Terms and conditions

1. Acceptance of terms#

By registering and using the platform, you agree to be bound by this agreement. If you do not agree to the terms of this agreement, you must not use the platform and stop using the service immediately. We may modify this agreement from time to time, and such modification will be effective when posted on the platform or website. You agree to be bound by any modification of these terms when you use our platform after such modification is posted; therefore, it is important that you review this agreement regularly.

You represent and warrant that your use of the platform does not violate any applicable law or regulation. Adxens Group may, in its sole discretion, refuse to offer the services to any user and change its eligibility criteria at any time. This provision is void where prohibited by law and the right to access the service and the platform is revoked in such jurisdictions.

The platform may only be used in compliance with these terms and all applicable local, state, national and international laws, rules and regulations.

By registering and using the platform, you represent and warrant that you have the full right, power and authority to enter into this agreement and to fully perform all of your obligations hereunder. You further represent and warrant that you are under no legal disability or contractual restriction that prevents you from entering into this agreement.

2. Account#

If you register on the platform, you will be asked to choose a password and may be asked for additional information such as your name, email address, company name, registered address, and other relevant business information. You are responsible for maintaining the confidentiality of your password and account information, and are fully responsible for all activities that occur under your password or account.

You agree to (a) immediately notify Adxens Group of any unauthorized use of your account or any other breach of security, and (b) ensure that you log out of your account at the end of each session. You may never use another user’s account without Adxens Group’s prior authorization. Adxens Group will not be liable for any loss or damage arising from your failure to comply with this agreement.

By providing Adxens Group with your email address and phone number, you agree that we may use your email address to send you notifications and important communications about our services. If you do not wish to receive these communications, you may opt out by using the “unsubscribe” option in emails or by contacting us.

Users may cancel their accounts at any time and for any reason by following the instructions on the platform or by sending us a request through our contact information. Such cancellation will only result in the deletion of the account and the removal of personal data in accordance with our Privacy Policy and applicable data protection laws.

Adxens Group reserves the right to immediately terminate your account or your access to the platform and to terminate this agreement unilaterally, with or without notice, and without liability to you, if Adxens Group believes that you have breached any of these terms, provided false or misleading information, or interfered with any other party’s use of the platform or the service.

3. Client Verification and Compliance#

3.1 Know Your Business (KYB) and Identity Verification

Adxens Group reserves the right to request, at any time and at its sole discretion, verification documentation from any user, including but not limited to: company registration certificates, proof of registered address, identification documents of directors or beneficial owners, proof of source of funds, and any other documentation Adxens Group deems necessary for the purposes of verifying a user’s identity, business legitimacy, or compliance status.

Failure to provide requested documentation within a reasonable timeframe may result in the suspension or termination of the user’s account and the withholding of any funds until satisfactory verification is completed.

3.2 Sanctions and Regulatory Compliance

Adxens Group is committed to compliance with all applicable sanctions laws and regulations, including but not limited to those administered by the Office of Financial Sanctions Implementation (OFSI) in the United Kingdom, the Office of Foreign Assets Control (OFAC) in the United States, the European Union, the United Nations, and any other relevant jurisdictional authority.

You represent and warrant that you are not, and that no person or entity with a beneficial interest in your account is: (a) listed on any applicable sanctions list; (b) located in, incorporated in, or operating from a country or territory that is the subject of comprehensive sanctions; (c) owned or controlled by, or acting on behalf of, any person or entity described in (a) or (b); or (d) otherwise the target of any applicable sanctions.

Adxens Group reserves the right to screen all users, transactions, and associated wallet addresses against applicable sanctions lists and to refuse, block, freeze, or return any funds where Adxens Group identifies a potential sanctions risk or regulatory concern.

3.3 Transaction Screening

Adxens Group may, at its sole discretion, implement transaction monitoring and screening tools, including blockchain analytics and Know Your Transaction (KYT) solutions, to assess the risk profile of incoming and outgoing transactions. Adxens Group reserves the right to reject, delay, or return any transaction that it considers, in its sole discretion, to present an unacceptable risk, including but not limited to transactions involving funds with exposure to sanctioned entities, illicit activity, or high-risk sources.

3.4 Cooperation with Authorities

Adxens Group may disclose user information, transaction records, and account details to law enforcement agencies, regulatory authorities, or other governmental bodies where required by law, regulation, or legal process, or where Adxens Group considers such disclosure necessary to comply with its legal obligations, protect its rights, or prevent financial crime.

3.5 User Obligations

You agree that you will not use the platform or any services provided by Adxens Group for the purpose of money laundering, terrorist financing, sanctions evasion, fraud, or any other unlawful activity. You agree to cooperate fully with any verification or compliance requests made by Adxens Group. Any breach of this section shall constitute a material breach of these Terms and may result in immediate termination of your account, forfeiture of funds, and referral to the appropriate authorities.

By registering for and using the platform, you affirmatively represent and warrant that: (a) all funds used to top up advertising accounts or deposited into your Adxens Wallet are derived from lawful sources; (b) you are the beneficial owner of the funds or are duly authorised to use them on behalf of the beneficial owner; (c) you are not acting on behalf of any undisclosed third party in your use of the platform; (d) you will promptly notify Adxens Group if any of the representations in this section or in Section 3.2 cease to be accurate; and (e) you understand that Adxens Group relies on these representations in providing services to you and that any misrepresentation constitutes a material breach entitling Adxens Group to terminate your account, withhold funds, pending investigation and report the matter to the appropriate authorities.

4. Advertising Accounts#

Access and Usage

Users will be able to use the advertising accounts provided by Adxens Group to publish advertising campaigns and top up those advertising accounts according to each user’s budget. Advertising accounts will be available for different platforms such as Meta, TikTok, Snapchat, Google, and others as may be offered from time to time. Through their user accounts and our platform, users will be able to manage their advertising account top-ups, balances, invoices, and related services.

Account Identification and Data Source

All advertising accounts provided by Adxens Group are identified and tracked by two primary data points: (1) the Account Name assigned within the platform, and (2) the Unique Ad Account ID generated by the host network (e.g., Meta, TikTok, Google, Snapchat).

“Advertising Spend” is defined strictly as the monetary value of media inventory consumed by the Ad Account, as reported by the respective third-party advertising network. The user acknowledges that the third-party network’s reporting serves as the sole and final source of truth for calculating Advertising Spend. In the event of a discrepancy between the user’s internal tracking and the ad network’s official reporting, the ad network’s data shall prevail.

User Responsibilities

The user agrees to assume all responsibility for the advertising accounts and to respect the advertising policies established by the platform used to advertise. It is the sole and exclusive responsibility of the user that their advertising campaigns comply with all advertising policies of the relevant platform.

The user is solely and exclusively responsible for maintaining the balance of the advertising account and shall ensure that the account is topped up on time. Adxens Group is not responsible for paused ad campaigns or loss of performance as a result of insufficient account balance. Under no circumstances may the user resell or redistribute advertising accounts without Adxens Group’s explicit written permission.

The user represents and warrants that the URLs, landing pages, and advertising content submitted to Adxens Group accurately reflect the content that will be displayed to end users. Any attempt to misrepresent, cloak, or substitute approved content with non-compliant content constitutes a material breach of these Terms and may result in immediate account termination and forfeiture of any remaining balance.

Commissions and Fees

Commission fees for advertising account top-ups are determined on a per subscribed plan basis and communicated to the client prior to plan subscription. Default commission rates may apply and are subject to adjustment depending on the platform, account type, volume, and any specific arrangements agreed between Adxens Group and the client. Adxens Group reserves the right to modify commission fees at any time, with the assurance that any changes will be communicated to the client in advance and will not apply retrospectively to top-ups processed prior to the change. The applicable commission rate for each account will be visible to the client through the Adxens platform.

Wallet Balances

Funds deposited into your Adxens Wallet or allocated to an advertising account are available for media buying immediately. Requests to withdraw unspent funds must be processed in accordance with the Refund Policy outlined in Section 12. Adxens Group reserves the right not to offer any type of credit to the user.

It is the user’s sole responsibility to monitor and verify the accuracy of their Adxens Wallet balance, advertising account balances, and all transaction records displayed on the platform. The user must review their balance promptly after each deposit, top-up, or transaction to ensure it has been correctly credited. If the user identifies any discrepancy between the amount deposited and the balance reflected on the platform, the user must notify Adxens Group immediately by contacting their assigned account manager or customer-service@adxens.com.

Adxens Group shall not be liable for any loss, damage, or claim arising from a discrepancy between the amount deposited by the user and the balance credited on the platform, where the user has failed to notify Adxens Group of the discrepancy within 14 days of the relevant transaction. The user acknowledges that the platform relies on third-party payment processors, blockchain networks, and webhook integrations that may, in certain circumstances, experience delays, processing errors, or temporary failures that affect the timing or accuracy of balance updates. While Adxens Group endeavours to ensure that all deposits are accurately reflected in a timely manner, it does not warrant that the platform will be free from technical errors or processing delays.

Any discrepancy reported within the 14-day notification period will be investigated by Adxens Group and, where a crediting error is confirmed, corrected within a reasonable timeframe. Adxens Group reserves the right to request transaction receipts, blockchain transaction hashes, or other evidence of payment to verify any reported discrepancy.

5. Subscriptions, Fees and Commissions#

Access and plan types

Access to the Platform and its services requires an active subscription plan. “Ad Account Top-Up” means any deposit of funds into an advertising account made through the Platform. “Commission” means the percentage fee applicable to the user’s plan, calculated on the amount of each Ad Account Top-Up.

Each plan falls into one of the following categories, as displayed on the Adxens platform at the time of selection:

• (a) Fixed-fee plans: the user pays a recurring subscription fee and no commission on Ad Account Top-Ups.
• (b) Commission-only plans: the user pays no subscription fee but pays a commission on each Ad Account Top-Up.
• (c) Hybrid plans: the user pays both a recurring subscription fee and a reduced commission on each Ad Account Top-Up.

Plan details

The applicable subscription fee, Commission rate, and features of each plan are displayed on the Adxens platform. By selecting a plan, the user agrees to pay the subscription fee (if any) and the Commissions (if any) that apply to that plan at the time of selection. For fixed-fee plans, no Commission is charged regardless of monthly top-up volume.

Commissions fees

Commissions are charged at the time of each Ad Account Top-Up and are added to the top-up amount. The Commission fees is refundable through a refund request performed by the user on an ad account and the amount of fees refunded depends on the amount of balance withdrawn from the ad account. The rate of the refundable commissions is determined by the sole discretion of Adxens Group.

Changes to plans and pricing

Adxens Group may introduce, modify, or discontinue subscription plans, prices, or Commission rates at any time. Changes will be communicated to affected users at least 24 hours or a reasonable period before taking effect, and in any case before the user’s next billing cycle. Continued use of the Platform after the changes take effect constitutes acceptance. If the user does not agree, they may cancel before the changes apply.

Automatic renewal

Fixed-fee and hybrid plans renew automatically every month. By subscribing, the user authorizes Adxens Group to charge the payment method on file on each billing date. The subscription remains active until cancelled by the user or terminated by Adxens Group.

Cancellation

The user may cancel their subscription at any time from their account settings. To avoid being charged for the next billing period, cancellation must be made at least 24 hours before the renewal date. Upon cancellation, the client retains access to the plan benefits until the end of the current billing cycle. The user is responsible for managing their subscription and knowing their billing date.

No refunds

Subscription fees are non-refundable, including for partial months or unused time, except where required by applicable law.

Failed payments

If a subscription payment fails, Adxens Group may retry the payment and will notify the user. If payment is not resolved within 7 days, Adxens Group may limit or suspend access to the user’s advertising accounts until payment is made. Funds already deposited in ad accounts remain subject to the platform’s terms on withdrawals and balances.

6. Payments#

Fiat Payments

Subscriptions and top-ups for advertising accounts may be paid through Stripe or other payment processors as made available by Adxens Group. A processing fee may be applied to card payments, the details of which will be communicated prior to transaction completion. Clients are responsible for any transaction fees incurred.

Cryptocurrency Payments

Adxens Group may accept cryptocurrency payments, including but not limited to USDT and USDC on supported blockchain networks, as a method of funding advertising account balances. Cryptocurrency payments are subject to the following additional terms:

• Adxens Group reserves the right to screen all incoming cryptocurrency transactions using blockchain analytics tools and to reject, delay, or return any transaction that presents an unacceptable risk profile.
• Cryptocurrency deposited to Adxens Group’s designated wallet addresses is considered received only upon confirmation on the relevant blockchain network and satisfactory completion of any applicable compliance screening.
• Adxens Group accepts no liability for funds frozen, seized, or rendered inaccessible by any stablecoin issuer (including but not limited to Binance, Tether or Circle), blockchain network, law enforcement agency, regulatory authority, or any other third party, regardless of the reason for such action.
• The user acknowledges that stablecoin issuers retain the ability to freeze or blacklist wallet addresses at the smart contract level, and that such actions are outside Adxens Group’s control.
• In the event that Adxens Group’s wallet is frozen, blacklisted, or otherwise restricted due to the actions of a stablecoin issuer or law enforcement, Adxens Group shall not be liable for any resulting delay, loss, or inability to access funds, including funds deposited by users unrelated to the cause of such restriction.
• Where cryptocurrency funds are returned or refunded, Adxens Group may return such funds in the original cryptocurrency, in an alternative cryptocurrency, or in fiat currency at Adxens Group’s sole discretion, using the exchange rate prevailing at the time of return.

The user acknowledges and accepts that cryptocurrency funds deposited by multiple clients may be held in shared wallet infrastructure. As a result, the actions of third parties — including but not limited to other clients, stablecoin issuers, law enforcement agencies, or regulatory authorities — may affect the availability, accessibility, or liquidity of funds held in shared wallets, including funds belonging to users unrelated to the cause of any restriction. Adxens Group shall not be liable for any delay, loss, or inability to access funds arising from the actions of third parties affecting shared wallet infrastructure, and the user waives any claim against Adxens Group in respect of such events.

Adxens Group reserves the right to discontinue acceptance of cryptocurrency payments at any time without prior notice.

Payment Disputes

In the event of a payment dispute, Adxens Group reserves the right to freeze the client’s advertising account balance and may terminate cooperation immediately. Clients intending to dispute a charge must contact customer-service@adxens.com and can expect a response within 10 business days. Clients must not file a bank dispute or chargeback to retrieve unspent funds, as the service (credit delivery) has already been rendered. Filing a chargeback or bank dispute without first engaging Adxens Group’s dispute resolution process constitutes a material breach of these Terms and may result in immediate account termination and forfeiture of any remaining balance.

7. Tax Cashback and Recovery#

Scope

This Section applies exclusively to advertising accounts created on Google Ads through the Platform (“Google Ad Accounts”). It does not presently apply to Meta or TikTok advertising accounts.

Digital Services Taxes

Digital Services Taxes based on the countries targeted by Ad campaigns through Google accounts during a billing period may be requested by Google. These taxes are invoiced by Google after the end of each monthly billing period and vary by country, with rates that may reach up to 7% of ad spend or more, and may change at any time without notice from the Platform.

Because Digital Services Taxes are only known after the end of the billing period, the Platform applies a Provisional Taxes of 3.5% on each top-up of a Google Ad Account (the “Provisional Taxes”). The Provisional Taxes is an advance estimate collected on the client’s behalf to cover Digital Services Taxes on spends made through Google accounts. It is not a service fee or a revenue of the Platform.

Period-End Reconciliation

After receiving Google’s invoice for each billing period, the Platform will compare the total Provisional Taxes collected for each Google Ad Account with the digital service taxes actually invoiced for that account (the “Reconciliation”).

If the Provisional Taxes collected exceeds the Digital Services Taxes actually invoiced for a Google Ad Account, the Platform will credit the difference to the client’s Wallet as a Tax cashback (“Tax Cashback”). The Tax Cashback is a refund of an overpayment and has no value other than as a Wallet balance adjustment.

If the Provisional Taxes collected is lower than the Digital Services Taxes actually invoiced, the Platform may debit the difference (the “Taxes Owed”) from the balance otl. The client expressly authorize the Platform to make this debit automatically, without further approval for each occurrence. The Taxes Owed will never exceed the amount actually invoiced by Google for the relevant account and period.

For each Reconciliation, the Platform will make available in the client dashboard, or notify by email, a statement showing the digital service taxes invoiced and the resulting Tax Cashback or Additional taxes.

If a client believes a Reconciliation is incorrect, you may contact support within [30] days of the statement. The Platform will provide a copy of the relevant Google invoice extract on request.

Insufficient Balance

If the Adxens Wallet of the client is insufficient to cover an Taxes Owed related to digital service taxes, the client agrees to regulate the pending and unpaid invoiced taxes, 7 days after notification.

The Platform may suspend the clients ability to top up or launch campaigns on Google Ad Accounts until the amount is settled, and may request payment by any other means available on the Platform. These remedies are without prejudice to any other rights of the Platform.

Changes and Corrections

If Google issues a corrected or additional invoice for a past period, the Platform may carry out a new Reconciliation for that period, including after the termination of the client account, and the same rules will apply.

Account Closure

On termination of a client account, any final Cashback will be credited to your remaining balance, and any final Taxes Owed will be payable immediately.

8. Intellectual Property and Licenses#

The intellectual property rights to the platform and the content available on the platform belong exclusively to Adxens Group. Adxens Group gives you a personal, worldwide, royalty-free, non-assignable and non-exclusive license to use the platform provided to you by Adxens Group as part of the services. This license is for the sole purpose of enabling you to use and enjoy the benefit of the services, in the manner permitted by these terms.

You may not copy, modify, distribute, sell, or lease any part of our services or included software, nor may you reverse engineer or attempt to extract the source code of that software, unless laws prohibit those restrictions or you have our written permission.

9. Prohibited Activities#

The user agrees not to use the platform and the services negligently, for fraudulent purposes or in an unlawful manner. In addition to any other prohibited activities set out in these Terms, the following are expressly prohibited:

• Using the platform or services for money laundering, terrorist financing, sanctions evasion, or any form of financial crime.
• Providing false, misleading, or fraudulent information during registration, account creation, or at any other time.
• Using the platform to advertise, promote, or facilitate illegal goods, services, or activities.
• Misrepresenting, cloaking, or substituting approved advertising content with non-compliant content.
• Reselling, redistributing, or sublicensing advertising accounts or platform access without Adxens Group’s explicit written permission.
• Accessing, monitoring, reproducing, or distributing any content of the services using automated means without our express written permission.
• Taking any action that imposes an unreasonable or disproportionately large load on our infrastructure.
• Attempting to modify, decompile, disassemble, or reverse engineer any software used by Adxens Group.
• Circumventing, disabling, or interfering with security-related features of the services.
• Sending SPAM, harassing, abusive, defamatory, obscene, or otherwise illegal content.
• Distributing trojans, viruses, or other malicious software.

Adxens Group reserves the right to terminate your access immediately, with or without notice, and without liability to you, if Adxens Group believes that you have violated any of these terms.

10. Disclaimer#

By using the platform and the services, you accept personal responsibility for the results of the use of the platform and our services. You agree that Adxens Group does not guarantee any results, profits or losses from advertising campaigns published through our services. The administration, performance, success or failure of advertising campaigns shall be the sole and exclusive responsibility of the users.

Adxens Group provides the platform on an “as is”, “as available” basis and makes no promise that use of the platform will be uninterrupted or entirely error free. We are not responsible to you if we are unable to provide our services for any reason beyond our control.

Adxens Group makes no warranty, representation, or guarantee that any third-party advertising platform (including but not limited to Meta, Google, TikTok, Snapchat, or any other network) will approve, maintain, or refrain from restricting or terminating any advertising account provided through the platform. Third-party advertising platforms operate independently and may, at their sole discretion, restrict, suspend, or permanently disable advertising accounts for any reason, including but not limited to policy violations, algorithmic review, or changes to their own terms of service. Adxens Group shall have no liability whatsoever for any action taken by a third-party advertising platform in respect of an advertising account, including any resulting loss of advertising spend, revenue, campaign data, or business opportunity. The user acknowledges that Adxens Group acts as an intermediary in providing access to third-party advertising infrastructure and does not control the policies, decisions, or operations of those platforms.

11. Limitation of Liability#

To the maximum extent permitted by law, Adxens Group excludes liability for any loss or damage of any kind howsoever arising, including without limitation any direct, indirect, incidental, special, consequential, or exemplary damages, including but not limited to:

• Any incorrect or inaccurate information on the platform.
• Any loss or damage resulting from your use or the inability to use the platform, including any inability to access funds held in cryptocurrency wallets.
• Any loss of profit, revenue, wasted expenditure, corruption or destruction of data.
• Any loss arising from the actions of third-party payment processors, stablecoin issuers, blockchain networks, wallet providers, or advertising platforms.
• Any loss arising from the freezing, blacklisting, seizure, or destruction of cryptocurrency assets by any stablecoin issuer, law enforcement agency, or regulatory authority.
• Any loss arising from the actions or omissions of third-party advertising platforms, including but not limited to the restriction or termination of advertising accounts.
• Any loss due to viruses or other malicious software.

Nothing in these Terms excludes or limits Adxens Group’s liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any other liability that cannot be excluded or limited by applicable law.

12. Refund Policy#

12.1 Definition of Delivery

For the purpose of transaction fulfilment, the “Service” is considered fully delivered and received the moment funds are credited to the client’s Adxens Wallet or when the Ad Account Spend Limit is increased on the relevant ad platform.

12.2 Subscription Refunds

Subscription fees are not eligible for refunds. This includes both standard and comprehensive subscription options. Any payments made for subscriptions are final and non-refundable.

12.3 Ad account balance refund and Wallet Balance withdraw

Clients may request a refund of their unspent Ad Account Balance or Adxens Wallet balance. For fixed fee subscription plans the refundable unspent Ad account balance is calculated as: Total Top-Up Amount minus Actual Advertising Spend, as determined by the relevant ad platform’s reporting data. The user can request for a withdraw of the Adxens Wallet balance by using a fiat or crypto payment methods available at that time.

12.4 Refund Process

Requests for Adxens balance withdrawals through manual payment methods are directed to BackOffice administrators which can process […] via customer-service@adxens.com or any other official Adxens Group support channel. Clients must not file a bank dispute or chargeback to retrieve unspent funds. Adxens Group commits to processing valid refund requests within 10 business days, although this may extend to 30 business days in exceptional cases due to supplier or processing delays. Clients are responsible for any transaction fees incurred during the refund process. Refunds will be issued to the original payment method where possible, or in the case of cryptocurrency payments, in the original cryptocurrency, an alternative cryptocurrency, or fiat currency at Adxens Group’s sole discretion using the exchange rate prevailing at the time of processing.

13. Confidential Information#

Information provided by our customers through our services will be treated as confidential information and will be used solely for the purpose of providing our services. Adxens Group will protect such confidential information from disclosure to third parties by employing the same degree of care used to protect its own proprietary information.

Notwithstanding the foregoing, Adxens Group may disclose confidential information where required by law, regulation, legal process, or in response to requests from law enforcement or regulatory authorities, in accordance with Section 3.4 of these Terms.

14. User Content#

Some features of the platform may allow users to provide content and information. The user retains the copyright or any other rights it may have on the content it provides. Adxens Group is not responsible for the accuracy, safety or legality of content posted by users. The user is solely and exclusively responsible for its content and the consequences of its publication.

By providing content through the platform, the user grants Adxens Group a worldwide, non-exclusive, royalty-free, fully paid right and license to host, store, transfer, display, perform, reproduce and modify the user’s content for the sole purpose of providing the services.

15. Personal Data#

Any personal information you post or submit in connection with the use of the platform will be used in accordance with our Privacy Policy, available at https://www.adxens.com/privacy. Adxens Group retains transaction records, account data, and associated compliance documentation for a minimum period of six (6) years from the date of the relevant transaction or account closure, whichever is later, or such longer period as may be required by applicable law or regulation. This retention obligation survives termination of the user’s account and these Terms.

16. Account Suspension and Fund Holds#

Adxens Group reserves the right to suspend, restrict, or terminate any user’s account and to place a hold on any funds in the user’s Adxens Wallet or advertising account balance, without prior notice, where Adxens Group reasonably believes that: (a) the user has breached or is breaching these Terms; (b) the user’s account or transactions present a compliance, sanctions, or financial crime risk; (c) Adxens Group has received a request or direction from a law enforcement agency, regulatory authority, or court of competent jurisdiction; (d) the user’s funds are or may be the proceeds of unlawful activity; or (e) a hold is necessary to protect Adxens Group, its clients, or third parties from loss or liability.

Where funds are held pursuant to this section, Adxens Group shall not be liable for any loss, damage, or delay arising from the hold, and the user shall have no claim against Adxens Group for interest, compensation, or consequential losses. Adxens Group will use reasonable efforts to notify the user of the hold and the reason for it, except where such notification is prohibited by law or would prejudice an ongoing investigation.

Adxens Group will comply with all lawful orders, directions, or requests from courts, law enforcement agencies, regulatory authorities, or other competent governmental bodies, including orders to freeze, withhold, surrender, or disclose funds, account information, or personal data. The user waives any claim against Adxens Group arising from Adxens Group’s compliance with such orders or requests, and acknowledges that Adxens Group may be prohibited by law from disclosing the existence or details of such orders to the user.

17. Indemnification#

You agree to hold harmless, defend and indemnify Adxens Group, its officers, directors, employees, agents, and affiliates from and against any claims, causes of action, demands, recoveries, losses, damages, fines, penalties or other costs or expenses of any kind or nature, including reasonable legal fees, brought by third parties as a result of:

• Your breach of this agreement or any documents referenced herein.
• Your violation of any law, regulation, or the rights of a third party.
• Your use of the platform or services.
• Any advertising content you create, publish, or distribute through the platform.
• Any claim that your use of the services has caused damage to a third party.

18. Force Majeure#

Adxens Group will not be liable for any failure to perform any obligation under this agreement if such failure is caused by the occurrence of any event beyond its reasonable control, including without limitation: internet outages, communications outages, fire, flood, war, act of God, pandemic, government action, regulatory action, sanctions enforcement, actions by stablecoin issuers (including but not limited to wallet freezing, token blacklisting, or fund destruction by Tether, Circle, or any other issuer), blockchain network disruptions, actions by third-party advertising platforms, and actions by payment processors or financial institutions.

19. Changes and Termination#

We may change the platform and these Terms at any time, in our sole discretion and without notice to you. You are responsible for remaining knowledgeable about these Terms. Your continued use of the platform constitutes your acceptance of any changes. Furthermore, we may terminate this agreement with you at any time by notifying you in writing (including by email) or without any warning.

20. Assignment#

This agreement and any rights and licenses granted hereunder may not be transferred or assigned by you, but may be assigned by Adxens Group without restriction.

21. Entire Agreement#

This agreement together with the Privacy Policy and any other legal notices published by Adxens Group shall constitute the entire agreement between you and Adxens Group concerning and governing your use of the platform.

22. Right of Set-Off#

Adxens Group may, at any time and without prior notice, set off any amounts owed to Adxens Group by the user (including but not limited to unpaid subscription fees, commission fees, chargeback costs, compliance costs, or any other sums due) against any funds held in the user’s Adxens Wallet, advertising account balance, or any other credit balance held by Adxens Group on behalf of the user. Adxens Group will notify the user of any set-off applied and provide reasonable detail of the amounts deducted and the basis for the deduction. The exercise of this right of set-off shall not limit any other rights or remedies available to Adxens Group under these Terms or at law.

23. Electronic Communications and Consent#

By using the platform, you consent to receive communications from Adxens Group electronically, including via email, in-platform notifications, or messages sent through the Adxens platform. You agree that all agreements, notices, disclosures, and other communications that Adxens Group provides to you electronically satisfy any legal requirement that such communications be in writing. You further consent to the use of electronic signatures and agree that your acceptance of these Terms through the platform, your account registration, or your continued use of the services constitutes a valid and binding electronic signature. Any notice sent by Adxens Group to the email address associated with your account shall be deemed effective upon sending, whether or not actually received or read by you.

24. Frozen Wallet and Fund Recovery#

In the event that any cryptocurrency wallet operated by Adxens Group is frozen, blacklisted, seized, or otherwise restricted by a stablecoin issuer, law enforcement agency, regulatory authority, or any other third party, Adxens Group is not obligated to advance, replace, or otherwise make available equivalent funds from its own reserves to affected clients. The user’s recourse in such circumstances is limited to their proportionate share of whatever funds are ultimately recovered or released from the affected wallet.

Where Adxens Group is required to forfeit, surrender, or otherwise relinquish a portion of frozen funds to a law enforcement agency, regulatory authority, court, or as part of any legal settlement or recovery process, Adxens Group reserves the right to allocate such losses to the specific client or clients whose funds or transactions gave rise to the restriction, or where specific attribution is not possible, to allocate losses proportionally across all clients with funds held in the affected wallet at the time of the restriction. Adxens Group will use reasonable efforts to notify affected clients of any such allocation and to provide a reasonable explanation of the basis for the allocation.

25. Limitation Period for Claims#

Any claim, dispute, or cause of action arising out of or relating to these Terms, the platform, or the services must be commenced within twelve (12) months of the date on which the event giving rise to the claim first occurred. Any claim not brought within this period is permanently waived and barred, to the maximum extent permitted by applicable law. This limitation period applies to all claims regardless of the legal theory on which they are based, including contract, tort, negligence, strict liability, or any other basis.

26. Independent Parties#

Nothing in these Terms shall be construed as creating a partnership, joint venture, employment relationship, franchise, or agency relationship between Adxens Group and the user. Neither party has the authority to bind the other or to incur any obligation on behalf of the other. The user acts solely as an independent party in its use of the platform and services, and Adxens Group acts solely as a service provider. Adxens Group is not an agent, partner, fiduciary, or trustee of the user or of any third party in connection with the services provided under these Terms.

27. Disputes#

The user agrees that any dispute, claim or controversy arising out of or relating to these Terms, or the breach, termination, enforcement, interpretation or validity thereof, shall be resolved by binding arbitration between the user and Adxens Group, provided that each party retains the right to bring an individual action in a court of competent jurisdiction.

In the event a dispute arises, the parties agree to submit their dispute to arbitration resolution before a reputable arbitration organisation as mutually agreed by the parties and in accordance with applicable commercial arbitration rules.

To the fullest extent permitted by law, you agree that you will not file, join or participate in any class action lawsuit in connection with any claim, dispute or controversy that may arise in connection with your use of the platform.

28. Governing Law and Jurisdiction#

These Terms and Conditions are governed by and shall be construed in accordance with the laws of the Hong Kong Special Administrative Region of the People’s Republic of China. The courts of Hong Kong shall have exclusive jurisdiction over any dispute, controversy or claim relating to these Terms or Adxens Group’s services.

Use of the Adxens Group platform is unauthorised in any jurisdiction that does not give effect to all provisions of these Terms.

29. Severability#

If any part of these Terms is found to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions will not in any way be affected or impaired. Our failure or delay in enforcing any provision of these Terms at any time does not waive our right to enforce the same or any other provision(s) in the future. Any rights not expressly granted herein are reserved.

30. Survival#

The following provisions shall survive the termination or expiration of these Terms and any related agreement between the user and Adxens Group, for any reason: Section 3 (Client Verification and Compliance), Section 11 (Limitation of Liability), Section 13 (Confidential Information), Section 15 (Personal Data, including data retention obligations), Section 16 (Account Suspension and Fund Holds), Section 17 (Indemnification), Section 22 (Right of Set-Off), Section 24 (Frozen Wallet and Fund Recovery), Section 25 (Limitation Period for Claims), Section 26 (Independent Parties), Section 27 (Disputes), Section 28 (Governing Law and Jurisdiction), and this Section 30 (Survival). Any obligations that by their nature should survive termination, including but not limited to obligations relating to compliance cooperation, data retention, confidentiality, intellectual property, and limitation of liability, shall also survive.

31. Contact Information#

If you have questions or concerns about these Terms, please contact us at customer-service@adxens.com.

• Adxens LLC — Registered Office: 4405 Jager Dr NE, Rio Rancho, NM 87144, United States
• Adxens Solutions SARL — Registered Office: Carrefour Anguissa, 1st Floor, Global Wine Building, Yaoundé, Cameroon