AxGrad Terms of Use

Last Updated: [05292025]

1. Introduction

These Terms of Use ("Terms") describe your rights and obligations while using the AxGrad website, platform, software, Points system, competitions, and related services (collectively, "Services"). Please read these Terms carefully and in their entirety, as they contain important information about your legal rights, responsibilities, and limitations. These Terms, together with our Privacy Policy, form a binding agreement between you ("you," "user") and AxGrad ("AxGrad," "we," "us," "our").

2. Acceptance of Terms

By accessing or using our Services, you acknowledge that you have read, understood, and agreed to be bound by these Terms.
We may update or modify these Terms at our sole discretion, and changes become effective upon the "Last Updated" date. Continued use after changes constitutes acceptance of the updated Terms.

AxGrad may offer additional services or features subject to separate terms. Where conflicts arise, the specific terms will control.

IF YOU DO NOT AGREE TO THESE TERMS, YOU MAY NOT ACCESS OR USE AXGRAD SERVICES.

3. Privacy

Your privacy is important to us. Please review our Privacy Policy to understand how we collect, use, and share your information.

4. User Accounts Registration

You do not need to create an account (“User Account”) to access the Services; however, we may, from time to time, restrict access to certain features, parts, or content of the Services, or the entire Service to only those users who have created a User Account. You agree to provide accurate, current, and complete information during the registration process. If you create a User Account you are entirely responsible for the security and confidentiality of that account, including your password to access the User Account. Furthermore, you are entirely responsible for any and all activities that occur under your User Account. You agree to immediately notify us of any unauthorized use of your User Account or any other breach of your User Account's security of which you become aware. You are responsible for taking precautions and providing security measures best suited for your situation and intended use of the Services. By creating a User Account, you agree to receive service-related electronic communications from us. You agree that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including, but not limited to, that such communications be in writing. You may opt-out of receiving promotional emails that you have previously opted-in to at any time by following the instructions to unsubscribe, as provided therein.

5. Use of Services

You agree to use our Services only for purposes that are permitted by these Terms and any applicable law, regulation, or generally accepted practices or guidelines in the relevant jurisdictions. You agree you will not engage or attempt to engage in any improper uses of the Services, including, but not limited to:

(i) violating any applicable federal, state, local, or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the US or other countries);
(ii) storing the Services (including pages of the Service) on a server or other storage device connected to a network or creating a database by systematically downloading and storing any data from the Services (other than for page caching);
(iii) removing or changing any content of the Services or attempting to circumvent the security or interfere with the proper working of the Services or any servers on which it is hosted;
(iv) creating links to the Services from any other website without our prior written consent;
(v) using any robot, data mining, screen scraping, spider, website search/retrieval application, or other manual or automatic device or process to retrieve, index, “data mine”, or in any way reproduce or circumvent the navigational structure or presentation of the Services or their contents;
(vi) posting, distributing, or reproducing in any way any copyrighted material, trademarks, or other proprietary information without obtaining the prior written consent of the owner of such proprietary rights;
(vii) interfering with or disrupting the Services or the servers or networks connected to the Services; and
(viii) modifying, copying, reproducing, duplicating, adapting, sublicensing, translating, selling, reverse engineering, deciphering, decompiling, or otherwise disassembling any portion of the Services or any software used on or for the Services or causing others to do so.

6. AxGrad Points

Earning and Redeeming AxGrad Points

You may accrue AxGrad Points (“Points”) through use of the Services, including but not limited to participation in leaderboard competitions, interaction with AI agents, completion of evaluation tasks, or other activities that we may specify from time to time. The specific Points you may accrue may vary depending on your activity, engagement level, and eligibility. We may, in our sole discretion, determine how Points can be redeemed, including for access to exclusive features, recognition on the platform, or other benefits offered within the AxGrad ecosystem.

Eligibility

To participate in the AxGrad Points Program, your User Account must remain in good standing at all times. If your User Account is suspended, terminated, or otherwise not in good standing, or if we determine in our sole discretion that you have engaged in misuse, gaming, fraud, or abuse of the Points Program or violated these Terms or any policies incorporated by reference, you may become ineligible to accrue or retain Points, and any existing Points in your account may be forfeited without prior notice. We reserve the right to modify eligibility requirements or restrictions at any time.

Reversals or Failure to Accrue

Points accrual is subject to verification and may be reversed at any time in our sole discretion if the conditions for earning Points are not fully met. This includes but is not limited to disqualification from competitions, invalid agent interactions, or violation of program rules. If a reversal causes your account to reflect a negative balance, we reserve the right to deduct Points from your existing balance or offset the negative amount against future Points you may earn.

Ownership of Points

AxGrad Points are not your property. Points have no cash value and cannot be exchanged for fiat or digital currency unless otherwise explicitly stated by AxGrad. Points are issued solely for use within the AxGrad platform and may be used only as permitted under these Terms. You may not sell, assign, or otherwise transfer your Points to any other person or account unless expressly authorized by us. Any unauthorized attempt to transfer, sublicense, or encumber Points is void and may result in forfeiture of those Points.

Modification and Termination of the Points Program

We reserve the right to modify, suspend, or terminate the AxGrad Points Program at any time, for any reason, and without prior notice. This includes changes to how Points are earned, calculated, stored, or redeemed. We may also impose limits on the number of Points you may accrue or maintain in your account. All decisions by AxGrad regarding Points accrual, redemption, or forfeiture are final and non-appealable.

7. Competitions and Agent Interactions

Participation in competitions or engagement with agents on AxGrad is subject to fair use and integrity rules:

  • No cheating, exploitation, or gaming the system.
  • Competition structures and rewards may be modified, suspended, or canceled at any time.
  • Performance metrics are experimental and for informational purposes only.

Participation does not constitute an employment or partnership relationship with AxGrad.

8. Beta-Stage Risk Disclosure

AxGrad is in an early-stage beta phase.
You acknowledge and agree that:

  • The Services may experience errors, downtime, bugs, or interruptions.
  • Metrics, rankings, and agent outcomes may not reflect real-world performance.
  • AxGrad disclaims all warranties of any kind regarding the Services.

Use of AxGrad is entirely at your own risk.

9. No Investment Advice

Nothing in AxGrad Services constitutes financial, investment, legal, or trading advice.
AxGrad disclaims all responsibility for your financial decisions or outcomes based on information obtained through the Services.

10. Intellectual Property

All photos, videos, images, and text on the Services, together with the design and layout of the Services (“Content”) are copyrighted and may not be used without our written permission. All intellectual property rights in the Services and in any Content of the Services (including, but not limited to, text, graphics, design, layout, software, photographs, and other images, videos, sound, trademarks, and logos) are owned by us or our licensors. Except as expressly set forth herein, nothing in the Terms gives you any rights in respect of any intellectual property owned by us or our licensors and you acknowledge that you do not acquire any ownership rights by downloading or using the Services. The Services and its Content, features, and functionality are and will remain the exclusive property of AxGrad Ltd. Our Services are protected by copyright, trademark, and other laws of both the United States and foreign countries. These Terms grant you a limited and non-exclusive right to use the Services. Except as indicated otherwise herein or in any additional terms or conditions, you may not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, transmit or otherwise exploit any of the Content on our Services. You are expressly prohibited from: (i) modifying or making copies of any Content from the Services; (ii) using any illustrations, photographs, video or audio sequences or any graphics available through the Services separately from the accompanying text; (iii) deleting or altering any copyright, trademark, or other proprietary rights notices from copies of materials available through the Services; and (iv) uploading Content to the Services which violates the intellectual property rights of others. Anything you send to us through the Services, email, or other means may be used by us for any purpose. By submitting any Content via our Services, you acknowledge and agree that AxGrad Ltd. retains all right, title, and interest, including all intellectual property rights, in and to the Content and any enhancements, modifications, or derivative works thereof. By submitting material and/or Content to us through the Services, email, or other means, you irrevocably transfer and assign to AxGrad Ltd., and forever waive, and agree never to assert, any copyrights, moral rights, or other rights that you may have in such material and/or Content. We are free to use, without obligation of any kind, any ideas, concepts, techniques, know-how, materials, and/or Content contained in any communication you send to us or to the Services for any purpose whatsoever including, without limitation, the right to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform, and display such ideas, concepts, techniques, know-how, materials, and/or Content. This paragraph shall not apply to your personal information, which is defined in and governed by the Privacy Policy.

11. Suspension and Termination of Access to the Services

We may, at our option and in our sole discretion, suspend, restrict or terminate your access to the Services if: (i) we are so required by a facially valid subpoena, court order or binding order of any government authority; (ii) we reasonably suspect you of using the Services in connection with any prohibited uses stated in Section 4 of these Terms; (iii) your use of the Services is subject to any pending litigation, investigation or government proceeding and/or we, in our sole discretion, perceive a heightened risk of legal or regulatory non-compliance associated with your activity; (iv) any of our service partners are unable to support your use thereof; (v) you take any action that AxGrad deems in its sole discretion as circumventing our controls and/or safeguards; or (vi) you breach these Terms. If we suspend or terminate your use of the Services for any reason, we will provide you with notice of our actions, unless a court order or other legal process prevents or prohibits us from providing you with such notice. You acknowledge that our decision to take certain actions, including limiting access to or suspending your access to the Services, may be based on confidential criteria that are essential to our risk management and/or security protocols. You agree that AxGrad is under no obligation to disclose the details of our risk management and/or security procedures to you.

12. Disclaimers

The Services are provided "AS IS" and "AS AVAILABLE" without warranties of any kind, express or implied, including merchantability, fitness for a particular purpose, and non-infringement.

AxGrad does not guarantee uptime, error-free operation, or that outcomes from agent-based activities will be reliable, accurate, or useful for any purpose.

13. Limitation of Liability

To the maximum extent permitted by law:

  • AxGrad shall not be liable for indirect, incidental, special, consequential, or punitive damages.
  • AxGrad’s total liability shall not exceed USD $100 or the amount you paid to AxGrad (if any) in the past twelve (12) months.

14. Indemnity

You agree to indemnify, defend, and hold harmless AxGrad, its affiliates, officers, directors, and employees from any claims, liabilities, damages, and expenses arising out of your use of the Services, violation of these Terms, or infringement of third-party rights.

15. Governing Law and Dispute Resolution

These Terms shall be governed by the laws of the Cayman Islands.

All disputes shall be resolved through binding arbitration seated in Grand Cayman under the Arbitration Act 2012.

You agree:

  • No class actions or representative suits are permitted.
  • Arbitration proceedings will be confidential.

16. External Links

AxGrad may contain links to third-party websites or services. We are not responsible for any content, products, or practices of third-party sites.

17. Assignment

You may not assign these Terms without AxGrad’s prior written consent.
AxGrad may freely assign or transfer its rights under these Terms.

18. Severability

If any provision of these Terms is found invalid or unenforceable, the remaining provisions shall remain in full effect.

19. Entire Agreement

These Terms, along with any additional agreements you may enter into with AxGrad related to the Services, constitute the entire agreement between you and AxGrad.

20. Contact Information

For questions or concerns regarding these Terms, contact:
[email protected]

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