AXIA Coin Terms

PURCHASE OF AXIA COINS

PLEASE READ THESE TERMS OF SALE CAREFULLY. BY REMITTING PAYMENT, YOU, AS A PURCHASER, AGREE TO BE LEGALLY BOUND BY THESE TERMS AND CONDITIONS (TERMS) AND ALL TERMS INCORPORATED HEREIN BY REFERENCE ON YOUR BEHALF AND ON BEHALF OF ANY PERSON ON WHOSE BEHALF YOU ARE ACQUIRING AXIA COINS. THESE TERMS CONTAIN A RELEASE AND DISCLAIMER OF LIABILITY, AN ARBITRATION PROVISION AND WAIVERS OF RIGHTS TO CLASS ACTIONS AND JURY TRIALS.

Last updated: April 2022

Capitalised terms in these Terms shall have the meanings given to them in Part I (Definitions; Interpretation) unless the context requires otherwise.

AXIA Coins are not intended to be a security or a guarantee under the laws of any jurisdiction. AXIA Coins do not represent any entitlement to vote, manage, or share in the profits or proceeds of any entity. AXIA Coins do not represent ownership of any physical asset. AXIA Capital Bank Ltd., a Dominican company limited by shares (AXIA Bank), does not guarantee or suggest any economic return from purchasing AXIA Coins and you should not purchase AXIA Coins for the purpose of investment or speculation. Purchase of AXIA Coins should be without expectation of any profit, dividend, capital gain, financial yield or any other return, payment or income of any kind. AXIA Bank is not the agent, attorney, financial advisor or consultant to any person acquiring the AXIA Coins, AND owes such person no fiduciary or other duties or responsibilities of any nature whatsoever.

The purchase of AXIA Coins carries risks that could lead to a loss, including a total loss, of the value or utility of the AXIA Coins (for more details, see Part III (Risk Factors)) or of the purchase price. There can be no assurance nor warranty that the objectives of the AXIA Ecosystem will be achieved or that AXIA Coins shall ever hold or maintain value within the AXIA Ecosystem or elsewhere.

Purchasers should also be aware that they will be required to bear all the financial risks of any purchase of AXIA Coins for an indefinite period of time.

The information in these Terms (including any document incorporated by reference herein) does not constitute a recommendation by AXIA Bank or any other person, nor does it constitute advice on the merits of purchasing AXIA Coins. The information in these Terms does not necessarily identify, or purport to identify, all the risk factors associated with the purchase of AXIA Coins. Purchasers must make their own independent assessment, after making such investigations as they consider necessary, of the merits of purchasing AXIA Coins. Purchasers should consult and rely upon their accounting, legal and tax representatives and upon their financial, expert and other advisors in order to evaluate the economic, legal and tax consequences of purchasing AXIA Coins.

Purchasers must also investigate as to the regulations within the countries of their nationality, residence, ordinary residence or domicile regarding the purchase of AXIA Coins, including, but not limited to: restrictions or regulations regarding (1) buying, holding, trading or disposing of cryptographic AXIA Coins or crypto or virtual currencies in general; (2) the exchange or export of their applicable currency; and (3) accessing or using the AXIA Ecosystem or any of its functionalities. AXIA Bank does not offer to distribute AXIA Coins and is not soliciting the purchase of AXIA Coins in any jurisdiction or to any person to whom it is unlawful to make such an offer or solicitation in such jurisdiction. The information in these Terms and the sale of AXIA Coins in general are not intended for, and are not applicable to, any Restricted Person.

These Terms are based on the law and practice in force in The Commonwealth of Dominica at the relevant time and are subject to changes therein. In the event of any dispute between AXIA Bank and a Purchaser, such dispute shall be determined pursuant to the arbitration provisions detailed in Part II, Sections J (Submission to Arbitration) and K (Waiver of Class Action Rights and Class-Wide Arbitration).

These Terms are as of the date and version number first stated above. AXIA Bank may amend these Terms from time to time. If any such amendments are made, AXIA Bank will amend the version number stated above and will make every effort to update these Terms on the Website and to publish a notice regarding the amendments. It is the sole responsibility of a Purchaser to read and review all updates to these Terms.

To the extent that any provisions of these Terms which are binding on the Purchaser are revised after the Purchaser remits payment but prior to the Distribution of the purchased AXIA Coins to such Purchaser, such Purchaser may be required to confirm that they accept such revised Terms to remain eligible to receive AXIA Coins. Failure to accept the amended Terms may result in such Purchaser’s contribution being refunded in accordance with Part II, Section F (Individual Termination Events and Refund Process).

PART 1 DEFINITIONS AND INTERPRETATION

A. Definitions and Interpretation In these Terms the following capitalized terms have the meanings given below, unless the context otherwise requires:

Accepted Currency	USD or any other cryptocurrency or fiat currency as determined by AXIA Bank in its absolute discretion and as noted in writing to the Purchaser;
AXIA Bank Affiliates	past, present and future employees, officers, directors, contractors, council members, consultants, equity holders, suppliers, volunteers, certifiers, vendors, service providers, agents, representatives, partners, advisors, and the predecessors, successors and assigns of each of the foregoing or any person or legal entity described or recognized in writing by AXIA as its affiliate (but shall exclude, to the extent the Purchaser or any Purchaser Affiliate would be an AXIA Bank Affiliate, such Purchaser or Purchaser Affiliate);
AXIA Coins	the cryptographic AXIA coins issued and/or distributed by AXIA Bank, such AXIA Coins to be an AXIA Network standard compliant cryptographic token or, at the sole discretion of AXIA Bank and without requiring any further consent from the Purchaser such other cryptographic token protocol for use on a native blockchain that interacts with an AXIA Bank entity;
AXIA Ecosystem	the ecosystem operated or supported by services made available by AXIA Systems Inc. or AXIA Support Inc;
Business Day	a day (not being a Saturday or Sunday or public holiday) when banks are open for business in the Commonwealth of Dominica for the transaction of normal banking business;
Coin Documents	these Terms, AXIA Bank and the Privacy Policy or any public documentation related to customer terms of service made available through www.axiacapitalbank.com;
Damages	collectively any damages, losses, liabilities, costs or expenses of any kind, whether direct or indirect, consequential, compensatory, incidental, actual, exemplary, punitive, aggravated, or economic (and whether or not caused by negligence) which arises in tort, contract or otherwise and including, without limitation, any loss of business, revenues, profits, data, use, goodwill or other intangible losses;
Designated Account	bank account or cryptocurrency wallet notified to the Purchaser by AXIA Bank (or such duly appointed agent or nominee of AXIA Bank) for the purpose of the payment of the Purchase Price;
Digital Tokens	a digital representation of value that functions as (i) a medium of exchange; (ii) a unit of account; (iii) a store of value, and/or (iv) other similar digital representations of rights or assets, which is neither issued nor guaranteed by any country or jurisdiction;
Distribution	the initiation of the transfer of the purchased AXIA Coins by, or on behalf of, AXIA Bank to the Purchaser and Distributed shall be construed accordingly; In all distribution transaction or events AXIA Bank shall be the agent of the Purchaser and shall be deemed to be acting for and on behalf of, for the benefit of and /or on the instructions of the Purchaser.
Distribution Conditions	the fulfilment of the following conditions, to the satisfaction of AXIA Bank: (i) the Purchaser providing such information and documents as AXIA Bank may require in accordance with the KYC Policy; (ii) the Purchaser remitting the Purchase Price in an Accepted Currency into the Designated Account pursuant to instructions given by or on behalf of AXIA Bank to the Purchaser for such purpose, and AXIA Bank (or its agent or nominee) receiving such Purchase Price in unrestricted and cleared funds in its Designated Account in accordance with such instructions; (iii) these Terms having not been terminated; and (iv) the Purchaser having agreed to any updates or amendments to these Terms, if any, prior to Distribution;
Distribution Date	the date on which the purchased AXIA Coins are Distributed to the Purchaser;
FATF	the Financial Action Task Force;
Individual Termination Event	AXIA Bank, by notice to the relevant Purchaser, electing to terminate the sale of AXIA Coins to any one or more Purchaser as a result of: (i) such Purchaser failing to meet any Distribution Conditions within a reasonable period after the date of these Terms in the sole determination of AXIA Bank; (ii) such Purchaser breaching any term of these Terms; or (iii) AXIA Bank in its sole discretion refusing or cancelling any requests to purchase AXIA Coins by the Purchaser; or (iv) such Purchaser having committed any act of money-laundering, financing of terrorism or other international crime;
KYC Policy	the know-your-client / anti-money-laundering / counter-terrorism financing policy of AXIA Bank as made available via AXIA Bank website: www.axiacapitalbank.com and provided by or on behalf of AXIA Bank to the Purchaser from time to time;
Purchase Price	the purchase price payable by the Purchaser to or at the direction of AXIA Bank for the AXIA Coins;
Purchaser Affiliate	an entity directly or indirectly controlled by or under common control with the Purchaser (where control, including the terms controlled by and under common control with) means the possession, directly or indirectly, of the power to direct or cause the direction of the management or directorship or policies of such person, whether through the ownership of voting securities, by contract, or otherwise);
A Privacy Policy	the privacy policy of AXIA Bank as made available via the AXIA Bank the website: www.axiacapitalbank.com, or otherwise as provided by or on the behalf of AXIA Bank to the Purchaser from time to time;
Refund Process	has the meaning given in Part II Section F;
Restricted Jurisdiction	(i) any FATF high-risk jurisdiction or a FATF jurisdiction with strategic deficiencies; (ii) Cuba; (iii) Democratic People’s Republic of Korea (North Korea); (iv) Iran; (v) Pakistan; (vi) Syria; (vii) the Crimea region of Ukraine, (viii) Russia, or (ix) any jurisdiction for which the sale of AXIA Coins, or any offer or solicitation in respect of the AXIA Coins, would require registration or licensing not obtained by AXIA Bank or otherwise would be unlawful;
Restricted Person	any person that is, or any person purchasing AXIA Coins on behalf of: (i) a citizen, resident (tax or otherwise) of, or a person located or domiciled in any Restricted Jurisdiction or any entity, including without limitation, any corporation, partnership, trust or unincorporated entity, created or organized in or under the laws of any Restricted Jurisdiction; (ii) any person who is the subject of Sanctions or is organized or resident in a country or territory that is the subject of country-wide or territory-wide Sanctions; or (iii) a person under the age of 18 years;
Sanctions	economic or financial sanctions or trade embargoes administered or enforced from time to time by: (i) the United States government, including those administered by OFAC or the U.S. Department of State; (ii) the United Nations Security Council, the European Union or Her Majesty’s Treasury of the United Kingdom; or (iii) any other relevant sanctions authority;
United States or U.S.	the United States of America (including the states and District of Columbia) and any of its territories, possessions and other areas subject to its jurisdiction (including the Commonwealth of Puerto Rico, the U.S. Virgin Islands, Guam and the Commonwealth of the Northern Mariana Islands);
Website	www.axiacapitalbank.com and any other website powered by AXIA Bank and all subdomains thereof;
Website Terms of Use	any terms of use for the Website as available on the Website from time to time, and as may be updated in accordance with its terms.

1.1 References in these Terms to:

a person includes any individual, company, corporation, body corporate, partnership, trust or unincorporated association (whether or not having separate legal personality);
a reference to a document includes all amendments or supplements to such document, or replacements or notations of it in accordance with its terms;
a reference to Clauses, Schedules and Annexes are to, respectively, clauses of and schedules and annexes to these Terms and references to these Terms include its Schedules and Annexes;
Clause, Schedule and Annex headings are for convenience only and are to be ignored in construing these Terms;
including means including without limitation and includes and included shall be construed accordingly;
a month and a year is a calendar month and a calendar year; and
a reference to a statute, statutory provision or subordinate legislation or any provision thereof is a reference to that statute, statutory instrument or subordinate legislation or such provision thereof and any amendment or re-enactment thereto.

PART 2 TERMS AND CONDITIONS OF SALE

These terms constitute the entire agreement between AXIA Bank and the Purchaser regarding the purchase of AXIA Coins and supersede any other previous agreements, understandings and negotiations on that subject matter. In addition, no announcements or other written content by AXIA Bank on any website or social media platforms are, unless expressly stated to the contrary, intended to be binding in any way. If there is any inconsistency between these Terms and any other AXIA Bank document, these Terms prevail to the extent of the inconsistency, except where any announcement on the Website expressly states that it shall act as an amendment to these Terms or otherwise expressly stated to the contrary.

These Terms are as of the date and version number first stated above. AXIA Bank may amend these Terms from time to time. If any such amendments are made, AXIA Bank will amend the version number stated above and will make every effort to update these Terms and to publish a notice on the Website regarding the amendments. It is the sole responsibility of the Purchaser to read and review all updates to these Terms.

To the extent that any provisions of these Terms, which are binding on the Purchaser, are revised after the Purchaser remits payment but prior to the Distribution of the AXIA Coins to such Purchaser, such Purchaser may be required to confirm that they accept such revised Terms to remain eligible to receive AXIA Coins. Where a Purchaser is required by AXIA Bank to confirm their acceptance to any revised Terms, the Purchaser will not be eligible for Distribution until such time as they have accepted the revised Terms in the manner requested by AXIA Bank (unless waived by the AXIA Bank in its sole discretion) and satisfied each other Distribution Condition.

A. Eligibility to Purchase AXIA Coins

These Terms govern the sale of AXIA Coins by AXIA Bank to prospective Purchasers who meet the eligibility criteria to purchase AXIA Coins. However, nothing herein should be construed as an offer to sell or a solicitation to purchase AXIA Coins to any person: (a) in any Restricted Jurisdiction and any other jurisdiction in which such offer or solicitation is not authorized; or (b) to whom it would be unlawful to make such offer or solicitation.

In particular, the information in these Terms is not intended for, and is not applicable to, any Restricted Person. If a Restricted Person purchases AXIA Coins, AXIA Bank shall not be bound by these Terms (including, for the avoidance of doubt, any documents incorporated herein) in relation to such purchase and may take all necessary and appropriate actions, in its sole discretion, to invalidate any agreement between AXIA Bank and such Restricted Person, including referral of information to appropriate authorities.

It is the responsibility of any person or persons wishing to purchase AXIA Coins to inform themselves of, and to observe, all applicable laws and regulations of any relevant jurisdiction.

B. KYC Screening Requirements

To purchase AXIA Coins, every Purchaser must follow the know-your-customer (KYC) process (the KYC Process) as outlined in the KYC Policy as provided by AXIA Bank to the Purchaser from time to time. No AXIA Coins shall be Distributed to a Purchaser, and the Distribution Conditions shall not be met, until the Purchaser has successfully completed the KYC Process. Any purchase which does not comply with the KYC process shall be null and void and of no effect.

If a Purchaser fails to pass the KYC Process after it has remitted payment to AXIA Bank, AXIA Bank shall initiate the Refund Process in accordance with Part II, Section F (Termination Events and Refund Process). Potential Purchasers must familiarise themselves with the KYC Policy prior to attempting to purchase AXIA Coins, to ensure that they will be able to provide the documents and confirmations required.

C. AXIA Bank Rights

1.1 AXIA Bank reserves the right to reject any Purchaser at its absolute discretion at any point;

1.2 AXIA Bank reserves the right to waive or not enforce one or more provisions of these Terms in respect of any one or more Purchasers, and to enter into any agreement with a Purchaser that contains terms that differ substantially from the Terms set out herein; and

1.3 AXIA Bank may amend these Terms from time to time as it determines in its absolute discretion.

To the extent that any provisions of these Terms which are binding on the Purchaser are revised after the Purchaser remits payment but prior to the Distribution of the Purchased AXIA Coins to such Purchaser, such Purchaser may be required to confirm that they accept such revised Terms to remain eligible to receive Tokens. Where a Purchaser is required by AXIA Bank to confirm their acceptance to any revised Terms, the Purchaser shall not have satisfied the Distribution Conditions until such time as they have accepted the revised Terms in the manner requested by AXIA Bank (unless waived by AXIA Bank in its sole discretion).

D. Disclaimer of Liability; No AXIA Bank Warranties or Representations;

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL AXIA BANK BE LIABLE FOR ANY DAMAGE AS DEFINED IN PART 1 TO THE TERMS & CONDITIONS, NOR FOR ANY DAMAGES OF ANY KIND OR FOR LOSS OF REVENUE HOWSOEVER ARISING, NOR FOR ANY LOSS OF INCOME OR PROFITS, LOSS OF USE OR DATA, LOSS OR DIMINUTION IN VALUE OF ASSETS, OR DAMAGES FOR BUSINESS INTERRUPTION ARISING OUT OF OR IN ANY WAY RELATED TO THE AXIA COINS, THESE TERMS, ACCESS OR USE OF THE AXIA ECOSYSTEM (INCLUDING THE WEBSITE) OR OTHERWISE RELATED TO THESE TERMS (INCLUDING, BUT NOT LIMITED TO, ANY DAMAGES CAUSED BY OR RESULTING FROM RELIANCE BY ANY USER ON ANY INFORMATION HEREIN OR INCORPORATED HEREIN, OR FROM MISTAKES, OMISSIONS, INTERRUPTIONS, DELETIONS OF FILES OR EMAILS, ERRORS, DEFECTS, BUGS, VIRUSES, TROJAN HORSES, DELAYS IN OPERATION OR TRANSMISSION OR ANY FAILURE OF PERFORMANCE, WHETHER OR NOT RESULTING FROM ACTS OF GOD, COMMUNICATIONS FAILURE, THEFT, DESTRUCTION OR UNAUTHORISED ACCESS TO RECORDS, PROGRAMS OR SYSTEMS), REGARDLESS OF THE FORM OF ACTION, WHETHER BASED IN CONTRACT, TORT (INCLUDING, BUT NOT LIMITED TO, SIMPLE NEGLIGENCE, WHETHER ACTIVE, PASSIVE OR IMPUTED), OR ANY OTHER LEGAL OR EQUITABLE THEORY. IN ENTERING INTO THIS PURCHASE AGREEMENT, THE PURCHASER REPRESENTS AND WARRANTS THAT IT HAS UNDERSTOOD AND FREELY ACCEPTS THIS DISCLAIMER OF LIABILITY AND SHALL INDEMNIFY AXIA BANK FOR ALL LOSS OR LIABILITY HOWSOEVER ARISING FROM THIS SAID AGREEMENT. FURTHER THE PURCHASER REPRESENTS AND WARRANTS THAT IT HAS WAIVED ALL RIGHT, SUITS OR CAUSES OF ACTION AGAINST AXIA IN ALL RESPECTS RELATING TO THIS PURCHASE AGREEMENT.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW AND SUBJECT TO THE LIMITATIONS ON LIABILITY SET OUT HEREIN, IN NO EVENT SHALL THE MAXIMUM AGGREGATE LIABILITY OF AXIA BANK ARISING OUT OF OR IN ANY WAY RELATED TO THESE TERMS (INCLUDING ANY DOCUMENTS INCORPORATED HEREIN), THE ACCESS TO AND USE OF THE WEBSITE, THE AXIA COINS, THE AXIA ECOSYSTEM OR ANY APPLICATION, PRODUCTS OR SERVICES ACCESSED ON THE AXIA ECOSYSTEM EXCEED THE GREATER OF US$100 AND THE AMOUNT RECEIVED BY AXIA BANK FROM PURCHASERS FOR THE SALE OF THOSE AXIA COINS THAT ARE THE SUBJECT OF THE CLAIM.

EACH PURCHASER AGREES THAT ALL CLAIMS OR DISPUTES ARISING OUT OF, OR REASONABLY INCIDENTAL TO THESE TERMS (OR AGREEMENT), SHALL BE REFERRED TO ARBITRATION UNDER THE ARBITRATION ACT OF THE COMMONWEALTH OF DOMINICA AND WARRANT THAT THEY WILL NOT COMMENCE, OR ATTEMPT OR THREATEN TO COMMENCE, ANY PROCEEDINGS, ACTION OR CLAIM (INCLUDING ANY CLAIM FOR COMPENSATION OR COSTS) AGAINST AXIA BANK IN ANY JURISDICTION FOR THE RECOVERY OF ANY LOSS, DAMAGE, COST OR EXPENSE, OR IN RELATION TO ANY LIABILITY, HOWSOEVER ARISING OUT OF OR IN CONNECTION WITH TOKENS, THESE TERMS (INCLUDING ANY DOCUMENTS INCORPORATED HEREIN) OR THE AXIA ECOSYSTEM, EXCEPT IN ACCORDANCE WITH THE ARBITRATION PROVISIONS AS SET OUT IN THE ARBITRATION ACT OF THE COMMONWEALTH OF DOMINICA.

ANY LIABILITY TO ANY PURCHASER ARISING OUT OF OR IN ANY WAY RELATED TO THESE TERMS (INCLUDING ANY DOCUMENTS INCORPORATED HEREIN), THE ACCESS TO AND USE OF THE WEBSITE, THE AXIA COINS, THE AXIA ECOSYSTEM OR ANY APPLICATION, PRODUCTS OR SERVICES ACCESSED ON THE AXIA ECOSYSTEM SHALL BE LIMITED TO THE EXTENT SET OUT IN THESE TERMS. PURCHASERS ACKNOWLEDGE THAT THEY HAVE NOT RELIED ON ANY REPRESENTATION OR STATEMENT BY AXIA BANK IN MAKING ANY DECISION TO PURCHASE AXIA COINS AND THAT IN THIS TRANSACTION.

NO PERSON HAS BEEN AUTHORISED BY AXIA BANK TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATION CONCERNING AXIA COINS, ACCESS TO AND USE OF THE WEBSITE, THE AXIA ECOSYSTEM OR ANY APPLICATION, PRODUCTS OR SERVICES ACCESSED ON THE AXIA ECOSYSTEM (OTHER THAN AS CONTAINED IN THESE TERMS) AND, IF GIVEN OR MADE, ANY SUCH OTHER INFORMATION OR REPRESENTATION SHOULD NOT BE RELIED UPON AS HAVING BEEN AUTHORISED BY AXIA BANK.

THE PURCHASER EXPRESSLY ACKNOWLEDGES, DECLARES AND CONFIRMS THAT IN THIS TRANSACTION AXIA Bank has not and does not make any representation or warranty with respect to the AXIA Coins. AXIA Coins are provided on an “as is” and “as available” basis, without warranty, including but not limited to any warranty of merchantability, any warranty of fitness for particular purpose, or any warranty regarding their value, technical specifications, performance or function.

The Purchaser declares and agrees that it is a condition of this agreement that AXIA Bank hereby expressly disclaims responsibility and shall in no case be liable, and each Purchaser hereby releases AXIA Bank from any liability, for any damage, loss, penalty, cost or expense, whether direct, indirect, incidental, consequential, special, punitive, exemplary or economic (and whether or not caused by negligence) which arises in tort, contract or otherwise howsoever, to the fullest extent allowed by applicable law, to any person or entity in connection with:

1.1 any person’s purchase of AXIA Coins in violation of any anti-money laundering, counter-terrorism financing or other regulatory requirements that are imposed in any jurisdiction, whether due to such person purposefully evading safeguards within the KYC Process or whether due to a failure or omission within the KYC Process itself;

1.2 any person’s purchase of AXIA Coins in violation of or contravention to any representation, warranty, obligation, covenant or other provision of these Terms;

1.3 the exercise of any right by AXIA Bank under these Terms;

1.4 unauthorised data interception, interruption, transmission blackout, or delays (due to data volume, server error or otherwise) during the KYC Process or otherwise;

1.5 a delay in Distributing the AXIA Coins after the satisfaction of the Distribution Conditions, or a delay in the Refund Process (whether due to an Individual Termination Event, a failure to pass the KYC Process or otherwise);

1.6 any loss in value suffered by any person as a result of the Refund Process;

1.7 any delay in development of the AXIA Ecosystem, any failure to meet any anticipated milestones for the AXIA Ecosystem or any failure to timely disclose any information relating to the development of the AXIA Ecosystem;

1.8 any error, bug, flaw, defect or otherwise of the source code of the AXIA Ecosystem or in related code;

1.9 any application, program, service or good created on, operated on or connected to AXIA Ecosystem;

1.10 any malfunction, breakdown, collapse, or delay caused by the Ethereum blockchain;

1.11 the loss or perceived poor utilisation of the proceeds raised;

1.12 any theft or loss of AXIA Coins due a failure to (a) safeguard a digital wallet, including the loss, destruction, theft or accidental disclosure of a private key, or (b) not utilising a proper type or kind of digital wallet as described herein, including improperly utilizing a wallet or account from a cryptocurrency exchange;

1.13 any default, breach, infringement, breakdown, collapse, service suspension or interruption, fraud, mishandling, misconduct, malpractice, negligence, bankruptcy, insolvency, dissolution or winding-up of any third party funding portal, wallet or exchange service handling AXIA Coins;

1.14 any difference, conflict or contradiction between these Terms and any information provided on any third party funding portal;

1.15 any tax consequences to the Purchaser or for any withholding, collecting, reporting, paying, settling and/or remitting any sales, use, value added, or any other tax arising from the Purchaser’s purchase of AXIA Coins;

1.16 listing or delisting of AXIA Coins on or from any cryptocurrency exchange or market, or the trading of, or the inability to trade, AXIA Coins on the same;

1.17 AXIA Coins, or any agreement to purchase AXIA Coins, being classified or treated by any government, quasi-government, authority or public body as a classification that may be banned, regulated or subject to legal restrictions; and

1.18 Any and all matters of whatever nature not contained or listed at #1 to 17 above.

E. Purchaser Representations and Warranties

By purchasing AXIA Coins, you, as a Purchaser, hereby represent and warrant to AXIA Bank that:

1.1 you, and any person you are acting on behalf of or purchasing AXIA Coins for:

are not Restricted Persons and meet all of the eligibility requirements in these Terms;
are of sufficient age to enter into a binding contract and have full legal capacity of conduct under the laws of the jurisdiction where you and they are domiciled or maintain citizenship;
that you are of mental competence and full understanding and have received independent legal advice on each and every term contained herein;
where acting on behalf of an entity, have the necessary authority and consents to accept these Terms on behalf of such entity and agreeing to these Terms and purchasing AXIA Coins hereunder shall not result in any breach of (a) any provision of a Purchaser’s constitutional or organisational documents, or (b) of any equivalent document for any person on whose behalf you are acting, or (c) of any provision of any judgment, decree or order imposed on a Purchaser or any person on whose behalf you are acting, or (d) of any other material agreement, obligation, duty or commitment to which the Purchaser or any person on whose behalf you are acting is bound;
have read, understood and agreed to these Terms, which includes all announcements on the Website;
understand and agree that personal information shall be utilised in accordance with the Privacy Policy;
will only access and use the AXIA Ecosystem in accordance with the relevant terms of use;
have had the opportunity to seek independent legal, accounting, taxation and other professional advice regarding these Terms;
are not a person on any sanctions lists imposed by the United Nations, European Union, or regional or international organisation of which the Commonwealth of Dominica is a member or associate member and where the sanctions, embargos or similar measures have not been extended to Commonwealth of Dominica
do not reside in and no payment will be made from any country or territory that has been designated as a ‘non-cooperative country or territory’ by the FATF; ( k) your and their participation in the purchase of AXIA Coins does not violate any anti-money laundering, politically exposed person, Sanctions or counter-terrorism financing regulations; and
the funds used to purchase AXIA Coins are not derived from or related to any activities considered criminal or otherwise unlawful in any relevant jurisdiction and you and they will not use the AXIA Coins to finance, engage in or otherwise support any activity considered criminal or otherwise unlawful in any relevant jurisdiction;
are permitted by the laws of your and their jurisdiction to purchase AXIA Coins; and
legally permitted and capable to acquire, receive and hold AXIA Coins and Digital Tokens generally and to access and use the AXIA Ecosystem without any further registration, authorisation, declaration, filing or consent being required by you and / or any person on whose behalf you are acting;
understand distributed ledger technology and Digital Tokens, and are fully aware of the risks associated with the same;
are experienced in and fully capable of operating, maintaining and safekeeping any digital wallet to which you or they propose to receive or send AXIA Coins;
do not require any consent, approval, order or authorization of, or qualification, registration, declaration, designation or filing with, governmental authority or agent of any kind with regard to the purchase of AXIA Coins;
understand that AXIA Coins do not represent securities of any form, shares, equity or any type of ownership interest in any existing or future public or private company, corporation or other entity in any jurisdiction, and that AXIA Coins do not represent any entitlement to vote, manage, or share in the profits or proceeds of any entity;
understand that AXIA Coins do not represent ownership of any physical asset and are not a security of any kind and that the AXIA Bank is not representing in any way to the Purchaser that the AXIA Coins have any rights, uses, purpose, attributes, functionalities or features and the Purchaser acknowledges, understands and agrees that the Purchaser should not expect and there is no guarantee or representation made by AXIA Bank that the Purchaser will receive any other credit, product, service, rights, attributes, functionalities, features or assets of any kind whatsoever, including, without limitation, any Digital Tokens now or in the future whether through receipt, exchange, conversion, redemption or otherwise;
understand that the AXIA Coins may have no value;
understand that you and they are waiving any right to participate in a class action lawsuit or in a class-wide arbitration against AXIA Bank or any right to a jury trial and shall indemnity AXIA Bank against the costs of litigation and any damages from any non arbitration litigation;
understand both the ambit and the limitations on, and release of liability and indemnities set out in these Terms;
except as otherwise provided for herein, understand that you and they have no right of any refund of any amounts submitted or that will be submitted to AXIA Bank for the issuance of AXIA Coins;
understand that nothing in these Terms should be construed as tax, investment, accounting or legal advice, and that you and they bear the sole responsibility to determine the tax implications of (a) the purchase of AXIA Coins; (b) ownership and use of AXIA Coins; and (c) any subsequent disposition of AXIA Coins; and
bear full responsibility to declare, bear and pay all such taxes, duties, imposts, levies, tariffs and surcharges that might be imposed by the laws and regulations of any applicable jurisdiction as a result of or in connection with the receipt, holding, use, purchase, appreciation, trading, remittance or disposal of AXIA Coins or use of the AXIA Ecosystem;

1.2 the obligations expressed to be assumed by you under these Terms are legally valid, binding and enforceable obligations against you both at law and in equity;

1.3 all information submitted by you, or on your behalf, is true, complete, valid and non-misleading; and

1.4 you, and any persons on whose behalf you are acting or purchasing AXIA Coins, solemnly declare that the rationale for acquiring AXIA Coins is based solely on the expected future utility of AXIA Coins within the AXIA Ecosystem, and you confirm that your purchase of AXIA Coins, and the purchase of AXIA Coins by any persons on whose behalf you are acting or purchasing AXIA Coins, are purchase for commercial, and not investment, purposes and without expectation of profit, dividend, capital gain, financial yield, increased value on any trading market or exchange, or of any other speculative return, payment or income of any kind.

You agree that each of the above representations and warranties: (1) are true, accurate, complete and non-misleading on the date on which you confirm your acceptance of this agreement, or any revised, Terms; and (2) shall survive an Individual Termination Event, and (3) shall be a binding obligation upon your heirs, estate, successors in title and successors in office. These representations and warranties shall be deemed repeated on the day on which the Distribution Conditions are satisfied and each day that AXIA Coins are Distributed or transferred to you.

F. Individual Termination Event and Refund Process

Termination of Individual Contributions. In addition to and notwithstanding any other provision of these Terms, AXIA Bank reserves the right to initiate the Refund Process in respect of any one or multiple Purchaser’s contribution in the event that:

1.1 such Purchaser fails to meet any Distribution Condition (including, but not limited to, failure to satisfy the KYC Process or failure to accept any revised Terms); and/or

1.2 AXIA Bank in its sole discretion rejects the Purchaser from purchasing AXIA Coins in accordance with its rights under Part II, Section C (AXIA Bank Rights) (whether for regulatory, reputational or other reasons).

Refund Process

The Refund Process shall mean that AXIA Bank shall, as soon as practicable and only to the extent legally permitted to do so in the sole opinion of AXIA Bank, remit and refund to any Purchaser who has remitted payment but has yet to have the corresponding Purchased AXIA Coins Distributed to them, the Purchase Price in the same form, subject to the below regarding Hard Forks, as originally transmitted to AXIA Bank from such Purchaser, save that the value of the Purchaser’s payment may have decreased due to fluctuations in the market rate of fiat currencies and cryptocurrencies, deductions of transaction fees or other factors. The Refund Process shall be deemed complete when AXIA Bank initiates transmission of such refund (less any such deductions determined by AXIA Bank) to the digital wallet or bank account the Purchase Price originated from.

Obligations regarding Return of Cryptocurrency

In the event that: (i) any payment was remitted by the Purchaser in cryptocurrency; (ii) the Refund Process is initiated in respect of such payment; and (iii) in the period between the AXIA Bank receiving the payment and the time at which AXIA Bank initiates transmission of such refund, there is a Hard Fork in the blockchain for the relevant cryptocurrency, AXIA Bank shall only be obliged to refund any incremental Digital Tokens generated as a result of the Hard Fork (the New Tokens) to the extent that returning such New Tokens is not prohibitively burdensome or otherwise restricted.

Hard Fork means a permanent divergence in the blockchain resulting in two or more competing blockchains.

In the event of any distribution, other than as a result of a Hard Fork, of new Digital Tokens resulting from the ownership of a pre-existing Digital Tokens (such new Digital Tokens being Airdropped Tokens), AXIA Bank shall be under no obligation to return the Airdropped Tokens as part of the Refund Process.

G. No Waiver

From time to time, AXIA Bank may fail to require or strictly enforce, or may delay requiring or enforcing, compliance with any provision of these Terms. AXIA Bank may also fail to exercise, or delay exercising, any or all of their rights herein. Any such failure or delay shall not be construed as a waiver or relinquishment of AXIA Bank’s rights to assert or rely upon any such provision or right in that or in any other instance. If applicable, an express waiver given by AXIA Bank of any condition, provision, or requirement of these Terms shall not constitute a waiver of any future obligation to comply with such condition, provision or requirement.

H. Severability

If any portion of these Terms is held to be illegal, unenforceable or invalid, whether in whole or part, under the laws of any jurisdiction, that portion shall be severed, and such illegality, unenforceability or invalidity shall not affect the legality, enforceability or validity of the rest of these Terms in that jurisdiction, nor the legality, enforceability or validity of these Terms in any other jurisdiction.

I. Governing Law and Jurisdiction

These Terms, and any changes to the Terms announced on the Website are to be construed and interpreted according to, and each governed by the laws of the Commonwealth of Dominica.

You agree to submit any Dispute (as defined below) to arbitration in accordance with Part II, Section J (Submission to Arbitration) below. To the extent that the agreement to arbitrate is ineffective or void, you agree to submit to the exclusive jurisdiction of the courts of the Commonwealth of Dominica and WAIVE ANY AND ALL RIGHTS TO TRIAL BY JURY.

J. Submission to Arbitration

Any dispute, claim, suit, action, cause of action, demand, or proceeding arising out of or related to these Terms (including, for the avoidance of doubt, all documents incorporated herein and any claims regarding their validity, existence, or termination) and any action or transaction under or contemplated by these Terms, including receiving, using, holding, or transferring AXIA Coins (any Dispute) that is not settled by you within 30 days from the date that either party notifies the other party in writing of the Dispute shall be referred to and finally settled by arbitration in accordance with the provisions of the Arbitration Act (the Act) of the Commonwealth of Dominica. Further, the parties hereby agree that:

1.1 the law of this section and of this agreement is the law of the Commonwealth of Dominica

1.2 the seat of arbitration and of all dispute resolution will be the Commonwealth of Dominica;

1.3 the number of arbitrators will be three, to be appointed in accordance with the Act; and

1.4 the arbitration proceedings will be conducted in English.

Notwithstanding any other provision of these Terms, you agree that AXIA Bank has the right to apply for injunctive remedies (or an equivalent type of urgent legal relief) in any jurisdiction.

To the fullest extent permitted by law, you irrevocably and unconditionally waive, with respect to yourself and any of your revenues and assets (irrespective of their use or intended use), all immunity on the grounds of sovereignty or other similar grounds from: suit; jurisdiction of any court; relief by way of injunction or order for specific performance or recovery of property; attachment of assets (whether before or after judgment); and execution or enforcement of any judgment to which you or your revenues or assets might otherwise be entitled in any proceedings in the courts of any jurisdiction (and you irrevocably agree, to the fullest extent permitted by applicable law, that you will not claim any immunity in any such proceedings).

K. Waiver of Class Action Rights and Class-Wide Arbitration

You agree that any Dispute is personal to you and AXIA Bank and will not be brought as a representative action, class action, or any other type of representative proceeding in which an individual attempts to resolve a Dispute as a representative of another individual or group of individuals. You agree not to join with any other individual or entity or group of individuals or entities for the purpose of seeking to resolve the respective Disputes on a consolidated or representative basis.

L. Indemnification

To the fullest extent permitted by applicable law, you agree to indemnify, defend and hold harmless AXIA Bank (whether personally or vicariously) from and against all claims, demands, actions, damages, losses, costs and expenses (including attorneys’ fees) that arise from or relate to: (1) your responsibilities or obligations under these Terms; (2) your violation, or the violation of any person on whose behalf you are acting, of any of the provisions in these Terms; or (3) any inaccuracy in any representation or warranty given by you under these Terms or otherwise, whether in respect to you or any person on whose behalf you are acting; or (4) against all claims by you or related third parties arising out of or reasonably incidental to this agreement, (5) all claims, matters or proceedings arising out of the Distribution Clause at Part 1 above, the Disclaimer of Liability Clause at Part D above, or generally under this agreement wherein AXIA has acted on your behalf as your agent.

AXIA Bank reserves the right to exercise sole control over the defense, at your expense, of any claim subject to indemnification under this section.

M. Further Steps

As Purchaser, you agree to do anything (including, but not limited to, obtaining consents, signing and producing documents, producing receipts and getting documents completed and signed) which AXIA Bank asks and considers necessary to:

1.1 bind you and any other person intended to be bound in connection with any provision in these Terms;

1.2 confirm whether you are complying with applicable law and these Terms; and/or

1.3 comply with AXIA Bank’s legal, regulatory and governance requirements.

N. No Third-Party Beneficiaries; No Partnership; No Agency

These Terms do not confer rights on third parties and are exclusively between, and intended solely for the benefit of AXIA Bank and the Purchaser, and are not intended to confer any third party beneficiary rights or any rights whatsoever upon any other person or entity not a party to this agreement, and shall not be the basis or ground for any Dispute brought or initiated by them or by the Purchaser for the benefit of any third party in relation to the subject matter of these Terms. The consent of AXIA Bank is required to amend these Terms.

Nothing in these Terms, and no actions by AXIA Bank or any Purchaser unless expressly stated therein, shall constitute, or be deemed to constitute, a partnership, association, joint venture or other co-operative entity between such persons nor appoint any Purchaser as an agent of AXIA Bank.

O. Assignment

No Purchaser may assign or transfer any of its rights or obligations under these Terms. AXIA Bank may assign or transfer any of their rights or obligations under these Terms, in whole or in part, without obtaining the consent or approval of any Purchaser or any other person.

P. Electronic Notices

Each Purchaser agrees and consents to receive electronically all communications, agreements, documents, receipts, notices and disclosures (collectively Communications) that AXIA Bank may provide in connection with these Terms or any purchase or use of AXIA Coins and agrees that such Communications may be delivered by posting them on the Website or to any email address provided by the Purchaser to AXIA Bank to the Website or on which the email is transmitted.

Q. Intellectual Property

AXIA Bank retains all right, title and interest in its intellectual property, including, without limitation, inventions, ideas, concepts, code, discoveries, processes, marks, methods, software, compositions, formulae, designs, techniques, information and data, whether or not patentable, copyrightable or protectable in trademark (and where patentable, copyrightable or protectable, whether or not so protected) and any trademarks, copyrights or patents based thereon. Nothing in these Terms shall confer or be deemed to confer on any Purchaser any rights or licenses in such intellectual property and no Purchaser may use any such intellectual property for any reason whatsoever without AXIA Bank’s consent.

R. Termination and Survival

Subject to the below, the obligations of AXIA Bank under these Terms as between AXIA Bank and a Purchaser shall immediately terminate upon the earlier of: (i) the Distribution of the Purchased AXIA Coins to the Purchaser; or (ii) the occurrence of an Individual Termination Event and the completion of the Refund Process, except where AXIA Bank is not legally permitted to carry out the Refund Process, in the sole opinion of AXIA Bank, in which circumstance, the obligations of AXIA Bank under these Terms as between AXIA Bank and a Purchaser shall immediately terminate upon the occurrence of the Individual Termination Event.

The following Sections of these Terms shall survive the termination of AXIA Bank’s obligations under the Terms in and shall remain binding and effective at all times on the Purchaser unless expressly terminated by the AXIA Bank: Part II, Sections C (AXIA Bank Rights) to E (Purchaser Representations and Warranties) (inclusive) and Sections G (No Waiver) to R (Termination and Survival) (inclusive).

PART 3 RISK FACTORS

Purchasers of AXIA Coins involve significant risks due to, among other things, the rapidly evolving, technological, legal, and regulatory environment of Digital Tokens, which could negatively impact AXIA Coins. Further, the AXIA Entities believe that there are numerous risks involved in the development, maintenance and running of the AXIA Ecosystem, many of which are beyond their control, and that such risks could jeopardize the utility of AXIA Coins within the AXIA Ecosystem. All such risks are accepted by the Purchaser.

Purchasers must rely on their own careful review of these Terms, together with all amendments, Schedules and Annexes, weighing all risks involved with a purchase of AXIA Coins. Purchasers should not construe the contents of these Terms as providing legal, financial, investment, tax or accounting advice and each Purchaser is urged to consult with its own advisors with respect to the legal, tax, regulatory, financial and accounting consequences of a purchase of AXIA Coins.

Each Purchaser should read, comprehend and consider carefully the risks described below before deciding whether to purchase AXIA Coins. Such a decision must be made with a full awareness of the risks involved, which include the risk of a total loss of Purchase Price, a total loss of AXIA Coins or a total loss of the utility or value of AXIA Coins.

A. Purchasers May Lose Their Entire Purchase Amount

AXIA Coins are utilised within the AXIA Ecosystem. There can be no guarantee of the success of continuity of the AXIA Ecosystem. Purchasers should only acquire AXIA Coins if they are prepared to lose the entirety of their purchase amount. The volatility and unpredictability of the price of Digital Tokens, including the AXIA Coins, relative to fiat and other currency may result in significant loss over a short period of time. In addition, the value of the AXIA Coins may be derived from the continued willingness of market Purchasers to exchange fiat and other currency for the AXIA Coins, which may result in the potential for permanent and total loss of value of the AXIA Coins should the market for them fail or disappear altogether. The value of AXIA Coins may be influenced by several factors, such as increasing demand resulting from, among other things, increased use cases within the AXIA Ecosystem and elsewhere, which may not materialise.

B. AXIA Treasury

The AXIA Treasury is designed to provide support to the value of the AXIA Coins from the value of the basket of diversified assets held therein. AXIA Coins cannot be redeemed for assets within the AXIA Treasury. The AXIA Treasury’s value may fluctuate due to volatility in the underlying assets, liabilities (which may or may not be foreseeable) associated with the assets held therein and market conditions.

C. Limited Utility of AXIA Coins

The value of AXIA Coins in the future may be highly sensitive to their utility, including within the AXIA Ecosystem. Acceptance of the AXIA Coins is unproven and any proposals for utility of the AXIA Coins may not materialise or develop as expected. Further, the AXIA Ecosystem is new and unproven. The AXIA Coins do not entitle holders to any particular uses, and Purchasers should not ascribe any value to these potential uses in making their purchase decision. If, in the future, certain additional uses are implemented, they subsequently may be terminated and such cessation may cause the value of the AXIA Coins to decrease.

D. AXIA Coins are Novel and May Have Undesirable Features

The AXIA Coins have no performance history and are relatively novel. The AXIA Coins are not guaranteed, backed by an indenture or sinking fund, and not otherwise directly supported in their price by any underlying item of value. Any value they may hold at any time may decrease or be eliminated in the future. Transfers of the AXIA Coins into Restricted Jurisdictions are prohibited. These prohibitions may limit the demand for the AXIA Coins and the price at which they trade. The AXIA Coins are not legal tender, are not backed by any government, and accounts and value balances are not subject to related protections. Digital Tokens are volatile, and the AXIA Coins may suffer from such volatility. Further, the AXIA Coins may be significantly influenced by microeconomic and macroeconomic market factors. Volatility may decrease the use of the AXIA Coins or result in a perception that they are unreliable.

E. Regulatory Measures

General regulation of Digital Tokens and blockchain technologies (which include the AXIA Coins, the AXIA Ecosystem and transactions such as the distribution of AXIA Coins hereunder) lack uniformity and are unsettled in many jurisdictions. These regulations are evolving rapidly, are subject to significant variation among international jurisdictions and are generally subject to significant uncertainty.

Further, changes to laws or regulations, including the enactment of new requirements in relation to regulatory authorization, anti-money laundering, financial promotions, the use of third-party affiliates, taxation, the internet or e-commerce (or change in the application or interpretation of existing regulations or laws by regulators or other authorities) in any jurisdiction in which the AXIA Entities currently carry on, or wish to carry on, business might oblige the AXIA Entities to cease conducting business, or modify the manner in which they conduct, or plan to conduct, business, in that jurisdiction.

Although the AXIA Entities have established and implemented, and maintain, policies and procedures that they consider adequate to detect any risk of failure by any of the AXIA Entities within their control to comply with their applicable regulatory obligations, there is a risk of non-compliance arising from differing interpretations, human error, unauthorized access, technological failure, and fraud among other factors. There is no guarantee that the distribution of the AXIA Coins, the AXIA Coins and/or any use cases for the AXIA Coins will not suffer as a result of new laws or regulations or by the new enforcement or interpretation of current laws or regulations.

The AXIA Entities may receive queries, notices, warnings, requests or rulings from one or more regulatory authorities from time to time or may even be ordered to suspend or discontinue any action in connection with any element of the AXIA Ecosystem, the AXIA Coins or their distribution. Any non-compliance where applicable laws or regulations apply in any jurisdiction could have a significant impact on the way in which AXIA Bank conducts its business and could subject AXIA Bank to criminal penalties, civil lawsuits, warning notices, fines (which may be excessive) and/or other sanctions from regulators or authorities. The failure to obtain prior regulatory authorization in a jurisdiction or the refusal of a regulator to grant that authorization in a jurisdiction where they may wish to operate could prevent AXIA Bank from maintaining or expanding its business.

Any of the factors described above could have a material adverse effect on the reputation, business, financial condition, and operating results of AXIA Bank. In such a case, the value or utility of AXIA Coins may be negatively affected or may even decrease to zero.

F. Cryptography

Cryptography is constantly evolving and current systems cannot guarantee absolute security going forward. Advances in cryptographic methods or algorithms, or with technology such as with quantum computing, could present risks to all cryptography-based systems, including elements within the AXIA Ecosystem, the AXIA Coins and the protocols upon which they are based. These advances could result in the theft, loss, disappearance, destruction or devaluation of AXIA Coins. There can be no guarantee that the value or security of AXIA Coins will not be destroyed or negatively impacted by the future developments in the field of cryptography.

G. Rapid Changes in Technology and Client Preferences

The blockchain industry is characterized by rapid technological change, changing uses, changes in customer demands, frequent product and service introductions and the emergence of new industry standards and practices. Further, the AXIA Coins utilize open-source software and could be subject to suits by parties claiming breach of the terms of the license for such open-source software.

H. The AXIA Ecosystem Faces Intense Competition

The market for Digital Tokens and related trading is subject to intense competition in many jurisdictions. Competition in the markets has intensified as a result of consolidation, as markets become more global and as exchanges expand their product offerings. Competitors may have greater financial resources, more favourable regulatory licensure, more developed marketing strategies and better customer relationships. Such competition may find success or ultimately even overshadow or overtake the popularity or functionality of the AXIA Coins.

I. Sale Proceeds Could be Targeted by Thieves

There have been many documented incidents of thefts and attempted thefts of cryptographic tokens. AXIA Bank may hold large amounts of cryptographic tokens and/or AXIA Coins following the conclusion of any distribution of AXIA Coins. This may make such entities the target of thieves and scammers. Due to the rapidly evolving nature of cryptography, there likely will always be a risk of vulnerability to theft even with adherence to security best practices. There can be no guarantee that AXIA Bank will not be a victim of theft, the result of which may materially affect AXIA Bank’s ability to comply with these Terms and detract resources available to promote the AXIA Coin and its use cases.

J. Source Code Could Contain Significant Flaws

No one can guarantee the source code of elements within the AXIA Ecosystem, the AXIA Coins, Ethereum or any platform on which they are utilised to be flaw-free. Flaws, errors, defects and bugs in such may disable functionality for users, expose users’ information or otherwise negatively impact users. This could compromise the usability, stability, and/or security of the platforms which utilise the AXIA Coins and consequently adversely impact the value and utility of AXIA Coins.

K. Blockchain May Have Insufficient Bandwidth or Cease to Function

The AXIA Coins are built on a public and un-permissioned blockchain, which is and thus vulnerable to being overwhelmed with traffic. Whether due to an intentional and malicious attack, or whether due to the popularity of a blockchain-related event, the network may from time to time be flooded with requests for transactions that utilise all its throughput capacity. This may leave the network largely inaccessible for many users. In addition, any malfunction, breakdown or abandonment of the protocol used by the AXIA Coins, or any attacks by miners in the course of validating transactions on the applicable blockchain, may have a material adverse effect on the utility of the AXIA Coins. If AXIA developers are unable to address scalability issues, maintain the blockchain or prevent attacks, network congestion may adversely affect the usability of AXIA Coins.

L. Blockchain may Fork

The public blockchain upon which the AXIA Coins are built and may be transferred, is an open source protocol. Once released to the open-source community, anyone may clone the source code and develop a diverging blockchain protocol without prior permission by anyone else. The acceptance and support for such a divergent blockchain by some faction of the community could result in a ‘fork’ in the blockchain. The existence of one or more forks in the blockchain may undermine the usability and sustainability of the AXIA Coins, which could adversely impact the operation of the Platform and the utility and value of AXIA Coins.

M. AXIA Coins may be Lost or Stolen

AXIA Coins stored in a digital wallet are accessible by a private key, which is simply a unique string of text. The loss or destruction of a digital wallet’s private key may render the AXIA Coins on such wallet inaccessible. Further, if a private key is learned or copied by another person, such person could misappropriate the AXIA Coins (and any other Digital Tokens or cryptocurrency) stored in the digital wallet. Purchasers are required to safeguard the private keys of their digital wallets. AXIA Bank will not be liable for any losses due to any situation in which a private key is lost, divulged, destroyed or otherwise compromised, even if the wallet is provided by the AXIA Ecosystem.

N. The AXIA Coins may be Considered Securities in Some Jurisdictions

The AXIA Coins may be deemed to be securities subject to regulatory restrictions in some jurisdictions. For example, applicable securities laws may limit the ability to hold more than certain amounts of the AXIA Coins, restrict the ability to transfer the AXIA Coins, require disclosure or impose other conditions on a Purchaser in connection with any sale of the AXIA Coins, and may restrict the businesses that facilitate exchanges of the AXIA Coins. Every Purchaser is required to make a diligent inquiry to determine if the acquisition, possession and transfer of the AXIA Coins is legal in its jurisdiction and to comply with all applicable laws.

O. Lack of Secondary Markets

The liquidity or trading of AXIA Coins on a market outside of the AXIA Ecosystem is not the responsibility of AXIA Bank. There may be no cryptocurrency exchange or other marketplace facilitating AXIA Coins for trade or exchange with cryptocurrency or fiat currency. Any market for the AXIA Coins may abruptly appear and vanish. Further, should the AXIA Coins ever be listed for trade on an outside market or on a cryptocurrency exchange, AXIA Bank will not be obliged to concern itself with, or to take action with regard to, the pricing, supply or regulation of AXIA Coins on such market or exchange.

P. Exerting Influence over the AXIA Ecosystem and the AXIA Coins

Purchasers will not have any right to vote on any aspect of the AXIA Coins or the AXIA Ecosystem. The interests of AXIA Bank may not be aligned with the interests of Purchasers and there is no guarantee that any governance of the AXIA Coins or the AXIA Ecosystem can prevent, restrict or deter entities from acting in their own self-interests.

Q. These Terms May be Terminated

These Terms may be terminated in accordance with Part II Section F (Termination). Should this occur, there is a risk that AXIA Bank will have lost, spent, or otherwise be unable to remit the payments, in part or in full in accordance with the Refund Process, and Purchasers will not receive AXIA Coins. Further, even if AXIA Bank is able to remit payments in full, the value of payments may have decreased due to fluctuation in the market rate of Digital Tokens, deductions of transaction fees or other factors.

R. Data Privacy Risk

AXIA Bank collects and retains personal information from Purchasers. The collection and retention of such information is subject to applicable laws and regulations. Databases holding such information are vulnerable to breaches and other forms of unauthorized access. If AXIA Bank or any third-party service provider engaged by them fails to transmit customer information correctly or if any such theft or loss of personal customer data were otherwise to occur, AXIA Bank could face liability under data protection laws. This could also result in the loss of the goodwill of the holders of the AXIA Coins and deter new purchasers. The AXIA Entities may be required to expend significant financial resources to alleviate problems caused by any breaches or losses, settle fines and resolve inquiries from regulatory or government authorities, which may detract resources available to promote the Coin, the AXIA Ecosystem and its use cases.

S. Taxation Issues

Taxation laws and regulations are highly complex and subject to interpretation, especially when cross-border transactions and multiple tax jurisdictions are involved. Purchasers may have tax reporting implications and participating in any distribution of AXIA Coins may create liabilities for Purchasers, depending on their tax jurisdiction and situation. The taxation of Digital Tokens is an evolving area of law and often varies widely between jurisdictions. Purchasers are urged to consult their tax advisors prior to participating in a distribution of AXIA Coins. AXIA Bank expressly disclaims responsibility and liability for the tax treatment and tax obligations arising from any participation in a distribution of AXIA Coins.

AXIA Bank is subject to changing tax laws, treaties and regulations. If any tax authority successfully challenges the operational structure of the distribution of AXIA Coins, or if AXIA Bank loses a material tax dispute, their tax liabilities could increase substantially. This may detract resources available to promote the AXIA Coin and its use cases.

T. Internal Control Risk

AXIA Bank has put in place systems and procedures that it believes to be adequate to safeguard the security, integrity and confidentiality of information, to block users from certain jurisdictions and to protect the AXIA Coins from being used to defraud, launder money or for other unlawful activities. These systems and controls could fail or otherwise be found to be inadequate, either currently or as a result of future technological developments. This could result in violations of applicable laws or regulations. Any such violations or claims in respect of any such violations could damage the reputation of the AXIA Coins and detract resources available to promote the AXIA Coin and its use cases. In addition, failure to adequately monitor and prevent money laundering and other fraudulent activity could result in civil or criminal liability for AXIA Bank.

U. Talent Risk

The development and prospects of the AXIA Ecosystem and the AXIA Coins are dependent upon attracting, training and incentivizing the decentralized participation of those with, mathematical, engineering, programming and other such suitable expertise. Whilst arrangements have been entered into with individuals with the aim of leveraging the services of each of them within a decentralized framework, retention of these services cannot be guaranteed and there is a risk that other companies, including competitors, may seek to hire these people. The loss of the services of any of AXIA community active participants may have a material adverse effect on the utility of the AXIA Coins.

V. Corporate Risks

AXIA Bank is incorporated under the laws of the Commonwealth of Dominica with limited liability. AXIA Bank is incorporated in the Commonwealth of Dominica because of certain benefits associated with being a Commonwealth of Dominica company, such as political and economic stability, an effective judicial system, a favourable tax system, the absence of exchange control or currency restrictions and the availability of professional and support services. However, the Commonwealth of Dominica provides consumer protections for Purchasers to a significantly lesser extent than certain other jurisdictions.

W. Intellectual Property Rights

AXIA Coins depend on proprietary technology and other intellectual property. AXIA Bank may not be able to prevent misappropriation of their proprietary technology or intellectual property. Failure to adequately protect proprietary technology and intellectual property could cause reputational harm and affect the ability to compete effectively. Litigation to enforce intellectual property rights may require significant financial and managerial resources. Competitors may have obtained or obtain in the future patent and intellectual property rights, and allegations that their intellectual property rights have been infringed may be costly to defend.