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AXORA PLATFORM

TERMS OF USE

Please read these Terms of Use (these “Terms”) carefully. They contain important terms about your rights to use the website www.axora.com and the platform made available by Axora, as well as any subsequent versions (collectively, the “Platform”) and our obligations to you in relation to your Platform use.

These Terms are between you, as the individual using the Platform (or, if you are using the Platform on behalf of an organisation, that organisation) (“you”) and Axora Limited (“Axora” or “we” or “us”). These Terms apply to your use of (including any access or posting to and downloading from) the Platform, including any materials and services available therein. Depending on your intended use of the Platform, you may also be subject to (i) Axora’s Seller User Contract Terms (if you are using the Platform to sell or license products); or (ii) Axora’s Buyer User Contract Terms (if you are using the Platform to acquire products).

By browsing our website and/or clicking or tapping any button or box marked “accept,” “agree” or “ok” (or a similar term) referencing these terms, you agree to be bound by these terms and affirm that you are an authorised representative of your organisation and that you are of legal age where you live and have the legal capacity to enter into these terms.

1. YOUR RIGHTS

Subject to your compliance with these Terms, and for so long as you are permitted by Axora to use the Platform, you may view and use any portion of the Platform to which we provide you access under these Terms, solely in accordance with the functionality that we make available to you. You use the Platform at your own risk, and we make no representations or warranties that the Platform will be suitable for your intended use or any particular purpose.

2. CHANGES

2.1 We may change these Terms from time to time by informing you of such changes, by the means specified for notices in Section 17, at least two weeks before any change becomes effective. If you do not object to such changes becoming effective within that time period, your consent to such modification is deemed given. When we inform you of changes to these Terms, we will also inform you about this effect of your silence. If you object to the modifications becoming effective, which you can do by following the procedure set out in Section 16, we may terminate these Terms with immediate effect. Also, your clicking or tapping any button or box marked “Accept,” “Agree” or “OK” (or a similar term) in connection with being notified about the change and a reviewable version of the new terms will constitute your acceptance of such changes. The “Last Updated” legend above indicates when these Terms were last changed. Any such changes will not apply to any dispute between you and us arising prior to the date on which the change becomes effective.

2.2 We may modify all or part of the Platform at any time. When making changes to the portion of the Platform used by you based on these Terms, we shall take into account your reasonable interests. A change is deemed reasonably acceptable for you in particular if it is necessary to adapt the Platform to reflect technological developments (in particular, information security developments), market requirements, as well as any changes in the applicable law, and in case of any new features, functions, or services added to the Platform. If a change to the Platform is not reasonably acceptable to you, you have the right to terminate these Terms, by ceasing to use the Platform.

2.3 At any time and without liability or prior notice, we may suspend or discontinue all or part of the Platform (including access to the Platform via any third-party links), or offer opportunities to some or all Platform users. We reserve the right to introduce new features or functionality for which the payment of fees may be required.

3. INFORMATION SUBMITTED THROUGH THE PLATFORM

3.1 Your submission of information through the Platform is governed by these Terms and the Axora Privacy Policy, located at https://www.axora.com/data-privacy (the “Privacy Policy”). You represent and warrant that any information which you upload or otherwise provide to the Platform (“User Content”) is and will remain accurate and complete, and that you will maintain and update User Content as needed.

3.2 You agree:

(a) to ensure that any User Content that you provide is complete and accurate; and

(b) that Axora is not responsible for any Damages (as defined below) incurred by you as a result of any inaccurate or incomplete User Content that you provide to Axora.

3.3 If you enter into a transaction in respect of any products that are listed on the Platform (whether as buyer or seller), you do so on your own account and you acknowledge and agree that Axora will not act as principal or agent, either for you or for any other party in respect of such transaction.

4. PRODUCT LISTING CONDITIONS

If you are using the Platform to sell or license products, you agree to comply with Axora’s Seller User Contract Terms, and that:

(a) you are responsible for the accuracy, content and legality of the product you have listed;

(b) your product listing may not be immediately searchable on the Platform while the Axora team undertakes its review of the product. Axora does not guarantee specific listing durations;

(c) Axora may modify, suspend or discontinue, temporarily or permanently, the offering of any products, in its sole discretion;

(d) you will not post any product or opportunity related to:

(i) counterfeit currency and stamps;

(ii) credit cards;

(iii) publicly traded securities, publicly traded financial or investment products;

(iv) firearms, weapons and ammunition;

(v) buying or selling currency (fiat and cryptocurrency);

(vi) controlled drugs and drug paraphernalia;

(vii) controlled chemicals;

(viii) prohibited or sanctioned countries;

(ix) prohibited or sanctioned organisations and individuals;

(x) goods, materials and substances which are subject to sanctions, embargoes, or other prohibition;

(xi) offensive material including ethnically, sexually or racially offensive material;

(xii) weapons of mass destruction, and missiles capable of delivering such weapons;

(xiii) nuclear, chemical or biological weapons;

(xiv) radioactive or hazardous substances; or

(xv) endangered animal or plant species;

(e) the Platform is not authorised by the Financial Conduct Authority to carry on licensed or regulated activity, and it therefore does not carry on any licensed or regulated business.

5. PURCHASE CONDITIONS

If you are using the Platform to purchase products, you agree to comply with Axora’s Buyer User Contract Terms and that:

(a) it is your responsibility to review all of the information about a product before making an offer; and

(b) you are solely responsible for performing any research or investigation that you deem necessary to enter into an agreement to purchase or use any of the products.

6. JURISDICTIONAL ISSUES

The Platform may not be appropriate or available for use in some jurisdictions. Any use of the Platform is at your own risk, and you must comply with all applicable laws, rules and regulations in doing so. We may limit the Platform’s availability at any time, in whole or in part, to any person, geographic area or jurisdiction that we choose.

7. REGISTRATION; USER NAMES AND PASSWORDS

7.1 You may need to register or otherwise enter a user name, password or other data, information or credential with respect to the Platform (collectively, “Access Credentials”) to use all or part of the Platform.

7.2 We may reject, or require that you change, any Access Credential that you provide.

7.3 Access Credentials are for personal use only in accordance with these Terms and you should keep them confidential; you, and not Axora, are responsible for any use or misuse of your Access Credentials and, in each case, you must promptly notify us of any actual or suspected confidentiality breach or unauthorised use of your Access Credentials or your Platform account.

7.4 You are responsible for obtaining, maintaining and paying for all hardware and all telecommunications and other services needed for you to use the Platform (including any applicable device data transmission charges).

7.5 By agreeing to these Terms, you confirm and warrant that you are an authorised representative of your organisation and have the ability to bind your organisation when submitting Orders on the Platform.

8. RULES OF CONDUCT

8.1 In connection with the Platform, you must not:

(a) post, transmit or otherwise make available through or in connection with the Platform any materials that are or may be: (i) threatening, harassing, degrading, hateful or intimidating, or otherwise fail to respect the rights and dignity of others; (ii) defamatory, libellous, fraudulent or otherwise tortious; (iii) obscene, indecent, pornographic or otherwise objectionable; or (iv) protected by copyright, trade mark, trade secret, right of publicity or privacy or any other proprietary right, without the express prior written consent of the applicable owner;

(b) post, transmit or otherwise make available through or in connection with the Platform any virus, worm, Trojan horse, Easter egg, time bomb, spyware or other computer code, file or program that is potentially harmful or invasive or intended to damage or hijack the operation of, or to monitor the use of, any hardware, software or equipment;

(c) use the Platform for any purpose that is fraudulent or otherwise tortious or unlawful;

(d) harvest or collect information about users of the Platform;

(e) use the Platform for any commercial solicitation purposes, or transmit through or in connection with the Platform, any spam, chain letters or other unsolicited communications;

(f) interfere with or disrupt the operation of the Platform or the servers or networks used to make the Platform available, including by hacking or defacing any portion of the Platform (including any content available thereby); or violate any requirement, procedure or policy of such servers or networks;

(g) restrict or inhibit any other person from using the Platform;

(h) reproduce, modify, adapt, translate, create derivative works of, sell, rent, lease, loan, distribute or otherwise exploit any portion of the Platform except as expressly authorised herein, or as explicitly stated on the Platform, without Axora’s express prior written consent;

(i) reverse engineer, decompile or disassemble any portion of the Platform, except to the extent that such restriction is expressly prohibited by applicable law;

(j) remove any copyright, trade mark or other proprietary rights notice from the Platform;

(k) frame or mirror any portion of the Platform, or otherwise incorporate any portion of the Platform into any product or service, without Axora’s express prior written consent; or

(l) use any robot, spider, Platform search/retrieval application or other manual or automatic device to retrieve, index, “scrape,” “data mine” or otherwise gather Platform content, or reproduce or circumvent the navigational structure or presentation of the Platform, without Axora’s express prior written consent.

9. RESOURCES

9.1 The Platform makes available content, information, data, materials, services functionality or other resources (collectively, “Resources”), as well as references and links to such Resources. Resources may be made available and owned by Axora (“Axora Resources”) or by third parties (“Third Party Resources”), and are not intended to amount to advice – whether, legal, accounting, securities or any other type of advice – on which you should rely. We make no representations as to the accuracy, validity, timeliness, completeness, reliability, integrity, quality, legality, usefulness or safety of any or all of the Resources and the Platform, or any intellectual property rights therein. Please seek the advice of professionals, as appropriate, regarding the evaluation of any User Content or Resources. Resources are subject to change at any time without notice.

9.2 We disclaim all liability and responsibility arising from any reliance placed on any Resources by you or any other user of the Platform, or by anyone who may be informed of the content of any Resources, except with regard to defects of such Resources that were known by us and fraudulently not disclosed by us.

9.3 We neither control nor endorse, nor are we responsible for, any Third Party Resources, including the accuracy, validity, timeliness, completeness, reliability, integrity, quality, legality, usefulness or safety of Third Party Resources, or any intellectual property rights therein. Nothing in these Terms will be deemed to be a representation or warranty by Axora with respect to any Third Party Resources, including in relation to the security of any information (including credit card or other personal information) that you might be requested to provide as part of your use of a Third Party Resource. We have no obligation to monitor Third Party Resources, and we may block or disable access to any Third Party Resources (in whole or part) through the Platform at any time. In addition, the availability of any Third Party Resources through the Platform does not imply our endorsement of, or our affiliation with, any provider of such Third Party Resources even if such Third Party Resources are marketed or distributed via the Platform or any of the other material provided by us, nor does such availability create any legal relationship between you and any such provider. It is your responsibility to carry out your own investigations on third parties and Third Party Resources before proceeding with any transactions on, or using, such Third Party Resources.

10. INTELLECTUAL PROPERTY RIGHTS

10.1 You acknowledge that all intellectual property rights in the Platform and all Resources belong to us or our licensors. You have no rights in, or to, the Platform other than the right to access it in accordance with these Terms.

10.2 You will retain all intellectual property rights to any User Content, but you provide to Axora the right to use, alter, analyse, publicly display or reproduce that content, and to distribute your User Content on the Platform, any other Axora channel or to third parties, including third party marketing and distribution platforms. You warrant that you are the owner of, or have the right to use, all User Content, and that you have the right to license such right to Axora in accordance with these Terms.

10.3 You are permitted to make use of the Platform and Resources, for example by accessing and downloading them, and/or using them for your own research or work, subject to the restrictions in Section 8.

10.4 All trade names, trademarks, service marks, logos, symbols and copyrightable works available through the Platform are the property of their respective owners and, except for the rights that you grant to Axora under Section 10.2, nothing contained on the Platform or in these Terms should be construed as granting any right to use any trade names, trademarks, service marks, logos or copyrightable works without the express prior written consent of the owner.

10.5 You may not use our trade names, trademarks, service marks, logos, symbols or copyrightable works (“Axora Marks”) without our prior written consent. You agree not to use Axora Marks in connection with any product or service that is not ours, or in any manner that is likely to cause confusion.

11. DISCLAIMER OF WARRANTIES

The Platform and any Resources are made available to you without any warranties of any kind, except with regard to defects that have been fraudulently concealed by Axora. To the extent permitted by law, we exclude all conditions, warranties, representations or other terms which may apply to the Platform or any content on it, whether express or implied. All disclaimers of any kind (including in this Section 11 and elsewhere in these Terms) are made for the benefit of both Axora and its affiliates and their respective owners, directors, officers, employees, affiliates, agents, representatives, licensors, suppliers and service providers, and their respective successors and assigns (collectively, the “Axora Parties”).

12. LIMITATION OF LIABILITY

12.1 All claims against Axora for compensation or damages and reimbursement of expenditures, regardless of the legal nature of the respective claim (e.g., contractual claims, claims arising from tortious acts or under competition law) (collectively the “Damages”) are subject to the limitations of liability set out in this Section 12.

12.2 Nothing in these Terms excludes or limits our liability for death or personal injury arising from our negligence, or our fraud or fraudulent misrepresentation, or any other liability that cannot be excluded or limited by English law.

12.3 We will not be liable to you for any Damages (including any direct, indirect or consequential Damages of any kind, or Damages for diminution of value, loss of profits, loss of revenue, loss of business, loss of use or data, or loss of goodwill), whether in contract, tort (including negligence), breach of statutory duty, or otherwise, even if foreseeable, arising under or in connection with your use of, or inability to use, the Platform, or your use of or reliance on the Resources on the Platform.

12.4 Your sole and exclusive remedy for dissatisfaction with the Resources or the Platform is to stop using the Platform and/or request that Axora close your account.

12.5 We will not be liable for any Damages caused by a virus, distributed denial-of-service attack, or other technologically harmful material that may infect your computer equipment, computer programs, data or other proprietary material due to your use of the Platform or to its downloading of any content on the Platform, or on any website linked to the Platform.

13. INDEMNITY

To the fullest extent permitted under applicable law, you agree to defend, indemnify and hold harmless each Axora Party from and against all claims, liabilities, damages, judgments, awards, losses, costs, expenses and fees (including attorneys’ fees and expenses) arising out of or relating to: (a) your use of, or activities in connection with, the Platform; or (b) any infringement or alleged infringement of these Terms by you.

14. TERMINATION AND SUSPENSION

These Terms are effective until terminated. You may terminate these Terms at any time and without prior notice. Axora may terminate these Terms for convenience with two weeks’ prior notice. Axora may suspend your right to use the Platform at any time and without prior notice if Axora reasonably believes that you have violated or acted inconsistently with these Terms, or if Axora reasonably believes this to be necessary to preserve the security or integrity of the Platform. Upon any such termination or suspension becoming effective, your right to use the Platform will immediately cease. In case of a termination becoming effective, Axora may, without liability to you or any third party, immediately deactivate or delete your Access Credentials and all associated materials, without any obligation to provide any further access to such materials. Any provision of these Terms that expressly or by implication is intended to come into or continue in force on or after termination of these Terms shall remain in full force and effect.

15. GOVERNING LAW

These Terms, your use of (including any access to) the Platform, and all related matters are governed solely by, and construed solely in accordance with, the laws of England and Wales. You and Axora both agree that the courts of England will have exclusive jurisdiction.

16. INFORMATION OR COMPLAINTS

16.1 If you have a question or complaint regarding the Platform, please send us a message via our website Contact Us page, which you can find at www.axora.com/contact or get in touch with your local Axora representative. Please note that any electronic communications will not necessarily be secure; accordingly you should not include credit card information or other sensitive information in your correspondence with us.

16.2 If you believe in good faith that materials available as part of the Platform infringe your copyright, you (or your agent) may write to us by mail or e-mail and request that we remove such material or block access to it. Please be precise about the identity and location of the allegedly infringing materials. If you believe in good faith that someone has wrongly filed a notice of copyright infringement against you, you may send us a written counter-notice. Please note we have a policy of terminating the accounts of any repeat infringers under appropriate circumstances. Notices and counter-notices must be sent in writing to Nick Mayhew, Chief Commercial Officer by mail to 68 Pall Mall, London, UK. SW1Y 5ES or by e-mail to hello@axora.com.

17. MISCELLANEOUS

17.1 These Terms do not, and will not be construed to, create any partnership, joint venture, employer-employee, agency or franchisor-franchisee relationship between you and Axora.

17.2 If any provision of these Terms is found to be unlawful, void or for any reason unenforceable, that provision will be deemed severable from these Terms and will not affect the validity and enforceability of any remaining provision. In such case, both parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.

17.3 You may not assign, transfer or sublicense any or all of your rights or obligations under these Terms without our express prior written consent. We may assign, transfer or sublicense any or all of our rights or obligations under these Terms without restriction.

17.4 No waiver by either party of any breach or default under these Terms will be deemed to be a waiver of any preceding or subsequent breach or default.

17.5 Any heading, caption or section title contained herein is for convenience only, and in no way defines or explains any section or provision. All terms defined in the singular will have the same meanings when used in the plural, where appropriate and unless otherwise specified.

17.6 Any use of the term “including” or variations thereof in these Terms will be construed as if followed by the phrase “without limitation.”

17.7 These Terms, including any terms and conditions incorporated herein, are the entire agreement between you and Axora relating to the subject matter hereof, and supersedes any and all prior or contemporaneous written or oral agreements or understandings between you and Axora relating to such subject matter.

17.8 Notices to you (including notices of changes to these Terms) may be made via posting to the Platform or by e-mail to the most recent email address that you have provided to us (including in each case via links), or by regular mail to the most recent mailing address that you have provided to us.

17.9 Without limitation, a printed version of these Terms and of any notice given in electronic form will be admissible in judicial or administrative proceedings based upon or relating to these Terms to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.

17.10 Axora will not be responsible for any failure to fulfill any obligation due to any cause beyond its control.

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