MASTERNODE OPERATOR TERMS AND CONDITIONS

The following Terms and Conditions apply to any individual or entity that operates, either directly or indirectly a Masternode in the AXEL Network. For the purpose of these Terms and Conditions, “Masternode Operator” shall include all individuals and entities that have any role in ownership or operation of a Masternode. All such Masternode Operators, through their initial and continued operation of a Masternode in the AXEL Network accept and agree to abide by these Terms and Conditions and all modifications or updates thereto.

Before operating a Masternode, please read these Terms and Conditions carefully, along with any other policies or notices on AXEL.org. Note that a separate User Agreement applies to users of an AXEL Wallet.

If you do not agree to this Agreement and any modifications to this Agreement, you should not operate a Masternode.

Last Updated:  August 17, 2020

Masternode operation is subject to local laws and regulations

It is the responsibility of Masternode Operators to inform themselves of and to observe all applicable laws and regulations of any relevant jurisdictions. Prospective Masternode Operators should inform themselves as to the legal requirements and tax consequences within the countries of their citizenship, residence, domicile, and place of business with respect to the operation of Masternodes as well as the acquisition, holding, or transfer of AXEL Tokens. Each Masternode Operator agrees to seek the advice and counsel of its own financial, legal, and tax advisors.

Masternode Operators responsible for own tax implications

Each Masternode Operator will take sole responsibility for all tax implications related to their ownership or operation of a Masternode. Among other things, there may be tax implications for purchase, ownership, reward, use and transfer of AXEL Tokens. Each Masternode Operator assumes full responsibility for all tax consequences. Each Masternode Operator agrees to seek the advice and counsel of its own financial, legal, and tax advisors.

Masternodes must be continuously operational

To be eligible for rewards, each Masternode operator must ensure that their Masternode is continuously properly operational at all times. To remain operational, a Masternode must have the required number of tokens to be staked, and must be considered to be functioning properly.

Masternodes Operators submit to security checks

Each Masternode may be subject to security checks and must pass such checks to remain operational.

Masternodes must not be operated for any illegal or improper purpose

Masternode Operators should undertake involvement with a Masternode for the purpose of building the AXEL Network and assisting its advancement. Masternode operators must not act for any illegal or improper purpose.

AXEL Tokens are not for investment or speculation

Each Masternode owner acknowledges that AXEL Tokens are intended for usage only. They should not be acquired for investment or speculation. There is no guarantee that AXEL Tokens are, will become, or will continue to be liquid, and, even in the event that they are exchangeable, may become unexchangeable and illiquid at any time without prior notice.

AXEL Tokens have no implied value on a secondary exchange. Masternode Operators participate at their own risk, and disclaim AXEL of any claims, real or other, from any legal action taken by or upon you.

In particular, you understand and accept that AXEL Tokens do not represent or confer any ownership right or stake, share, security, or equivalent rights, or any right to receive future revenue shares, intellectual property rights or any other form of participation in or relating to AXEL other than any rights relating to the provision and receipt of services from AXEL, subject to limitations and conditions in these Terms. AXEL shall not be liable to recipient for any decrease or loss in value of AXEL Tokens or any other damages that any holder of AXEL Tokens may incur as a result of using or receiving AXEL Tokens.

AXEL Tokens and Masternodes create no rights in any AXEL company

Purchase, ownership, receipt, or possession of AXEL Tokens, and/or the operation of an AXEL Masternode carries no rights, express or implied, other than the right to use AXEL Tokens as a means to participate, interact or transact on the AXEL Network.

Masternode Operators agree to token specifications set by AXEL

Masternode Operators agree that they understand the current specifications for the AXEL Token, and further agree that while not anticipated, specifications for the AXEL Token may be set or modified at the discretion of AXEL.

Inexperienced Masternode Operators are subject to high risk

You understand, acknowledge, and agree that operating a Masternode should be undertaken only by individuals, entities, or companies that have significant experience with, and understanding of, the usage and intricacies of cryptographic tokens, blockchain based software systems, and Masternodes. Masternode Operators should have a functional understanding of storage and transmission mechanisms associated with other cryptographic tokens. AXEL will not be responsible in any way for loss of AXEL Tokens nor any other currency resulting from actions taken by, or omitted by Masternode Operators. If you do not have such experience or expertise, then you should not become a Masternode Operator. Your participation as a Masternode Operator is deemed to be your undertaking that you satisfy the requirements mentioned in this paragraph.

Warranties and limitations on liability

You accept that to the extent permitted by law and provided AXEL acts in good faith, AXEL makes no warranty whatsoever, either expressed or implied, regarding the future success of the AXEL Network, AXEL Tokens, or any AXEL application.

You agree not to hold any of AXEL and its respective past, present and future employees, officers, directors, contractors, consultants, equity holders, suppliers, vendors, service providers, parent companies, subsidiaries, affiliates, agents, representatives, predecessors, successors and assigns liable for any losses or any special, incidental, or consequential damages arising from, or in any way connected, to the sale of AXEL Tokens.

You obtain AXEL Tokens on an “as is” and “under development” basis. Therefore, provided AXEL acts in good faith, you accept that AXEL is providing AXEL Tokens without being able to provide any warranties in relation to AXEL Tokens, including, but not limited to, title, merchantability or fitness for a particular purpose.

AXEL Tokens and Masternodes have not been registered or qualified under securities laws

AXEL Tokens and Masternodes have not been registered or qualified under the securities laws of any jurisdiction anywhere in the world. To the best knowledge of AXEL, any award of AXEL Tokens to a Masternode operator constitutes a free transfer of AXEL Tokens.

Forward-looking statements do not constitute guarantees or promises of future performance

Certain statements in these Terms and elsewhere made by AXEL constitute “forward-looking information” under applicable laws. All statements that address expectations or projections about the future, including statements about product development, market position, expected expenditures and financial results, are forward-looking statements. Some of the forward-looking statements may be identified by words like “expects,” “anticipates,” “plans,” “intends,”, “believes”, “projects,” “indicates,” and similar expressions. Any statements contained in these Terms that are not statements of historical fact may be deemed to be forward-looking statements. These statements are not guarantees of future performance and involve a number of risks, uncertainties and assumptions. Accordingly, actual results or performance of AXEL, the AXEL Network, and of the AXEL Tokens may differ significantly, positively or negatively, from forward-looking statements made herein. Unanticipated events and circumstances are likely to occur.

AXEL Tokens have many risk factors

The following SUMMARY Risk Factors provide merely a high-level summary of some of the key risk factors associated with operating a Masternode and of holding AXEL Tokens. This list is non-exhaustive and does not purport to be a complete summary of any and all applicable risks with operating a Masternode or receiving any AXEL Tokens or the use or enjoyment of such tokens.

1. AXEL is a “start-up” company. Financial and operating risks confronting startups are significant: AXEL is not immune to these. The startup market in which AXEL competes is highly competitive and the percentage of companies that survive and prosper is small. Startups often experience unexpected problems in the areas of product development, marketing, financing, and general management, among others, which frequently cannot be solved. In addition, startups may require substantial amounts of financing, which may not be available through institutional private placements, the public markets or otherwise.
2. AXEL may be forced to cease operations. It is possible that, due to any number of reasons, including, but not limited to, an unfavorable fluctuation in the value of cryptographic and fiat currencies, the inability by AXEL to establish the AXEL Network’s or the Tokens’ utility, the failure of commercial relationships, or intellectual property ownership challenges, AXEL may no longer be viable to operate, and AXEL may dissolve.
3. The AXEL Network may not be widely adopted and may have limited users. It is possible that the AXEL Network will not be used by a large number of individuals, companies and other entities or that there will be limited public interest in the creation and development of distributed ecosystems (such as the AXEL Network) more generally or distributed applications to be used on the AXEL Network. Such a lack of use or interest could negatively impact the development of the AXEL Network and therefore the potential utility and value of Tokens.
4. AXEL may not be able to build strong brand loyalty in the social media landscape. AXEL believes that brand name recognition is of great importance to the sustainability of AXEL and/or the AXEL Network. There is no assurance that AXEL will be able to gain acceptance in the social media, social media marketing, social media software industry. A failure by AXEL to develop its brand name would have a material adverse effect on the business, results of operations and value of the AXEL Tokens.
5. The regulatory regime governing the blockchain technologies, cryptocurrencies, tokens and token offerings such as the AXEL Network and AXEL Tokens is uncertain, and new regulations or policies may materially adversely affect the development of the AXEL Platform and the utility of the Tokens. Regulations affecting tokens (including the AXEL Token) token offerings such as this, cryptocurrencies, blockchain technologies, and cryptocurrency exchanges currently are undeveloped and likely to rapidly evolve. Regulations vary significantly among international, federal, state and local jurisdictions and are subject to significant uncertainty. Various legislative and executive bodies in the United States and in other countries may in the future, adopt laws, regulations, guidance, or other actions, which may severely impact the development and growth of the AXEL Network and the adoption and utility of the Tokens.
6. Using Masternodes to power the AXEL Network presents an increased risk as it depends on many third parties continuing to operate Masternodes. The AXEL Network would fail to be reliable or even operable without a certain number of operating Masternodes.

These Terms are not an offer to sell or a solicitation of an offer to buy

These Terms do not constitute an offer to sell, or a solicitation of an offer to buy, an AXEL Token in any jurisdiction in which it is unlawful to make such an offer or solicitation. Neither the U.S. Securities and Exchange Commission nor any other federal, state or foreign regulatory authority has approved AXEL Tokens or the AXEL Network.

Masternode Operators must be at least 18 years old

No person shall be responsible for the direct or indirect operation of a Masternode who has not reached 18 years of age.

You are responsible for reviewing changes to these Terms

These Terms applies to all Masternode operators and any recipients of AXEL Tokens from participating in the AXEL network. These Terms may be amended from time to time without specifically notifying you. Any updated Terms will be made publicly available (such as on the website axel.org), but it is up to you to review them before operating or continuing to operate a Masternode. If you continue to operate a Masternode or to hold Tokens after any of these changes, your continued use or possession will mean that you have accepted any changes to the Terms.

You agree that Nevada law applies to these Terms

If there is any dispute arising out of your operation of a Masternode or any matter related to AXEL Tokens, you expressly agree that any such dispute shall be governed by the laws of the State of Nevada, without regard to its conflict of law provisions, and you expressly agree and consent (and waive any associated challenges to personal jurisdiction) to the exclusive jurisdiction and venue of the state and federal courts of the State of Nevada, in Clark County, for the resolution of any such dispute.

Any cause of action by you must be brought within one (1) year

You and AXEL agree that any cause of action arising out of or related to these Terms or Masternodes must commence within one (1) year after the cause of action arose; otherwise, such cause of action is permanently barred.