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PRIZENTA Terms of Use

Version 2.1. dated January 1, 2024

Terms and Conditions

This document governs your access to and use of the services provided by https://app.axelier.com (hereinafter "axelier.com" or the "Site") and prizenta.com (hereinafter "PRIZENTA" or "prize showcase") operated by ACROSS DIGITAL Ltd. incorporated in Latvia, Reg.Nr.40003907028 (referred to as "AXELIER", the "Company", "us", "we" and "our"), including the AXELIER loyalty management web marketing platform and online prize storefront "PRIZENTA" and any other services, plans, features, products, products, content, communications, messages, documents, applications, software and technical maintenance offered to us from time to time (collectively, the "Services").

AXELIER provides online prize marketing tools for targeted promotion of goods or services from the Supplier to its Clients through the actions of the Seller representing the interests of the Supplier, as well as tools assisting in the preparation and design of promotional offers, with or without bonus rewards, storage of bonus points and subsequent exchange accumulated bonuses for prize rewards on PRIZENTA.

ACCEPTANCE

By registering with "axelier.com" and using our Site, you accept and agree to be bound by the following documents: (i) these Terms and Conditions, (ii) our Privacy Policy, available at https://app.axelier.com/docs/legal.html#privacy-policy (“Privacy Policy”), (iii) our cookie policy, available at https://app.axelier.com/docs/legal.html#cookie-policy, and (iv) our promotions policy, which forms an integral part of these Terms.

The documents included above will be collectively referred to as the “Agreement.” You accept and agree to be bound by the terms of the Agreement by registering on our Site.

We reserve the right to modify, change or update the Agreement at any time. We will notify you of such changes through a prominent notice on the Site and/or via email from your profile. Your continued use of the Site following such notice will constitute your acceptance of the changes. If you do not agree to such changes, you must immediately stop using the Site.

DEFINITIONS

“WEB SERVICE” (also referred to as “Application”, “AXELIER”, “Site”, “Services”, “Web Service”) means a set of online services for the remote creation, design and delivery of commercial offers from one User to another on the terms promotions, as well as ensuring communication and formalizing agreements on the execution of business transactions (related to the upper mentioned commercial offers) outside the Web service for any goods and services on the terms of such promotions, for clients to receive promotional rewards in the form of bonuses, with their subsequent exchange for electronic gift certificates.

“USER” means any adult person(s) (at least 18 years of age), capable of assuming responsibilities and exercising rights, acting of their own free will and without coercion, whose legal capacity is not limited, and who is registered on AXELIER under a general account as an individual person, and, acting as (on behalf of) a “Supplier” or “Seller”, or “Customer” (referred to as “User(s)”, “You”, “Your”).

“USER ROLES” means the set of capabilities that the User of the Web Service receives, in the form of a predefined set of access rights that determine which functions, sections and data of the Web Service are granted access. The user can select several roles (accounts) at the same time, such as SUPPLIER, SELLER, CLIENT, and act on the Web service on their behalf at any time or simultaneously. Multiple ROLES OF ONE USER are provided separately for each registered individual and legal entity. Thus, one legal entity or individual can have several Roles (accounts) in the Web service at once according to their choice and in accordance with the availability of such a Role for each legal status of the User.

“SUPPLIER” means the role of a User on AXELIER acting on behalf of and on behalf of a legal entity in the form of a private business entity (corporation, joint stock company, partnership, limited liability company or any other form of commercial business entity) duly registered and operating in accordance with the laws of its country of incorporation (country of incorporation means the country, territory or other political jurisdiction in which the Supplier is legally incorporated and has the proper legal permission to conduct business), which creates Products and Promos on AXELIER, and promotes them through Sellers to Clients.

“PROMO” (promotional offer) means a personalized commercial offer to the Client from the Seller for the Supplier’s Product registered and available on AXELIER, with the possibility of providing a Promotional Bonus for the Client for participating in such a Promotion.

“PRODUCT” means an advertising Promotion object, which is a specific product or service, with specific characteristics and cost, created on AXELIER by the Supplier or Seller for promotion among Clients under the terms of the Promotion.

“PROMOTIONAL PRICE” – the price set by the Supplier and/or its Seller under the terms of the Promotion at which the Client is offered to purchase the Product.

“PROMO BONUS”, also referred to as “AXL”, means the amount of bonus points awarded to the Client upon completion of a transaction under the terms of the Promotion.

“BONUS”, also referred to as “AXL”, means the number of bonus points awarded from AXELIER to the User in the role of Seller, Referral or Partner.

“ADVANCE DEPOSIT” – the amount of cash deposit from the Supplier for future payments for AXELIER services for personalized Promotions, including providing a Promotional Bonus to Clients based on the results of these Promotions.

“SELLER” means the role of the User on AXELIER, acting as an individual and/or on behalf of and on behalf of a legal entity in the form of a private business entity (corporation, joint stock company, partnership, limited liability company or any other form of commercial business organization), which is duly registered and operating in accordance with the laws of its country of incorporation (country of incorporation means the country, territory or other political jurisdiction in which the Supplier is legally incorporated and duly authorized to do business), which promotes Products on behalf of the Supplier through Promos (promotions) to Clients.

“CLIENT” means the role of the User on AXELIER, acting as an individual and/or on behalf of a legal entity in the form of a private business entity (corporation, joint stock company, partnership, limited liability company or any other form of commercial business organization), which is duly registered and operating in accordance with the laws of its country of incorporation (country of incorporation means the country, territory or other political jurisdiction in which the Client is legally incorporated and duly authorized to conduct business), which participates in the Supplier and Seller Promos (promotional offers) on AXELIER, and, receives a Promo Bonus for this activity.

"REFERRAL" and "PARTNER" means the role of the User on AXELIER acting as an individual in the capacity of an agent of influence for the benefit of the Web Service to recruit other new Users for a fee.

"PRIZES" means any physical and electronic goods, vouchers, gift vouchers, gift certificates, coupons and other items available to the User to buy.

"Wallet" is a permanently displayed record in the User's AXELIER account with the current number of available bonuses. Each registered legal entity has its own Wallet. A User registered as an individual has a single common Wallet for all bonuses received for him/her as a Seller, B2C Client or Referral.

"WEB TEMPLATE" means a tool on AXELIER that allows users to input their content (in the form of text, numbers, images, attached documents and URLs) for the purpose of automatically building web pages with a ready-made standard visual display in AXELIER's web design.

"TRANSACTION" means the voluntary action of registered AXELIER Users to conduct a physical commercial offline sale transaction outside of AXELIER directly between Customer and Supplier under the terms of a previously agreed upon Promotion.

"PRIZENTA" is part of the AXELIER Web Service and is an integral functional part of a single set of Services to provide online prize marketing events using AXELIER tools. PRIZENTA has its own Website and domain, trademark and functionality associated with the part of the AXELIER Web Service to provide specifically Bonus Prizes to registered Users of the Web Service.

TO ALL USERS

By using AXELIER, you are legally responsible and without compensating the User for any losses, AXELIER has the right to unilaterally, by notifying the User by email, refuse you registration on the Site or block your access to the Services if you violate any of the following conditions:

· you are under 18 years of age;

· you have provided false information about yourself, or the “Supplier”, or the “Seller”, or the “Client”, or the “Promo”, or the “Product”;

· you have violated the Agreement or other terms and policies of AXELIER;

· you are prohibited from receiving our Services under applicable law;

· you are included in the sanctions list;

· your place of business or country of residence is a sanctioned territory.

You are solely responsible for providing authentic, true and accurate information.

PROHIBITIONS

You must not misuse this Site and/or Services. You will not to, and not to allow third parties to:

· commit or encourage a criminal offense, engage in, promote or encourage illegal activity, or use our Site or Services for any unlawful, invasive, infringing, defamatory or fraudulent purpose;

· transmit or distribute viruses, trojan horses, worms, logic bomb, corrupted files, hoaxes, or any other materials which are malicious, technologically harmful, in breach of confidence or in any way offensive or obscene;

· hack into, disable, interfere with, attempt to reverse engineer, decompile, disassemble, modify, copy, translate, or disrupt the features, functionality, integrity, or performance of, circumvent or technologically interfere in any aspect of the Services and/or Site;

· corrupt data;

· cause annoyance to other Users;

· infringe upon the rights of, or encourage the violation of, any other person's legal rights;

· send any unsolicited advertising or promotional material, commonly referred to as spam;

· permit any third party that is not User or who is not authorized to act on your behalf, to access or use username or password for the Site;

· sublicense, resell, time share or similarly exploit the Services or the Site, or access the Services or the Site in order to build a similar or competitive product or service or copy any ideas, features, functions, or graphics of the Services or Site;

· "frame", "mirror" or otherwise incorporate any part of this Site into any other website without our prior written authorization.

ANTI-CORRUPTION POLICY

In accordance with the Convention on the Protection of the European Communities' Financial Interest (PIF Convention) and the Convention on the Fight against Corruption involving Officials of the European Communities or Officials of Member States of the European Union, AXELIER fully supports the fight against corruption, financial evasion taxes and unfair competition. We do everything possible to prevent any illegal actions or fraud on the part of Clients, Suppliers or Sellers with bonuses, transactions, taxes, and also prohibit any forms of corruption, including bribery and extortion, especially in relation to representatives of state and municipal bodies.

AXELIER is created solely to conduct prize online marketing promotions with the goal of open and healthy competition. The bonus reward is part of promotions only and is intended only for specific authorized AXELIER users.

The service has always prohibited and will suppress all identified attempts to evade taxes, unfair competition, corruption and similar illegal actions. Using the service does not cancel for the user the registration, application and payment of relevant taxes if they arise in the country of the user’s tax presidency in connection with the receipt of bonuses. We comply with anti-corruption laws in the countries in which we operate and ask users to report any suspected violation of the AXELIER rules to us for our immediate response.

To counter the illegal use of corporate funds and in order to counter corruption and the laundering of illegally obtained funds, AXELIER does not allow Users to register on behalf of or on behalf of state, municipal, public, non-profit organizations and companies, legal entities associated with defense orders and weapons production, as well as individuals from sanctions lists or located in sanctioned territories, as well as persons denied access rights due to violation of the rules of the AXELIER User Agreement. More details in the “Access Restriction” section.

LIMITATION OF ACCESS

AXELIER reserves the right to continually evaluate user actions to determine their legality, ethics, integrity and productivity. To counter the illegal use of corporate funds in order to combat corruption and legalize illegally obtained funds, AXELIER does not allow Users to register and/or act on behalf of state, municipal, public, non-profit organizations and companies, legal entities related to defense orders and production of arms (weapons), as well as individuals from sanctions lists or located in sanctioned territories, as well as persons denied access due to violation of these AXELIER rules.

Registration or validation of a user or an organization represented by this user on AXELIER may be denied for the following reasons:

· a user with such data already exists on AXELIER;

· the user has previously violated the rules of AXELIER and his account has been frozen and/or deleted;

· the owner or co-founder of the registered legal entity is the state, municipality, mayor's office, non-profit, religious, charitable, public or political organization;

· the owner, co-founder or beneficiary of the registered legal entity is an individual and/or legal entity from the sanctions list;

· a legal entity is under international sanctions – restrictions established in relation to the subject of sanctions in accordance with international law by the UN, the EU or another international organization of which the Republic of Latvia is a member country and which are directly applied or introduced in the Republic of Latvia, as well as restrictions adopted US Office of Foreign Assets Control (OFAC);

· it is a financial institution;

· it is an investment institution;

· it is a state/municipal institution or a company wholly or partially owned by a state/municipal institution;

· it is an intergovernmental organization;

· it is an organization engaged in the development, production, storage, registration, testing, distribution or other activities in relation to strategic products, including software and technology, goods that can be used for both civilian and military purposes (dual-use goods). This category includes all goods that can be used in the production of weapons, military equipment, weapons of mass destruction or their means of delivery, etc. and which are included in Annex No. 1 of Council Regulation (EC) No. 428/2009 of May 5, 2009. on the establishment of a regime for control over the export, movement, sale and transit of dual-use products on the territory of the Community of the European Union, in Annex No. 2 of Council Regulation of the European Union (EU) No. 833/2014 on restrictive measures, in the Common Military List of the European Union and the National List goods and services of strategic importance in the Republic of Latvia;

· it is a church, parish, religious association, diocese;

· it is an association of owners of apartments, garages, dachas;

· it is an employers' organization, trade union, professional association or foundation;

· it is a charitable foundation or non-profit organization that accepts donations;

· it operates in the field of virtual currency trading/activities related to virtual currencies and/or initial coin offerings (ICOs);

· it is an establishment of electronic money/activities related to electronic money;

· it is a payment institution/provision of payment services;

· it is an operator of crowdfunding platforms;

· it is a political organization;

· the country of registration of the legal entity is on the sanctions list;

· the current legislation of the country of registration of the legal entity prohibits the use of AXELIER;

· it is a specific legal entity is prohibited from using AXELIER at the request of government authorities.

Violations of AXELIER rules that may lead to the permanent restriction of a user's access without the right to reinstatement on app.axelier.com and prizenta.com:

· providing false personal data of an individual when creating a User account;

· providing false data and/or documents about the legal entity represented by the User;

· providing false payment information;

· termination of activities or liquidation of a legal entity;

· imposing sanctions on a specific legal entity or its beneficiaries;

· suspicions of corruption, bribery, and extortion unrelated to AXELIER's principles based on the free movement of goods and services by Suppliers and their Sellers among their Clients, with legal loyalty bonuses for fair transactions;

· inclusion of the country or territory of registration of a legal entity in a sanctions list;

· inclusion of a specific individual in a sanctions list;

· attempts to take over another user's account;

· transfer of access to one's account to another user;

· suspicions of fraud or forgery of any kind, including the hijacking of accounts, theft of personal or payment data, coercion, extortion, defamation, deceit;

· committing or encouraging criminal activities, participation, promotion, or encouragement of illegal activities or the use of AXELIER for any illegal purposes;

· transmission or distribution of computer viruses of any kind, such as trojans, worms, logic bombs, corrupted files, or any other materials that are malicious, technologically harmful, disrupt the functionality and/or damage the data of AXELIER or its Users;

· actions by a user that compromise the security or functionality of AXELIER and/or its other users;

· attempts to distribute pornography, drugs, and other prohibited substances, any type of weapons and explosives, terrorist and inhumane activities, human trafficking, and other unlawful activities;

· violation of intellectual or copyright rights of AXELIER;

· financing terrorism, extremism, and any other unlawful activities;

· propagation of violence, extremism, war, intolerance of any kind, discrimination, threats, blackmail, persecution, as well as similar actions falling under these definitions prohibited by current EU regulations;

· attempts to disseminate political, agitational, ideological, or religious information;

· direct requests from government institutions, legal organizations, fiscal, investigative, judicial, or executive authorities.

AXELIER has the right, along with the account of the violator, to permanently delete:

· accounts on app.axelier.com and prizenta.com;

· personal data;

· accounts and data related to associated legal entities;

· all created Products and Promos based on them;

· all mentions of Products, Promos, and related actions on AXELIER by other users;

· all requests, orders, links, messages, uploaded files, and any content created by the violator on AXELIER and PRIZENTA;

· all bonuses on all associated accounts, including those reserved for Promos but not yet transferred to other Users;

· cancel all preformed or current activities with Promos on AXELIER associated with this User.

Violations of AXELIER rules that may lead to temporary restriction of a user's access with the right to reinstatement:

· inactivity on AXELIER beyond the specified maximum duration;

· suspicious or mass identical actions by the user;

· sending SPAM;

· suspicions of violating AXELIER's copyright;

· violations of copyright rights concerning other AXELIER Users;

· promos of questionable content or not related to common business practices;

· suspicions of corruption, bribery, fraud, or forgery of any kind on AXELIER or when using AXELIER and PRIZENTA;

· reports from other users about violations of AXELIER rules;

· user actions affecting the security or functionality of AXELIER and/or its other users;

· actions on AXELIER or outside AXELIER discrediting the web service, damaging its reputation, or creating false impressions about the business model and methods of conducting business with AXELIER, involving physical and legal entities associated with it;

· actions that defame or discriminate against other users;

· a legally registered and validated entity on AXELIER has provided inaccurate information about itself, or this data no longer matches the data in the Commercial Register of the country of registration of the legal entity at the time of its re-verification by AXELIER;

· changes in the legal entity's legal capacity status in the country of registration, such as arrest, prohibition of activities, and other significant restrictions imposed on the legal entity by judicial or government authorities;

· if there are restrictions on the use of AXELIER in the country of registration of the legal entity, such as sanctions, laws, and regulations, technical unavailability of the AXELIER service in a specific geographic region, a statement from judicial and/or state and/or municipal authorities recommending restrictions on the legal entity's access to using AXELIER.

· direct requests from government institutions, legal organizations, fiscal, investigative, judicial, or executive authorities.

Temporary user access restrictions may apply to both their AXELIER account and a separate account for any of the roles on AXELIER, such as Supplier, Seller, Client, Referral, Partner. AXELIER reserves the right not to specifically notify the user of the nature and duration of such restrictions. A user with restricted access always has the option to submit their message to Customer Support through the Feedback Form (located in the footer on the registration or login screen) with the label "Account or Access Issue."

LIABILITY

A breach of the provisions above, misuse of the Services or providing improper or fraudulent information may cause not only restriction to use Services, but also may constitute a criminal offense and in this case AXELIER will report any such breach to the relevant law enforcement authorities and disclose your identity to them.

AXELIER shall not be liable for any loss or damage caused by a distributed denial-of-service attack, viruses or other technologically harmful material that may infect your computer equipment, computer programs, data or other proprietary material due to your use of this Site or to your downloading of any material posted on it, or on any website linked to it.

You will indemnify and hold harmless AXELIER from any damages, claims, demands, proceedings, losses, costs, charges and expenses whatsoever including legal charges and attorney’s fees which AXELIER may at any time incur, sustain, suffer or be subjected to as a consequence of, or arising out of, any of the following: (i) misuse by you or improper or fraudulent information provided by you; (ii) breach by you of this Agreement, especially of prohibition provisions.

In the event that a User's account is frozen or deleted, AXELIER reserves the right to notify other Users at its discretion.

COPYRIGHTS

AXELIER uses copyright to protect the intellectual property of its Users' trademarks and content, as well as AXELIER's own trademark, content and software. Agreement with these terms of use means that the User accepts all the rules, restrictions and full responsibility for proper compliance with copyrights described below.

TRADEMARKS

“AXELIER” is a registered trademark (trademark registration number M78343) owned by ACROSS DIGITAL LTD. (registration number 40003907028). The AXELIER Trademark may not be used in connection with any third-party products or services, or in any manner that is misleading, disparaging, or disparaging to the consumer. All other trademarks, brands, names and logos appearing on this Site are the property of their respective owners.

OWNERSHIP AND INTELLECTUAL PROPERTY RIGHTS

The AXELIER and PRIZENTA logos, their derivatives and any branding elements, all design, descriptive and system text, user interface, graphics, software, source and object code, databases, data, charts, sounds, lists, documents, animations, images, audio and video materials available on this Site and representing the recognizable appearance and content of AXELIER, but excluding the content of its users, are the property of ACROSS DIGITAL LLC (registration number 40003907028), registered in Latvia and protected by Latvian, European Union and international copyright laws right.

The compilation, collection, selection, arrangement, broadcast, transmission, assembly and coordination of all content available on AXELIER, excluding content uploaded by Users themselves, is permitted only with the separate written permission of ACROSS DIGITAL LLC. Content uploaded to AXELIER by users themselves is considered content of third parties with their own copyrights to it.

You may not download or copy for storage purposes or use AXELIER for any purpose other than that for which it is expressly intended under the terms of this User Agreement.

All right, title and interest in and to AXELIER, any related features and/or services and any derivatives thereof improvements and modifications thereto, including associated intellectual property rights, evidenced by or embodied in and/or attached/connected/related to the AXELIER or any related features and/or services, are and will remain owned solely by us or our resellers and licensors. These Terms do not convey to you an interest in or to the AXELIER, but only a limited right of use in accordance with the terms herein. Nothing in these Terms constitutes a waiver of our intellectual property rights under any law. User rights granted to you herein is neither contingent on the delivery of any future functionality or features nor dependent on any oral or written public comments made by us regarding future functionality or features. You acknowledge and agree that the technology manifested in the operation of AXELIER Web Service constitutes our and our suppliers’ valuable trade secrets and know-how and to the extent you discover any such trade secrets, you will not disclose them to any third party. Any disclosure or unauthorized use thereof will cause us irreparable harm and loss.

COPYRIGHT ON THIRD-PARTY CONTENT

Users of the Web Service have the opportunity to upload their content to AXELIER for sharing with other registered and unregistered Users. Only registered and validated Users are allowed to publish content on AXELIER directly without moderation. All individuals or supplier companies own the rights to their content and you must not download, modify, reproduce, edit or enhance any of this material without permission from the creator or the Supplier.

AXELIER has standardized the form of transmission of advertising information from one User to another. For this purpose, several types of Web templates are used, where Users can enter their information for its typical display on AXELIER. A web template is solely and only a form of typical display of the User's content within the framework of AXELIER web design, and is not a way to give it a creative form or the appearance of a separate graphic work. AXELIER web templates contain only a message about the fact of the advertising Promotion, such as the period of the advertising Promotion, the conditions of the advertising Promotion, the description and cost of the object of the advertising Promotion, the name and other public data of the Supplier, etc. In accordance with this, the compilation, display and publication of content in a Web template cannot be considered subject to copyright. Access to the information in the Web Template and/or a link with access to view the Web Template is provided only in a personalized manner and in the form presented on AXELIER.

Please note that you should not download, own and use for purposes other than personal and non-commercial, any text, video, images, audio recording or other material protected by proprietary rights, without first obtaining permission from the copyright holder. AXELIER is not responsible and cannot be held liable for any copyright infringement by its Users.

The use of global trademarks or trade names on AXELIER does not imply that those names or trademarks represent the Web Service. They are the property of their respective owners and AXELIER cannot be held liable if the User's use of such trademarks results in trademark infringement. Such trademarks used on the Web Service may not be copied or used without written permission as they may be subject to restrictions imposed by their owners.

AXELIER users are permitted to use the Promo, Product and Company Profile templates to contribute their content without any restrictions, as long as it does not violate these Terms of Use. By filling out the Promo, Product or Company Profile templates, and by uploading content (texts, images, documents, graphics, links, addresses, coordinates, names, contacts, other data), the User declares that he bears full personal responsibility for having the necessary rights to upload, publish and distribute this content, confirms that the use of such content on AXELIER is legal, and that such use does not violate the legal rights of others.

The user who uploads his content to AXELIER is independently responsible for the use of trademarks and licensed materials for his own purposes, and is also personally responsible for violating the copyrights of third parties. However, AXELIER will respond vigorously and appropriately to any allegations of misuse of the website and copyright infringement. If it turns out that the content uploaded by the User to AXELIER for any reason violates the copyrights of third parties, the User undertakes to immediately remove such unlawful content upon the first request of its true copyright holder or the Web service.

The Promo Web Template is a functional component of the web service designed to display information about a promotional offer (Promo) to Clients as a personalized commercial proposal on AXELIER. The Promo Web Template is provided free of charge and is filled out by the Seller and/or Supplier. A filled and published Promo Web Template appears as a complete internet page for a specific promotional offer and is accessible through a temporary unique link (here and elsewhere in this document, the term “link” means an URL – Uniform Resource Locator) for unlimited viewing.

Such published Promo always includes the recipient's email and name, information about the actual product or service with details (such as name, trademark, manufacturer and/or Supplier name, specifications, features, specifications, terms of delivery, images, technical documents, etc.), promotional price, bonus for completing the deal, Promo validity period, contact details of the Promo sender, including their name on AXELIER.

The finalized Promo Web template with user-generated content is a message about events and facts describing the essence of a commercial offer from one user to another. It serves exclusively informational purposes and is addressed to a specific recipient.

The Product web template is a functional part of the Web Service and is intended for collaboration between the Supplier and Sellers on AXELIER. The Product web template is provided free of charge for use of the Product as the subject of an advertising Promotion. The Product web template is filled out by the Supplier, looks like an internal AXELIER Internet page and is available to Sellers with the permission of the Supplier.

All entries about the Product on AXELIER are available from the main menu in the “Products” section and contain information entered/uploaded only by the User himself, such as a description of the actual Product or Service (name, characteristics, specifications, configurations, delivery conditions, etc.), true/real images Product and accompanying documentation, base cost, cost under the terms of various advertising Promos, recommended bonus for a completed transaction for various advertising Promos, validity period of advertising Promos, list of Sellers with the right to represent the Product, geographic regions of Clients with the right to buy the Product.

A finalized Web template of a Product with User content is a description of a real-life Product with a clear commercial value, is of an informational nature only and is intended for use only in the interests of the Supplier who posted this product on AXELIER.

PLEASE REVIEW PROMOS AND PRODUCTS FOR APPROPRIATE CONTENT BEFORE USE

AXELIER has not reviewed the Promos and Products featured on the Web Service to determine whether they are suitable or appropriate for your intended audience. Before using any of the Promos featured on the AXELIER, please preview them carefully to ensure that the materials are appropriate for your audience, and for any other uses you intend to make. AXELIER is not responsible for the content of any Promos and Products on the Service. If you find any content on the Web Service that you believe is objectionable, or that violates AXELIER’s Terms of use, please feel free to notify us please feel free to notify us via the contact form in the footer on the AXELIER login/registration page.

The Company Profile web template is a functional part of the Web Service and is necessary for the process of validating a legal entity on AXELIER. The Company Profile web template is provided free of charge for displaying the User's legal entity on AXELIER. The Company Profile web template is filled out by the Supplier and looks like an internal AXELIER Internet page and is available to Sellers with the permission of the Supplier.

Only an official representative of this legal entity should enter information into the Company Profile web template.

All entries about the Company Profile on AXELIER are available from the main menu in the “Office” section and contain information entered/uploaded only by the User himself, as a description of a real legal entity: name, registration number, taxpayer number, official postal address, official email address, contact number telephone number, areas of activity, geographical regions of activity, payment details.

A finalized Company Profile Web template with User content is a message about company data that describes the essence of a commercial offer from one user to another, is of an informational nature only and is addressed to a specific recipient.

USER VALIDATION

AXELIER has the right to request documents to confirm the authenticity of the legal entity and the affiliation of the User with the company as its official representative. Such documents uploaded by the User will be stored by AXELIER until the validity period of the Company Profile expires. Storage is carried out in order to provide access to such documents if it is necessary to re-verify a legal entity. This data in the documents uploaded by the User must match the information that is specified for this legal entity in the Company Profile. Before uploading documents, make sure that the data you enter matches the data in the document:

· Documents must be clear and large enough to be read;

· Documents must be valid and correspond to the current registration;

· The full name of the company, registered address and either the VAT/VAT number or the registration number of the registered company are shown clearly and legibly.

AXELIER reserves the right to request additional information. Due to the confidential nature of validation documents, AXELIER can only accept documents that are uploaded through the Web service itself. Please note that document verification may take up to 3 business days.

PLEASE CHECK THAT THE INFORMATION PROVIDED IS UP-TO-DATE BEFORE FILLING OUT THE COMPANY PROFILE.

AXELIER verifies the authenticity of legal entities submitted by the User in order to determine whether such entity is eligible to be represented on the Web Service. Before providing us with any data and documents to validate the Company Profile, please review them carefully to ensure that the materials are appropriate under the terms of this User Agreement. AXELIER shall not be liable to the User for restricting the admission, blocking or deleting legal entities and, representing their Users on AXELIER, for providing erroneous, outdated, inaccurate or knowingly false data. If you find a familiar legal entity on the Web Service, whose actions on AXELIER you believe may be related to fraud, or is not represented by an authentic official representative, or which violates the Terms of Use of AXELIER, please notify us via the contact form in the footer of the AXELIER login/registration page.

POLICY OF DISSEMINATION OF INFORMATION, LINKS, NOTICES

By downloading content, the User agrees that AXELIER will subsequently provide access to it to other registered and non-registered Users in accordance with the Terms of this Agreement. Such access to content can be provided through publication on AXELIER:

· without separate notification to other Users;

· with notification of other Users;

· with access to other Users via a unique link.

AXELIER users are solely responsible for any distribution of created and/or linked content on AXELIER and undertake to respect the right of refusal of the recipient of such link or access to content.

The web service has the right to unilaterally set the expiration date, delete, change or limit the availability of all links generated by AXELIER, including for registration, restoration of access, when changing User data, for access to the Promo, to the Product, to Profiles or individual pages of the Web Service, including based on the User’s refusal to receive such messages.

AXELIER informs its users with system notifications during an authorized session, as well as, at their choice, by email and/or via instant messengers (the list of available ones may change). The User controls the exchange of contacts, all types of messages and their display for other users to communicate with him through the settings in his User Profile.

The User has the right to unsubscribe from any correspondence, notifications or reports from AXELIER, as well as from other Users, and also completely disable the receipt of any notifications, except for system mandatory ones. AXELIER uses only the data specified in their profile on app.axelier.com and prizenta.com to communicate with users.

By accepting these terms, the user agrees to AXELIER's business model, which is based on providing Promos from one user to another solely in the form of links to view commercial offers provided with bonuses. Refusal to send/receive messages with such links is tantamount to refusal of AXELIER services.

AXELIER and PRIZENTA may link to external sites that are not under our control, including payment services. These links do not constitute an endorsement of these external sites, and these sites do not follow the same terms of use or privacy policies as AXELIER.

AXELIER does not use third party APIs to generate links, manage templates, or download User content. At the same time, all content of AXELIER Users is stored by the official partner (Subprocessors) of AXELIER on OVHcloud. By using this feature of the Web Service, you agree to be bound by the OVHcloud Terms of Use and Privacy Policy (available at: https://www.ovhcloud.com/en/terms-and-conditions/privacy-policy/#:~:text= We%20strive%20to%20be%20transparent,how%20we%20communicate%20with%20you.), in accordance with EU regulations.

FILE RETENTION POLICY

The File Retention Policy below describes how we typically handle file storage for accounts. This policy does not affect AXELIER's ultimate right to require the account holder to remove any or all content as set forth in the "Access Restriction" section.

AXELIER allows clients to upload files for subsequent compilation of data from these files into a single web-page according to the AXELIER standard for subsequent downloading by other registered and unregistered Users. Such a web page becomes available with the permission of some registered Users via a unique link to app.axelier.com.

AXELIER has the right to request documents to confirm the authenticity of the legal entity. Such documents will be retained by AXELIER until the Profile of the legal entity is deleted or until these files are deleted upon separate request. Storage is carried out in order to provide access to such documents if it is necessary to re-verify a legal entity.

All files uploaded to AXELIER:

a) are stored on the servers of official partners of AXELIER (Subprocessors);

i. can be downloaded or deleted at the initiative and due to the registered User’s own actions;

ii. if the content or format of files/documents violates this Agreement with the User or the Subprocessors Terms, they can be deleted by the Web service or on the side of the AXELIER Partner storing them;

iii. will be deleted by the Web service after the expiration of the storage period or the established expiration date of the content for which they are used.

b) transmitted through AXELIER only at the initiative and due to the registered user’s own actions;

c) may be removed by AXELIER at the direct request of the true copyright holder;

d) the user is responsible for the content of files and the provision of files to third parties;

e) AXELIER supports a limited number of upload file formats and the list of accepted formats is subject to change without notice.

AVAILABILITY OF THE WEB SERVICE

AXELIER and PRIZENTA are available FREE OF CHARGE on the public Internet for use by Users on a limited basis without registration and on a full basis after registration in geographic areas at AXELIER's discretion. In the event that such access is restricted and/or terminated due to AXELIER's fault, a notice appropriate to the situation will be displayed on the domains. However, AXELIER is not responsible for any third party limiting access to its websites for any reason or for any period of time.

TARIFF PLANS

AXELIER has tariff plans for an additional fee for individual services, functions and data provision available to registered and validated Users depending on:

· their role on AXELIER;

· the User's nationality as a private person;

· the country of registration of the User's legal entity;

· the type of activity of the User's legal entity;

· the number of legal entities represented by one User on AXELIER;

· the amount of accumulated bonuses;

· the number of transactions on AXELIER with other Users;

· the period of residence of the User on AXELIER;

· the User's referral activity.

AXELIER reserves the right to cancel and change the content, cost and terms of use of its tariff plans. At the discretion of AXELIER, any tariff plans may be offered to Users conditionally free for a trial period of use in a full or limited version in order to familiarize themselves with their capabilities. Such a period of conditionally free use does not cancel the User’s additional costs for acquiring the necessary functions, access, information or any other resources within the Tariff Plan for its full use.

The content, cost and deadline for providing tariff plans are available on the web page https://app.axelier.com/docs/fees.html and are displayed only to those Users to whom they are actually available for purchase.

Payment for tariff plans is carried out using methods and means available for this purpose on the Web Service. The tariff plan cannot be purchased on credit, in installments, or suspended/frozen or transferred to another User. The tariff plan comes into force from the moment of its actual provision. AXELIER reserves the right to refuse, change or limit the use of tariff plans without prior notice if the User violates the terms of this Agreement.

The tariff plan provided to the User is valid for the period of time specified in it or until early cancellation. There are no refunds for early cancellation of the tariff plan.

Payment for access to the Web Service shall be at prices as agreed upon between you and AXELIER. The Web Service offers multiple service plans for users with different fees and functionality for each plan as specified in Pricing section on the Website.

AXELIER does not represent or warrant that a particular Service Plan will be offered indefinitely and reserves the right to change the fees for or alter the features in a particular Service Plan with further transforming them into "archived" status (the "Archived plans", and together with "Service Plan" the "Plan(s)") without prior notification.

AXELIER has the right at its sole discretion to modify, restructure or terminate any Service Plan or Archived Plan, including to determine that continued sale or support for any of them is no longer economically practicable and/or transfer your AXELIER User account from Archived Plan to a Service Plan with no less functionality than the functionality of your Archived Plan. Upon transfer, we may change your fees in accordance with the then-current list price set out in our Pricing section on the Website. Any fees changes will not apply until the expiry of your then-current billing period.

The User pays AXELIER all fees associated with its Service Plan or use of the Web Services. User’s payments are not fully or partially refundable.

A new subscription term to the Service Plan starts at the moment when the previous one expires.

Upon expiration of a subscription term, and if you wish to proceed using AXELIER User Account under a Free or cheaper Service Plan, the AXELIER manually identify and freeze/delete all the User Content, incompatible with a Free Plan or cheaper Service Plan.

If User choose to downgrade your Service Plan (including select a Free plan), you may cause the loss of User Content or features for your AXELIER User account. AXELIER does not accept any liability for such loss.

You agree that if User purchase any subscription or other services for your AXELIER User account, Web Service may enroll you in automatic renewal of your subscription by withdrawing funds from your payment method that you used to complete the purchase order. You may turn off this option at any time through your User Profile to AXELIER.

If you purchase a Service Plan with automatic subscription renewal, you agree to pay fees quoted to you, which may be changed at AXELIER's sole discretion. If you don't agree to these changes, you must cancel your subscription to the Service Plan during your current billing period otherwise your subscription will be automatically renewed at the then-current price and term length for the next subscription term.

WHY MAY PRICES CHANGE? AXELIER pricing reflects the innovation we continue to introduce to our products, including new features we make available without notice under existing plans, including the Free plan. We are continually expanding commitment options to lock in the lowest annual per-user pricing and provide our customers with more choice. The all updates also reflect adjustments to local currency pricing, which we evaluate periodically to maintain alignment with the exchange rates relative to the EUR.

BONUS TURNOVER POLICY

PLEASE READ our Bonus Policy CAREFULLY before offering, receiving or redeeming bonuses through AXELIER.

The terms “Promotional Bonus”, “Bonus” and “AXL” are identical (hereinafter referred to as Bonus, Bonuses or “AXL”) and are the designation of a conventional unit of additional reward on AXELIER for internal accounting of the issuance, transactions, storage and write-off of such rewards.

AXELIER Bonuses are intended only for turnover on AXELIER itself, as well as on Sites directly affiliated with AXELIER. The Bonus cannot be taken out, stored or used outside of AXELIER and its affiliated Sites listed here. List of AXELIER affiliated sites:

1. app.axelier.com,

2. prizenta.com,

3. kpimonster.com,

4. hasbonus.com.

All operations related to the turnover of bonuses are carried out on the AXELIER blockchain, which ensures transparent operations of entering, issuing, exchanging and writing off bonuses without the possibility of changing historical transactions. The AXELIER blockchain provides storage of an immutable history of transactions with bonuses - this is the basis of blockchain technology, where each subsequent operation in the history of events depends on the previous one, and blocks (sets) of such operations are confirmed by nodes of the blockchain network. Thus, all actions with bonuses are forever recorded in the blockchain of this bonus itself and can serve to verify its transaction history and authenticity.

When registering a User, a Bonus Wallet is automatically created, linked to the User’s personal account as a private individual. When registering a legal entity, a Bonus Wallet is automatically created, linked to the account of the User representing this company. All bonuses intended for the User as a private person, as a Seller, B2C client or Referral, go to his only Private Wallet. All bonuses intended for a legal entity go to the Wallet of only this legal entity (B2B client).

The bonus comes to the User's Wallet only from AXELIER. The Bonus is solely and only a medium of exchange and cannot be used as a means of payment on AXELIER or anywhere else. Users may use bonuses only in the manner provided for in this Agreement.

Receipt, storage and use of bonuses is possible only by a registered User as an individual and a validated legal entity. All bonuses accrued to a legal entity’s account before its validation are in the nature of an exposure without the possibility of using these bonuses. At the same time, after the User’s legal entity is validated on AXELIER, the exposed bonuses will become available for use.

The value of the bonus is set at a fixed value of the conditional internal rate: 1 bonus = 0.06 €. The bonus has no shares. Conditional designation of 1 bonus = 1 AXL.

There is no limit to the maximum amount of bonus that can be accumulated in a single Wallet.

When issuing, exchanging and/or redeeming bonuses, AXELIER charges a commission. The amount of such commission is displayed before ordering a bonus transaction.

Bonuses can be issued to the User and stored only on AXELIER, and exchanged for prizes only on PRIZENTA. AXELIER affiliated sites have the right only to display the User's bonuses based on the data provided from AXELIER. Bonuses cannot be transferred to another User, gifted, sold, loaned, betted, exchanged for any fiat currency, cryptocurrency, cash or securities, revalued, created by the User himself, received from outside AXELIER or sent outside from AXELIER.

The standard expiration date for bonuses is 2 years from the moment they are received in the User’s wallet in User’s account. The validity period of bonuses can be increased without restrictions in accordance with the User’s tariff plan. Expired bonuses will be canceled by AXELIER and removed from the User's Wallet. If the User's account is suspended for any reason, the validity period of the bonuses will not be stopped. If the User's account is deleted on his initiative or forced by AXELIER for any reason, unused bonuses are canceled.

Bonuses are issued from AXELIER to the User with their corresponding display in the Wallet in the following situations:

1. in the Supplier’s wallet when making a Deposit for a promotional bonus;

2. in the Client’s wallet after completing a transaction under the terms of the Promo with a bonus reward;

3. in the Seller’s wallet after completing the transaction under the terms of the Promo with a bonus reward;

4. in the Referral’s wallet for an effective recommendation;

5. in the Partner’s wallet for effective work in the interests of AXELIER;

6. when returning bonuses for a previously canceled action with bonuses on AXELIER;

7. when returning bonuses for canceling the delivery of the selected Prize to PRIZENTA.

Bonuses are debited from the User and displayed accordingly in the Wallet in the following situations:

1. in the Supplier’s wallet when writing off the Deposit for a promotional bonus to secure a specific Promo;

2. when ordering the selected Prize on PRIZENTA.

All other actions with bonuses, such as Reservations to secure transactions for active Promos, will be reflected in the user’s account, but do not constitute a debiting of their Wallet bonuses.

AXELIER has the right unilaterally and without prior notice to the User to make the following changes to the rules for issuing, transactions, storage and write-off of bonuses on AXELIER and PRIZENTA, including in relation to Promos (promotional offers) with bonuses and transactions based on them:

• the size of the fixed value of the conditional internal bonus rate to fiat currencies, and, in particular, to the EUR;

• determining the starting point and duration of the expiration date of bonuses;

• the minimum and maximum number of bonuses:

- when making a Deposit for a promotional bonus;

- when transacting bonuses;

- to assign bonuses to Promos;

- when storing bonuses for one User role and for one User;

- to exchange bonuses for Prizes;

- to order a refund of bonuses.

• the amount of commissions for making a Deposit for a promotional bonus and bonus transactions;

• the amount of bonuses issued for targeted actions of the User in the interests of AXELIER;

• the amount of bonuses to be exchanged for Prizes;

• the amount of commission for ordering the Prize;

• methods for calculating rounding of the bonus amount;

• the ratio of the size of the transaction amount from the Supplier/Seller to the amount of bonuses for the Client under the terms of the Promo;

• the minimum and maximum transaction amount under the terms of the Promotion from the Supplier/Seller available to provide bonuses;

• rates of the Seller's bonus remuneration for completed transactions under the terms of the Promo;

• Referral bonus rates for effective recommendations;

• the amount of additional bonus remuneration for the User’s actions in the interests of AXELIER and its Partners;

• methods of combining and dividing User wallets for storing bonuses;

• blockchain methods used to account for bonuses;

• methods and results of the AXELIER recommendation systems based on calculations of the impact of bonuses on the User’s results;

• list of affiliated Sites where use is permitted.

ATTENTION! In accordance with the concepts applied in EU fiscal policy, bonuses on AXELIER provide benefits that may ultimately have a final value in actual monetary value. For this reason, AXELIER warns and constantly informs its Users that Prizes received for bonuses may create the need to fill out additional declarations, as well as to pay additional taxes and fees in the country of tax residence of the User and/or the legal entity represented by him. The user is solely responsible for ensuring that they comply with the proper implementation of the tax legislation of their country.

AXELIER provides the User with reporting for bonuses received and used in his menu section “My AXELIER” in the “Bonuses” section.

The Bonuses accumulated by the User can be exchanged for Prizes indicated on the online showcase www.prizenta.com and available for the User’s geographic region.

Prizes are exchanged in accordance with the assigned bonus amount for their exchange. The bonus amount for the Prize is always indicated in the Prize description. The following are not offered as Prizes for bonuses: discounts, installments, loans, group purchases, additional payments in fiat currency or cryptocurrency. Prizes can be ordered if the number of bonuses available to the User is equal to or greater than the number of bonuses for the selected Prize, taking into account commissions for the service for servicing the order. Bonuses exchanged for a Prize are deducted irrevocably from the amount of accumulated bonuses in the User’s Wallet.

Prizes issued to the User cannot be returned or exchanged. The expiration date of a Prize depends on the supplier of such Prize. Information on how to use the Prize, expiration date and possible restrictions on its use can be found on the website of the Prize supplier, also listed on the Prize page at www.prizenta.com.

AXELIER is not responsible for the range of Prizes, for the availability of Prizes, the number of bonuses for Prizes, the timing of the availability of Prizes, the quality of Prizes, for the compliance of the description of Prizes with their actual content, for the actions of Partners responsible for the delivery or provision of Prizes, for any restrictions on the list of Prizes in connection with geographical region of the User, sanctions, logistics and legal restrictions or for any other reasons, as well as if the final recipient of the Prize is a third party.

AXELIER has the right to unilaterally terminate and terminate the provision of Prizes for bonuses by notifying Participants 30 days in advance by email and on the home page www.axelier.com.

In the event of emergency circumstances (force majeure), AXELIER has the right to unilaterally suspend the issuance and exchange of bonuses for Prizes until the end of the emergency circumstances, by posting the relevant information immediately, as soon as possible on app.axelier.com and/or on the home page www.axelier.com and/or on the home page www.prizenta.com.

Additional information about the exchange of bonuses for Prizes, about Prizes, about Prize suppliers can be obtained on the home page www.prizenta.com.

BILLING, CHARGES AND PAYMENT

ATTENTION: AXELIER accepts and accounts payments only for the purpose of paying for its services and to provide online prize marketing promotions for the targeted promotion of goods or services from Supplier to its Clients. All payments on AXELIER are intended to:

- providing Users of the Web Service with a full cycle of online prize marketing;

- providing the Supplier's promotions with bonus rewards;

- guaranteeing the provision of bonus remuneration to Clients of successfully completed promotional promotions;

- payment for the Web Service's services in the form of commissions and tariff plans.

The Web Service does not offer or provide the following services:

- sending/receiving funds from one user to another;

- use of the funds of the ADVANCE DEPOSIT for promotions that have not been realized;

- use of funds to purchase goods and services of other users directly;

- credit or overdraft facilities to support promotional activities.

PAYMENTS. The web service utilizes the following payment categories:

A. ADVANCE DEPOSIT to provide the Supplier with future or current advertising Promotions with bonus rewards for Clients;

B. COMMISSION of the Web service for its Services for providing Promotions in the amount of 7.4% of the ADVANCE DEPOSIT at the time of each payment to replenish it;

C. VAT for the entire amount of the Web service COMMISSION;

D. PAYMENT OF TARIFF PLANS for the Web service to obtain additional user functionality.

PAYMENT METHODS. The User may only use the payment methods presented in the AXELIER and/or PRIZENTA user interface and available at the time of payment. All payments under this Agreement must be made by credit card or direct debit on invoices issued by AXELIER. All other payment methods are invalid and may not be used to pay for the Web Service.

User hereby authorizes the Web Service to collect electronic payments from User's credit card or bank account of Supplier for payments under this Agreement and to use an electronic payment system/service for such purposes at AXELIER's discretion. The Web Service may, without prior notice, change financial institutions to accept payments and make any necessary changes to payment methods if such changes are required by the financial institution or the enforcement of fiscal rules.

The User irrevocably agrees that the invoice will be issued electronically in a secure, unaltered electronic format (Adobe *.pdf is acceptable), must be submitted to the User through the User's personal account on AXELIER, and is valid without signature and seal.

Please note that the rules of your jurisdiction may require certain procedures to be followed to make an electronic invoice valid as an external document of a transaction and for accounting purposes.

All available payment methods are carried out by official financial institutions with appropriate licenses, whose Web service has passed a security check and has the appropriate integration.

ATTENTION! AXELIER is not responsible for payments not made by the bank or bank card payment service due to incorrectly specified data of the payer, insufficient funds, refusal of the funds holder to transfer the payment and/or due to violation of the bank's or payment service's Secure Payment Rules. The services of the Web Service are available only after actual receipt of the payer's funds.

PRICES. The cost of services published on the Web service is valid and includes all AXELIER services and products specified in the description of a specific purchase/rate. Additional fees are specified and charged at the time of payment:

• commission of the external payment service bank cards used on AXELIER at the time of payment;

• bank commissions when returning funds to the Supplier's account;

• the cost of currency conversion at the current exchange rate on the side of the payer's bank or payment service (if applicable).

The commissions not included in the price are regulated, assigned and collected exclusively and only by the financial institutions making the payment itself.

In the event of any bank charges, fees or costs incurred, any such costs imposed by the Supplier's bank(s) or AXELIER, including intermediate banks and correspondent banks used to make the payment, shall be borne by the Payer.

Details of our current product plans and fees charged for using AXELIER are listed on our pricing page https://app.axelier.com/docs/fees.html. Please note that these prices do not include VAT or other taxes applicable to such purchases in the payer's country.

User will pay the Service Fee and any and all other applicable charges or fees for or related to the Services, and all other amounts due under this Agreement, all of which shall be non-refundable and non-creditable unless stated a separate special requirement for the return of the balance from the User's account, if this is possible at the time of filing such a requirement.

CURRENCY. All payments under this Agreement are made in the currency specified in the User’s personal account on AXELIER. If the User makes a payment in a currency other than that specified in the User's personal account, the User is fully responsible for making the corresponding payment to AXELIER and for any additional costs.

AXELIER accepts payments only in Euros. The user can independently determine the currency that is convenient for him for payment, if such a currency is allowed to be exchanged for Euros. The User's other currency will be exchanged at the current exchange rate on the side of the payer's bank or payment service. In this case, the payer will be obligated to pay an additional conversion fee. The final payment amount must correspond to the full amount payable in Euros. AXELIER is not responsible for any discrepancies or shortfalls in payment amounts and associated fees resulting from changes in exchange rates.

WRITING OFF FUNDS, INVOICES AND ACCOUNTING. You must notify AXELIER of any billing problems or discrepancies as soon as you become aware of them. We will make every effort to assist you with any billing issues. Contact us via the contact form on app.axelier.com or by email at billing@axelier.com.

AXELIER will provide the User with a monthly online billing statement for the Services provided each calendar month and bill all charges invoiced to User's account. Monthly Service Fees are paid in advance of each month’s Service;

All payments from Suppliers to replenish the Advance Deposit are received and shown in the Supplier's account on app.axelier.com in the OFFICE section, WALLET tab.

The debiting of the Supplier's funds from his account on AXELIER occurs under the conditions established by the Supplier himself at the time of choosing the account replenishment method, but in any case, only after the successful completion of the transaction under the terms of the Promo (promotional offer). Each debit is recorded by blockchain-based technology and is associated with a specific Promo for a specific Product/Service under special advertising conditions and only for the purpose of selling it to the Client. The successful completion of the Promo is confirmed by both parties to the transaction - the Client and the Supplier. The amount of funds debited from the Supplier's account corresponds to the costs of fulfilling all the Promotion Conditions to the Client, including the Promo Bonus.

All financial reporting documents are available for viewing and downloading on app.axelier.com in the OFFICE section, DOCUMENTS tab.

The content of reporting documents provided to Users by AXELIER complies with international accounting standards. If there is an objective need to make changes to the reporting documents provided by the Web service, you must contact billing@axelier.com in writing.

LATE/NON-PAYMENT. If Service Fees or other charges are due but unpaid for any reason including, but not limited to, non-payment, AXELIER may suspend or terminate the provision of paid Services and all accrued Service Fees and other charges shall be immediately due and payable. A fee will also be charged to reactivate a suspended or terminated account. Suspension or termination of the Services or of this Agreement does not relieve the User of responsibility to pay for all unpaid, accrued charges due hereunder.

TAXES. Customs duties, sales, use, value added, excise, federal, state, local, public utility, universal service, and/or other similar taxes may be added to Service Fees and other charges. The User shall pay all such taxes unless the User provides AXELIER with an appropriate exemption certificate. If any amounts paid by the User for the Services are refunded by AXELIER, applicable taxes may not be refundable. In accordance with the legal requirements of the fiscal authorities of their jurisdiction, the User bears full personal responsibility, calculates and pays all taxes and fees in his country arising in connection with the use of AXELIER services.

User is responsible for any other taxes or governmental charges applicable to payments under this Agreement, whether such tax or charge is levied directly on User. To the extent that AXELIER is legally obligated to pay any such tax or fee, User agrees to promptly reimburse Web Service for any such payment, together with any applicable penalties, surcharges or interest thereon.

REGULATORY RECOVERY FEE. A regulatory recovery fee will be charged monthly to offset costs incurred by AXELIER in complying with inquiries and obligations imposed by federal, state and municipal regulatory bodies/governments and the related legal and billing expenses. This fee is not a tax or charge required or assessed by any government. The regulatory recovery fee will apply to every role of a legal or natural person on the Web service, in accordance with its tariff plan.

RATE CHANGES. Web-service may change the prices for the Services, any Products, fees and taxes, from time to time. In the event of a change in prices, AXELIER will post such changes to its website currently located at https://app.axelier.com/docs/fees.html.

We reserve the right to change the value of any electronic gift certificates presented on prizrenta.com depending on the exchange rate applied for the purchase of such electronic gift certificates.

DISCOUNTS. From time to time in its sole discretion, AXELIER may offer promotions or discounts of tariff plans and Web-service product or other fees. Any promotion or discount codes must be provided to AXELIER upon purchase of the Services. The User shall not be entitled to a subsequent credit for such promotions or discounts, if not requested at the time of account creation or change of service.

Promotions and/or discounts may not be used cumulatively or be used for Services retroactively. Promotions may be changed at AXELIER’s sole discretion.

BILLING DISPUTES. The User must dispute any charges for the Services in writing to AXELIER within ten (10) days of the date of the charge by Web-service. If the User fails to provide a written statement disputing the charges within such time, the User waives any objection and further recourse with regard to such charges. Written statements disputing charges must be sent to: billing@axelier.com.

APPLICATION FOR REFUND OF ADVANCE DEPOSIT. AXELIER is one of the few web services with a responsible approach to returning unused funds to its users.

The ADVANCE DEPOSIT is stored on the Web Service until it is debited from the Supplier's account or until the Supplier's direct request for the return of the available portion of this ADVANCE DEPOSIT is satisfied. The available portion of the ADVANCE DEPOSIT is considered to be the cash equivalent of the available Promotional Bonus on the Supplier's account minus the fee for processing returns, transaction fees, currency conversion fees and reservations of that part of the ADVANCE DEPOSIT that is necessary to ensure the Supplier's irrevocable obligations to Clients for already fulfilled and /or completed Promotions.

The Supplier's request for a refund of the ADVANCE DEPOSIT will be processed within the time frame specified in the refund request form. The Supplier can submit a request for a refund only on app.axelier.com from his AXELIER account in the OFFICE section, REFUND tab. The deposit is returned to the company details of the legal entity and in the currency specified in the verified profile of the Supplier or based on information from the last payment of the Supplier.

AXELIER reserves the right to unilaterally refuse to return the ADVANCE DEPOSIT and is not legally responsible and does not compensate the User for any losses in the event that:

• funds have been debited from the ADVANCE DEPOSIT amount on the Supplier's account to ensure the completion of the Promotion;

• there has been a change in the payment details of the legal entity of the payee;

• the User has been removed, blocked or restricted from using the AXELIER Services, in accordance with the terms of this Agreement;

• due to judicial or sanctions directives of the EU, the same in relation to the country of registration of the managing legal entity of AXELIER and/or the country of registration of the legal entity of the Supplier;

• public access of Users to the Web service has been suspended or the activities of the management company have been stopped;

• refunds are technically impossible.

TO ALL SUPPLIERS

PLEASE READ our Promotion Policy and Access Restrictions section CAREFULLY before promoting your products or services to Clients using AXELIER. Remember that the legal entity you represent on the Web Service, using the Services as a Supplier, is legally liable with full compensation for any damages for actions that violate the Terms of this Agreement.

AXELIER provides the registered User in the role of SUPPLIER with paid online marketing services and tools for targeted promotion of goods or services (hereinafter referred to as Products) to Clients through its Sellers on AXELIER, as well as tools for communication with other Users and for the execution of promotional offers (Promos) secured by a Promo-bonus. The Supplier on AXELIER has the right to:

• create Products describing the goods and services offered for purchase;

• set the price of Products, delivery terms, geographical regions of sales and other conditions of their purchase;

• set the terms of promotional offers (Promos) describing the advantages of purchasing its Products, including the terms of promotional offers, special prices, gifts and bonus remuneration for the Client's purchase;

• invite and work with Sellers who are willing to promote Supplier's Products through promotional offers (Promos).

In order to avoid the use of the Services for fraud, money laundering and terrorist financing or by persons/companies on sanctions lists, verification of the Supplier is a prerequisite for the use of our Services. Therefore, AXELIER will ask the User to upload the official supporting documents of the Supplier and clarify any details. In accordance with AXELIER's business trust practice, validation of the Supplier's legal entity is required every 12 months, starting from the date of:

• the last transaction to replenish the Deposit for a promotional bonus;

• the last validation;

depending on what has occurred later.

The required documents will be listed in the notification you receive on app.axelier.com at the time you are prompted to upload your legal entity authentication documents. Please note that the list of documents requested from you may vary depending on the country of registration of the Supplier's legal entity and according to changes in the terms of this TERMS AND CONDITIONS. You will be required to complete a legal entity identification form and to provide us with the documents requested by AXELIER for verification. AXELIER has the right, in addition to the documents provided, to request any information for additional verification of the Supplier, should this be necessary. AXELIER will also refer to public data from the Business Registers and to the services of partners offering legal entity authentication if this becomes necessary. Verification may take up to 5 working days, in special cases up to 10 working days. Information on the status of the legal entity verification is displayed in the Supplier's profile in the account of this legal entity.

When any new information is added to the Supplier's legal entity profile, for example due to a change of address or name, the validation of the legal entity is repeated. Information about the company's business areas and geographic regions does not require validation.

Full access to the use of AXELIER for a legal entity, including on the terms of paid Tariff Plans, is possible only after validation of the company. Acceptance of payment from the User for the start of a paid Service Plan, as well as any trial use of AXELIER does not entitle to full access to the Web Service without validation of the legal entity for the role of Supplier and/or B2B Client.

You may not use the Services as a Supplier and AXELIER, without legal liability and without compensating the Supplier for any losses, may unilaterally, by notifying the Supplier (or the connected User) by e-mail, refuse the Supplier's registration on the Site or permanently block the Supplier's access to the Services, if:

• if you are acting on behalf of/on behalf of a governmental, municipal, public or non-profit organization;

• the Supplier, or its affiliate(s) or beneficial owner(s), is on a sanctions list;

• Supplier's location or country of residence is a sanctioned territory;

• the Supplier has violated the Agreement or other AXELIER terms and policies if the violation cannot be cured or corrected;

• the Supplier is prohibited from receiving our Services under the applicable laws of the country of incorporation of the Supplier's legal entity or Web Service;

• Supplier's business has been terminated or suspended;

• the Supplier is declared bankrupt or insolvent;

• the Supplier has not passed the legal entity authentication.

AXELIER, without legal liability or any damages to the Supplier, may unilaterally, by notifying the Supplier (or connected User) by e-mail, temporarily block the Supplier's access to the Services if:

• the Supplier has violated the Agreement or other AXELIER terms and policies - until the violation is resolved;

• the Supplier has provided incorrect personal or corporate data;

• the Web Service evaluates the Vendor's business activity on AXELIER as being of questionable character;

• the Supplier offers its Sellers and their Customers Products or terms of purchase that have nothing to do with business practices;

• the rights of third-parties are violated;

• there is a warranted request by state, municipal, public, judicial and/or executive agencies;

• we have received a complaint against the Supplier - while the complaint is being considered.

AXELIER may request from the Supplier, and the Supplier shall provide AXELIER with, any documents and information necessary to address the complaint. AXELIER may, at its discretion, reject the complaint or recognize the complaint as justified. If the complaint is rejected, AXELIER shall immediately restore Supplier's access to the Services. If the complaint is found to be justified, AXELIER will permanently block Supplier's access to the Services.

AXELIER, without incurring any legal liability or reimbursing the Supplier for any losses, may unilaterally, by notifying the Supplier (or the connected User) by e-mail, assign the Supplier the status of "dishonest" or "bad faith" Supplier if we receive a notification from the Client that an offline transaction has been completed, but the Supplier has not confirmed this to AXELIER, as a result of which the Client has not received his bonus.

Without limiting any other provisions of this Agreement, any act or omission by Supplier in violation of this Agreement shall be deemed a breach of this Agreement, and Supplier agrees to indemnify, defend and hold AXELIER harmless from any loss, liability, cost, and expense that AXELIER may incur as a result of such breach.

A user representing a legal entity in the role of Supplier on the Web service undertakes:

1. Use AXELIER for the purposes of fair and honest competition according to the rules of the free market, in accordance with accepted business ethics;

2. Place for promotion with the help of AXELIER exclusively and only real-life goods and services that are available for purchase and receipt without participation also outside the Web service directly from the supplier himself and/or with his direct participation in the purchase and sale transaction;

3. Demonstrate in the description of your legal entity, as well as your goods and services, only those logos, symbols, images, links, documents and parameters that correspond to them and for the publication of which you have the appropriate rights;

4. Invite Sellers, give them permission and authority to represent your goods and services to Clients only if this Seller is a real person/company, verified by you, has the appropriate competence and you are ready to bear full legal responsibility for his actions or inactions to Clients and AXELIER;

5. Offer Clients participation in advertising promotions with realistic conditions that correspond to the objective objectives of the sale and purchase and are not related to fraud, bribery and/or for the purpose of tax evasion;

6. Provide your Sellers, Clients and Web service only with truthful and up-to-date information about the legal entity you represent, namely:

• provides details of the company (on whose behalf AXELIER acts): name, registration number, country, address and copies of documents where it is clear that this is an official invoice issued to this company (or registration document);

• according to the data provided, AXELIER validates a legal entity if it meets the requirements of this Agreement, is not a public, non-profit, state, municipal enterprise/institution/organization and/or a legal entity with state shares in any amount, as well as a legal entity under personal or territorial sanctions in accordance with EU regulations;

• can represent several legal entities on the Web service at the same time;

• promotes only its products and services through Promos (promotional offers);

• deposits the selected amount of the Advance Deposit into your account;

• determines the geographic regions where the sale of its Products is permitted;

• creates a description of its Products, including their images, documents, specifications, delivery conditions, etc.;

• approves/rejects Sellers to work on behalf of its legal entity for Promos (promotional offers) with its products;

• creates/edits/duplicates/deletes templates of Promos (templates of promotional offers) for each of its Products, on the basis of which the Seller creates Promos with Clients;

• sets the conditions for future Promos (in the mentioned templates of promotional offers), including the cost of the Product and the amount of the Promotion Bonus for the Client;

• confirms/rejects/edits Promos (promotional offers) that the Seller from his company created himself (describing the product of the Promo, the cost and the Promotional Bonus due to the Client in case of completion of the Promo);

• confirms to the Seller the completion of the physical purchase and sale transaction between the legal entities of the Supplier and the Client outside AXELIER under the terms of the Promo (promotional offer);

• confirms/rejects the provision of a Promotional Bonus to the Client based on the results of a completed Transaction under the terms of the Promo (promotional offer).

TO ALL SELLERS

PLEASE READ our Promotion Policy and Restricted Access section carefully before promoting any of your Suppliers' Products to Clients. Remember, when as a Seller on AXELIER you represent to Customers the Supplier's legal entity and Products on its behalf - you are legally liable with full indemnification for any damages for actions that violate the Terms of this Agreement.

The Web Service helps SELLER to promote Supplier's Products through AXELIER to any private (B2C) and/or corporate (B2B) Clients who have legal status, comply with the Terms and Conditions of this Agreement, conduct legitimate business activities, can be registered on AXELIER, can become real buyers of a real Product from the Supplier. The Seller on AXELIER has the right to:

• invite Clients to participate in Promos (promotional offers);

• to work with Clients to conclude transactions on the terms of Promos (promotional offers);

• receive Seller's bonuses for successfully completed transactions on the terms of Promos (promotional offers);

• invite Vendors to work together to sell their Products to Clients;

• create Promos (promotional offers) with Suppliers' Products;

• offer the Suppliers their own Promos (promotional offers);

• recommend to the Supplier the optimal conditions of the Promotions, such as the terms of the Promos (promotional offers), special price, the amount of Bonuses for the Customer for the completed transaction, etc.

A Seller on the Web Service may promote Promos (promotional offers) in the following types of roles:

A. (CORPORATE) SELLER - an individual who is a corporate Seller of a particular Supplier;

B. INDEPENDENT SELLER - an individual who represents multiple Suppliers until such time as Supplier designates such Seller as its regular Seller (CORPORATE SELLER);

C. A JOINT CORPORATE SELLER is an individual who is also a Supplier of the same legal entity and who exclusively promotes the Products of only that Supplier - selling its own products or services.

You may not use the Services as a Seller and AXELIER, without legal liability or reimbursement to the Seller for any losses, may unilaterally, by notifying the Seller (or connected User) by email, block the Seller's access to the Services indefinitely if:

• the Seller is on the sanctions list;

• Seller's location or country of residence is a sanctioned territory;

• the Seller has violated the Agreement or other AXELIER terms and policies and the violation cannot be cured or corrected;

• the Seller is prohibited from receiving our Services under an applicable law.

AXELIER, without legal liability or any damages to Seller, may unilaterally, by notifying Seller (or a connected User) by e-mail, temporarily block Seller's access to the Services if:

• the Seller has violated the Agreement or other AXELIER terms and policies - until the violation is resolved or remedied;

• the Seller has provided incorrect personal or corporate information;

• the Web Service evaluates Seller's business activities on AXELIER as being of dubious character;

• the Seller offers Clients Products or terms of purchase that have nothing to do with business practices;

• the rights of third parties are violated;

• at the warranted request of state, municipal, public, judicial and/or executive agencies;

• we have received a complaint about the Seller - while the complaint is pending.

AXELIER may request from the Seller, and the Seller shall provide AXELIER with, any documents and information necessary to process the complaint. AXELIER may, at its discretion, reject the complaint or recognize the complaint as justified. If AXELIER rejects the complaint, AXELIER shall immediately restore Seller's access to the Services. If the complaint is found to be justified, AXELIER will permanently block Seller's access to the Services.

AXELIER, without legal liability or any damages to the Seller, may unilaterally, by notifying the Seller (or the connected User) by e-mail, assign the Seller the status of "bad faith" or "unfair" Seller if we receive a complaint from the Client or the Supplier.

Without limiting any other provisions of this Agreement, any acts or omissions by the Seller in violation of this Agreement shall be deemed a breach of this Agreement, and Vendor agrees to indemnify, defend, and hold AXELIER harmless from any losses, liabilities, costs, and expenses AXELIER may incur as a result of such breach.

The Seller represents, warrants and undertakes that:

• it is legally authorized to act on behalf of the Supplier and to promote the Supplier's goods or services to the Client;

• it will not, without the prior written consent of the Supplier, make any representations, warranties, conditions or guarantees to the Client;

• he will perform his duties under this Agreement and/or any other offline agreement with Supplier on a professional basis in accordance with the requirements set forth by AXELIER or such other agreement;

• that its sales, marketing, distribution, advertising or other activities will not adversely reflect or in any way diminish the image of excellence and reputation for ethical high-level marketing;

• they shall not do anything directly or impair the current image or reduce the prestige or quality of the Supplier's products or services, or damage the Supplier's reputation;

• not make unauthorized use of the Supplier's trademark.

BONUS REWARD. For each completed Promo (promotional offer), AXELIER rewards the Seller with a Bonus equal to 1% of the Promo Bonus assigned to this Promo. Such bonus is displayed in the wallet on the Seller's account and is summarized with bonuses in the User's private person wallet. The history of the Seller's bonuses can be seen in the User's profile of the Web Service in the MY AXELIER section under the BONUSES tab.

The Seller's bonuses cannot be given, bought, sold or otherwise transferred to any other Web Service User or other person.

The Seller's Bonuses may be redeemed at the PRIZENTA Prize Showcase, available at www.prizenta.com.

TO ALL CLIENTS

PLEASE READ our Promotion Policy, Bonus Policy and Restricted Access section carefully before accepting any offers from Sellers to participate in promotions for the purchase of any Products from Suppliers. Remember that when as a Client on AXELIER you represent the Client's legal entity to Sellers and their Suppliers, you are legally liable with full indemnification for any damages for actions that violate the Terms and Conditions of this Agreement.

CLIENT on AXELIER means that the User of the Web Service, registered as a Client, has the rights:

· to receive invitations from Sellers to participate in Promos (promotional offers) to purchase goods and services (hereinafter referred to as Products) directly from Suppliers on special terms;

· agree/refuse to participate in any Promo;

· when agreeing to participate in a Promo - to make a physical purchase transaction on the promotional terms agreed with him/her with the Supplier offline outside AXELIER;

· for the completed transaction with the Supplier on the terms of the Promo secured by bonuses, to receive Promo-bonuses to your account of a natural or legal person in the Web Service;

· accumulate in the Wallet of your accounts the received Promo-bonuses from different completed transactions on the terms of different Promos with different Suppliers, for different periods of time;

· exchange the Promo-bonuses for Prizes of his/her choice at the PRIZENTA Prize Showcase at www.prizenta.com.

Customer on the Web Service may accept Invitations and participate in Promos in the following types of roles:

A. B2C CLIENT - an adult private person representing himself/herself according to his/her passport data and being the ultimate beneficiary of the use of the Web Service;

B. B2B CLIENT - a corporate Client who is authorized to represent on AXELIER an officially affiliated legal entity, which is the ultimate beneficiary of the use of the Web Service.

AXELIER provides Clients with tools for storing and exchanging the Promotional Bonus on the PRIZENTA prize showcase at www.prizenta.com.

At the time of registration on AXELIER, the B2B/B2C client gives his permission to receive system notifications and messages from other registered Users of the Web service. Each message with an Invitation to a Promo (promotional offer) is an automatic system notification sent to you by a registered user through the app.axelier.com online service. The sender himself specified the email address of the recipient of this message. The app.axelier.com does not endorse or assume responsibility for any use or notification by means of this letter of any person other than the recipient intended. You are solely responsible for personal activities associated with distribution of the delivery code from this letter. Forwarding or disseminating any information from this message may give third parties an access to monitor the delivery and disseminate information on this delivery at their discretion. The policy of app.axelier.com and axelier.com does not restrict the monitoring of delivery by the registered or unregistered users who possess the code of such delivery.

IF YOU ARE A B2B CLIENT, verifying our business organization is a prerequisite for using our Services. Therefore, AXELIER will ask the B2B Client to upload the official B2B Client supporting documents and clarify any details.

The required documents will be listed in the notification you receive. You will need to complete the Legal Entity Identification Form and provide us with all official documents in full compliance with the Legal Entity Validation requirements on AXELIER. The web service has the right to request any additional documents or information to verify the B2B Client. Verification may take up to 5 business days.

You cannot use the Services as a B2B Client on AXELIER, without incurring legal liability and without compensating for any losses, you have the right to unilaterally, by notifying the B2B Client (or connected User) by email, refuse the B2B Client to register on the Site or permanently block the B2B Client’s access to the Service if:

· you are acting on behalf of/on behalf of a state, municipal, public or non-profit organization;

· the B2B client, or its affiliate(s), or beneficial owner(s) is included in the sanctions list;

· the B2B client's location or country of residence is a sanctioned territory;

· the B2B Client has violated the Agreement or other terms and policies of AXELIER and the violation cannot be cured or resolved;

· the B2B Client is prohibited from receiving our Services under applicable law;

· commercial activities of the B2B Client are suspended;

· the B2B client is declared bankrupt or insolvent;

· the B2B client provided incorrect corporate or personal data or did not pass the Web service verification;

· The web service evaluates the Client’s business activity on AXELIER as actions of a dubious nature;

· at the reasonable request of state, municipal, public, judicial and/or executive institutions;

· we have received a complaint against the Client - while the complaint is being considered.

IF YOU ARE A B2C CLIENT, you cannot use the AXELIER Services, without incurring legal liability and without paying any damages, you have the right to unilaterally, by notifying the B2C Client (or connected User) by email, permanently block the B2C Client's access to Services if:

• the B2C Client is included in the sanctions list;

• the B2C Client 's location or country of residence is a sanctioned territory;

• the B2C Client has violated the Agreement or other terms and policies of AXELIER and the violation cannot be cured or resolved;

• the B2C Client is prohibited from receiving our Services under applicable law;

• the web service evaluates the Client’s business activity on AXELIER as actions of a dubious nature.

AXELIER, without bearing legal liability and without compensating the Client for any losses, has the right to unilaterally, by notifying the Client (or connected User) by email, temporarily block the Client’s access to the Services, if:

• the Client has violated the Agreement or other terms and policies of AXELIER - until the violation is cured or cured;

• at the reasonable request of state, municipal, public, judicial and/or executive institutions;

• the B2C client provided incorrect corporate or personal data or did not pass the Web service check;

• we have received a complaint against the Client - while the complaint is being considered.

AXELIER may request from the Client, and the Client shall provide to AXELIER, any documents and information necessary to resolve the complaint. AXELIER may, at its sole discretion, reject the complaint or accept the complaint as substantiated. If the complaint is rejected, AXELIER immediately restores the Client's access to the Services. If the complaint is found to be justified, AXELIER will permanently block the Client's access to the Services.

The Client will be awarded with a Promotional Bonus for each Promotion completed, unless otherwise specified by the Supplier in the terms of the Promo (promotional offer) to which the Client has agreed to participate. Please note that in order to receive a Promotional Bonus, the Client must:

1. The purchase and sale transaction between the Client and the Product Supplier under the terms of the Promotion was physically carried out (started and completed) offline outside of AXELIER, and

2. Both the Client and the Supplier, as two parties to one transaction under the terms of the Promotion, have confirmed on AXELIER the completion of this physical offline purchase and sale transaction outside of AXELIER between themselves, and

3. The Supplier has made all payments under this Agreement.

LIMITATION OF LIABILITY

Your response to any Special promo is an expression of preliminary interest and does not bind you legally. All such promos with your answer will be added to the list of your Promos on AXELIER. Any further actions are solely at your discretion. You can follow the progress of the Promo and see your promo bonuses after logging into AXELIER.

WARNING! The appearance of the Products, their descriptions, characteristics, terms of purchase and delivery, logos, documents, links and other information in the Promos (promotional offers) may differ from the actual Product, have limitations on validity and are strictly promotional and for informational purposes only. ALWAYS CHECK ALL IMPORTANT CHARACTERISTICS, TERMS AND WARRANTIES OF THE PRODUCT YOU ARE INTERESTED IN SEPARATELY AND DIRECTLY WITH THE PRODUCT SUPPLIER BEFORE ANY PHYSICAL CONTRACT OF BUYING AND SELLING.

AXELIER shall not be legally liable or indemnify the Client for any losses incurred in connection with the quality of goods or services offered to the Client by the Supplier or the Seller through the Web Service, or for the performance, or non-performance, or consequences of a transaction entered into physically offline outside AXELIER directly between the Client and the Supplier under the terms of the Promo (promotional offer).

PRIZE TURNOVER POLICY

The PRIZENTA prize showcase is an integral part of the Web Service and provides the full cycle of AXELIER online prize marketing services with the selection of Prizes and their exchange for Bonuses. All Terms of this Agreement applicable to PRIZENTA govern the terms of use of PRIZENTA as well as AXELIER.

PRIZENTA is a place where Internet Users receive information about Prizes and how to receive them, and allows registered and validated Users of the Web Service to select and save the Prizes they like, order and receive Prizes in exchange for Bonuses, as well as track the availability status of Prizes and store order history.

AXELIER Bonuses can be used to exchange for Prizes only on the PRIZENTA online storefront, available at https://www.prizenta.com. In turn, PRIZENTA exchanges Prizes for bonuses issued to the User exclusively and only at AXELIER.

In accordance with the Bonus Policy, as an integral part of this Agreement, PRIZENTA does not accrue or accumulate Bonuses and does not offer the function of purchasing additional Bonuses or additional payment of the missing part when ordering a Prize. PRIZENTA exchanges Bonuses only for Prizes presented and available for receipt. The number of Bonuses the User must have is greater than or equal to the total amount of the upcoming write-off of Bonuses for the ordered Prize. The lack of Bonuses makes it impossible to order a Prize. The balance of Bonuses after exchange for a Prize will be displayed in the PRIZENTA CART when ordering and as permanent information on PRIZENTA and AXELIER in the account of this User.

If the Prize for any reason becomes unavailable after ordering it, the Bonus debited when exchanging for the Prize will be returned to the User.

For authorized access to the full version of PRIZENTA, the AXELIER User authorization system is used, as well as some settings from the Web service User profile, for example, the interface language.

The web service allows the PRIZENTA interface to display information about the User’s role on AXELIER, his legal status, the presence of legal entity validation, the number of bonuses, limited personal data for the correct processing of Prizes and limited contact information for delivering Prizes to the User who ordered them. The number of User accounts displayed and available on PRIZENTA corresponds to the same number of User Roles (accounts) on AXELIER.

The PRIZENTA interface collects the User’s data about his preferences in choosing Prizes, about the countries from which the User is interested in seeing and receiving Prizes, about the User’s location for a preliminary calculation of the optimal delivery option. Data from PRIZENTA about the write-off of bonuses for ordered Prizes and the actual available balance of bonuses is transferred to the app.axelier.com interface for display in the User’s account.

The Service displays only the Prize offers available to the User at the current time in accordance with the selected geographic regions or countries, as well as taking into account the User’s legal status as a private person or legal entity.

PRIZENTA displays a different set of Prizes to the same User if the User uses PRIZENTA:

a) as a physical person;

b) as a representative of a legal entity.

A different set of Prizes on PRIZENTA is available to the same User in accordance with the availability of the Prize for the order, the legality of the User’s legal status, business ethics and objective necessity.

Received and activated Prizes are not subject to return and/or exchange for other Prizes or Bonuses, except in cases where this is determined by the additional conditions of a separate Tariff plan. The validity period of the Prize begins from the moment of its purchase by PRIZENTA from the supplier. PRIZENTA reserves the right to inform the user about the expiration date of the Prize. The difference in the validity period of the Prize from the moment of its provision to the moment of its use depends on the time of its activation by the User. The order can be canceled before the User actually receives the Prize.

The web service reserves the right to change on PRIZENTA the display and availability of Prizes, their value for exchange for Bonuses, description of Prizes and their denominations, suppliers of Prizes, available geographic regions of Prizes, conditions and terms of delivery of Prizes, methods of security and activation of Prizes.

Each Prize has its own Terms of use of their direct supplier, which we recommend that the User read before ordering the Prize. A link to the Terms of use is given in the description of each Prize on PRIZENTA. AXELIER/PRIZENTA are not responsible for the absence or unilateral changes in the Terms of use of the Supplier's Prize, as well as for additional payment commissions on the supplier's resource during the exchange of the Prize for goods or services.

PRIZENTA transfers to the User the ordered Prize with the full denomination and purchasing power indicated in its description. Depending on the User's declared tax status, PRIZENTA may additionally calculate and charge VAT and/or income tax in accordance with EU Laws and Tax Regulations.

To maintain integrity and protect against fraud, it is recommended to activate the Prize immediately before using it.

LIMITATION OF LIABILITY

The appearance, content and quality of the Prizes, their descriptions and images, characteristics, terms and conditions of use, logos, documents, links and other information about the Prizes may differ from the actual Product at the supplier of the Prize, may have limitations on validity and are strictly promotional and for informational purposes only. ALWAYS CHECK ALL IMPORTANT PRIZE CHARACTERISTICS, CONDITIONS, TERMS, VALIDITY AND WARRANTIES SEPARATELY AND IMMEDIATELY WITH THE PRIZE PROVIDER DIRECTLY BEFORE ORDERING A PRIZE ON PRIZENTA OR ANY EXCHANGE OF A PRIZE FOR A REAL PRODUCT OR SERVICE.

The Web Service shall not be legally liable or indemnify the User for any losses incurred due to the limited shelf life of the Prize, the security of the Prize when stored by the User after its activation, the quality of goods or services and their delivery offered to the User by the provider of the Prize through AXELIER, PRIZENTA or directly, or for the fulfillment or non-fulfillment of the terms of use of the Prize, or the consequences resulting from the exchange of the Prize for goods or services from the provider of the Prize.

PROMO POLICY

PLEASE READ our Promo (promotional offer) Policy carefully before promoting Supplier's products or services to Client through AXELIER or agreeing to participate in a Promo. Please note that in accordance with our Promo Policy, there are products and services that are prohibited from being promoted through our Services and AXELIER does not allow you to promote such products or services!

Users of the Web Service participate in the Promo in three main roles:

1. SUPPLIER - independently decides which products or services to promote to Customers through AXELIER by means of Promos, introduces these Products (goods and services), appoints the Product Seller and provides Promo Bonuses for completed transactions under the terms of the Promo.

2. SELLER - undertakes to promote the Supplier's Products to its Clients through AXELIER with the help of the Promos, recommends the Supplier the best conditions of the Promos, controls the progress of the transaction with the Client receives his bonus for successful sales on the terms of the Promo and exchanges them for Prizes at his discretion on PRIZENTA.

3. CLIENT - chooses the best conditions of the Promo, participates in them, physically completes transactions on the terms of the Promo offline outside AXELIER, receives his bonus for this and exchanges it for Prizes at his discretion on PRIZENTA.

WARNING! All three parties, in accordance with their role as Users on the Web Service, voluntarily make equally responsible decisions at their own discretion about the launch of the Promos, the dissemination of information about the Promotions and their participation in the Promos. Each of the parties participating in the Promo shall be solely responsible for its own consent or refusal, acts or omissions with respect to the Promo and any result of its participation in any transactions under the terms of the Promo. AXELIER shall not be legally liable or indemnify participants in the Promotion for any losses incurred in connection with the quality of goods or services offered to the Client by the Supplier or Seller through the Web Service, or for the performance, or non-performance, or consequences of a transaction entered into physically offline outside AXELIER directly between the Client and the Supplier under the terms of the Promo.

RESPONSIBILITIES OF THE SUPPLIER IN THE PROMOTION:

• Use Promotions on AXELIER for the purpose of fair competition under the rules of the free market, in accordance with accepted business ethics and advertising practices;

• Post on the Web service exclusively and only reliable information about real-life goods and services available for purchase and receipt without participation and outside the Web service directly from the Supplier himself and/or with his direct participation in the purchase and sale transaction;

• Do not mislead potential Clients to any extent with the advertising description of your Products and the proposed conditions for participation in Promos (promotional offers);

• Promote your Products and specific Promos with the help of an invited Seller or independently as a JOINT CORPORATE SELLER (for more details, see the ALL SELLERS section);

• Do not use other people's trademarks and advertising materials without legal rights to use them;

• Invite to promote Promos only those Sellers who are well known to the Supplier, have had positive business practices with the Supplier and in whose professional ethics the Supplier is confident;

• Offer Clients participation in Promos from the legal entity that will actually physically deliver the Product to the Client under the terms of the Promo;

• Offer Clients participation in advertising promotions with realistic conditions that correspond to the objective objectives of the sale and purchase and are not related to fraud, bribery and/or for the purpose of tax evasion;

• Provide Promos with Promo Bonuses in a timely manner;

• Pay the ADVANCE DEPOSIT only from your current account;

• On the Web service, promptly respond to the Client’s confirmation of the completion of the transaction under the terms of the Promo.

RESPONSIBILITIES OF THE SELLER IN THE PROMO:

• Use Promos on AXELIER for the purpose of fair competition under the rules of the free market, in accordance with accepted business ethics and advertising practices;

• Post on the Web service exclusively and only reliable information about real-life goods and services available for purchase and receipt without participation and outside the Web service directly from the Supplier himself and/or with his direct participation in the purchase and sale transaction;

• Do not mislead potential Customers to any extent with the advertising description of your Products and the proposed conditions for participation in Promos;

• Do not use other people's trademarks and advertising materials without legal rights to use them;

• Personally promote Promos as an INDEPENDENT SELLER or ASSIGNED CORPORATE SELLER (more details in the ALL SELLERS section);

• Agree to promote Products and Promotions only from those Suppliers who are well known to the Seller, have had positive business practices with the Seller and in whose professional ethics the Seller is confident;

• Invite to participate in Promos only those Clients who, in the opinion of the Seller, need it and whose interests the Product in the Promo meets;

• Limit invitations to Promos to those Clients who have refused to receive such invitations and/or the promoted Supplier Product and/or the terms of the Promos do not correspond to the interests, scope of activity, objective need and/or business ethics of these Clients;

• Do not send invitations to Promos as SPAM or other types of mass advertising;

• Correctly indicate current and reliable contact information about yourself in the description of the Promo;

• Do not hide your identity in front of Clients;

• Timely respond to requests from Clients who have given their consent to participate in the Promo;

• Make every effort to preserve the business reputation of the Supplier in the representation of the Clients and the business reputation of the Client in the representation of the Supplier;

• Keeping confidential all confidential commercial information of the Supplier obtained in the course of working with the supplier on the Web service, in particular, affecting the competitive advantages of the Product and/or Promos of the Supplier. The Seller bears full personal responsibility for all direct and indirect provable losses of the Supplier from the Seller’s disclosure of such information to third parties;

• Offer Clients participation in Promos from the legal entity that will actually physically deliver the Product to the Client under the terms of the Promo;

• Offer Clients participation in advertising promotions with realistic conditions that correspond to the objective objectives of the sale and purchase and are not related to fraud, bribery and/or for the purpose of tax evasion;

• Monitor the Supplier's fulfillment of obligations to provide the Promo with Promotional Bonuses;

• On the Web service, promptly respond to the Client’s confirmation of the completion of the transaction under the terms of the Promo, if the Supplier has granted such rights to the Seller.

CLIENT'S RESPONSIBILITIES IN THE PROMOTION:

• Use Promotions on AXELIER for the purpose of fair competition under the rules of the free market, in accordance with accepted business ethics and advertising practices;

• Post on the Web Service exclusively and only reliable information about the actual demand for Products and Promos for yourself as a Client;

• Not to any extent mislead Sellers and their Suppliers regarding the real business interest on the part of the Client in the Products and Promos offered;

• On an advertising basis, receive invitations to Promos from Sellers;

• Do not transfer, forward, provide to third parties who are not in any way involved in making a decision on the Client’s participation or non-participation in the Promo, do not publish or make publicly available links, content in whole or in part, descriptions, characteristics, images, conditions, documents and any other information related to the Promo from the Invitation received;

• Agree/refuse to participate in any Promo;

• If you agree to take part in the Promo, carry out a physical purchase and sale transaction on the agreed advertising terms with the Supplier offline outside of AXELIER;

• On the Web service, promptly respond to confirmation by the Supplier or Seller of the completion of the transaction under the terms of the Promo;

• Receive Promotional Bonuses in the Wallet of your accounts for different completed transactions under the terms of different Promos secured by bonuses with different Suppliers, for different periods of time;

• Timely give your assessment of Promos, Products, Suppliers, Sellers and other objects of marketing research of the Web service.

REQUIREMENTS FOR THE CONTENT AND PROCESS OF THE PROMOTION:

• Only registered and validated AXELIER Users can participate in the Promo;

• The Promo is intended and can only be directed to a potential buyer as a Client on AXELIER or with the possibility of future registration on AXELIER as a Client;

• The invitation to the Promo is personal only and can only be sent to a specific email address of a specific recipient. The Seller, as the sender of the invitation to the Promo, manually enters the recipient's email address, his Name and message;

• An invitation to the Promo cannot be sent as SPAM or other type of mass advertising mailing;

• The Promo must clearly represent the Supplier, the Seller, the Product offered for sale, the full conditions for participation in the Promo on clear principles, clearly stated for understanding;

• The Promo must contain a discount from the old price, a PROMOTIONAL PRICE, a limited validity period and a Promotional Bonus for the Client;

• The amount of the Promo can be set in monetary terms or as a percentage of the Final price of the product/service. If the Promo Bonus value has been set in monetary terms, AXELIER will automatically convert this amount into the number of Promotion Bonuses that the Client will receive and calculate the percentage value of the Promo Bonus, and vice versa. The percentage value of the Promo Bonus is calculated from the Final price of the product/service. One Promotional Bonus unit is equal to 0.065 currency units.

• Description of the Promo, including any text, images, characteristics, configurations, warranties, delivery conditions, documents, links, logos and any other information must be directly related to the Product offered or its purchase under the terms of the Promo;

• To create a Promo, you must provide the minimum information that, when filling out the Promo (Promotion offer) Web Template, appears (marked) as required fields. Such “required fields” may, from time to time, at the discretion of the Web Service, become optional, and also optional fields may become “required fields” without any prior notice;

• The Supplier or the Seller, with the approval of the Supplier, independently determines the amount of the Promotional Bonus, which is offered to the Client in case of completion of the transaction under the terms of the Promo. The amount of the Promotional Bonus is indicated as a percentage of the PROMOTIONAL PRICE of the Product. The web service, at its discretion, assigns a minimum and maximum interest rate for the Promotional Bonus, which always depends on the total amount of the PROMOTIONAL PRICE: the lower the PROMOTIONAL PRICE, the higher the permissible interest rate, the higher the PROMOTIONAL PRICE, the lower the permissible interest rate. Manual exceeding or underestimation by the User of the interest rate thresholds established by the Web service is not allowed;

• The creative part of the advertising description of the Promo, such as headlines, slogans, statements, evidence, opinions and other similar information, must not in any way mislead potential Customers regarding the qualities and properties of the Product, its guarantees, conditions of purchase and operation, advantages, disadvantages and the consequences of participation in the Promo itself;

• The Promotional Bonus is credited to the Client only after the successful completion of the Promo and only if:

a) the purchase and sale transaction was completed between the Client and the Supplier directly offline outside the Web Service, and

b) both the Client and the Supplier have confirmed in the Web Service the successful completion of the transaction under the terms of the Promo, and

c) Supplier has made all payments under this Agreement.

• The web service does not oblige the parties to the purchase and sale transaction to use full compliance with the terms of the Promo, if the Buyer and Supplier mutually agree not to do so. In this case, either party must cancel the Promo with a specific Client on the Web Service.

PROHIBITED PROMOS

WARNING: The Web Service DOES NOT use AXELIER and PRIZENTA for illegal and/or fraudulent promotional activities in any form or country, or offer goods and services that are prohibited for trade in the Promotions. In this regard, USERS MUST KNOW, REMEMBER, AND ACCEPT ALL LIMITATIONS IN THE PROMOTIONAL RULES AND INCLUDED CONTENT OF PROMOS.

· Neither the Seller, nor the Supplier, nor their affiliates or related entities may act as a Client within the same Promo.

· Promos must not constitute, promote or promote illegal products, services or activities.

· The Web Service prohibits advertising Promos that include content that has been refuted by third-party fact checkers. Sellers and/or Suppliers who repeatedly publish information that is believed to be false may be limited in their use of the Web Service.

· Promos must not discriminate or encourage discrimination on the basis of personal characteristics, such as race, ethnicity, color, national origin, religion, age, gender, sexual orientation, gender identity, marital status, disability, medical or genetic condition.

· The Web Service prohibits Sellers and/or Suppliers from using Promos to discriminate against people. This means that Sellers and/or Suppliers may not include discriminatory content in their Promos. Sellers and/or Suppliers are also required to comply with applicable laws prohibiting discrimination. These include laws prohibiting discrimination against groups of people in relation to, for example, offers of housing, employment and credit.

· The Promo must not contain any statement that an individual or group of individuals poses a threat to the physical safety, health or survival of others on the basis of race, ethnicity, national origin, religion, sexual orientation, caste, sex, gender, gender identity, serious illness, disability or immigration status.

· The Promo must not promote statements of inferiority, contempt or disgust.

· Promos must not glorify, support or represent militant social movements or conspiracy networks that incite violence.

· Promos must not promote products, services, schemes or offers using deceptive or misleading practices, including those designed to defraud people of money or personal information.

· Promos cannot advertise products or services intended to entice people to engage in fraud or deception.

· Promos must not make promises or offer unrealistic results, as defined below, regarding health, weight loss or economic opportunity.

· Promos must not promote financial products or services that often involve misleading or deceptive practices.

· Promos must not contain images with non-existent functionality. This includes images that display play buttons, notifications or flags, and advertising Promos that contain features that do not work, such as multiple choice options.

· Promos must not promote the sale or use of illegal or recreational drugs or other unsafe substances, products or supplements.

· Promos must not promote the sale or use of weapons, ammunition or explosives. This includes a Promo on accessories for weapon modification.

· Promos must not promote the sale or use of tobacco or nicotine products and related paraphernalia unless they are smoking cessation products. Advertising in Promos must not advertise delivery devices such as e-cigarettes, vaporizers, or any other products that mimic smoking or are otherwise intended for use with tobacco or nicotine products.

· Promos must not contain adult content. This includes nudity, depictions of people in explicit or suggestive positions, or acts that are excessively lewd or sexually provocative.

· Promos that claim or imply an opportunity to meet someone, contact them, or view content they have created must not be positioned in a sexual way or with the intent to sexualize the person featured in the Promo.

· Promos must not contain profanity, grammatical or punctuation errors. Symbols, numbers and letters must be used correctly.

· Promos should not contain content that links to external landing pages that provide a surprising or disruptive experience, or to landing pages that contain minimal original content and a large portion of irrelevant or low-quality content.

· Promos must not contain content that asserts or implies personal characteristics. This includes direct or implied statements or allusions to race, ethnicity, religion, belief, age, sexual orientation or customs, gender identity, disability, physical or mental health (including medical conditions), financial vulnerability, voting status, membership of trade union, criminal record or name.

· Promos must not contain shocking, sensational or overly violent content.

· Promos must not contain content that exploits crises or controversial events for commercial purposes.

· Advertising content of Promos must not imply or attempt to create a negative self-image in order to promote diet, weight loss or other health-related products.

· Promos must not promote the sale of human body parts or liquids.

· Promos must not advertise prescription drugs.

· Promos must not promote either offline gambling or online gambling.

PROMOTIONS RELATED TO CERTAIN TYPES OF BUSINESS OR PRODUCT

· Promos that advertise or refer to alcohol must comply with all applicable local laws, mandatory or established industry codes, guidelines, licenses and permits.

· Promos promoting the sale of over-the-counter drugs must comply with all applicable local laws, mandatory or established industry codes, guidelines, licenses and approvals.

· Promos advertising credit cards, loans or insurance services must not directly request the entry of any personal information on the Promo landing page or otherwise.

· The Merchant and/or Supplier promoting financial products and services must demonstrate that they are authorized by the relevant regulatory authorities, if required; and any such permission may be subject to separate review by the Web Service.

· Promos must not advertise cryptocurrency trading platforms, software and related services and products that enable the monetization, resale, exchange or listing of cryptocurrencies without prior written permission.

· Advertisements for subscription services must disclose pricing and recurring billing information.

· The Promo may not advertise or offer to sell THC products or cannabis products containing related psychoactive components.

· The Promo may not advertise or offer to sell cannabidiol (CBD) or similar cannabinoid products.

· Promos that promote or offer the sale of hemp products must comply with all applicable local laws and mandatory or established industry codes and regulations.

LIMITATION OF LIABILITY REGARDING PROMOS

In no event shall AXELIER be responsible for the Supplier's products/services promoted through AXELIER's tools, the Promo itself, the content of the Promo, or the results of any Promo, especially offline transactions whether or not conducted between the Supplier and the Client.

The web service cannot guarantee that the Client's participation in any selected Promo will result in an actual offline sales transaction directly between the Client and the Supplier.

All Products of the Supplier for the Customer under such a transaction under the terms of the Promo are considered to be at the disposal of the Supplier. The physical purchase and sale transaction of the Supplier's Product under the terms of the Promo, as well as the transaction for payment for such a transaction, always occurs offline directly between the Client and the Supplier, outside and without any participation of the Web service. Such a transaction cannot be guaranteed, entered into, processed or paid for through AXELIER. Therefore, all transactions directly between the Client and the Supplier are never concluded online through AXELIER and are beyond the control and responsibility of AXELIER.

Supplier is solely responsible for the truth and accuracy of the information provided and Supplier will indemnify, defend and hold AXELIER harmless from any losses, liabilities, costs and expenses that AXELIER may incur as a result of inaccurate, false or fraudulent information.

When promoting goods/services to B2C Clients, the Supplier and/or Seller are solely responsible for compliance with all GDPR data protection requirements.

GENERAL LIMITATION OF LIABILITY

The Web Service does not bear any responsibility for the personal and business relationships, qualities, obligations, guarantees, financial transactions, logistics, social responsibility and business ethics between the Supplier, the Seller and the Client, which occurs offline directly with each other outside the Web Service.

Any changes in functions, access, data, user interface (frontend), administrative pages (backend), in the terms of this Agreement and other separate Agreements, offers, tariffs, commissions, descriptions and their language localizations, instructions, advertising, Web Service services and its Subprocessors - occur solely and solely for the purpose of continuously improving the Web Service and optimizing its performance, to improve data security and confidentiality. All changes to the Web service become available immediately as they are implemented and published, without prior warning, without the User being able to return to older versions of the Web service. AXELIER does not bear any legal and/or financial liability and does not compensate the User for any losses arising from or associated with any changes to app.axeleir.com and www.prizenta.com. For its part, the Web Service does and will do everything possible to implement further changes and improvements with minimal or imperceptible effect for the comfort and productivity of its Users.

Please send your suggestions for bug fixes and improvements via the contact form on app.axelier.com or by email: info@axelier.com.

INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS

User's profile as an individual or entity, Product description or Promo may not contain content that infringes or violates the intellectual property rights of any third party, including copyrights, trademarks or other legal rights. This includes, but is not limited to, advertising or selling counterfeit goods, such as products that copy the trademark (name or logo) and/or distinctive features of another company's products to imitate the genuine product.

The Promo shall not imply an endorsement or partnership of any kind with any AXELIER brand.

The Promo and/or Product must not represent any AXELIER brand in such a way that it becomes the most distinctive or prominent feature of the creative. AXELIER brand assets may not be modified in any way, such as changing the design or color, or using special effects or animations.

All other Promotional Pages and landing (landing) pages must not use our copyrights, trademarks or any confusingly similar marks, except as expressly authorized by AXELIER or with our prior written permission.

GENERAL PROVISIONS

PUBLICITY. User is permitted to state publicly that it is a customer of AXELIER; however, User may not use the AXELIER and PRIZENTA name, logo, or other identifying marks without AXELIER’s prior written consent. User agrees that AXELIER and PRIZENTA may use User’s name and logo online or in promotional materials. AXELIER may also verbally reference User as a customer of the AXELIER Services.

SEVERABILITY. Every provision of this Agreement will be construed, to the extent possible, so as to be valid and enforceable. If any provision of this Agreement so construed is held by a court of competent jurisdiction to be invalid, illegal or otherwise unenforceable, such provision will be deemed severed from this Agreement, and all other provisions will remain in full force and effect.

GOVERNING LAW AND VENUE. Except as otherwise expressly provided herein, this Agreement is governed by the laws of the Republic of Latvia without giving effect to any choice or conflict of law provision or rule. For any claims arising out of relating to this Agreement or the AXELIER Services each party hereby irrevocably agrees and submits to personal jurisdiction in the Republic of Latvia. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE AXELIER SERVICES. User consents to service of process via email at the email address(es) provided by User and waives any requirement under the Hague Convention or other judicial treaty requiring that legal process be translated into any language other than English. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement. The courts in some countries will not apply Republic of Latvia law to some types of disputes. If You reside in one of those countries, then where Republic of Latvia law is excluded from applying, the laws of Your country of residence will apply to any dispute or difference arising out of or in connection with the Agreement.

OTHER APPLICABLE LAW. If You are otherwise subject to laws that prohibit User from agreeing to the foregoing governing law and/or venue provisions, then (i) the terms of such provisions of this Agreement will be deemed to be modified to reflect the governing law and/or venue required by Applicable Law; and (ii) User must, within thirty (30) calendar days of the commencement of its Service Term, notify AXELIER (directed to legal@axelier.com) to identify the Applicable Laws that apply to User and the resulting modifications to the governing law and/or venue provisions of this Agreement, without prejudice to the statutory rights of Users based in the EU.

ELECTRONIC SIGNATURE. You agree that AXELIER may provide User with information regarding this Agreement by posting the information on User's Account on the AXELIER website, sending User an email, or communicating through a support ticket, and that doing so satisfies any obligation AXELIER may have to provide the information in writing. You may have the right to withdraw consent and, when required by law, AXELIER will provide User with paper copies upon request. To receive, access, and retain the notices, User must have Internet access and a computer or device with a compatible browser; software capable of viewing PDF files; and the ability to print and download and store PDF files. You confirm that User is able to receive, access, and retain information on the website. You may withdraw consent or update contact information by notifying AXELIER through available support channels, including chat.

ENTIRE AGREEMENT. This Agreement sets forth the entire Agreement and understanding between AXELIER and User regarding the subject matter hereof and supersedes any previous or contemporaneous communications, representations, proposals, commitments, understandings, negotiations, discussions, understandings, or agreements (including non-disclosure or confidentiality agreements), whether oral or written, regarding the same subject matter. In the event of any conflict between these Terms of Service and an AXELIER Order Form, if applicable, the terms and conditions set forth in these Terms of Service will govern unless expressly amended in such AXELIER Order Form.

WAIVER. The failure by AXELIER at any time to enforce any of the provisions of this Agreement or any right or remedy available hereunder or at law or in equity, or to exercise any option herein provided, will not constitute a waiver of such provision, right, remedy or option or in any way affect the validity of this Agreement. The waiver of any default by AXELIER will not be deemed a continuing waiver but will apply solely to the instance to which such waiver is directed.

HEADINGS. The section headings appearing in this Agreement are inserted only as a matter of convenience and in no way define, limit, construe or describe the scope or extent of such section or in any way affect such section.

NO JOINT VENTURE. This Agreement will not be construed as creating any partnership, joint venture or agency relationship between AXELIER and User.

ASSIGNMENT. AXELIER may freely assign, transfer and/or delegate its rights and obligations under this Agreement but User may not assign, transfer and/or delegate its rights and obligations under this Agreement without AXELIER's prior written consent (not to be unreasonably withheld). Any attempted assignment or transfer in violation of this Section will be void. Subject to these limits, this Agreement will be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns.

NO THIRD PARTY BENEFICIARIES. Other than as expressly provided in this Agreement, no third-party beneficiaries are intended or will be construed as created by this Agreement.

NOTICES. Any notice delivered by AXELIER to User under this Agreement will be delivered by email to the email address associated with User’s account or by posting at AXELIER Control Panel, except as otherwise set forth in this Agreement. User will direct legal notices or other correspondence, including any complaints, under this Agreement (including under any Additional Terms) to ACROSS DIGITAL LTD, Dzerbenes Str.14, Riga, LV-1006, Latvia. Attention: Legal Department, or by email directed at legal@axelier.com.

FORCE MAJEURE. AXELIER will not be liable for any delay or failure to perform any obligations under this Agreement due to any cause beyond AXELIER’s reasonable control, including acts of God, labor disputes or other industrial disturbances, systemic electrical, telecommunications or other utility failures, earthquakes, storms or other elements of nature, blockages, embargoes, riots, acts or orders of government, acts of terrorism or war. If such a force majeure event occurs and continues for a period of more than thirty (30) calendar days, either party may terminate this Agreement upon written notice to the other party.

EXPORT COMPLIANCE. User may not use or otherwise export or re-export the AXELIER Services or any related software or technology except as authorized by Republic of Latvia law and the Applicable Laws of the jurisdiction in which the AXELIER Services were obtained. In particular, but without limitation, the AXELIER Services may not be exported or re-exported (i) into any Europe Union embargoed country or region, or (ii) to anyone on the Europe Union Treasury Department's list of Specially Designated Nationals or Denied Person's, from Sanctions List, from the List of Government Officials or List of Unverified Legal Entities. By using the AXELIER Services, User represents and warrants that User is not located in any such country or on any such list. User also agrees that it will not use these products for any purposes prohibited by Europe Union law. User is solely responsible for complying with all import, export, and re-export control laws, including but not limited to the Export Administration Regulations ("EAR") and the International Traffic in Arms Regulations ("ITAR"). User is also solely responsible for any applicable license requirements in connection with the AXELIER Services, and AXELIER makes no representations or warranties regarding the suitability of the AXELIER Services for User's compliance with the EAR and/or ITAR

VALIDITY OF THIS AGREEMENT

The terms of this Agreement are subject to change at the discretion of the Web Service at any time without notice. The terms of this Agreement shall be in full force and effect from the date of its publication on app.axelier.com. The original language of this Agreement is English.

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