CONDITIONS & TERMS OF USE

Date of Inception: January 5, 2021

These Terms and Conditions ("Terms and Conditions") set forth the general terms and conditions of your use of the AXAD, LLC www.AXAD.com website ("Website") and any of its related products and services (collectively, "Services") and use of any of AXAD, LLC or third-party’s trademarks, images, text, or other data displayed through the Services (collectively, "Content"). This Agreement is legally binding between you ("User," "you" or "your") and AXAD, LLC, a New York Limited Liability Company ("AXAD," "we," "us" or "our"). By accessing and using the services, you acknowledge that you have read, understood, and agree to be bound by the terms of this agreement. If you are entering into this Agreement on behalf of a business or other legal entity, you represent that you have the authority to bind such an entity to this Agreement, in which case the terms "User", "you" or "your" shall refer to such entity. If you do not have such authority, or if you do not agree with the terms of this agreement, you must not accept this agreement and may not access and use the services. You acknowledge that this agreement is a contract between you and AXAD, even though it is electronic and not physically signed by you, and it governs your use of the services. This Agreement is intended to supplement any additional terms of sale or conditions that are imposed by AXAD for use of our services that you explicitly or implicitly agree to when transacting with our company.

Membership and Accounts

You must be at least 18 years of age to use the services. By using the services and by agreeing to this agreement, you warrant and represent that you are at least 18 years of age. In our sole and absolute discretion, we may set up a system for you to create an account on the Services.If you create an account on the services, you are responsible for maintaining the security of your account and you are fully responsible for all activities that occur under the account and any other actions taken in connection with it. We may, but have no obligation to, monitor and review new accounts before you may sign in and start using the services. Providing false contact information of any kind may result in the termination of your account. You must immediately notify us of any unauthorised use of your account or any other breaches of security. We will not be liable for any acts or omissions by you, including any damage of any kind incurred as a result of such acts or omissions. If we determine that you have violated any provision of this Agreement or that your conduct or content would tend to harm our reputation and goodwill, we may suspend, disable, or delete your account (or any part of it).If we delete your account for the foregoing reasons, you may not re-register for our services. We may block your email address and Internet protocol address to prevent further registration.

No Ownership of Services Or Content

By using AXAD’s services and content, you are granted a limited, nonexclusive, non-sublicensable, non transferable, revocable, and limited licence to access and use the services and content in accordance with this Agreement. AXAD may terminate this licence at any time for any reason. Except as expressly stated in this Agreement, no other licence rights, title, or ownership are granted.

Information Reliability

Occasionally, there may be information on the services that contains typographical errors, inaccuracies, or omissions that may relate to product descriptions, pricing, promotions, and offers. We reserve the right to correct any errors, inaccuracies, or omissions and to change or update information or cancel orders if any information on the services or services is inaccurate at any time without prior notice (including after you have submitted your order). We undertake no obligation to update, amend, or clarify information on the services, including, without limitation, pricing information, except as required by law. No specified update or refresh date applied to the services should be taken to indicate that all information on the services or services has been modified or updated.

Use of the website

In addition to other terms as set forth in the Agreement, you are prohibited from using the Services or Content: (a) for any unlawful purpose; (b) to solicit others to perform or participate in any unlawful acts; (c) to violate any international, federal, provincial or state regulations, rules, laws, or local ordinances; (d) to infringe upon or violate our intellectual property rights or the intellectual property rights of others; (e) to harass, abuse, insult, harm, defame, slander, disparage, intimidate, or discriminate based on gender, sexual orientation, religion, ethnicity, race, age, national origin, or disability; (f) to submit false or misleading information; (g) to upload or transmit viruses or any other type of malicious code that will or may be used in any way that will affect the functionality or operation of the Services, third party products and services, or the Internet; (h) to spam, phish, pharm, pretext, spider, crawl, or scrape; (i) for any obscene or immoral purpose; or (j) to interfere with or circumvent the security features of the Services, third party products and services, or the Internet. We reserve the right to terminate your use of the Services and to restrict your access to Content for violating any of the prohibited uses. You hereby agree not to use the Content except for your own personal use and enjoyment of the Services offered by AXAD.

INTELLECTUAL PROPERTY RIGHTS

"Intellectual Property Rights'' means all present and future rights conferred by statute, common law, or equity in or in relation to any copyright and related rights, trademarks, designs, patents, inventions, goodwill, and the right to sue for passing off, rights to inventions, rights to use, and all other intellectual property rights, in each case whether registered or unregistered, including all applications and rights to apply for and be granted, rights to claim priority from, such rights and all similar or equivalent rights or forms of protection, and any other results of intellectual activity which subsist or will subsist now or in the future in any part of the world. This Agreement does not transfer any intellectual property owned by AXAD or third parties to you, and all rights, titles, and interests in and to such property will remain solely with AXAD (as between the parties).All trademarks, service marks, graphics and logos used in connection with the services are trademarks or registered trademarks of AXAD or its licensors. Other trademarks, service marks, graphics, and logos used in connection with the services may be the trademarks of other third parties. Your use of the services grants you no right or licence to reproduce or otherwise use any of AXAD's or third party trademarks. Trademarks or other intellectual property of other companies that may be displayed on AXAD’s Website or through the Services are owned by the respective company that owns the rights to such trademarks or intellectual property.

User Information

In these terms and conditions, your "User Information" means any and all material that we collect from you through, or in relation to, your use of, this Website, for whatever purpose. You own your User Information, and you hereby grant and agree to grant AXAD an unrestricted, worldwide, irrevocable, non-exclusive, perpetual, fully-paid, royalty-free, transferable licence to access, view, display, reproduce, adapt, publish, translate, store, host, cache, maintain, modify, distribute, and otherwise use and exploit your User Information in any manner we see fit in our sole and absolute discretion, without notice.Furthermore, you also grant AXAD the absolute right to sub-license these rights through multiple tiers and the right to bring an action for infringement of these rights in our sole and absolute discretion. You agree that you are solely and absolutely responsible for the content of all the information that you provide to us and that such information is true, accurate, correct, complete, and does not infringe on any other person’s legal rights, and that you will maintain and update such information regularly.

Third-Party Links

Although the services may link to other resources (such as websites, mobile applications, etc.), we are not, directly or indirectly, implying any approval, association, sponsorship, endorsement, or affiliation with any linked resource, unless specifically stated herein. We are not responsible for examining or evaluating, and we do not warrant the offerings of any businesses or individuals or the content of their resources. We do not assume any responsibility or liability for the actions, products, services, or content of any other third parties. You should carefully read the legal statements and other terms and conditions of any resource that you access via a link on the Services.to any other off-site resources is at your own risk. If the services contain links to other sites and resources provided by third parties, these links are provided for your convenience only. This includes links contained in advertisements, including banner advertisements and sponsored links. We may have these links on our service at our sole and absolute discretion. We have no control over the contents of those sites or resources, and we accept no responsibility for them or for any loss or damage that may arise from your use of them. If you decide to access any of the third-party websites linked to this website, you do so entirely at your own risk and subject to the terms and conditions of use for such websites. If you decide to enable, access or use third-party services, be advised that your access and use of such other services is governed solely by the terms and conditions of such other services, and we do not endorse, are not responsible or liable for, and make no representations as to any aspect of such other services, including, without limitation, their content or the manner in which they handle data (including your data) or any interaction between you and the provider of such other services. With respect to such other third-party provided services, you irrevocably waive any claim against AXAD. AXAD is not liable for any damage or loss caused or alleged to be caused by or in connection with your enabling, accessing, or using any such other services, or your reliance on such other services' privacy practices, data security processes, or other policies.You may be required to register for or log in to such other services on their respective platforms. By enabling any other services, you are expressly permitting AXAD to disclose your data as necessary to facilitate the use or enablement of such other services.

PRIVACY

You can learn how we handle your information when you use this website by reading our Privacy Policy, which explains how we collect, use, and disclose information that pertains to you. We encourage you to become familiar with the Privacy Policy because when you access or use this Website, you signify your agreement to the Privacy Policy and consent to the collection, use, disclosure, and other handling of information consistent with the Privacy Policy.

FORWARD-LOOKING STATEMENTS

This website may contain express or implied forward-looking statements about AXAD’s financial and operating performance, business plans and prospects, and product candidates currently in development that involve substantial risks and uncertainties, which are based on current expectations of management. These statements are in no way guarantees of future performance and involve certain assumptions that are difficult to predict with regard to timing, extent, likelihood, and degree of occurrence. Therefore, actual results may differ materially from the expectations and projections set forth in those statements. Such risks and uncertainties include, among other things, management’s plans, objectives, and strategies; competitive developments; the uncertainties inherent in pharmaceutical research and development; AXAD’s ability to successfully complete pre-clinical or clinical development of its product candidates; decisions by regulatory authorities regarding whether and when to approve AXAD’s product candidates; challenges to the validity and enforcement of AXAD’s patents; AXAD’s ability to successfully commercialise its product candidates, if approved; governmental laws and regulations affecting healthcare, including, without limitation, regarding pharmaceutical product access, pricing, and reimbursement; and general economic conditions. AXAD assumes absolutely no obligation to update, amend, or clarify any forward-looking statements appearing on this website as a result of new information, future events, or otherwise, and such statements are current only as of the date they are made.

NO WARRANTIES

You expressly understand and agree that to the maximum extent permitted by law, this website and all other information on or accessed from this website are provided "as is'' with all faults and without warranty of any kind, express or implied, including without limitation, the IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. AXAD, ITS AFFILIATES, THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS, OR LICENSORS, SPECIFICALLY, BUT WITHOUT LIMITATION, DO NOT WARRANT THAT: (i) THE INFORMATION AVAILABLE THROUGH THIS WEBSITE IS UP-TO-DATE OR FREE OF ERRORS; (ii) THE CONTENT, FUNCTIONS, OR SERVICES, including but not limited to the risk of any unauthorised disclosure or INTENTIONAL INTRUSION, or of any delay, failure, interruption, or corruption of data or other information transmitted in connection with the use of this website. Axad and its affiliates and licensors cannot and do not guarantee that any personal information supplied by you will not be MISAPPROPRIATED, INTERCEPTED, DELETED, DESTROYED OR USED BY OTHERS. If your use of the website or its contents results in the need for servicing or replacing equipment or data, neither AXAD nor its affiliates, nor their respective officers, directors, employees, agents, suppliers, or licensors, shall be responsible for those costs. Any reliance you place on such information on our website is entirely at your own risk.

DISCLAIMER

In no event shall AXAD or any of its affiliates be liable to you, any other user of this website, third-party providers, or any other person or entity for any special, incidental, punitive, consequential, exemplary, or other indirect damages (INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA, LOSS OF USE, OR COSTS OF OBTAINING SUBSTITUTE GOODS OR SERVICES), whether foreseeable OR, you agree that your sole and exclusive remedy is to cease using this website. AXAD AND ITS AFFILIATES, AS WELL AS THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS, AND LICENSORS, DISCLAIM ALL WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF TITLE, MERCHANTABILITY, NON-INFRINGEMENT OF THIRD PARTY RIGHTS, AND FITNESS FOR PARTI, exclusions, and disclaimers set forth in this section will not apply only if and to the extent that the law or a court of competent jurisdiction requires liability under applicable law beyond and despite these limitations, exclusions, and disclaimers.

INDEMNITY

You agree to defend, indemnify, and hold harmless AXAD, its licensors, its officers, directors, employees, agents, members, attorneys, representatives, trustees, and affiliates from and against any and all losses, expenses, damages, claims, causes of action, injuries (including death), demands, and costs (including, but not limited to, reasonable attorneys’ fees, accounting fees, and costs) resulting from any violation or breach by you of these Terms and Conditions, your violation of any rights of another, or your access to, use, or misuse of our Website and its contents. We will provide notice to you of any such claim, demand, suit, or proceeding. We reserve the right to assume the exclusive defence and control of any matter which is subject to indemnification under this section. In such a case, you agree to cooperate with any reasonable requests to assist in our defence of such a matter. You may not settle or compromise any claim against AXAD, its licensors, its officers, directors, employees, agents, members, attorneys, representatives, trustees, and affiliates without our prior written consent.

Limitations

ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE SERVICES MUST BE COMMENCED WITHIN ONE (1) YEAR OF THE CAUSE OF ACTION OCCURRING; OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.

Termination

These terms and conditions are effective unless and until terminated by either you or AXAD. You may terminate these terms and conditions at any time, provided that you discontinue any further use of this website. We may also terminate these terms and conditions, in our sole and absolute discretion, at any time and may do so immediately and without notice, and accordingly deny you access to this website. The termination shall have no effect on your or AXAD's respective rights and obligations arising prior to the date of termination.In addition, we reserve the right, in our sole and absolute discretion, to restrict, suspend, or terminate your access to all or any part of the Website or its contents at any time and for any reason without prior notice or liability.

Exclusions

Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for incidental or consequential damages. Accordingly, some of the above limitations may not apply to you. In such states, AXAD and its affiliates' liability, as well as the liability of their respective officers, directors, employees, agents, suppliers, or licensors, is limited to the greatest extent permitted by law.

Jurisdiction and Governing Law

All matters relating to the Services and this Agreement, as well as any dispute or claim arising from or related to them (including non-contractual disputes or claims), shall be governed and construed in accordance with the internal laws of the State of New York, without regard to any choice or conflict of law provision or rule (whether of the State of New York or any other jurisdiction). Any legal suit, action, or proceeding arising out of or related to this Agreement or the Services must be brought solely in the federal courts of the United States or the courts of the State of New York.You waive any and all objections to such courts' exercising jurisdiction over you and to venue in such courts.You hereby waive any right to a jury trial in any proceeding arising out of or related to this agreement.

AGREEING TO THESE TERMS

You acknowledge that you have read this agreement and agree to all of its terms and conditions. By accessing and using the services, you agree to be bound by this agreement. If you do not agree to abide by the terms of this agreement, you are not authorised to access or use the services. By ordering from this website, you are agreeing to all the terms and conditions listed on this page.

COOPERATION WITH LAW ENFORCEMENT; INVESTIGATIONS

We reserve the absolute right to investigate and prosecute any suspected breaches of these terms and conditions. We may disclose any information as necessary or required by us to satisfy any law, regulation, legal process, or governmental request.

ASSIGNMENT

You may not assign or transfer any of your rights or obligations under this Agreement, in whole or in part, to any third party without our prior written consent, which consent shall be at our sole discretion and without obligation; any such assignment or transfer shall be null and void.We are free to assign any of our rights or obligations hereunder, in whole or in part, to any third party as part of the sale of all or substantially all of our assets or stock or as part of a merger. Each and all of the covenants, terms, provisions, and agreements contained herein shall be binding upon and inure to the benefit of the employee’s heirs, legal representatives, successors, and permitted assigns.

No Partnership

These terms and conditions are not intended to create an association, joint venture, agency relationship, or partnership between the parties, or to impose any partnership obligation or liability on either party.Neither party shall have any right, power, or authority to enter into any agreement or undertaking on behalf of, or act as, or be an agent or representative of, the other party, or to otherwise bind it.

ENTIRE AGREEMENT

These terms and conditions, together with the Privacy Policy, constitute the entire agreement and understanding among the parties hereto with respect to the subject matter hereof and supersede all prior and contemporaneous agreements, understandings, inducements, and conditions, express or implied, oral or written, of any nature whatsoever with respect to the subject matter hereof. The express terms hereof control and supersede any course of performance and/or trade usage inconsistent with any of the terms hereof and cannot be amended except in writing signed by both parties or by our posting an amended version of these terms and conditions on this website.

HEADINGS

The headings herein are for convenience only and do not constitute a part of these terms and conditions and shall not be deemed to limit or affect any of the provisions hereof.

SEVERABILITY

In the event that any provision in these terms and conditions shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby, and such provision shall be ineffective only to the extent of such invalidity, illegality or unenforceability.

MISCELLANEOUS

Any information submitted or provided by you to the website could possibly be publicly accessible. Important and private information should be protected by you. Anything you share is at your own risk. We are not liable for protecting the privacy of electronic mail or other information transferred through the Internet or any other network that you may use.

CHANGES TO THE TERMS AND CONDITIONS

AXAD reserves the absolute right to change these terms and conditions from time to time for any reason, in our sole discretion and without prior notice. All changes are effective immediately when we post them to this Website. Your continued use of this Website following the posting of revised Terms and Conditions means that you accept and agree to the changes. Provided that any such changes shall only apply to your use of this Website after the date of such change, unless you expressly accept retroactive application of such changes, via a click-through, signed agreement, or otherwise. You understand and agree that we may change these terms and conditions at any time without prior notice. You should periodically visit this page to review the current terms and conditions so you are aware of any revisions. You may read a current, effective copy of the terms and conditions at any time by selecting the "Terms and Conditions" link on the Website. If any change to this Agreement is unacceptable to you, your only option is to stop accessing, browsing, or otherwise using the Website.

For additional information

If you have any questions about these terms and conditions, please contact us at [email protected].

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