General Platform Terms and Conditions

Together with its service addendums, these Terms are executed on the Effective Date between Axmed and You. For purposes of this Agreement, Axmed and You will be individually referred to as a “Party” and collectively as the “Parties”.

WHEREAS, Axmed is a platform with a mission to accelerate access to quality medicines in Low- and Middle-Income Countries (LMICs) by providing a two-sided marketplace for medicines, and ancillary consulting and wholesaling services, including specialized services through consultants and other service providers engaged by Axmed.

WHEREAS, Axmed provides as part of the Services (as defined below) a software-as-a-service solution in the form of a marketplace; and

WHEREAS, Axmed will provide You the Axmed Services and a license to access and use the Axmed Platform, subject to the terms and conditions of this Agreement (including its ancillary service addendums and specific terms of use), in order for You to provide or to access quality medicines in Low- and Middle-Income Countries.

This Terms of Use will take effect upon acceptance and will apply during the use of the Services.

1. Accepting These Terms
2. Those Other Documents We Mentioned
3. Models, Axmed’s Role and Services. Fees. Payments
4. Your Privacy
5. Your Account with Axmed
6. Your Content
7. Your Use of Our Services
8. Termination
9. Warranties and Limitation of Liability
10. Indemnification
11. Disputes with Other Users
12. Dispute Resolution
13. Confidentiality
14. Some Finer Legal Points
15. Contact Information

1. Accepting These Terms

This document and the other documents that we reference below make up our house rules, or what we officially call our Terms of Use (the “Terms” for short).

The Terms are a legally binding contract between You and the relevant Axmed Group entity corresponding to the specific transaction. We’ll just refer to Axmed AG, and all of its subsidiaries collectively as “Axmed.”

If You are operating on Axmed, the merchant of record for Your specific tender may vary depending on the purchase modality of the specific tender for which You participate: where Axmed is the party identified as directly fulfilling the service of the tender, the merchant of record is Axmed Kenya (unless otherwise indicated in the relevant documentation). In all other cases, Axmed will not be a party to the specific tender contract. The relevant merchant of record will be duly identified in the tender documents confirming the purchase transaction.

These Terms set out Your rights and responsibilities when You access and use axmed.com (the “Axmed Platform”), and the other services provided by Axmed (we’ll refer to all of these collectively as our “Services”, the “Axmed Services”), so please read it carefully. When creating Your account on the Axmed Platform, You need to agree to the Terms. If You don’t agree with the Terms, You may not create an account and thus not use our Services.

These Terms don’t create any agency, partnership, joint venture, employment, or franchisee relationship between You and Axmed.

2. Those Other Documents We Mentioned

Axmed’s Services connect companies around the world to facilitate access to medicines. We have prepared some additional guides to help You understand the specific rules that are relevant for You, depending on how You use the Services:

Our Rules for Everyone. If You use any of our Services, You agree to these Terms, our Privacy Policy, our Code of Conduct and our Compliance, Anti Bribery and Anticorruption (ABAC) Policy.

Our Specific Terms for Suppliers. If You list any items for sale through our Services, these policies apply to You. You can read them here. For us a “Supplier” means a participant of the Axmed Platform filing proposing supply of your products to the identified demand on the Axmed Platform. For clarity, when registering as Supplier, You cannot register as well as Buyer.

Our Specific Terms for Buyers. If You use our Services to purchase through the platform, these policies apply to You. You can read them here. For us a “Buyer” means a participant of the Axmed Platform filing requests to purchase medicines. For clarity, when registering as Buyer, You cannot register as well as Supplier.

Ancillary Services Addendum are specific terms that apply to Your account only and will be agreed in a separate document between You and Axmed.

In the event of any inconsistency between the terms of any Service Addendum and these Terms or the Specific Terms for Suppliers and Buyers, the terms of the applicable Service Addendum shall prevail to the extent of such inconsistency.

All of the above documents are a part of our Terms, so be sure to read the ones that are relevant for You.

3. Models, Axmed’s Role and Services

When purchasing from Suppliers using the Axmed Platform, the specific Dispatch Confirmation that Buyers will receive will indicate the specific fulfillment model and relevant invoicing structure:

Spark model. Under this modality the tender offer and Dispatch Confirmation will indicate that the sale will happen directly between one of the Suppliers (pharmaceutical companies) and you. You will receive an invoice from the Supplier and a separate logistics arrangement for each order. The only service that Axmed provides will be that of marketplace facilitator.

Ally model. Under this modality, the tender offer and Dispatch Confirmation will indicate that the sale will be fulfilled through one of our selected logistics partners with regulatory authorization in your country to fulfill the order. Invoicing of the goods as well as all ancillary costs will happen directly through said logistics partners and Axmed will only provide a service as marketplace facilitator.

Omni model. Under this modality, the tender offer and Dispatch Confirmation will indicate that the sale will be fulfilled by one of Axmed’s wholesale subsidiaries and the transportation services will be provided by one of our selected logistics partners, each of them with regulatory authorization in your country to provide said services. Invoicing of goods as well as all ancillary costs will happen through Axmed and one of Axmed local subsidiaries in their role as marketplace facilitator and wholesaler for the specific tender offer, respectively.

In consideration for the provision of the Services and the license granted to access and use the Axmed Platform, You shall pay the fees identified in Your respective Terms for Suppliers/Buyers or applicable Services Addendum.

You shall pay the full amount invoiced to You by Axmed, the Supplier or the relevant logistics provider in the manner set forth in the applicable Services Addendum or specific transaction documentation.

In case of dispute of any invoice amount, You will pay all undisputed amounts in compliance with the payment terms agreed in this Agreement and the applicable Service Addendum and both of us shall exert our best efforts to resolve the dispute.

In the event of a change to local laws or regulations that increases the cost to Axmed of its provision of the Services, You agree that Axmed may adapt Your fees accordingly, provided that any such increase must be limited to the amount of the additional cost imposed upon Axmed and that the Platform Fee, where applicable, will not be increased without a separate mutual written agreement of the Parties.

All fees are exclusive of all national and local taxes, or other taxes or charges applicable to the receipt or use of the Services, which shall be added as a separate line item in the relevant invoices.

If You fail to make any payment due to Axmed under these Terms and the Service Addendum, if applicable, on the due date for such payment, without limiting Axmed’s other remedies under these Terms or the applicable Service Addendum, we may, in our sole discretion, carry out one or more of the following: (i) terminate Your license and access rights to the Platform; and (ii) assess a late interest fee at the yearly rate of 5% of the outstanding balance, or the maximum rate permitted by law, whichever is lower. In addition, Axmed shall be entitled to recover from you all costs and expenses incurred in connection with collecting any outstanding payments, including, without limitation, costs of investigation, attorneys’ fees, court costs and costs of any third-party collection agency.

4. Your Privacy

Our Privacy Policy details how Your personal data is collected, used, shared and otherwise processed when You use our Services. You can find it here. By using our Services, You confirm that You have read and taken note of the Privacy Policy.

Axmed and its Affiliates process some of the Supplier’s and Buyers’ information (e.g., Buyer/Supplier name, email address, and shipping address) and are generally separate and independent data controllers of Buyers’ and Suppliers’ personal data under EU, Swiss or other local data protection laws. That means that each party is responsible for the personal data it processes in providing the Services. For example, if a Supplier accidentally discloses a Buyer’s name and email address when fulfilling another Buyer’s order, the Supplier, not Axmed, will be responsible for that unauthorized disclosure.  

In any case, do not misuse any of Axmed’s users’ contact information, respect the Privacy Policy and do not disobey any instruction Axmed may give You in this regard from time to time.

5. Your Account with Axmed

You’ll need to create an account with Axmed and be accepted by Axmed (at Axmed’s sole discretion) to access the Axmed Platform and to use some of our Services. Here are a few rules about accounts with Axmed:

You must be authorized to use our Services. You represent and warrant that You are responsible for any and all account activity conducted by any user on Your account, be it an employee, contractor or unauthorized third party. You have the power and authority and the legal right to execute and deliver these Terms, any Service Addendum or additional terms that may apply to You. No consent or authorization of, filing with, notice to or other act by, or in respect of, any governmental authority or any other person is required in order for You to execute, deliver, or perform any of Your obligations under this Agreement, any Service Addendum, and any additional terms that may apply to You.

You must provide accurate information about the entity opening the account. It’s prohibited to use false information or impersonate another company through Your account. Our team will engage with You directly to gather the necessary documentation to verify the accuracy and veracity of Your registration details, financial solvency and compliance status; failing to do so may preclude You from having an account at Axmed.

Using multiple accounts is prohibited. However, if You have a legitimate business need (e.g. different subsidiaries or affiliated entities directly engaging through the platform), a rationale and explanation shall be provided to Axmed by the relevant party, and it shall be upon Axmed discretion to approve each additional account.

You represent that You have all necessary regulatory authorizations or permits to conduct the sale or purchase the specific tenders for which You are participating

You’re responsible for Your account. You’re solely responsible for any activity on Your account. If You’re sharing an account with other companies, then the person whose financial information is on the account will ultimately be responsible for all activity. Accounts are generally not transferable.

Whoever legitimises himself by using Your login data (self-legitimisation) is considered as authorized to access and use the Axmed Platform without further verification of his/her authorisation by Axmed. Likewise, all instructions, orders and all communication received by Axmed via the Axmed Platform are regarded as entered and authorized by the person whose login data has been used.

G. Protect Your password. As we mentioned above, You’re solely responsible for any activity on Your account, so it’s important to keep Your account password secure. If You suspect that Your account or any of Your security details have been compromised or if You become aware of any fraud or attempted fraud or any other security incident (including a cyber-security attack) affecting You and/or Axmed (collectively a “Security Breach”), You must notify Axmed immediately at info@axmed.com and provide accurate and up to date information throughout the duration of the Security Breach. You must take any steps that we reasonably require to reduce or manage any Security Breach.

H. Computer Viruses. We shall not bear any liability, whatsoever, for any damage or interruptions caused by any computer viruses or other malicious code that may affect Your computer or other equipment, or any phishing, spoofing or other attack. We advise the regular use of a reputable and readily available virus screening and prevention software. You should also be aware that SMS and email services are vulnerable to spoofing and phishing attacks and should use care in reviewing messages purporting to originate from Axmed. Always log into Your Axmed account(s) through the axmed.com site to review any transactions or required actions if You have any uncertainty regarding the authenticity of any communication or notice.

Our team remains at Your disposal to answer any questions You may have about registering an account with Axmed.

6. Your Content

Content that You post using our Services is Your content, and it may include drug names, any photos, descriptions, certificates and regulatory documentation, etc. (so let’s refer to it as “Your Content”).

A. Responsibility for Your Content. You understand that You are solely responsible for Your Content. You represent that You have all necessary rights to all parts of Your Content and that You’re not infringing or violating any third party’s rights by posting it and that it is accurate and up to date. You must not publish any photos, text or other content that are inappropriate, unlawful, infringe copyright or other rights of third parties or which contain any other form of illegal content. You shall not upload Content that encourages or facilitates off-platform transactions.

B. Permission to Use Your Content. By sharing Your Content through our Services, You grant Axmed and, as authorized by Axmed in its sole discretion, third parties, a non-exclusive, worldwide, royalty-free, irrevocable, assignable, sub-licensable, perpetual license to use, display, edit, modify, reproduce, distribute, store, and prepare Your Content. This allows us to provide the Axmed Platform and to engage commercially with third parties, engage other accounts and existing tenders, or support the Axmed Services in general, in any formats and through any channels, in compliance with applicable laws and industry codes (this is, for example, we will not engage in promotion of pharmaceutical products to a non-qualified audience). You agree not to assert any moral rights or rights of publicity against us for using Your Content. You also recognize our legitimate interest in using it, in accordance with the scope of this license, to the extent Your Content contains any personal data.

C. The above licenses are necessary for us to keep Axmed going. You acknowledge that any data generated during the provision of the Services by Axmed belongs to Axmed and may be used in the provision of the Services to You or other participants of the Axmed Platform or other Services of Axmed. Any data that You develop or conceive, solely or in conjunction with others, in the use of the Axmed Platform shall vest in and be owned exclusively by Axmed immediately on their creation (the “Axmed Foreground IP”). If the Axmed Foreground IP does not automatically vest in Axmed pursuant to Applicable Laws, You undertake to assign and hereby assign, on an exclusive basis, to Axmed absolutely with full title guarantee all right, title and interest in all Axmed Foreground IP. Axmed shall be free to use, exploit, modify and otherwise enjoy unfettered use of the Axmed Foreground IP in its sole discretion. If, pursuant to Applicable Laws, the Axmed Foreground IP does not automatically vest with or is not assigned to Axmed per the preceding sentences, You hereby grant to Axmed an exclusive, worldwide, royalty-free, irrevocable, assignable, sub-licensable, perpetual license to use, exploit, copy, reproduce, distribute, publicly display, modify, sublicense and otherwise enjoy unfettered use of the Axmed Foreground IP as if it were the legal owner. You agree (a) to disclose and hereby assign with full title guarantee all right, title and interest to the Axmed all Intellectual Property Rights in the Axmed Foreground IP; and (b) to execute, or to procure that any other person executes, all necessary documents, including, without limitation, confirmatory documents of assignment, and to provide Axmed sufficient assistance to confirm, secure and obtain patent, copyright and other legal protections for any such Intellectual Property Rights and to make and maintain reasonably detailed accurate records of any such inventions, discoveries and improvements necessary to accomplish said purpose.

Axmed owns and shall exclusively own all right, title, and interest in and to the Axmed Platform and all other Axmed materials, including, without limitation, all Intellectual Property Rights associated therewith. Except as otherwise specifically stated in these Terms, Axmed does not assign or grant any license, right, title, or interest in or to the Axmed Platform or any other Axmed materials, or any Intellectual Property Rights associated with them.

D. Reporting Unauthorized Content. Axmed has great respect for intellectual property rights, and is committed to following appropriate legal procedures to remove infringing content from the Services. If content that You own or have rights to has been posted to the Services without Your permission and You want it removed, please contact us at legal@axmed.com to discuss any next steps. If Your Content is alleged to infringe another person’s intellectual property, we will take appropriate action, such as disabling it if we receive a report of infringement that complies with our policies, or terminating Your account if You are found to be a repeat infringer. We’ll notify You if any of that happens.

E. Inappropriate, False, or Misleading Content. You agree that You will not post any content that is inappropriate, unlawful, false or misleading or which contains any other form of illegal content and that You will not use the Services in a manner that is fraudulent or deceptive, this includes offering to sell counterfeit or substandard medicines.

7. Your Use of Our Services

License to Use Our Services. We grant You a limited, non-exclusive, non-sublicenseable, non-transferable, and revocable license to access and use our Services—subject to the Terms, the payment of all applicable fees during the Term and the following terms and restrictions in particular:

You will use the Services in line and in compliance with the Specific Terms as they may apply to You (e.g. Specific Terms for Suppliers, or Buyers).

Don’t Use Our Services to Break the Law. You agree that You will not violate any laws in connection with Your use of the Services. This includes any local, national, and international laws that may apply to You. You are not permitted to use any of the Services if doing so would violate applicable laws and regulations, including but not limited to those of the United Nations Security Council, the United States (including prohibiting dealings with sanctioned persons identified by the U.S. Department of the Treasury’s Office of Foreign Assets Control Specially Designated Nationals and Blocked Persons (“SDN”), or other U.S. non-SDN restricted or prohibited parties lists, and those prohibiting dealings with persons organized, resident, or located in comprehensively sanctioned jurisdictions), Switzerland (including prohibited dealing with sanctions persons and organizations identified by the Swiss Federal State Secretariat for Economic Affairs), and/or any other applicable federal, state, municipal or local laws and regulations (each as amended from time to time). You will not, and will not be required to, undertake any activity under or in connection with the Services which violates any applicable law. For the sake of clarity and without limiting the foregoing, each Party will comply with U.S., EU and Swiss export controls and economic sanctions laws and regulations and anti-bribery and anti-corruption laws that apply to the Parties or any Services provided by Axmed under these Terms, including any export licenses or other authorizations issued by any, U.S., EU, Swiss governmental authority relating to medicinal products or technology.

You are responsible for training any of Your employees who is involved with the activities set forth in this Agreement on anti-bribery and export controls and economic sanctions compliance at Your own expense. Such training shall include the provisions of the applicable anti-corruption laws and the standards set out in Axmed’s Compliance and Anti-Bribery and Anticorruption (ABAC) Policy.

It is Your responsibility to obtain any permits or licenses that Your products require, and to meet applicable legal requirements in applicable jurisdiction(s), unless otherwise indicated by Axmed when offering the Services (e.g. when a particular tender indicates that the Buyers have special import permits from their respective country authorities). This includes the sale and delivery of Your items. You may not sell anything that violates any laws; You may not engage in fraud (including selling false, counterfeited or subpar medicines), theft, anti-competitive conduct, threatening conduct, or any other unlawful acts or crimes against Axmed, another user of the Axmed Platform, or a third party. At all times, Your use of the Services is subject to applicable law including but not limited to export restrictions, end-user restrictions, antiterrorism laws, and economic sanctions. By using, sending, receiving, buying, selling products through our Services, You agree that You will comply with all applicable laws and You agree that the execution and delivery of these Terms, any Service Addendum, and any applicable terms to you, and the consummation of the transactions contemplated in this Agreement, do not and will not violate any applicable law or constitute a default under any agreement or contract by which you may be bound.

The specific purchase terms on each completed tender shall be outlined in a final scope of work / purchase order on the date the tender process is completed and accepted by both Buyer and Supplier. These terms shall be final, provided that no Buyer requests products or terms of supply outside of the defined scope of work/purchase order, in which case the Supplier is free to fulfill the request and charge the Buyer those alternative terms.

E. You agree not to crawl, scrape, or spider any page of the Services or to reverse engineer or attempt to obtain the source code of the Services (including both Axmed Intellectual Property and Supplier or Buyer Content) without our express permission.

F. You agree not to interfere with or try to disrupt our Services, for example by distributing a virus, excessive requests to our site or platform, or other harmful computer code.

G. The name “Axmed” and the other Axmed marks, phrases, logos, and designs that we use in connection with our Services (the Axmed Trademarks), are trademarks, service marks, or trade dress of Axmed in the US and other countries. If You’d like to use our trademarks, You will ask for prior express permission and in any case, agree to follow our Trademark instructions, namely: When you mention us, please spell and capitalize “Axmed” properly (and not “axmed” or “Asmed”). Please don’t use the Axmed Trademarks in ways that are misleading, defamatory, unlawful, used as part of violations of our policies, or otherwise objectionable to us. Do not use the official Axmed logos on things like merchandise without our prior permission.We do not allow to use the Axmed Trademarks (or confusingly similar marks), in whole or in part, in a way that suggests a relationship with Amxed that isn’t quite right – for example, that you are employed by, speak on behalf of, or are endorsed by us. We don’t allow the registration, ownership, or use of a domain name containing the “Axmed” trademark, and please do not create content that mimics or uses our site’s look-and-feel. If you purchase keywords, advertise on search engines or purchase digital ads for your Axmed activity, you agree to act in accordance with the advertising platform’s terms, including Google Ads, Microsoft Advertising, and other search network policies when advertising to drive traffic to Axmed.com on search engines. Your ads should not make it appear like you are officially sponsored by or affiliated with Axmed.

H. Unsolicited advice. We love Your suggestions and ideas! They can help us improve Your experience and our Services. Any ideas or other materials You submit to Axmed (not including Your Content or items You sell through our Services) are considered non-confidential and non-proprietary to You. You grant us a non-exclusive, worldwide, royalty-free, irrevocable, sub-licensable, perpetual license to use and publish those ideas and materials for any purpose, without compensation to You.

I. From time to time, Axmed will provide You with certain legal information in writing. By using our Services, You’re agreeing that we can send You information electronically (such as by email) instead of mailing You paper copies (it’s better for the environment), and that Your digital signature (even if not qualified) or Your electronic agreement in any other form is equivalent to Your signature on paper, subject to applicable laws and regulations.

8. Termination

Termination By You. You may terminate Your account with Axmed at any time. Terminating Your account will not affect the availability of some of Your Content that You posted through the Services prior to termination. You’ll still have to pay for all services used up to the termination, and will be contacted by a member of the Axmed team to facilitate the off boarding process and the management of any open tenders that may require Your attention.

Termination By Axmed. We may terminate or suspend Your account (and any accounts Axmed determines are related to Your account) and Your access to the Services at any time and for any reason. If we do so, it’s important to understand that You don’t have a contractual or legal right to continue to use our Services, for example, to sell or buy on the Axmed Platform. Generally, Axmed will notify You that Your account has been terminated or suspended, unless You’ve repeatedly violated our Terms or we have legal or regulatory reasons preventing us from notifying You.

Upon the termination or expiration of any Service Addendum, the applicable Service Addendum will continue to govern the Parties’ rights and obligations with respect to the services performed prior to the termination and any rights and obligations which survive the termination of the applicable Service Addendum.

If You or Axmed terminate Your account, You may lose any information associated with Your account, including Your Content.

We may Discontinue the Services. Axmed reserves the right to change, suspend, or discontinue any of the Services for You, any or all users, at any time, for any reason, including those laid out in Axmed’s policies under these Terms of Use. We will not be liable to You for the effect that any changes to the Services may have on You, including Your income or Your ability to generate revenue through the Services.

The Terms will remain in effect even after Your access to the Service is terminated, or Your use of the Service ends.

9. Warranties

You understand that, unless explicitly otherwise agreed, Axmed does not manufacture, store, or inspect any of the items sold through our Services. We provide the venue; the items in our marketplaces are produced and listed by independent Suppliers, so Axmed cannot and does not make any warranties about their quality, safety, authenticity, or their legality. Any legal claim related to an item You purchase must be brought directly against the Supplier of the item. You fully and irrevocably release Axmed from any claims related to items sold through our Services, including for defective items, misrepresentations by Suppliers, or items that caused physical injury (like product liability claims), even if Axmed buys the items from a Supplier and resells them to You, unless the specific release cannot be excluded by applicable mandatory law.

Content You Access. Axmed is not responsible for the accuracy, copyright compliance or legality of content shared through the Services by users that You accessed through the Services. You release us from all liability relating to that content.

Third-Party Services. Our Services may contain links to third-party websites or services that we don’t own or control . You may also need to use a third party’s product or service in order to use some of our Services (like a compatible computer to use our marketplace, or engage with a logistics partner to fulfill part of a tender offer). When You access these third-party services, You do so at Your own risk. The third parties may require You to accept their own terms of use. Axmed may not by a party to those agreements; unless otherwise indicated, they are solely between You and the third party. Axmed is in no way liable for damages caused by acts or omissions of these third parties.

AXMED DOES NOT WARRANT OR GUARANTEE AND IS NOT RESPONSIBLE FOR ANY WORK PERFORMED OR SERVICES PROVIDED BY ANY THIRD PARTY, INCLUDING ANY BUYER, SUPPLIER OR LOGISTICS PROVIDER. AXMED DOES NOT WARRANT NOR GUARANTEE THAT THE AXMED PLATFORM WILL BE UNINTERRUPTED OR ERROR-FREE.

10. Limitation of Liability A PARTY SHALL NOT BE LIABLE TO THE OTHER PARTY FOR ANY CONSEQUENTIAL, SPECIAL, PUNITIVE, OR INDIRECT DAMAGES OF ANY KIND, INCLUDING, WITHOUT LIMITATION, (A) ANY DAMAGES FOR LOST PROFITS, OR (B) ANY DAMAGES RESULTING FROM LOSS OF USE OR LOSS OF DATA. EXCEPT FOR (A) CUSTOMER’S INDEMNIFICATION OBLIGATIONS UNDER THESE TERMS; (B) EITHER PARTY’S CONFIDENTIALITY OBLIGATIONS; AND (C) A PARTY’S GROSS NEGLIGENCE AND WILLFUL MISCONDUCT, A PARTY’S TOTAL LIABILITY TO THE OTHER PARTY UNDER THESE TERMS OR ANY SERVICE ADDENDUM OR PURCHASE SHALL NOT EXCEED THE HIGHER OF TWICE THE TOTAL FEES PAID TO AXMED IN THE PREVIOUS TWELVE MONTHS IN RESPECT OF WHICH THE APPLICABLE CLAIM OR CAUSE OF ACTION AROSE.

THE AXMED SERVICES AND AXMED PLATFORM ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. EXCEPT AS SET OUT IN THESE TERMS, AXMED DOES NOT MAKE ANY OTHER WARRANTIES OR REPRESENTATIONS RELATING TO THE AXMED PLATFORM OR AXMED SERVICES. ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, ARE EXPRESSLY DISCLAIMED AND EXCLUDED, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. WE DO NOT GUARANTEE THAT: (I) THE SERVICES WILL BE SECURE OR AVAILABLE AT ANY PARTICULAR TIME OR LOCATION; (II) ANY DEFECTS OR ERRORS WILL BE CORRECTED; (III) THE SERVICES WILL BE FREE OF VIRUSES OR OTHER HARMFUL MATERIALS; OR (IV) THE RESULTS OF USING THE SERVICES WILL MEET YOUR EXPECTATIONS. YOU USE THE SERVICES SOLELY AT YOUR OWN RISK.

11. Indemnification

If Axmed gets sued or receives a claim, notice, inquiry or demand because of something that You did (or failed to do), You agree to defend and indemnify us. That means, without limitation, You’ll defend, reimburse, compensate, and hold Axmed (including any of our employees, officers, directors, agents, subsidiaries, and affiliates) harmless from any allegation, claim, demand, lawsuit, loss, liability, or expense of any kind (including reasonable attorneys’ fees) that arises from Your actions, Your use (or misuse) of our Services, Your breach of the Terms, items You buy or sell through the Services, and/or Your actual or alleged violation of any law or any third party’s rights.

11. Disputes with Other Users

If You find Yourself in a dispute with another user of Axmed’s Services or a third party, we encourage You to contact the other party and try to resolve the dispute amicably.

Release of Axmed. You release Axmed from any claims, demands, and damages arising out of disputes with other users or third parties.

12. Choice of Law and Forum. Axmed is based in Basel, Switzerland, so if there are claims between You and Axmed, You and Axmed each agree to litigate those claims exclusively in the ordinary courts of the City of Basel, Switzerland, and to submit to the exclusive jurisdiction of those courts. These Terms shall be governed exclusively by substantive Swiss law, without regard to conflict-of-law rules and to international treaties (such as the United Nations Convention on Contracts for the International Sale of Goods (CISG)).

13. Confidentiality

For these Terms, “Confidential Information” includes any non-public information related to a Party’s products, business, and operations, including but not limited to business plans, financial records, customer and supplier information, strategies, technical knowledge, intellectual property, and any other sensitive business and operational details. It also includes the terms of any agreement, related discussions, negotiations, proposals, information acquired during tours or visits to a Party’s facilities, and any other non-public information provided under these Terms.

Confidential Information does not include information that was lawfully in the receiving Party’s possession before receipt, becomes public through no fault of the receiving Party, is received from a third party without breach of any obligation, is independently developed by the receiving Party, or is disclosed with the disclosing Party’s written approval.

The receiving Party must keep the Confidential Information confidential, disclose it only to employees, subcontractors, and representatives who need to know it, are informed of its confidential nature, and are under similar confidentiality obligations, use the same care to protect it as they do their own similar information, but no less than a reasonable degree of care, and use it only to fulfill obligations under these Terms. Axmed may use certain Confidential Information to provide services, including marketplace services and generating insights, while anonymizing data to respect confidentiality.

If legally required to disclose Confidential Information, the receiving Party must notify the disclosing Party promptly, unless prohibited by law, assist the disclosing Party in seeking protective measures, and limit disclosure to the necessary portion as advised by legal counsel.

If unauthorized use or disclosure occurs, the receiving Party must notify the disclosing Party immediately, take actions to minimize the impact and prevent further breaches, and acknowledge that breaches may cause irreparable harm, entitling the disclosing Party to seek an injunction and other remedies.

Upon request or termination of these Terms, the receiving Party must return or destroy all copies of Confidential Information. The obligation to protect Confidential Information survives for two years after termination, with trade secrets protected indefinitely.

14. Some Finer Legal Points

The Terms, including all of the policies that make up the Terms, supersede any other agreement between You and Axmed regarding the Services. If any part of the Terms is found to be invalid or unenforceable, that part will be limited to the minimum extent necessary and severed so that the Terms will otherwise remain in full force and effect. Our failure to enforce any part of the Terms is not a waiver of our right to later enforce that or any other part of the Terms.

Changes to the Terms. We may update these Terms from time to time, including by adding entirely new terms and deleting existing terms. If the changes are material, we’ll let You know in advance by posting the changes through the Services and/or sending You an email or message about the changes. Your use of the Services after the effective date of the changes constitutes Your acceptance of the updated Terms. If You do not agree with the changes, You may close Your account.

Survival. The termination or expiration of these Terms will not discharge or relieve either Party of any obligations that are intended to survive the termination of these Terms, including but not limited to Confidentiality.

Assignment. You are not entitled to assign Your rights and duties under these Terms, the applicable Service Addendum, or any other applicable terms to another party (including an affiliate) without the prior written consent of Axmed. Any purported assignment in violation of this principle will be void and of no effect. No assignment will relieve You of Your previously accrued obligations under these Terms, the applicable Service Addendum, or any ongoing and accepted tender process. These Terms, the applicable Service Addendum, or ongoing accepted transaction will be binding upon and inure to Your permitted successors and assigns. Axmed is entitled to assign its rights and duties under these Terms to any affiliated entity of Axmed without obtaining the prior written consent of You.

Non-Exclusivity. These Terms are non-exclusive and nothing contained in them shall prevent either You or Axmed from undertaking similar activities or entering into similar agreements for similar purposes with third parties.

Severability. If any provision of these Terms is held invalid or unenforceable under any applicable law, such invalidity or unenforceability will not affect any other provision of these Terms, that can be given effect without the invalid or unenforceable provision, and they will be construed as if the said invalid or unenforceable provision had not been contained in them.

Remedies Cumulative. The rights and remedies of the Parties under these Terms will be cumulative and in addition to all other rights and remedies available at law and in equity.

Waiver. No waiver of any provision of these Terms shall be effective unless it is in writing and signed by the waiving Parties. Any such waiver shall only be effective in the specific instance and for the specific and limited purpose for which it was given, and shall not be deemed a waiver of any subsequent right or remedy or general waiver of any provision of these Terms.

No failure or delay, or the single or partial exercise of any right or remedy, by a Party shall be deemed a waiver of that Party’s rights to later enforce that provision or any other provision of these Terms.

15. Contact Information

Any notice to a Party under these Terms will be will be deemed to have been served 48 hours after sending through the Axmed Platform or by email to the address of the Party appearing on page one (1) of these Terms or the Services Addendum.

For Axmed: To the address stated on the first page of these Terms on behalf of the Commercial Team, with a copy to the Legal team (legal@axmed.com).

For You: To the address stated on the first page of these Terms, including the Services Addendum.