Axel - Powering Applications with On-Chain Finance

TERMS OF SERVICE

Effective date: September 23, 2022

These Axel Terms of Service apply to and govern any Order Forms (defined below) executed between the customer identified on the Order Form (“you”) and Axel Technologies, Inc. (“Axel”) (collectively the “Agreement”) and constitute a binding legal agreement between you and Axel, regarding your use of the API, API Kit (as such terms are defined below) and any additional services identified in one or more Order Forms. Please read this Agreement carefully. By using the API Key and accessing the API, you expressly agree to the provisions of this Agreement. If you do not agree to any provision of this Agreement, you must not use the API or the API Kit. Capitalized terms used but not defined in these Axel Terms of Service have the meaning ascribed to them in the applicable Order Form.

1. DEFINITIONS.

1.1 “API” means the Axel application programming interface provided or made available to you by Axel.

1.2 “API Key” means a code provided by Axel which may be required to access the API.

1.3 “API Kit” means the contents of any file, program, or other media provided or made available to you by Axel under this Agreement, including the API, Sample Code, Redistributable Code, and Documentation.

1.4 “Axel Services” means those services identified on an Order Form that will be provided to you by Axel via the API.

1.5 “Beta Service” means any trial or beta version of the Axel Services that Axel may make available to you from time to time.

1.6 “Documentation” means any documentation or materials provided or made available to you by Axel under this Agreement, including documentation and materials describing the API.

1.7 “Integration” means a feature that you offer in the Product to use third party DeFi protocols using the Axel Services.

1.8 “Order Form” means an order form or other ordering document that identifies the services that Axel will provide to you, in each case which is signed by the parties and expressly references and incorporates these Axel Terms of Service.

1.9 “Product” means the product or service identified in the Order Form that will leverage the Axel Services.

1.10 “Redistributable Code” means any software in object code format provided or made available to you by Axel under this Agreement.

1.11 “Sample Code” means any software in source code format provided or made available to you by Axel under this Agreement.

1.12 “User” means a user of your Integration.

2. LICENSE GRANT AND RESTRICTIONS

2.1 Accounts and Registration. To access the API, you must register for an account. When you register for an account, you may be required to provide us with an API Key and some information about yourself, such as your name, email address, or other contact or identification information. You agree that the information you provide to us is accurate, complete, and not misleading, and that you will keep it accurate and up to date at all times. When you register, you will be asked to create a password. You are solely responsible for maintaining the confidentiality of your account and password, and you accept responsibility for all activities that occur under your account. [Axel’s use, storage, or collection of any personal information provided by you through the Axel Services will be governed by our Privacy Policy found here: axel.dev/privacy-policy.

2.2 License to Services.

(a) License Grant. Subject to the terms and conditions of this Agreement, Axel hereby grants to you a limited, non-exclusive, nonsublicenseable, nontransferable, royalty-free license to: (i) internally use a reasonable number of copies of the API Kit in accordance with the Documentation solely to develop and test implementations of the API with the Product; (ii) reproduce and internally modify the Sample Code solely as a component of the Product; (iii) reproduce the Redistributable Code solely as a component of the Product; (iv) distribute the Sample Code and Redistributable Code only in object code format solely as a component of the Product; and (e) access the API solely to make the Integrations available to Users through the Axel Services.

(b) Axel Services. Subject to the terms and conditions of this Agreement, Axel will use commercially reasonable efforts to provide you with access to the Axel Services. You will use the Axel Services in accordance with any Documentation provided to you by Axel. As a condition of your receipt of the Axel Services, you acknowledge and agree that Axel: (i) is not acting as a custodian of any digital or private wallet assets (e.g., crypto tokens), (ii) does not hold or store any digital wallets or keys in the API Kit or any other software provided to you by Axel, and (iii) that the Axel Services are not intended to be used as a digital asset custody platform.

2.3 License Restrictions. The licenses granted to you in this Agreement do not include any right to, and you will not: (a) modify the Documentation, change any of the interfaces described in the Documentation, or extend any interfaces except as described in the Documentation; (b) implement the API in any software other than the Product or to support any interfaces between computing devices or computing functions; (c) modify, translate, or create a derivative work of any portion of the API Kit except for the limited right to modify the Sample Code as expressly set forth in Section 2.2(a); (d) sell, lease, loan, provide, distribute or otherwise transfer any portion of the API Kit to any third party except for the limited right to distribute the Sample Code and Redistributable Code as expressly set forth in Section 2.2(a); (e) reverse engineer, disassemble, decompile, or otherwise attempt to gain access to the source code of the API Kit except for the Sample Code and except to the extent permitted by applicable law; (f) display or disclose any portion of the API Kit to any person except to your employees and contractors who are required to use the API Kit in order for you to develop the Product and except for the limited right to distribute the Sample Code and Redistributable Code as expressly set forth in Section 2.2(a); (g) remove, alter, or cover any copyright notices or other proprietary rights notices placed or embedded on or in any part of the API Kit; (h) use the API Kit to create or develop any command set, application or other application programming interface or software (including the Integration) that can be used with any service or product; (i) create or develop any application or other software (including the Integration) that exposes or discloses the API to Users or end users; (j) interfere with the normal operation of the API; (k) disable or circumvent any security features of the API; or (l) cause or permit any third party to do any of the foregoing. Your API Key is provided solely for your benefit. You may not share or transfer your API Key to anyone else or allow anyone else to access the API using your API Key.

2.4 Integration Restrictions. The Product must not directly or indirectly adversely affect, impede, or otherwise hinder or disrupt the functionality or performance of the API, including that it: (a) does not adversely impact the stability of the API; (b) does not adversely impact the operation of other applications using an API; (c) correctly identifies itself to the API when requesting authorization; and (d) does not attempt to modify the API in any way. You represent and warrant that the Product and any Integrations comply with applicable law and that you have all necessary licenses and registrations to build Integrations with third party products.

2.5 Product Terms. Before you make the Axel Services available to Users, you must have binding legal terms in place which govern the relationship between you and any User with respect to the User’s use of the Product (“Product Terms”). At a minimum, the Product Terms must disclaim any liability to Axel in connection with the use of Integrations in the Product.

2.6 Open Source Restriction. Nothing in this Agreement authorizes you to subject any portion of the API Kit or any Axel intellectual property right in any portion of the API Kit to the terms of any “open source” license, including a license that requires, as a condition of use, modification, or distribution of technology subject to such license, that such technology or other technology combined or distributed with such technology (a) be disclosed or distributed in source code form; (b) be licensed for the purpose of making derivative works; or (c) be re‑distributable at no charge.

2.7 No Warranties. You must not make any representation or any express or implied warranty to third parties (including to any Users) on behalf of Axel.

2.8 Beta Services. Axel may offer Beta Services in its sole discretion. Axel will determine the availability, duration (the “Trial Period”), features, and components of each Beta Service. Notwithstanding anything to the contrary in this Agreement, in no event will Axel be liable to you or any third party for any damages or liability related to, arising out of, or caused by any Beta Services or any modification, suspension, or termination thereof. If Axel permits you to use a Beta Service, you agree to provide Axel with Feedback and respond to Axel’s questions or other inquiries regarding your use of the Beta Service, if requested. Axel will determine whether or not to continue to offer any Beta Service, and may cease offering any Beta Services at any time. Upon completion of a Trial Period, you may lose access to the applicable Beta Service, unless or until the features of the Beta Service are incorporated into the Axel Services. Any production candidate or non-production version of the Axel Services will be considered a Beta Service. Except as expressly provided in this Section 2.8, this Agreement governs your use of the Beta Services as part of the Axel Services.

2.9 Feedback. If you provide any feedback, suggestions, or recommendations (“Feedback”) to Axel concerning the functionality and performance of the API Kit (including identifying potential errors and improvements), you hereby grant to Axel a worldwide, non-exclusive, transferable, royalty-free, perpetual, irrevocable right and license to use the Feedback for any purpose.

2.10 Reservation of Rights. All rights not expressly granted to you in this Agreement are reserved by Axel. No additional rights whatsoever (including any implied licenses) are granted to you by implication, estoppel or otherwise.

2.11 Confidentiality. You will maintain the confidentiality of and not disclose to any third party: (a) this Agreement, (b) all non-public information disclosed by Axel to you pursuant to this Agreement, and (c) all Feedback, all API performance data, and all other information obtained through use or access to the API or API Kit.

3. UPDATES AND SUPPORT

3.1 Updates. Axel may, in its sole discretion, provide replacements, updates, modifications, or bug fixes for the API Kit to you (“Updated API Kit”). Each Updated API Kit will be deemed part of the API Kit and subject to the terms of this Agreement. Modified or merged portions of the Sample Code or Redistributable Code will be deemed part of the Sample Code or Redistributable Code, as applicable, and subject to the terms of this Agreement. You will ensure that, prior to using or releasing any Integration, each Integration will be fully compatible with the most recent Updated API Kit, if any.

3.2 Support. Axel is not obligated to provide you with any assistance related to the API Kit or the development of Integrations.

4. FEES AND PAYMENT TERMS

4.1 General Payment Terms. Access to the API, Axel Services, or Beta Services may require you to pay fees. Before you pay any fees, you will have an opportunity to review and accept the fees that you will be charged. All fees are in U.S. Dollars and are non-refundable unless otherwise specifically provided for in this Agreement.

4.2 Price. Axel reserves the right to determine pricing for the Axel Services, and Beta Services, which will be as set forth in your quote with Axel. Axel may change the fees for the Axel Services, including additional fees or charges, if Axel gives you advance notice of changes before they apply. Axel, at its sole discretion, may make promotional offers with different features and different pricing to any of Axel’s customers. These promotional offers, unless made to you, will not apply to your offer or this Agreement.

4.3 Authorization. You authorize Axel or its third-party payment processors to charge all sums owed by you under this Agreement, including all applicable taxes, to the payment method specified in your account or that you otherwise provide to Axel. If you pay any fees with a credit card, then Axel or its third-party payment processors may seek pre-authorization of your credit card account prior to your purchase to verify that the credit card is valid and has the necessary funds or credit available to cover your purchase.

4.3 Delinquent Accounts. Axel may suspend or terminate use of the Axel Services for any account for which any amount is due but unpaid. In addition to the amount due for use of the Axel Services, a delinquent account will be charged with fees or charges that are incidental to any chargeback or collection of any the unpaid amount, including collection fees.

5. TERM AND TERMINATION

5.1 Term. The term of this Agreement will commence on the Effective Date and continue in effect for the initial term identified in the Order Form (the “Initial Term”). The Agreement will automatically renew for additional one year terms unless either party gives the other written notice at least 30 days prior to the end of the relevant term.

5.2 Termination. You may terminate this Agreement at any time upon written notice to Axel. Axel may terminate this Agreement (a) immediately upon written notice, if you are in material breach of Section 2.3 or 2.4; (b) if you otherwise materially breach this Agreement and fail to cure the breach within 30 days after you receive notice of the breach from Axel; or (c) immediately, if you assert any claim of intellectual property infringement against Axel. Upon termination, your licenses under this Agreement will end and you will cease all use of the API Kit, will return or destroy all copies of the API Kit in your possession, and discontinue use and distribution of Integrations. You agree that during the term of this Agreement and for the two (2) year period following the expiration or termination of this Agreement, you will not, directly or indirectly, research, develop, or operate any product or service that competes with the API or the Axel Services or is substantially similar to the features provided by the Axel Services, or assist any third party to do the same, as determined by Axel in its sole discretion.

5.1 Survival. Sections 2.4, 2.9, 2.10, 2.11, 5.2, 5.3, 6, 7, and 8 will survive any termination of this Agreement.

6. DISCLAIMER OF WARRANTIES. THE API KIT, AXEL SERVICES, BETA SERVICES, AND ALL INTELLECTUAL PROPERTY MADE AVAILABLE OR LICENSED BY AXEL UNDER OR IN CONNECTION WITH THIS AGREEMENT ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND. AXEL DISCLAIMS ALL WARRANTIES DUTIES AND CONDITIONS, EITHER EXPRESS, IMPLIED OR STATUTORY WITH RESPECT TO THE API KIT AXEL SERVICES (INCLUDING ANY WARRANTIES AS TO THE RELIABILITY, ACCURACY OR AVAILABILITY OF THE AXEL SERVICES), BETA SERVICES, AND RELATED INTELLECTUAL PROPERTY, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON‑INFRINGEMENT.

7. LIMITATION OF LIABILITY. NEITHER AXEL NOR ITS SUPPLIERS WILL BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, COVER OR CONSEQUENTIAL DAMAGES ARISING FROM OR OTHERWISE RELATED TO THIS AGREEMENT, EVEN IF AXEL OR ITS REPRESENTATIVES HAVE BEEN ADVISED OF THE POSSIBILITY OF THESE DAMAGES AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. AXEL’S TOTAL LIABILITY TO YOU FOR ACTUAL DAMAGES FOR ANY CAUSE WHATSOEVER WILL BE LIMITED TO THE GREATER OF (I) THE AMOUNT OF FEES YOU PAID FOR THE AXEL SERVICES IN THE 12 MONTH PERIOD IMMEDIATELY PRECEDING THE CLAIM, AND (II) ONE THOUSAND DOLLARS ($1,000.00 (USD)). YOU AGREE THAT AXEL WILL HAVE NO LIABILITY TO YOU OR ANY USER FOR ANY LOSSES, LIABILITIES, DAMAGES, COSTS OR EXPENSES RELATED TO THE INTEGRATION.

8. MISCELLANEOUS

8.1 No Partnership, Joint Venture or Franchise. This Agreement will not be construed as creating a partnership, joint venture, or agency relationship or as granting a franchise.

8.2 Export. The Documentation and Integrations may be subject to U.S. export jurisdiction and other applicable national or international laws. You will comply with all applicable international and national laws that apply to the API Kit and Integrations, including the U.S. Export Administration Regulations.

8.3 Indemnity. You agree to defend Axel from any actual or threatened third party claim (a) arising out of or relating to any dispute between you and a User; and (b) that your Integration infringes the intellectual property rights of a third party (each, a “Claim”). You will indemnify Axel from and pay (i) all damages, costs, and attorneys’ fees finally awarded against Axel in any Claim; (ii) all out-of-pocket costs (including reasonable attorneys’ fees) reasonably incurred by Axel in connection with the defense of a Claim (other than attorneys’ fees and costs incurred without your consent after you have accepted defense of the Claim); and (iii) all amounts that you agree to pay to any third party to settle any Claim.

8.4 Governing Law. This Agreement will be interpreted, construed, and enforced in all respects in accordance with the local laws of the State of California, without reference to its choice of law rules and not including the provisions of the 1980 U.N. Convention on Contracts for the International Sale of Goods. Except as specified in Section 8.5, any action arising out of or in connection with this Agreement will be brought in the state or federal courts in San Francisco County, California and each party hereby irrevocably consents to the exclusive jurisdiction and venue of these courts.

8.5 Arbitration. Except for the right of either party to apply to a court of competent jurisdiction for a temporary restraining order, a preliminary injunction, or other equitable relief to preserve the status quo or prevent irreparable harm, any dispute as to the interpretation, enforcement, breach, or termination of this Agreement will be settled by binding arbitration in San Francisco County, California under the Rules of the American Arbitration Association (“Rules”) by three arbitrators appointed in accordance with the Rules. If there is a conflict between the Rules and this Agreement, this Agreement will prevail. All other disputes will be resolved by a court specified in Section 8.3. Judgment upon the award rendered by the arbitrators may be entered in any court of competent jurisdiction. The prevailing party will be entitled to receive from the other party its attorneys' fees and costs incurred in connection with any arbitration.

8.6 Assignability. You may not assign your rights, duties, and obligations under this Agreement without Axel’s prior written consent, which consent will not be unreasonably withheld or delayed, except you may assign this Agreement without Axel’s consent to a successor (including a successor by way of merger, acquisition, sale of assets, or operation of law) if the successor agrees in writing to assume and fulfill all of the assigning party’s obligations under this Agreement and, if you are the assignor, the successor does not indirectly or directly compete with Axel. Any assignment in violation of this Section 8.6 is null and void.

8.7 Construction. If any part of this Agreement is found to be illegal, unenforceable, or invalid, the remaining portions of this Agreement will remain in full force and effect. If any limitation or restriction on the grant of any license to you under this Agreement is found to be illegal, unenforceable, or invalid, the license will immediately terminate. Failure by a party to enforce any provision of this Agreement will not be deemed a waiver of future enforcement of that or any other provision.

8.8 Interpretation. For purposes of this Agreement, (a) the words “include,” “includes” and “including” will be deemed to be followed by the words “without limitation;”; (b) the words “such as”, “for example” “e.g.” and any derivatives of those words will mean by way of example and the items that follow these words will not be deemed an exhaustive list; (c) the word “or” is used in the inclusive sense of “and/or” and the terms “or,” “any,” and “either” are not exclusive; (d) the words “herein,” “hereof,” “hereby,” “hereto” and “hereunder” refer to this Agreement as a whole; (e) words denoting the singular have a comparable meaning when used in the plural, and vice-versa; and (f) whenever the context may require, any pronouns used in this Agreement will include the corresponding masculine, feminine or neuter forms, and the singular form of nouns and pronouns will include the plural, and vice versa. The headings set forth in this Agreement are for convenience of reference purposes only and will not affect or be deemed to affect in any way the meaning or interpretation of this Agreement or any term or provision hereof. References to “$” and “dollars” are to the currency of the United States of America.

8.9 Entire Agreement. This Agreement is the final and complete expression of the agreement between these parties regarding the subject matter of this Agreement. This Agreement supersedes, and will govern, all previous oral and written communications regarding these matters, all of which are merged into this Agreement, except that this Agreement does not supersede any prior nondisclosure or comparable agreement between the parties executed prior to the Effective Date. Except as otherwise expressly set forth herein, this Agreement will not be modified except by a written agreement dated subsequent to the Effective Date and accepted on behalf of you and Axel by their respective duly authorized representatives.

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