” consensus algorithms, voting systems and distributed, decentralized or peer-to-peer networks or systems in performing the Services. Each User acknowledges and agrees that such technologies are novel, experimental, and speculative, and that therefore there is significant uncertainty regarding the operation and effects and risks thereof and the application of existing law thereto.
    • Certain Risks of Blockchain Technology. The technology utilized in delivering the Services depends on public peer-to-peer networks that are not under the control or influence of AxolotAxolot and are subject to many risks and uncertainties. Such technologies include the Axolot Hub, which Axolot may have limited or no ability to change, other than ceasing to support certain “smart contracts” and adding support for new “smart contracts”. Users are solely responsible for the safekeeping of the private key associated with the blockchain address used to participate in the Services.
    • Regulatory Uncertainty. Blockchain technologies are subject to many legal and regulatory uncertainties, and Axolot could be adversely impacted by one or more regulatory or legal inquiries, actions, suits, investigations, claims, fines or judgments, which could impede or limit the ability of User to continue the use and enjoyment of such assets and technologies.
    • Cryptography Risks. Cryptography is a progressing field. Advances in code cracking or technical advances such as the development of quantum computers may present risks to Axolot, including the theft, loss or inaccessibility thereof.
    • Fork Handling. Axolot may be subject to “forks.” Forks occur when some or all persons running the software clients for a particular blockchain system adopt a new client or a new version of an existing client that: (i) changes the protocol rules in backwards-compatible or backwards-incompatible manner that affects which transactions can be added into later blocks, how later blocks are added to the blockchain, or other matters relating to the future operation of the protocol; or (ii) reorganizes or changes past blocks to alter the history of the blockchain. Some forks are “contentious” and thus may result in two or more persistent alternative versions of the protocol or blockchain, either of which may be viewed as or claimed to be the legitimate or genuine continuation of the original. Axolot may not be able to anticipate, control or influence the occurrence or outcome of forks, and does not assume any risk, liability or obligation in connection therewith. Without limiting the generality of the foregoing, Axolot does not assume any responsibility to notify a User of pending, threatened or completed forks. Axolot will respond to any forks as Axolot determines in its sole and absolute discretion, and Axolot shall not have any duty or obligation or liability to a User if such response (or lack of such response) acts to a User detriment. A User assumes full responsibility to independently remain apprised of and informed about possible forks, and to manage a User’s own interests in connection therewith.

  8. Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of certain liabilities and damages. Accordingly, some of the disclaimers and limitations set forth in these Terms may not apply in full to specific Users. The disclaimers and limitations of liability provided in these terms shall apply to the fullest extent permitted by applicable law.

  9. All provisions of these Terms which disclaim or limit obligations or liabilities of Axolot shall also apply, mutatis mutandis, to the officers, directors, members, employees, independent contractors, agents, stockholders, debtholders and affiliates of Axolot.

  10. Each User shall defend, indemnify, compensate, reimburse and hold harmless Axolot (and each of its officers, directors, members, employees, agents and affiliates) from any claim, demand, action, damage, loss, cost or expense, including without limitation reasonable attorneys’ fees, arising out or relating to (a) User’s use of, or conduct in connection with, the Services; (b) User’s violation of these Terms or any other applicable policy or contract of Axolot; or (c) your violation of any rights of any other person or entity.

Governing law; Dispute resolution.

  1. These Terms shall be governed by and construed and interpreted in accordance with the laws of the state of Delaware irrespective of the choice of laws principles of the state of Delaware, as to all matters, including matters of validity, construction, effect, enforceability, performance and remedies. Although the Services may be available in other jurisdictions, each User hereby acknowledges and agrees that such availability shall not be deemed to give rise to general or specific personal jurisdiction over Axolot in any forum outside the State of Delaware.

  2. If a User has a potential legal dispute, claim or cause of action against Axolot, the User shall first (prior to initiating any litigation proceedings) contact Axolot by sending an email to Support describing the nature of the potential dispute, claim or cause of action and providing all relevant documentation and evidence thereof. If so elected by Axolot, User shall use commercially reasonable efforts to negotiate a settlement of any such legal dispute, claim or cause of action within 60 days of the delivery of such email. Any such dispute, claim or cause of action that is not finally resolved by a binding, written settlement agreement within such 60 days shall be brought and resolved exclusively in accordance with the following provisions of this Section 9.

  3. Agreement to binding, exclusive arbitration.

    • Mandatory Binding Arbitration. Except as set forth in Section 9.2, all claims, disputes and controversies directly or indirectly arising out of or in connection with or directly or indirectly relating to these Terms or any of the matters or transactions contemplated by these Terms (for the avoidance of doubt, including any claim seeking to invalidate, or alleging that, all or any part of these Terms is unenforceable, void or voidable) (such claims, disputes and controversies, collectively, “Disputes”) shall be finally settled by binding arbitration, rather than in court. The arbitrator, and not any federal, state or local court, agency or other governmental authority, shall have exclusive authority to resolve all Disputes.
    • Waiver of Jury Trial. The parties hereby acknowledge, represent and warrant that they understand that: (i) there is no judge or jury in arbitration, and, absent this mandatory provision, the parties would have the right to sue in court and have a jury trial concerning Disputes; (ii) in some instances, the costs of arbitration could exceed the costs of litigation; (iii) the right to discovery may be more limited in arbitration than in court; and (iv) court review of an arbitration award is limited. The Federal Arbitration Act and federal arbitration law apply to these Terms. Each of the parties hereto hereby irrevocably waives any and all right to trial by jury in any action, suit or other legal proceeding arising out of or related to these Terms or the transactions contemplated hereby.

  4. Axolot or any User may initiate an arbitration proceeding by delivering written notice to the other, whereupon the parties shall reasonably cooperate to select an arbitrator and submit the relevant Dispute to such arbitrator. In the event the parties are unable to agree on the selection of an arbitrator within 15 days from the filing of a demand for arbitration, the American Arbitration Association (the “AAA”) shall appoint the arbitrator. Any such arbitration shall be administered by the AAA in accordance with the provisions of its Commercial Arbitration Rules and the supplementary procedures for consumer related disputes of the AAA excluding any rules or procedures governing or permitting class actions. Axolot will not seek attorneys’ fees and costs in arbitration unless the arbitrator determines the claims are frivolous. The arbitrator shall be empowered to grant whatever relief would be available in a court under law or in equity. The arbitrator’s award shall be written and reasoned, and binding on the parties, and may be entered by any party as a judgment in any court of competent jurisdiction.

  5. The seat of arbitration shall be Wilmington, Delaware. The arbitrator may choose to have the arbitration of any Dispute conducted by telephone, based on written submissions, or at a mutually agreed location; provided, however, that Axolot may opt to transfer the venue of any arbitration hearing to Wilmington, Delaware in the event that it agrees to pay any additional fees or costs a User may reasonably incur as a result of the change in venue, as determined by the arbitrator, and, subject to the foregoing, a User hereby agree to submit to the personal jurisdiction of any federal or state court in Wilmington, Delaware, in order to compel arbitration, to stay proceedings pending arbitration, or to confirm, modify, vacate or enter judgment on the award entered by the arbitrator.

  6. Except to the extent necessary to enforce their respective rights under these Terms or as otherwise required by applicable law, the parties undertake to maintain confidentiality as to the existence and events of the arbitration proceedings and as to all submissions, correspondence and evidence relating to the arbitration proceedings. This provision shall survive the termination of the arbitral proceedings.

  7. Class action waiver.

    • No Class Actions Permitted. All Users hereby agree that any arbitration or other permitted action with respect to any Dispute shall be conducted in their individual capacities only and not as a class action or other representative action, and the Users expressly waive their right to file a class action or seek relief on a class basis. USERS SHALL BRING CLAIMS AGAINST AXOLOT COMPANY OTHER ONLY IN THEIR INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.
    • Agreements if Class Action Waiver Unenforceable. If any court or arbitrator makes a final, binding and non-appealable determination that the class action waiver set forth in this Section 9.7 is void or unenforceable for any reason or that an arbitration can proceed on a class basis, then the arbitration provision set forth above shall be deemed null and void with respect to any Dispute that would thus be required to be resolved by arbitration on a class basis, and the parties shall be deemed to have not agreed to arbitrate such Dispute. In the event that, as a result of the application of the immediately preceding sentence or otherwise, any Dispute is not subject to arbitration, the parties hereby agree to submit to the personal and exclusive jurisdiction of and venue in the federal and state courts located in Wilmington, Delaware and to accept service of process by mail with respect to such Dispute, and hereby waive any and all jurisdictional and venue defenses otherwise available with respect to such Dispute.

Termination

  1. If you are at any time in breach of any of these Terms, we can immediately terminate our relationship with you. In such circumstances, our accrued rights and liabilities up to that date will not be affected and we will not be obliged to refund any money already paid.

Miscellaneous

  1. The headings and captions contained in these Terms are for convenience of reference only, shall not be deemed to be a part of these Terms and shall not be referred to in connection with the construction or interpretation of these Terms.

  2. These Terms shall inure to the benefit of Axolot, the Users, and their respective permitted successors, permitted assigns, permitted transferees and permitted delegates and shall be binding upon all of the foregoing persons and any person who may otherwise succeed to any right, obligation or liability under these Terms by operation of law or otherwise. A User shall not assign any of a User rights or delegate any of a User liabilities or obligations under these Terms to any other person without Axolot’s advance written consent. Axolot may freely assign, transfer or delegate its rights, obligations and liabilities under these Terms to the maximum extent permitted by applicable law.

  3. In the event that any provision of these Terms, or the application of any such provision to any person or set of circumstances, shall be determined by an arbitrator or court of competent jurisdiction to be invalid, unlawful, void or unenforceable to any extent: (a) the remainder of these Terms, and the application of such provision to persons or circumstances other than those as to which it is determined to be invalid, unlawful, void or unenforceable, shall not be impaired or otherwise affected and shall continue to be valid and enforceable to the fullest extent permitted by law; and (b) Axolot shall have the right to modify these Terms so as to effect the original intent of the parties as closely as possible in an acceptable manner in order that the transactions contemplated hereby be consumed as originally contemplated to the fullest extent possible.

  4. Axolot shall not incur any liability or penalty for not performing any act or fulfilling any duty or obligation hereunder or in connection with the matters contemplated hereby by reason of any occurrence that is not within its control (including any provision of any present or future law or regulation or any act of any governmental authority, any act of God or war or terrorism, any epidemic or pandemic, or the unavailability, disruption or malfunction of the Internet, the World Wide Web or any other electronic network, or blockchain or any aspect thereof, or any consensus attack, or hack, or denial-of-service or other attack on the foregoing or any aspect thereof, or on the other software, networks and infrastructure that enables Axolot to provide the Services, (it being understood that Axolot shall use commercially reasonable efforts, consistent with accepted practices in the industries in which Axolot operates, as applicable, to resume performance as soon as reasonably practicable under the circumstances).

  5. These Terms may only be amended, modified, altered or supplemented by or with the written consent of Axolot. Axolot reserves the right, in its sole and absolute discretion, to amend, modify, alter or supplement these Terms from time to time. The most current version of these Terms will be posted on Axolot’s Website. Any changes or modifications will be effective immediately upon the modified Agreement being posted to Axolot’s Website. A User shall be responsible for reviewing and becoming familiar with any such modifications. A User hereby waive any right a User may have to receive specific notice of such changes or modifications. Use of the Services by a User after any modification of these Terms constitutes a User’s acceptance of the modified terms and conditions. If a User does not agree to any such modifications, a User must immediately stop using the Services.

  6. No failure or delay on the part of Axolot in the exercise of any power, right, privilege or remedy under these Terms shall operate as a waiver of such power, right, privilege or remedy; and no single or partial exercise of any such power, right, privilege or remedy shall preclude any other or further exercise thereof or of any other power, right, privilege or remedy. Axolot shall not be deemed to have waived any claim arising out of these Terms, or any power, right, privilege or remedy under these Terms, unless the waiver of such claim, power, right, privilege or remedy is expressly set forth in a written instrument duly executed and delivered on behalf of Axolot, and any such waiver shall not be applicable or have any effect except in the specific instance in which it is given.

  7. These Terms constitute the entire agreement between the parties relating to the subject matter hereof and supersede all prior or contemporaneous agreements and understandings, both written and oral, between the parties with respect to the subject matter hereof.

  8. Rules of interpretation.

    • “Hereof,” “herein,” “hereunder,” “hereby” and words of similar import will, unless otherwise stated, be construed to refer to these Terms as a whole and not to any particular provision of these Terms;
    • “include(s)” and “including” shall be construed to be followed by the words “without limitation”;
    • “or” shall be construed to be the “inclusive or” rather than “exclusive or” unless the context requires otherwise;
    • any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not be applied in the construction or interpretation of these Terms;
    • section titles, captions and headings are for convenience of reference only and have no legal or contractual effect.;
    • whenever the context requires: the singular number shall include the plural, and vice versa; the masculine gender shall include the feminine and neuter genders; the feminine gender shall include the masculine and neuter genders; and the neuter gender shall include the masculine and feminine genders; and
    • except as otherwise indicated, all references in these Terms to “Sections,” “clauses,” etc., are intended to refer to Sections of Sections, clauses, etc. of these Terms.
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