Terms of Service

Last updated: November 25th, 2024

Welcome to Axal Autopilot! The Terms of Service is a binding agreement between you and Lockbox Technologies, Inc. (“Axal”).

1. ACCESS TO SERVICES.

1.1 Access. By accessing or using the Services in any way, including without limitation by visiting the Website and/or creating a personalized account, you represent that 1) you have read, understand, and agree to be bound by these Terms of Service; 2) you are of legal age to form a binding contract with us; and 3) you have the authority to enter into these Terms of Service. IF YOU DO NOT AGREE TO BE BOUND BY THE TERMS OF SERVICE, YOU MAY NOT ACCESS OR USE THE SERVICES.

Please be aware that Section #11 of this agreement below contains provisions governing how disputes that you and we have against each other are resolved, including, without limitation, any disputes that arose or were asserted prior to the effective date of this agreement. In particular, it contains an arbitration agreement which will, with limited exceptions, require disputes between us to be submitted to binding and final arbitration. Unless you opt out of the arbitration agreement. You will only be permitted to pursue disputes or claims and seek relief against us on an individual basis, not as a plaintiff or class member in any class or representative action or proceeding. You are waiving your right to pursue disputes or claims and seek relief in a court of law and to have a jury trial.

Axal Autopilot is not a broker, financial institution or intermediary and is in no way your advisor or custodian. Axal Autopilot has no fiduciary relationship or obligation to you regarding any decisions or activities that you affect in connection with your use of the services. All transactions initiated through Axal Autopilot are established and approved by you, and you may revoke Axal Autopilot trading permissions at any time.

This Agreement is subject to change by Axal in its sole discretion at any time. We will update the “Last Updated” date at the top of the Terms of Service Agreement. Please regularly check the website to view the then-current version.

1.2 Service Ownership; Limitations. Subject to the terms and conditions of this Agreement, Axal grants to Customer a non-exclusive, non-transferable license while this Agreement is in effect, to access and use the features and functionality of Axal’s platform designed to enable the creation and management of crypto-related automations (“Services”) in accordance with the terms and conditions set forth herein. All rights in and to the Services and documentation provided by Axal related to the use of the Services (“Documentation”) not expressly granted to Customer in this Agreement are reserved by Axal and its suppliers.

The Services (excluding the Customer Data hosted thereon), Documentation, and all other materials provided by Axal hereunder, including but not limited to all manuals, reports, records, programs, data and other materials, and all intellectual property rights in each of the foregoing, are the exclusive property of Axal and its suppliers. Customer agrees that it will not, and will not permit any other party to: (a) permit any party to access the Documentation or use the Services; (b) modify, adapt, alter or translate the Services or Documentation, except as expressly allowed herein; (c) sublicense, lease, rent, loan, distribute, or otherwise transfer the Services or Documentation to any third party; (d) reverse engineer, decompile, disassemble, or otherwise derive or determine or attempt to derive or determine the source code (or the underlying ideas, algorithms, structure or organization) of the Services; (e) use or copy the Services or Documentation except for the Limited Purpose; (f) disclose or transmit any data contained in the Services, except as expressly allowed herein; and (g) disclose any benchmarking data, results or performance data to any third party. Customer acknowledges and agrees that the Services and Documentation will not be used, and are not licensed for use, in connection with any of Customer’s time-critical or mission-critical functions.

1.3 Feedback. Customer acknowledges and agrees that Axal may use any comments or suggestions made or provided by Customer related to any errors, problems, defects, or suggestions for changes and improvements to the Services (collectively, “Feedback”) for any lawful purpose without any further compensation. As such Customer, hereby grants to Axal a non-exclusive, transferable, sublicensable (through multiple tiers), royalty-free, fully-paid, perpetual, irrevocable and worldwide right and license to use Feedback for any lawful purpose.

1.4 Registration. You represent that you are not a person barred from using the Services under the laws of the United States, your place of residence or any other applicable jurisdiction. You are responsible for all activities that occur during your use of the Services. You agree that you shall monitor your use of the Services to restrict use by minors, and you will accept full responsibility for any unauthorized use of the Services.

You muse provide all equipment, software, and hardware necessary to connect to the Services. You are solely responsible for any fees, including internet connection or mobile fees, that you incur when accessing the Services. You are solely responsible for keeping your hardware devices secure. Axal Autopilot will not be responsible if someone else accesses your devices and authorizes a transaction initiated from the Services.

1.5 Data License; Ownership. Customer grants Axal a non-exclusive, worldwide, royalty-free and fully paid license to use any data provided by Customer in connection with the Services (“Customer Data”): (a) as necessary for purposes of providing the Services, and (b) on an anonymized, aggregated basis (“Aggregate Data”), to create insights and provide and improve the Services, including to train Axal’s algorithms and machine learning models. The Customer Data and all worldwide intellectual property rights in and to the Customer Data, is the exclusive property of Customer. The Aggregate Data, and all worldwide intellectual property rights in and to the Aggregate Data, is the exclusive property of Axal. All rights in and to the Customer Data not expressly granted to Axal in this Agreement are reserved by Customer.

2. USER CONDUCT. You agree that you are solely responsible for your conduct in connection with the Service. You agree that you will abide by this Agreement and will not (and will not attempt to): 1) provide false or misleading information to Axal; 2) use or attempt to use another Registered User’s Wallet without authorization from such Registered User; 3) pose as another person or entity; 4) use the Service in any manner that could interfere with, disrupt, negatively affect or inhibit other Registered Users from fully enjoying the Services, or that could damage, disable, overburden or impair the functioning of the Services in any manner; 5) develop, utilize, or disseminate any software, or interact with any API in any manner, that could damage, harm, or impair the Services; 6) bypass or circumvent measures employed to prevent or limit access to any service, area, or code of the Services; 7) attempt to circumvent any content-filtering techniques we employ; 8) collect or harvest data from our Services that would allow you to contact individuals, companies, or other persons or entities, or use any such data to contact such entities; 9) use data collected from our Services for any direct marketing activity (including without limitation, email marketing, SMS marketing, telemarketing, and direct marketing purposes; 10) bypass or ignore instructions that control all automated access to the Services; 11) use the Service for any illegal or unauthorized purpose, or engage in, encourage, or promote any activity that violates any applicable law of this Agreement; 12) use your wallet to carry out any illegal activities in connection with or in any way related to your access to and use of the Services, including but limited to money laundering, terrorist financing, or deliberately engaging in activities designed to adversely affect the performance of the Services; 13) engage in or knowingly facilitate any “front-running,” “wash trading,” “pump and dump trading,” “ramping,” “cornering,” or fraudulent, deceptive or manipulative trading practices. 14) use the Services to carry out any financial activities subject to registration or licensing, including but not limited to using the Services to transact in securities, debt financings, equity financings, or other similar transactions; 15) use the Service to participate in fundraising for a business, protocol, or platform; 16) Make available any content that infringes any patent, trademark, trade secret, copyright, right of publicity or other right of any person or entity; 17) attempt to access any Wallet that you do not have the legal authority to access.

Any unauthorized use of any Services terminates the licenses granted by Axal pursuant to this Agreement.

3. DISCLAIMERS OF WARRANTIES. You acknowledge that the Services are being provided on an evaluation basis. As such, to the maximum extent permitted by law, the Services, and all other documentation and materials are provided “AS IS” AND WITH ALL FAULTS. AXAL MAKES NO WARRANTIES WITH RESPECT TO THE SOFTWARE, DOCUMENTATION OR SERVICE, WHETHER EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF TITLE, ACCURACY, INTERFERENCE WITH CUSTOMER’S QUIET ENJOYMENT, SYSTEM INTEGRATION, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. THE ENTIRE RISK ARISING OUT OF THE USE OR PERFORMANCE OF THE LICENSED SOFTWARE IS WITH CUSTOMER. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY AXAL OR ITS AGENTS OR EMPLOYEES SHALL IN ANY WAY INCREASE THE SCOPE OF THIS WARRANTY.

4. LIMITATION OF LIABILITY; INDEMNIFICATION.

4.1 Limitation of Liability. IN NO EVENT WILL AXAL OR ITS LICENSORS (IF ANY) BE LIABLE TO CUSTOMER OR ANY THIRD PARTY FOR THE COST OF PROCUREMENT OF SUBSTITUTE SOFTWARE OR SERVICES, LOST PROFITS, LOST DATA, OR ANY SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL OR PUNITIVE DAMAGES, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY ARISING IN ANY WAY OUT OF THIS AGREEMENT OR CUSTOMER’S USE OF THE SOFTWARE AND SERVICES, EVEN IF AXAL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE TOTAL CUMULATIVE LIABILITY, RELATED TO THIS AGREEMENT, OF AXAL AND ITS LICENSORS (IF ANY) SHALL BE LIMITED TO THE GREATER OF: (A) FIVE HUNDRED DOLLARS (U.S. $500) AND (B) THE AMOUNTS PAID BY CUSTOMER TO AXAL UNDER THIS AGREEMENT.

4.2 Basis of the Bargain. The parties agree that the limitations of liability set forth in this section shall survive and continue in full force and effect despite any failure of consideration or of an exclusive remedy. The parties acknowledge that the prices have been set and the Agreement entered into in reliance upon these limitations of liability and that all such limitations form an essential basis of the bargain between the parties.

4.3 Customer Indemnification. Customer acknowledges that the Services are being provided “as is”. Customer agrees to indemnify, defend and hold harmless Axal from and against any damages, liabilities, losses, judgments, penalties, settlements, costs and expenses (including attorneys’ fees) incurred by Axal in connection with any third party claims arising from Customer Data and/or Customer’s unauthorized use of the Services.

5. CONFIDENTIALITY. The structure, sequence, price, organization and code of the Services constitute valuable trade secrets of Axal and its suppliers. Customers will not disclose to any third party: any information about the Services, including its design, fee, performance characteristics, feedback, and test results. Customers will use reasonable efforts to prevent any access to the Services by any third party.

6. INVESTIGATIONS. Axal Autopilot may, but is not obligated to, monitor or review the Services and Content at any time. Without limiting the foregoing, Axal shall have the right, in its sole discretion, to remove any of your User Content for any reason (or no reason), including if such Content violates the Agreement or any applicable law. Although Axal does not generally monitor user activity occurring in connection with the Services or Content, if Axal becomes aware of any possible violations by you or any provision of the Agreement, Axal reserves the right to investigate such violations, and Axal may, at its sole discretion, immediately terminate your license to use the Services, or change, alter or remove your User Content, whole or in part, without prior notice to you.

6. TERM AND TERMINATION. This Agreement commences upon the date you accept them and will continue indefinitely. Either party may terminate this Agreement upon written notice to the other party. Upon termination, Customer and its Authorized Users shall immediately cease all use of, and delete or destroy all copies of the Software and Documentation in the possession or control of Customer or any Authorized User.

7. INTERACTIONS WITH OTHER USERS. You are solely responsible for your interactions with other Registered Users and any other parties with whom you interact; provided, however, that Axal reserves the right, but has no obligation, to intercede in such disputes. You agree that Axal will not be liable for any liability incurred as the result of such interactions.

Axal is not liable to you in connection with Axal’s or any third party’s use of the Services to view such Connected Content that you have made publicly available. Axal disclaims any liability for connected content, including without limitation personally identifiable information, that may be proved to it by such third-party services providers in violation of the privacy settings that you have set. Axal makes no effort to review any connected content for any purpose, including but not limited to, for accuracy, legality or noninfringement, and Axal is not responsible for any connected content.

8. INDEMNIFICATION. You agree to indemnify and hold Axal parties harmless from any losses, costs, liabilities and expenses (including reasonable attorneys’ fees) relating to or arising out of any and all of the following: 1) your user content; 2) your use of, or inability to use, any of the Services; 3) your violation of the Agreement; 4) your violation of any rights of another party, including any registered users; or 5) your violation of any applicable laws, rules or regulations.

Axal reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with Axal in asserting any available defenses. This provision does not require you to indemnify any of the Axal parties for any unconscionable commercial practice by such party or for such party’s fraud, deception, false promise, misrepresentation or concealment, or suppression or omission of any material fact in connection with the website or any services provided hereunder. You agree that the provisions in this section will survive any termination of the Agreement and/or your access to the Services.

9. THIRD-PARTY SERVICES. The Services may contain or in some cases, integrate with our Services, certain Third-Party Services. When you click on a link to or access or use a Third-Party Service, we will not warn you that you have left the Services and are subject to the terms and conditions (including privacy policies) of another website or destination. Such Third-Party Services are not under the control of Axal. Axal is not responsible for any Third-Party Services. Axal provides these Third-Party Services only as a convenience and does not review, approve, monitor, endorse, warrant, or make any representation with respect to Third-Party Services, or any product or service provided in connection therewith. You use all links in Third-Party Services at your own risk. When you leave our Services, this Agreement and our policies no longer govern. You should review applicable terms and policies, including privacy and data gathering practices, of any Third-Party Services, and make whatever investigation you feel necessary or appropriate before proceeding with any transaction with any third party.

10. REFERRAL PROGRAM. The Referral Program offers Referrers the opportunity to receive certain Incentives for referring other friends to register an account on the Service, if a friend uses the Referrer’s Referral Link. This Section, in addition to the foregoing terms in the Agreement and any Additional Referral Terms, shall govern the Referral Program.

Unless otherwise stated in Additional Referral Terms, subject to Referrer’s ongoing compliance with the Agreement, each Referrer shall be entitled to receive fifty percent (50%) of Platform Fees paid by any Friend that uses such Referrer’s Referral Link to sign up for an account on the Services for six (6) months following the date of sign-up.

Unless otherwise stated in Additional Referral Terms, Incentives shall be paid to Referrer’s Wallet within (30) days of the date on which the applicable Platform Fees are paid.

Each Referrer is solely responsible for any taxes payable on Incentives received by such Referrer, and Referrer agrees to indemnify Axal against any claims arising from or related to any tax liabilities whether or not paid.

Referral Links are personal and should only be shared with people you personally know, for non-commercial and personal use only. Sharing Referral Links beyond your close network of personal connections is strictly forbidden. Referral Links must not be published or distributed, including but not limited to commercial websites (e.g., coupon platforms, Twitter, or Reddit) or blogs. You are not allowed to engage in "spamming" when sharing Referral Links. This includes bulk emailing, texting, or messaging individuals you do not know, or using automated tools or bots on any platform to disseminate your Referral Link. Additionally, you may not pay to advertise a Referral Link or provide compensation or incentives to anyone to whom you direct a Referral Link or to any third party to gain an Incentive.

When sharing a Referral Link, you are required to inform the recipient ("Friend") that you will receive an Incentive (and describe the nature of the Incentive) if they register for an account using your Referral Link. You must also obtain the Friend's explicit consent before sharing the Referral Link with them. All sharing activities must comply with applicable laws, rules, and regulations. Any statements you make about Axal or its products and services must: (a) be truthful and based on publicly available information, and (b) include a clear, conspicuous disclaimer that such statements reflect only your personal opinion and not those of Axal. You agree to indemnify and hold harmless Axal and its affiliates from any claims, damages, costs, expenses, or liabilities (including reasonable legal fees) arising from or related to your breach or alleged breach of this Section.

By allowing you to participate in the Referral Program, Axal does not authorize you to make statements on its behalf, including regarding its products, services, or the Referral Program. Any such statements are expressly disapproved by Axal.

Axal reserves the right to suspend or terminate the Referral Program or your participation in it at any time, for any reason. For example, Axal may review and investigate referral activities and suspend access to the Services, or revoke or void earned Incentives at its sole discretion if it identifies conduct it considers abusive, fraudulent, or in violation of this Agreement or additional Referral Terms. Axal also reserves the right to deactivate Referral Links or modify Incentives associated with any Referral Link or offer at any time, for any reason. Additionally, Axal may retroactively revoke or void any Incentive if, in its sole judgment, it determines that the Incentive was earned: 1) in violation of this Agreement, such as failing to meet eligibility requirements, or distributing Referral Links through unauthorized channels or in violation of any applicable law, rule, or regulation; or 2) in connection with content Axal deems offensive or inappropriate. Examples of such content include, but are not limited to, pornography, obscene or indecent language, material promoting hate or violence, or content that damages Axal’s goodwill, reputation, or brand image, or endorses discrimination in any form.

A referred individual may only use one Referral Link. If a referred individual receives multiple Referral Links, only the person associated with the Referral Link actually used during the account registration will be eligible to receive the Incentive.

11. DISPUTE RESOLUTION. You agree that any dispute, claim, or request for relief relating to your access or use of the Services, or any aspect of your relationship with Axal, will be resolved through binding arbitration rather than in court, except that: 1) you may bring claims or seek relief in small claims court if your claims qualify; and
2) you or Axal may seek equitable relief in court for issues involving infringement or misuse of intellectual property rights (such as trademarks, copyrights, patents, trade secrets, domain names, or trade dress). This Arbitration Agreement applies to all disputes, claims, and requests for relief, including those arising before the effective date of this Agreement or any prior version.

The Federal Arbitration Act governs this Arbitration Agreement's interpretation and enforcement. To initiate arbitration, you must send a written request detailing your dispute, claim, or request for relief to the address specified in Section 15.8. The arbitration will be conducted by JAMS, an established alternative dispute resolution provider. Claims or disputes involving amounts under $250,000 (excluding attorneys’ fees and interest) will follow JAMS's Streamlined Arbitration Rules, available at www.jamsadr.com/rules-streamlined-arbitration/.

If JAMS is unavailable, an alternative arbitral forum will be selected. If the arbitrator determines that you cannot afford the filing, administrative, or hearing fees charged by JAMS, and JAMS denies a fee waiver, Axal will cover these costs. Axal will also reimburse such fees for disputes totaling less than $10,000, unless deemed frivolous by the arbitrator. Arbitration may occur by phone, based on written submissions, or in person at a mutually agreed location or your county of residence. The arbitrator's decision may be enforced in any court with proper jurisdiction.
The arbitrator has exclusive authority to: 1) determine the scope and enforceability of this Arbitration Agreement; and
2) resolve any disputes regarding its interpretation, applicability, or formation, including claims that any part of it is void or unenforceable.

The arbitrator will determine the rights and liabilities of both you and Axal on an individual basis and cannot consolidate claims or join cases involving others. They can issue dispositive rulings, award monetary or non-monetary remedies, and must provide a written explanation of their decision. The arbitrator’s decision is final and binding.

YOU AND AXAL WAIVE ANY CONSTITUTIONAL OR STATUTORY RIGHT TO SUE IN COURT AND HAVE A TRIAL BY JUDGE OR JURY. Arbitration under this Agreement will replace traditional court processes. While the arbitrator can award damages and relief as a court would, the absence of a judge or jury limits court review of the arbitration outcome. All disputes, claims, or requests for relief must be arbitrated individually, not as part of a class or collective action. No group claims can be consolidated. If applicable law prohibits enforcement of this provision for a specific claim, that claim may proceed in state or federal court in Delaware, while all others remain subject to arbitration.
You may opt out of this Arbitration Agreement within 30 days of becoming subject to it by sending written notice to the address in Section 15.8. Your notice must include your name, address, account details (e.g., Wallet address or Third-Party Account username), and a clear statement of your decision to opt out. Opting out does not affect other parts of this Agreement or any other arbitration agreements you have with Axal.

If any part of this Arbitration Agreement is found invalid or unenforceable, the remaining provisions will continue in full effect, except as outlined in Section 13.5 regarding class or collective relief. This Arbitration Agreement will survive the termination of your relationship with Axal. If Axal makes material changes to this Arbitration Agreement, you may reject those changes within 30 days of their effective date by sending written notice to the address in Section 15.8.

12. ASSUMPTION OF RISK IN BLOCKCHAIN TRANSACTIONS. Transactions involving Digital Assets require confirmation on their supporting blockchain, a process entirely beyond Axal's control. Axal does not guarantee that transactions initiated or received through its Services will be validated, nor can it modify or cancel any transaction once submitted. You acknowledge full responsibility for all activity in your Wallet, including any losses, whether from authorized or unauthorized access. Axal provides no warranties regarding blockchain activity or the success of transactions and is not liable for delays, errors, or disruptions related to blockchain performance.
By using blockchain technology, you affirm that you possess the technical and professional expertise to evaluate the operation and security of your Wallet and the associated risks of blockchain-based transactions. You agree to independently assess the risks tied to specific Digital Assets, including their volatility, and to comply with applicable legal and tax obligations. Axal is not responsible for determining or reporting taxes, nor does it store, send, or receive Digital Assets. Transactions occur solely on the blockchain and are subject to its conditions, delays, or failures.

Axal does not guarantee the security or governance of any blockchain, nor can it prevent risks like hacks, counterfeit assets, or bugs in smart contracts. The Services rely on third-party Wallets (e.g., MetaMask, Ledger, Privy) and Ecosystem Partners, whose functionality Axal does not warrant. Furthermore, evolving regulations and unforeseen changes to blockchain protocols may adversely impact the utility, value, or transferability of Digital Assets. You accept these risks as inherent to blockchain technology and acknowledge that Axal is not liable for any losses or adverse outcomes.

13. TERM AND TERMINATION. This Agreement commences upon the date you accept them and will continue indefinitely. Either party may terminate this Agreement upon written notice to the other party. Upon termination, Customer and its Authorized Users shall immediately cease all use of, and delete or destroy all copies of the Software and Documentation in the possession or control of Customer or any Authorized User.

14. GENERAL PROVISIONS. This Agreement will be governed by the laws of the State of Delaware. Customer submits to the exclusive jurisdiction and venue of the federal and state courts located in Middlesex County, Massachusetts, for any disputes arising out of or related to this Agreement. Customers may not assign or transfer, by operation of law or otherwise, any of its rights under this Agreement to any third party without Axal’s prior written consent. Any attempted assignment or transfer in violation of the foregoing will be void. All waivers must be in writing. Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion. If any part of this Agreement is found void and unenforceable, it will not affect the validity of the balance of this Agreement, which shall remain valid and enforceable according to its terms.