MWX Marketplace Terms and Conditions

Last Updated: 23 September 2025

1. Introduction and Acceptance

1.1. Overview. These Terms and Conditions (“Terms”) between you (“you”, “your”, “User”) and MWX  Innovation. Ltd, company incorporated under the laws of Panama with registration number: 155771333 of the Mercantile section of the Public Registry of Panama, registered address: 55th street East, P.H. SL55 Building, Floor 21, Suite 3, Panama City, Republic of Panama. (“Company”, “we”, “us”, “our”) govern your access to and use of our website: mwxmarket.ai (the “Website”), all related services (collectively, the “Service”). For ease of reference, the term “MWX” refers to the aggregate of the Website and the Service. MWX is a decentralized AI marketplace where businesses can access, purchase, and interact with AI tools using blockchain technology and the MWXT utility token.

1.2. Acceptance of Terms. By accessing MWX, you agree to be bound by these Terms, our Privacy Policy[1] , and any additional policies incorporated herein. If you do not agree, please do not access or use MWX. Continued use of MWX constitutes your express agreement to these Terms.

1.3. Definitions. The following definitions shall apply to interpret these Terms:

• "Account" means a registered account created by User on the MWX by connecting his personal Wallet or provided needed credentials.
• “AI Tools” means any software, model, algorithm, data set, API, or digital resource made available on the MWX that employs artificial intelligence, machine learning, neural networks, natural language processing, computer vision, or related technologies to perform tasks, generate outputs, automate processes, or derive insights, and which is offered by a Vendor to Users under the Vendor’s license and usage terms.
• “Content” refers to all information, data, text, graphics, and other materials made available through the MWX.
• “Cryptocurrency” means a digital asset secured by cryptographic protocols that operates on a decentralized, peer-to-peer blockchain network.
• “Intellectual Property Rights” means all present and future rights related to patents, copyrights, trademarks, trade secrets, and other proprietary rights.
• “MWXT Token” means the native utility token of MWX, used for internal use, Vendor`s fees payment, staking, auto-burn, and incentive rewards in the MWX ecosystem, which can be operated or issued by Company or its affiliates and contractors, if any.
• “Vendor” means a User who is onboarded by separate procedure, described on MWX, and offers, lists, or sells AI tools, models, or related services on the MWX marketplace, subject to these Terms; all Vendors are considered Users for the purposes of this agreement.
• "Wallet" means a digital software or hardware-based tool that enables users to securely store, manage, and interact with cryptographic keys, digital assets, and blockchain networks.

1.4. Eligibility. To use MWX, you must be at least 18 years old and have full legal capacity to enter into binding agreements. If you are under the age of 18 or lack the legal capacity, use the MWX with the explicit permission and supervision of your parent or legal guardian. In such cases, your parent or legal guardian must read and agree to these Terms on your behalf and will be responsible for all activities conducted through MWX.

If you are a parent or legal guardian permitting a minor or someone without full legal capacity to use the MWX, you agree to these Terms on their behalf and assume full responsibility for their compliance with these Terms.

If you are accepting these Terms on behalf of a company or other legal entity, you represent and warrant that you have the legal authority to bind such entity to these Terms. In such cases, the terms “User” “you” and “your” shall refer to both you as an individual and the entity you represent.

1.5. Geographical restrictions. MWX is not available to any person located in, or subject to the jurisdiction of, countries or persons designated by the U.S. Department of the Treasury’s Office of Foreign Assets Control (OFAC) as sanctioned or embargoed. By accessing MWX you represent and warrant that you are not a national, resident, or otherwise covered by any OFAC prohibition, and any circumvention (e.g. via VPN or proxy) constitutes a material breach entitling Company to suspend or terminate your access to MWX.

1.6. MWXT token. MWXT token is the native utility token of MWX, designed solely to facilitate internal processes of MWX, staking, incentivization, and related activities on the MWX. MWXT token does not confer any ownership interest, equity, debt, profit-sharing rights, dividends, or any other financial instrument or security status under any applicable law or regulation, nor does it entitle holders to any governance, voting, or decision-making rights in the Company. The issuance, sale, and use of MWXT may be governed by other applicable policies of the Company or its affiliates and contractors.

2. Scope of Service and Access

2.1. Service Description. MWX is a decentralized, non-custodial business-to-business (B2B) marketplace that facilitates the listing, discovery, access, and licensed use of AI software, models, and related digital tools by allowing Vendors to offer such tools and business Users to obtain access to such AI Tools.

The Company may, at its sole discretion, deploy bug fixes, error corrections, patches, and other improvements that may materially alter the core functionality of the MWX ("Updates"). Any such Updates provided to you will automatically become part of the MWX`s services under these Terms.

2.2. Personal account. To access the full functionality of the MWX, Users may be required to create a personal Account by connecting a supported non-custodial digital Wallet or by providing required credentials as provided on MWX.

A list of compatible Wallets is displayed on the MWX`s “Connect Wallet” page. The MWX may update this list at any time without prior notice. The MWX does not endorse, develop, or control any third-party Wallet. Users are solely responsible for selecting a Wallet that supports the MWX’s blockchain network and token standards.

Users agree to:

• Securely manage their Wallet and other credentials and authorize transactions only through trusted devices;
• Verify all transaction details (e.g., recipient address, gas fees) before confirming on their Wallet interface;
• Immediately disconnect compromised Wallets and report suspicious activity to their Wallet provider.

The MWX disclaims liability for losses due to User negligence (e.g., sharing private keys, phishing attacks).

Users must comply with their Wallet provider’s terms of service, privacy policies, and security protocols when connecting to or using the MWX.

The MWX disclaims liability for:

• Wallet malfunctions, unsupported networks, or service interruptions;
• Disputes between Users and their Wallet providers.

The Vendor represents and warrants that each AI Tool it lists on the MWX:

• fully complies with all applicable local, national, and international laws and regulations; 
• does not infringe or misappropriate any third-party intellectual property rights or moral rights;
• does not contain, promote, or endorse unlawful, defamatory, obscene, harassing, discriminatory, violent, or otherwise objectionable content (including sexual harassment, hate speech, or terrorist material); 
• does not include malware, malicious code, or any functionality designed to compromise the security, privacy, or integrity of Users or their data; and
• is offered under valid licenses and consents for any third-party data, software, or other materials incorporated therein. 

Any breach of these warranties entitles the Company to remove the AI Tool and terminate the Vendor’s access. Company does not warrant and take responsibility for Vendor`s violation of this clause.

2.4. AI Tool purchase. All prices, descriptions, specifications, and other information concerning an AI Tool are supplied solely by the Vendor. The Company makes no representation or warranty as to the accuracy, completeness, or fitness of any such details and disclaims all liability arising therefrom.

Users purchase access AI Tools by making payment on the MWX using applicable payment gateways, as provided on the MWX. The User hereby acknowledges and agrees that payments are processed only by payment gateways and Company has no control over them.

After the payment is processed and confirmed, User automatically obtains access to the chosen AI Tool.

2.5. Fees. For each purchase of the AI Tool, the Vendor shall be entitled to receive a fee in the amount and on the terms specified on the relevant MWX webpage or as otherwise communicated by MWX. The Vendor may elect to receive such fee either in a fiat currency of its choice (subject to MWX’s then-current conversion policies and any applicable fees) or in MWXT Token.

The amount of fee is reasonable, proportionate, and necessary to cover the costs of operating, maintaining, and enhancing the MWX continued work. All fees are non-refundable once charged, regardless of any dispute, cancellation, or failure to access the AI Tool.

The Company reserves the right to amend the fees structure from time to time, provided that any change will be disclosed to Users and Vendors in advance through the MWX.

2.6. Information Accuracy. While the Company takes reasonable measures to ensure the accuracy of data displayed on the MWX, we do not guarantee the accuracy, suitability, reliability, completeness, performance, or fitness of the Service or its Content. You acknowledge that:

- The Company is not liable for any loss or damage arising from:

• Inaccuracies, delays, or omissions in the Content;
• Your inability to access the MWX;

- Transmission failures of instructions or notifications.

2.7. Third-Party Integrations. The MWX may include features provided by third-party vendors. Use of such features is subject to their terms and conditions, and we are not responsible for their content or performance.

2.8. Acceptable Use Policy. By using the MWX, you agree to adhere to the following acceptable use guidelines. Your compliance with these provisions is a condition of your continued access to and use of the MWX:

- Lawful Use: You shall use the MWX exclusively for lawful purposes and in full compliance with these Terms, as well as all applicable local, state, national, and international laws and regulations.

- Preservation of System Integrity: You agree not to engage in any activity that may harm, disable, overburden, or otherwise impair the MWX’s infrastructure or its operation. This includes, but is not limited to, initiating any form of denial-of-service attack, distributing malware, or otherwise interfering with the performance of the MWX.

- Unauthorized Access Prohibition: You shall not attempt to gain unauthorized access to the MWX, its systems, networks, or any data or resources that you are not expressly permitted to access. Any such attempts may result in immediate legal actions.

- Compliance with Guidelines: You agree to comply with all usage guidelines, restrictions, and instructions provided by the Company from time to time, whether these are communicated via these Terms or through other official channels.

- No Endorsement and Preservation of Proprietary Notices: You agree not to imply that any of your statements or actions are endorsed by the Company unless expressly authorized, nor may you remove, alter, or obscure any copyright, trademark, or other proprietary notices appearing on the MWX or related materials.

- Investment Fraud: You are prohibited from promoting fraudulent schemes (e.g., "pump-and-dump" crypto scams, fake airdrops) using MWXT token or MWX.

- Money Laundering: You are prohibited from using MWX to obfuscate illicit fund flows or evade sanctions (e.g., OFAC-prohibited jurisdictions).

- Phishing or other types of scam: You are prohibited from creating fake websites, emails, or social media accounts mimicking MWX to deceive users into connecting Wallets, sharing private keys, recovery phrases, or payment details.

- Scraping Prohibition: You are strictly prohibited from using bots, crawlers, scripts, or other automated tools to extract, collect, or replicate data from MWX without prior written consent. This includes bypassing technical safeguards (e.g., rate limits, CAPTCHA) or overloading our infrastructure. Violations may result in immediate termination of access and legal action under applicable laws.

Failure to comply with these acceptable use provisions may result in:

• Immediate suspension or termination of your access to MWX;
• Technical measures (e.g., IP blocking, bot detection) to prevent further violations;
• Disclosure of your identity and activities to law enforcement, regulatory agencies, or harmed third parties.
• Civil claims for losses caused to the Company or third parties;
• Criminal prosecution under applicable laws;
• Regulatory penalties for breaches of data protection, financial, or sanctions laws.

The Company reserves the right to recover all reasonable costs incurred in enforcing these Terms, including investigation fees, legal expenses, and damages.

3. Intellectual property rights.

3.1. Company`s ownership. The MWX, including any models, interfaces, algorithms, indexes or other software developed by the Company, along with all associated features, functionality, and tools, is protected by copyright, trademark, patent, trade secret, and other intellectual property laws of the Panama and international jurisdictions. You acknowledge and agree that the Website and all related intellectual property rights are the exclusive property of the Company and its licensors. You are prohibited from removing, altering, or obscuring any copyright, trademark, service mark, patent marking, or other proprietary rights notices incorporated in or accompanying the MWX.

3.2. Trademarks. The company name, the term "MWX", “MWXT” and the company logo, and all related names, logos, product and service names, designs, and slogans are trademarks of the Company or its affiliates or licensors. You must not use such marks without the prior written permission of the Company. All other names, logos, product and service names, designs, and slogans on the MWX are the trademarks of their respective owners.

3.3. AI Tool ownership. The Vendor retains all right, title, and interest, including all intellectual property rights, in and to each AI Tool, associated materials, and any modifications, improvements, or derivative works thereof. By listing an AI Tool on MWX, the Vendor hereby grants the Company a worldwide, non-exclusive, royalty-free, transferable license to:

• host, store, display, reproduce, distribute, and make available the AI Tool on the MWX;
• use the AI Tool’s name, description, documentation, screenshots, and related marketing materials in the Company’s promotional materials, professional portfolio, pitch decks, and business development activities; and
• create and distribute aggregated or anonymized data or analytics about AI Tool usage and performance, provided that no personally identifiable information or confidential Vendor data is disclosed.

4. Advertising, Promotions, and Third-Party Links

4.1. Advertising. The MWX may display advertisements, banners, and pop-up messages from the Company and its affiliates or partners. By using the MWX, you consent to the display and delivery of such advertisements, which may change without notice.

4.2. Third-Party Links. The MWX`s Content may contain links to, or otherwise enable access to, third-party websites, resources, services, or content that are not owned, operated, or controlled by the Company. User acknowledges and agrees that the Company does not endorse, monitor, verify, or assume any responsibility for:

- The availability, accuracy, legality, reliability, security, or business practices of such third-party websites, resources, or services;

- Any content, products, services, advertisements, or materials available on or through such third-party platforms;

-  Any transactions, interactions, or disputes between Users and such third parties.

Access to third-party websites or services through the MWX`s Content is provided for convenience only and does not constitute an endorsement, partnership, or affiliation between the Company and any third party. User assumes all risks associated with accessing or using such third-party platforms, and the Company expressly disclaims any liability for any loss, damage, or harm that may arise from such use.

The Company shall not be responsible or liable for any direct, indirect, incidental, consequential, special, or punitive damages, including but not limited to data loss, financial loss, reputational harm, or security breaches, resulting from the use of third-party websites, resources, or services. Users are advised to review the terms, policies, and practices of any third-party website or service before engaging with them.

5. Disclaimers and Limitation of Liability

5.1. Service Provided “AS IS”. The MWX and its Services are provided on an "as is" and "as available" basis, without any express or implied warranties of any kind. The Company expressly disclaims all warranties, whether express, implied, statutory, or otherwise, including but not limited to any warranties of merchantability, fitness for a particular purpose, non-infringement, title, or that the MWX’s Content or services will be accurate, error-free, uninterrupted, secure, or free of harmful components. Users are solely responsible for verifying any information obtained through the MWX before relying on it for any purpose.

5.2. No Guarantee of Uninterrupted Service. We do not warrant that the MWX will be continuous, error-free, secure, or free of viruses, malware, or other harmful components.

5.3. Limitation of Liability. To the maximum extent permitted by law, in no event shall the Company, its affiliates, officers, directors, employees, contractors, licensors, or agents be liable for any direct, indirect, incidental, special, consequential, exemplary, or punitive damages, including but not limited to lost profits, lost revenues, lost data, business interruption, reputational harm, or any other losses arising out of or in connection with:

• The use of, inability to use, or reliance on the MWX or its Content;
• Any inaccuracies, errors, or omissions in the MWX`s Content;
• Any third-party actions or work of AI Tools displayed on the MWX; or
• Any modifications, discontinuation, suspension, or termination of the MWX or its services.

This limitation applies regardless of the legal theory of liability, whether based on contract, tort, negligence, strict liability, or any other cause of action, and whether or not the Company was advised of the possibility of such damages.

If, notwithstanding the foregoing, the Company is found liable for any claims arising from or related to the use of the MWX, Company`s aggregate liability shall in no event exceed the amount of $5 000 (five thousand US dollars).

Some jurisdictions may not permit the exclusion or limitation of certain damages; in those cases, the limitations shall apply to the maximum extent permitted.

5.4. Risk Acknowledgment. By accessing or using the MWX, you expressly acknowledge, accept, and assume all risks associated with AI and blockchain technologies, including but not limited to:

• Cryptocurrency Volatility: The value of tokens, and other digital items is inherently subjective and volatile, and you may lose financial value permanently.
• Ownership Disputes: AI Tools or their components may be subject to claims of ownership, authenticity, or intellectual property rights by third parties.
• Ecosystem Risks: The utility and value of tokens depend on the adoption, functionality, and growth of blockchain ecosystems, which may fail or evolve unpredictably.
• Regulatory Uncertainty: Laws governing AI and blockchain technologies are unsettled and may adversely impact the MWX’s operations or your assets.
• Tax Obligations: You are solely responsible for determining, reporting, and remitting all taxes (e.g., income, sales, VAT) arising from MWX transactions, rewards, or promotions. You agree to indemnify the MWX for any tax-related liabilities or claims.
• Internet and Security Risks: Use of the MWX may expose you to cyberattacks, unauthorized access to your Wallet or Account, or internet disruptions.
• Third-Party Dependencies: The MWX relies on third-party services (e.g., blockchain networks, cloud providers), and disruptions to these services may impair functionality.
• AI Tool risks: The Company merely provides the platform and technical resources for accessing AI Tools and is not responsible for the functionality, performance, accuracy, or any actions of Vendors. All risks arising from the use of AI Tools and reliance on Vendor-provided Content are borne solely by the User.

You irrevocably waive any claims against the MWX arising from these risks. This list is not exhaustive, and additional risks may exist as described elsewhere in these Terms.

6. Indemnification. You agree to indemnify, defend and hold harmless the Company, our subsidiaries, affiliates, partners, officers, directors, agents, contractors, licensors, service providers, subcontractors, suppliers, interns and employees, harmless from any claim or demand, including reasonable attorneys’ fees, made by any third-party due to or arising out of your breach of these Terms or the documents they incorporate by reference, or your violation of any law or the rights of a third-party using MWX

7. Modification and Termination of Access.

7.1. Modification to Terms. The Company reserves the exclusive right to amend these Terms at any time. The amended Terms will be published on the MWX ([LINK[2] ]) with a revised "Last Updated" date in the header. Continued use of the MWX after the effective date of the revised Terms constitutes your acceptance of the changes. We recommend that you review these Terms periodically.

7.2. Access termination. The Company reserves the right to immediately suspend or terminate your access to the MWX without prior notice if we have reasonable grounds to suspect that you have:

• Violated the Acceptable Use Policy;
• Engaged in any illegal activities using the MWX; or
• Violated these Terms in any other way.

8. Governing Law, Jurisdiction, and Dispute Resolution

8.1.     Governing Law. These Terms shall be governed by and construed in accordance with the laws of Panama, without reference to any conflict of law principles. This means that regardless of where you reside or use our services, the laws of Panama will exclusively apply.

8.2.     Initial Negotiations. In the event of any dispute or claim arising out of or relating to these Terms or your use of the MWX, both parties (i.e., you and the Company) agree to first attempt to resolve the matter through good faith negotiations. We encourage open communication and a mutual effort to settle any issues before proceeding further.

8.3.     Mediation. If a resolution cannot be reached through negotiation, both parties agree to submit the dispute to mediation. The mediator shall be chosen by mutual agreement. If you and the Company are unable to agree on a mediator within a reasonable timeframe, the Company will appoint a mediator on behalf of both parties. Mediation is intended to be a non-binding process aimed at facilitating an amicable resolution.

8.4.     Binding Arbitration. Should mediation fail to resolve the dispute, the parties agree to resolve the matter through binding arbitration. The arbitrator will be selected by mutual agreement. If no mutual agreement can be reached regarding the selection of an arbitrator, the Company shall have the authority to appoint one.

8.5.     Litigation as a Last Resort. In the unlikely event that both mediation and arbitration fail to resolve the dispute, either party may pursue litigation. Any such litigation shall be brought exclusively in the competent courts of Panama.

8.6.     Language of Proceedings. All negotiations, mediation sessions, arbitration hearings, and any subsequent litigation proceedings shall be conducted exclusively in the English language.

8.7.     Time Limit for Claims. Any claim or cause of action arising from or relating to these Terms or the use of the MWX must be initiated within one (1) year from the date the cause of action arises. If a claim is not brought within this timeframe, it will be deemed waived and barred.

9. Notices. Any notices or communications permitted or required under these Terms must be provided in writing by the Company. Such communications may be delivered by:

• sending an email to the address you have provided to our customer support; or

• posting on the MWX.

For any notice sent via email, the date on which the email is transmitted shall be deemed the date of receipt.

10. Additional Provisions

10.1. Severability. If any provision of these Terms is found by an arbitrator or court of competent jurisdiction to be invalid, void, or unenforceable, in whole or in part, such provision shall be enforced to the maximum extent permitted under applicable law, and the remaining provisions shall continue in full force and effect.

10.2. Entire Agreement. These Terms, together with our Privacy Policy and any other documents expressly incorporated herein, constitute the entire agreement between you and the Company regarding the use of the MWX.

10.3. Assignment. The Company may assign or transfer these Terms, in whole or in part, without notice. You may not assign or transfer any rights or obligations under these Terms without our prior written consent.

10.4. Waiver. The failure of the Company to enforce any provision of these Terms shall not constitute a waiver of that provision or any other provision.

10.5. Headings. Section headings are for convenience only and shall not affect the interpretation of these Terms.

11. Contact and Support

11.1. Support. For any questions, concerns, or issues regarding these Terms or the Service, please contact our support team via appropriate channels provided on MWX or [email protected]. 

11.2. Feedback. Any feedback you provide regarding the MWX may be used by the Company for improving the MWX without any obligation to you.

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