Terms & Conditions
TRADING PLATFORM AND WEBSITE TERMS AND CONDITIONS
1. Scope of Terms
1.1. These Trading Platform and Website Terms and Conditions (the “Terms”) govern:
1.1.1. your use and access of the “Channels”, which means all or any of the following:
(a) the trading platform operated by or on behalf of:
(i) Asia Digital Exchange Pte. Ltd. (“ADX”) which allows for the trading of Security Tokens;
(ii) Asia Digital Asset Exchange Pte. Ltd. (“ADA”) which allows for the trading of Digital Payment Tokens; and
(iii) Asia Digital Derivatives Pte. Ltd. (“ADDE”) which allows for the trading of Contracts,
(each of the above entities hereinafter referred to as “AsiaNext”, “we”, “us”, and “our”) and which is made accessible in such manner as may be prescribed by AsiaNext from time to time (the “Trading Platform”),
(b) any mode of access to the Trading Platform as set out in the respective Rules; and
(c) the website of AsiaNext which is or will be made available to and accessible by Members and/or Issuers at such location or other successor or replacement location as may be prescribed by AsiaNext from time to time (the “Website”);
1.1.2. your use and access of all information, images, links, sounds, graphics, video, software, applications and other materials displayed or made available through the Channels and the functionalities or services provided by the Channels (collectively, the “Content”); and
1.1.3. AsiaNext’s role and responsibilities in connection with your use of the Trading Platform to deal in the Contracts, the Security Tokens and the Digital Payment Tokens.
1.2. These Terms apply to all Members and Issuers, and all other users or visitors to the Channels and/or Content. By “you“, “your” or “yours”, we mean each Member and/or Issuer, and each user or visitor to the Channels and/or Content, individually, including any authorised users of any Member and/or Issuer
1.3. By accessing and/or using the Channels or the Content, or holding, listing (where applicable), trading and/or purchasing any Security Token, Digital Payment Token or any Contract, you are indicating your acceptance and agreement to these Terms. If you do not accept these Terms, you must stop using/accessing the Channels and the Content, and you must cease to hold, list, trade and/or purchase any and all Security Tokens, Digital Payment Tokens, and Contracts.
1.4. AsiaNext may from time to time amend or update these Terms, to ensure that these Terms are consistent with future developments, industry trends and/or any changes in legal or regulatory requirements, or as we deem appropriate. Such changes will be published here and effective and binding on you upon publication or such other timing as AsiaNext may specify in writing. Please check these Terms regularly. You agree that any notification of amendments in the manner as aforesaid shall be sufficient notice to you, and your continued access and/or use of the Channels and/or the Content, or holding, listing (where applicable), trading and/or purchasing any Security Token, Digital Payment Token or any Contract, shall constitute an affirmative acknowledgement by you of the amendments and shall be deemed to be your acceptance of the revised terms.
1.5. These Terms apply in addition to the relevant Rules. In the event of any contradiction or inconsistencies between these Terms and the relevant Rules, the Rules shall prevail to the extent of such contradiction or inconsistency.
2. Definitions and Interpretation
2.1. The following terms shall have the following meanings when used in these Terms unless the context otherwise requires:
(a) “Applicant” means any applicant seeking admission as an Issuer.
(b) “Business Day” means a day on which banks are open for general banking business in Singapore (not being a Saturday, Sunday or public holiday in Singapore).
(c) “Contract” means an instrument, contract, or transaction, or class of instruments, contracts or transactions listed by ADDE for trading on the Platform, and includes a DPT Derivatives Contract;
(d) “Digital Payment Tokens” means any “digital payment token”, as defined in the Payment Services Act 2019 of Singapore, which are available for trading on the Trading Platform, as may be added, removed or replaced from time to time.
(e) “Rules” means the provisions of the rulebooks entitled (i) “Exchange Rules – Digital Payment Tokens” that is published by ADA; “Exchange Rules – Security Tokens” that is published by ADX; and (ii) “AsiaNext Derivatives Trading Rules” that is published by ADDE, which set out the requirements and obligations applying to Applicants, Members and/or Issuers on the Trading Platform, as applicable, and as may from time to time be amended, modified, supplemented or replaced.
(f) “Listing Rules” means the rulebook entitled “AsiaNext – STO Listing Rules” that governs the listing of Security Tokens on ADX, as may from time to time be amended, modified, supplemented or replaced.
(g) “Issuer” means a person issuing or proposing to issue Security Tokens who has been approved for this in accordance with the Rules and whose status as an Issuer is valid and subsisting (whether or not suspended).
(h) “Member” has the meaning as defined in the Rules.
(i) “Security Token” has the meaning as defined in the Listing Rules.
(j) “U.S. Person” has the meaning as defined in the Rules, and presently means: (i) a natural person resident in the United States; (ii) a partnership, corporation, trust, investment vehicle, or other legal person organized, incorporated, or established under the laws of the United States or having its principal place of business in the United States; (iii) an account (whether discretionary or non-discretionary) of a U.S. person; (iv) an estate of a decedent who was a resident of the United States at the time of death; or (v) a “U.S. Person” as defined under Rule 902 of Regulation S of the Securities Act of 1933, as may be amended from time to time. “Principal place of business” means the location from which the officers, partners, or managers of the legal person primarily direct, control, and coordinate the activities of the legal person. With respect to an externally managed investment vehicle, this location is the office from which the manager of the vehicle primarily directs, controls, and coordinates the investment activities of the vehicle.
(k) “Venue Requirements” means the provisions of the Rules, the Listing Rules, these Terms, and any other terms, rules and requirements that are published by AsiaNext pertaining to Applicants, Issuers and/or Members, the trading of Digital Payment Tokens or Contracts, and the purchase, listing and/or trading of Security Tokens and/or the Trading Platform, as may from time to time be amended, modified, supplemented or replaced.
2.2. Unless the context requires otherwise:
(a) the headings for each clause are for descriptive purposes only;
(b) any words or terms importing the singular shall, where the context permits, include the plural and vice versa;
(c) the meaning of general words is not limited by specific examples introduced by expressions such as, “including”, “for example”, “such as”, or such similar expressions, and the word “includes” or “including” as used herein shall be construed to mean “includes without limitation” or, as the case may be, “including without limitation”;
(d) any words or terms importing the masculine gender shall include the feminine gender and shall, where the context permits or requires, include a partnership, incorporated company or any other association, entity or other organization;
(e) a reference to any agreement or document is to that agreement or document (and, if applicable, any of its provisions) as amended, novated, supplemented or replaced from time to time;
(f) a reference to any legislation or legislative provision is that legislation or legislative provision in Singapore and includes any statutory modification or re-enactment of, or legislative provision substituted for, and any subordinate legislation issued under, that legislation or legislative provision;
(g) a reference to a “person” includes an individual, a body corporate, a partnership, a joint venture, an unincorporated association and an authority;
(h) a reference to “in writing” means in legible form and capable of reproduction on paper, and includes electronic communication;
3. Use and Access
3.1. You agree to abide by all applicable laws in the use and/or access of the Channels and/or the Content. You agree to comply with any and all guidelines, notices, rules and policies pertaining to the use and/or access of the Channels and/or the Content, as well as any amendments, issued by us from time to time. We reserve the right to revise these guidelines, notices, rules and policies at any time and such changes will be published here and effective and binding on you upon publication or such other timing as AsiaNext may specify in writing.
3.2. We may, from time to time and without giving any reason or prior notice, upgrade, modify, suspend or discontinue the provision of or remove the Channels and/or Content (whether in whole or in part), and shall not be liable if any such upgrade, modification, suspension or discontinuation prevents you from accessing and/or using the Channels and/or Content or any part thereof.
3.3. You agree and undertake not to: (i) use or upload, in any way, any software or material that contains, or which you have reason to suspect contains, computer virus or other malicious, destructive or corrupting code, agent, program or macros (including those which may impair or corrupt the Channels or the Content or damage or interfere with the operation of another user’s computer or mobile device or the Channels); (ii) post, promote or transmit any materials or information through the Channels which are or may be illegal, misleading, incomplete, erroneous, offensive, indecent, defamatory or which may not be lawfully disseminated under applicable laws or which are otherwise objectionable; (iii) use the Channels or the Content other than in conformance with the acceptable use policies of any connected computer networks, any applicable Internet standards and any other applicable laws, or view, listen to, download, print or use the Content other than as allowed under applicable laws; or (iv) impersonate any person or entity or falsely state or otherwise misrepresent your affiliation with any person or entity.
3.4. With respect to all contents of transmissions or communications you make or submit through the Channels, we shall be free to reproduce, use, disclose, host, publish, transmit and distribute all such contents of transmissions or communications or any part thereof to others without limitations, and you hereby grant to us and our agents, a non-exclusive, world-wide, royalty-free, irrevocable licence and right to do the same.
3.5. You acknowledge and agree that any records created and maintained by AsiaNext of the communications, transactions, instructions or operations made or performed, processed or effected through or in relation to the Channels or the Content by you or any person purporting to be you, acting on your behalf or purportedly acting on your behalf, with or without your consent, shall be binding on you for all purposes whatsoever and shall be conclusive evidence of such communications, transactions, instructions or operations.
3.6. Under no circumstances shall it be construed that, in case of your access to and use of systems, services, content, materials, products or programmes of any third party, AsiaNext is a party to any transaction, if any, between you and such third party or that AsiaNext endorses, sponsors, certifies, or is involved in the provision of such systems, services, content, materials, products or programmes contained in or provided on or via the Channels and/or the Content and AsiaNext shall not be liable in any way for your access to and use of systems, services, content, materials, products or programmes of any third party, or for purchases or subscription made in relation thereto, each of which shall be your responsibility or that of the relevant third party.
3.7. You acknowledge and agree that you will be solely responsible for any access or use of third party systems, services, content, materials, products or programmes contained in or provided on or via the Channels and/or the Content. If you access or use such third party systems, services, content, materials, products or programmes, you must comply with the relevant terms and conditions for the access or the use thereof.
3.8. You acknowledge and agree that AsiaNext prohibits U.S. Persons from accessing the Channels, the Content and/or otherwise using any service provided by AsiaNext in relation to the Channels and/or the Content (the “Services”). AsiaNext reserves the right to restrict your access to the Channels and/or the Content if you are found to:
3.8.1. be accessing the Channels, Content and/or the Services from the United States;
3.8.2. have given false representations as to your location, place of incorporation or establishment, citizenship or place of residence, or
3.8.3. be trading or facilitating access to the Channels and/or the Content on behalf of a U.S. Person.
AsiaNext may, at its discretion, implement controls to restrict access to the Channels, the Content and/or the Services. You acknowledge, agree and understand that if you travel to the United States, the Services will not be available and your access to the Channels, the Content and/or the Services will be blocked, except in cases of emergency as determined by AsiaNext, at its discretion. You acknowledge that this may impact your ability to trade on the Channels, access the Content, communicate with AsiaNext, or otherwise use the Services.
4. No warranty
4.1. The Channels and the Content are made available on an “as is” and “as available” basis, and at your sole risk.
4.2. AsiaNext assumes no responsibility and makes no representation or warranty of any kind, implied, express or statutory, including any warranties: (i) of title, non-infringement of third party rights, merchantability, satisfactory quality or fitness for a particular purpose of the Channels, and/or the Content; (ii) on the accuracy, timeliness, adequacy, reliability, validity or completeness of the Channels, materials or information contained in the Channels and/or the Content; (iii) that the Content or that the Channels will be provided uninterrupted, secure or free from errors or omissions, or that any identified defect will be corrected; (iv) that the Channels and/or the Content will meet the requirements of any persons or are free from any computer virus or other malicious, destructive or corrupting code, agent, program or macros; (v) on the security of any information transmitted by or to you through the Channels or in relation to the Channels and/or Content or that there would be no delay, interruption or interception in data transmission. You accept the risk that any information transmitted or received through the Channels may be accessed by unauthorised third parties, and that transactions over the Internet may be subject to interruption, transmission blackout, delayed transmission due to internet traffic or incorrect data transmission due to the public nature of the Internet. Regardless of any security measures taken by AsiaNext, AsiaNext shall assume no responsibility whatsoever for any loss or expense resulting from such delays, interruptions and/or interceptions. AsiaNext disclaims all liability for any errors, delays or omissions in the Channels and/or the Content, or for any action taken in reliance thereon.
4.3. The Trading Platform is an electronic facility and quotes, orders, acceptances, acknowledgements, and other instructions or other communications given by the you to or through AsiaNext through the Trading Platform, e-mail, telephone or any other electronic mode of communication are subject to the risks inherent in those modes of communication including but not limited to the risk of miscommunication, forgery, impersonation, any latencies or delays, or fraud. You accept the risks inherent in any of the above modes of communication which you elect to use and agrees to be bound by any quotes, orders, acceptances, acknowledgements, instructions or other communications which AsiaNext or any other Issuer or Member in good faith believes to have been given by you.
4.4. Any materials, information, view, opinion, projection or estimate presented via the Channels and/or as part of the Content is made available by AsiaNext for informational purposes only, and is subject to change without notice. You must make your own assessment of the relevance, timeliness, accuracy, adequacy, commercial value, completeness and reliability of the materials, information, view, opinion, projection or estimate provided in the Channels or the Content and such independent investigations as you may consider necessary or appropriate for the purpose of such assessment. Any view, opinion, projection or estimate provided or made available through the Channels and/or the Content is made on a general basis and is not to be relied on by you as advice. Accordingly, no warranty whatsoever is given by AsiaNext and no liability whatsoever is accepted by AsiaNext for any loss arising whether directly or indirectly as a result of you acting on any materials, information, view, opinion, projection or estimate provided in or made available through the Channels and/or the Content.
4.5. The Channels and the Content are not intended to provide specific investment, tax or legal advice or to make any recommendations about the suitability of any investments or products for any particular investor. The Channels provide only general information on certain investment products. We do not provide, and the provision of such information must not be construed as us providing, financial advice or recommendation for any investment product. The availability of any Content on, or the grant of access or use of, our Channels should not be taken in any way as an inducement to trade or a solicitation for orders or entry into any legal relations, nor taken as intended in any way to prompt any action or decision on your part whether to undertake or consider undertaking any investment decision or otherwise. No consideration has been given to the specific investment objective, financial situation and particular needs of any specific person, and the information herein should not be used as a substitute for any form of advice. The Content available through our Channels should therefore not be relied upon in relation to any investment decision, trading activity or order placed by you. You should seek your own independent financial, legal, regulatory, tax or other advice before making an investment in the investments or products. In the event that you choose not to seek advice from a relevant adviser, you should consider whether the investment or product is suitable for you.
4.6. AsiaNext makes no representation that the Content and/or Content provided on or via the Channels is appropriate or available for use and/or access in other locations except Singapore. If you use and/or access the Channels from locations other than those specified in this paragraph, you are responsible for compliance with applicable local laws.
4.7. Where the Channels contains hypertext links to third party websites, such links are not an endorsement by AsiaNext of any content, products or services provided on or via such websites. The use of such links is entirely at your own risk and AsiaNext accepts no responsibility or liability for the content, use or availability of such websites or for the relevance, timeliness, accuracy, adequacy, commercial value, completeness or reliability of any content, products or services contained in or provided on or via such websites. AsiaNext makes no representations or warranties as to having reviewed or verified the relevance, timeliness, accuracy, adequacy, commercial value, completeness or reliability of the content, products or services of such websites.
4.8. Without prejudice to other provision in these Terms, AsiaNext, and their related corporations and any of their directors, officers, employees, representatives, third party service providers and agents (collectively “Indemnitees”), shall not be liable to any person (even if AsiaNext or its agents or employees may have been advised of, or otherwise might have anticipated, the possibility of such losses, liabilities, damages, costs or expenses) for any losses, liabilities, damages, costs or expenses (including any direct, indirect, incidental, special, consequential or punitive damages or economic loss or any claims for loss of profits or loss of use) whatsoever or howsoever caused (regardless of the form of action) arising directly or indirectly from or in connection with the Channels and/or Content, and/or any of the following: (i) any access, use, misuse or inability to access or use the Channels and/or Content, or reliance on the Content; (ii) any system, server or connection failure, error, omission, interruption, interception or delay in transmission. or computer virus or other malicious, destructive or corrupting code, agent, program or macros; (iii) any use of and/or access to any third party websites linked to or provided through the Channels; or (iv) any services, products, information, data, software or other material obtained or downloaded from the Channels and/or the Content or from any third party websites linked to or provided through the Channels.
5. Intellectual property
5.1. AsiaNext or its licensor(s) reserves and retains all rights (including copyrights, trademarks, patents as well as any other intellectual property right) in relation to the products, services and all content, information and data contained in or provided on or via the Channels and/or the Content (including all texts, graphics and logos). You may not do anything that will violate or infringe such intellectual property rights and, in particular, you shall not copy, download, publish, distribute, transmit, disseminate, sell, broadcast, circulate, exploit (whether for commercial benefit or otherwise) or reproduce any of the information or content contained in or provided on or via the Channels or the Content in any form without the prior written permission of AsiaNext or its licensor(s). Further, no part or parts of the Channels or any Content may be reproduced, distributed, republished, displayed, broadcast, hyperlinked, mirrored, framed, transferred or transmitted in any manner or by any means or stored in an information retrieval system without the prior written permission of AsiaNext or its licensor(s). Subject to other applicable terms, guidelines, notices, rules and policies, AsiaNext grants you a non-transferable, non-exclusive, revocable, limited license to use and access the Channels and the Content solely for your own personal, informational and non-commercial use, provided that you do not modify the Content and that you retain all copyright and other proprietary notices contained in the Content. Save as expressly provided otherwise in these Terms, you acknowledge that you are not granted any licence, interest or right by virtue of your use of or access to the Channels and/or Content.
5.2. Links to the Channels or any Content are not permitted without the prior written consent of AsiaNext.
6. Privacy and cookie policy
6.1. We will manage any personal data that we collect through the Channels or we otherwise obtain in connection with the Channels and/or our products/services in accordance with our Privacy Policy, which shall form part of these Terms. You can access our Privacy Policy at our Website at www.asianext.com.
7. Indemnity
7.1. You will indemnify us against any liability, loss, damage, including solicitor and client costs and expenses (legal or otherwise) which we may sustain or incur, directly or indirectly, by reason of our having made available the Channels and the Content or having entered into these Terms with you or enforcement of our rights under these Terms or in acting upon any instructions which you may give in relation to the Channels and/or the Content or any negligence, fraud and/or misconduct on your part or your breach of these Terms.
8. Termination
8.1. You agree that AsiaNext may, at its discretion, deny you access to the Channels and/or the Content for any reason, including if AsiaNext believes that you have violated or acted inconsistently with any terms or conditions set out herein, or if in AsiaNext’s opinion or the opinion of any regulatory authority, it is not suitable to continue providing the services relating to the Channels and/or the Content.
9. Further Acknowledgements
9.1. Each Member/Issuer agrees and acknowledges that, in relation to the services provided by AsiaNext in connection with the Channels:
9.1.1. Each Member/Issuer agrees and acknowledges that any records created and maintained by AsiaNext of the communications, transactions, instructions or operations made or performed, processed or effected through or in relation to the Channels or in relation to the Contracts, Security Tokens and/or Digital Payment Tokens by such Member/Issuer or any person purporting to be such Member/Issuer, acting on behalf or purportedly acting on behalf of such Member/Issuer, with or without the consent of such Member/Issuer, shall be binding on such Member/Issuer for all purposes whatsoever and shall be conclusive evidence of such communications, transactions, instructions or operations;
9.1.2. Each Member/Issuer agrees and acknowledges that AsiaNext shall not be under any duty to enquire into, investigate or ascertain whether any instruction, request or transaction is authentic, legal, valid or enforceable (as the case may be), whether any transaction or the underlying contract connected with such transaction is void or voidable, or whether any transaction is permitted under the applicable Security Tokens terms and conditions. AsiaNext shall be entitled to assume that all instructions, requests or transactions are authentic, legal, valid and enforceable (as the case may be), that all transactions and the underlying contracts connected with such transactions are not void or voidable, and that all transactions are permitted under the relevant Security Tokens terms and conditions and AsiaNext shall be under no duty to reject, reverse, adjust or modify any instruction, request or transaction by reason that it was not legal, valid or enforceable, that any transaction or the underlying contract connected with such transaction is void or voidable, or that any transaction is not permissible under the relevant Security Tokens terms and conditions. Notwithstanding the foregoing, where AsiaNext seeks verification, confirmation or clarification of any instruction, request or transaction received, it shall not be liable to the Member/Issuer for any losses whatsoever in relation to any delay resulting from AsiaNext seeking verification, confirmation or clarification or from any refusal to act where AsiaNext does not receive in its discretion satisfactory confirmation or clarification of such instruction, request or transaction; and
9.1.3. Without prejudice to the generality of the relevant provisions in the Terms, each Member/Issuer agrees and acknowledges that any use or purported use of or access to or purported access to the Channels, Security Tokens and/or Digital Payment Tokens and any information, data, instructions or communications, whether or not authorised by such Member/Issuer, referable to the relevant account number (as defined in the Rules) shall be binding upon such Member/Issuer deemed to be: (a) use of or access to the Channels, Security Tokens and/or Digital Payment Tokens by such Member/Issuer; and/or (b) information, data, instructions or communications transmitted and validly issued by such Member/Issuer. AsiaNext shall be entitled (but not obliged) to act upon, rely on and/or hold such Member/Issuer solely responsible and liable in respect thereof as if the same were carried out, transmitted or validly issued by such Member/Issuer.
9.2. In respect of the trading of Security Tokens, each Member further agrees and acknowledges that the Issuers are not subject to disclosure and prospectus requirements under Part XIII of the Securities and Futures Act 2001 and AsiaNext’s admission of Issuers are not subject to the Monetary Authority of Singapore’s oversight.
9.3. By purchasing, trading and/or holding the Security Tokens and/or Digital Payment Tokens and/or positions in the Contracts, each Member/Issuer expressly acknowledges and assumes the risks set out below:
9.3.1. Risks arising from the unregulated nature of Digital Payment Token derivatives contracts and unregulated status of ADDE: The Contracts listed for trading on ADDE do not fall within the definition of “derivatives contracts” under the SFA and are unregulated products in Singapore. In particular, payment token derivatives (“PTDs”) are derivatives contracts that reference Digital Payment Tokens as underlying assets. MAS has taken the position that PTDs as a general asset class are not yet suitable to be regulated and MAS does not regulate PTDs unless they are offered by an Approved Exchange under the SFA.
9.3.2. This means that the trading of the Contracts on ADDE is not a regulated or licensable activity in Singapore and, until such time where there are changes to the existing regulations, ADDE do not fall within the regulatory purview and oversight of the MAS. Whilst ADDE will, to the extent possible, adopt institutional-grade controls and policies and risk management processes in respect of its operations of the Trading Platform, Members on ADDE are not afforded the same regulatory protection as an investor or client on a licensed market operator.
9.3.3. Risks arising from no governance rights in respect of a Member holding Security Tokens: Save as set out in the applicable Security Tokens terms and conditions, the Security Tokens confer no governance rights of any kind on a Member holding such Security Tokens with respect to the relevant Issuers or their related corporations. Accordingly, all decisions involving the relevant Issuers and their related corporations will be made by the relevant Issuers and their related corporations at their discretion, including decisions to create and sell more Security Tokens, or to sell or liquidate the Issuers and their related corporations. These decisions could adversely affect the value of the Security Tokens.
9.3.4. Regulatory risks: It is possible that certain jurisdictions will apply existing regulations on, or introduce new regulations addressing, blockchain technology or trading in Digital Payment Tokens or its derivatives, which may be contrary to the Contracts (that references Digital Payment Tokens), the Security Tokens and/or the Digital Payment Tokens and which may, inter alia, have a materially adverse impact on the tradability and/or price of the Contracts, the Security Tokens and/or Digital Payment Tokens.
9.3.5. Risks associated with taxation: The tax treatment of an investment in the Digital Payment Tokens and/or Security Tokens is uncertain and varies as between jurisdictions. They may be considered assets in certain jurisdictions and currency in others. Direct and indirect taxes such as income or capital gains, stamp duty, sales, goods and services, or value-added taxes may be imposed on transactions in Digital Payment Tokens, Contracts (that references Digital Payment Tokens) and/or Security Tokens. Additionally, foreign tax authorities or other regulators may require banks, custodians or exchanges to report details on an investor’s holdings and, in some cases, require banks, custodians or exchanges to withhold taxes on investments on behalf of investors, to be paid to foreign tax authorities. Investors are recommended to seek specific tax advice to understand the tax treatment of their investments in Digital Payment Tokens, Contracts (that references Digital Payment Tokens) and/or Security Tokens.
10. Further Warranties
10.1. Each Member/Issuer hereby represents, warrants and undertakes to AsiaNext that:
10.1.1. it is not a U.S. Person;
10.1.2. such Member/Issuer is purchasing the Contracts, Security Tokens and/or Digital Payment Tokens with funds which are from legitimate sources and which do not constitute the proceeds of criminal conduct, or realisable property, or the proceeds of terrorism financing or property of terrorists, within the meaning given in the Corruption, Drug Trafficking and Other Serious Crimes (Confiscation of Benefits) Act 1992 of Singapore and the Terrorism (Suppression of Financing) Act 2002 of Singapore, respectively (or any other equivalent law in a jurisdiction outside Singapore) and which are not derived from or related to any unlawful activities. Such Member/Issuer further undertakes not to use the Contracts, the Security Tokens and/or Digital Payment Tokens to finance, engage in, or otherwise support any unlawful activities;
10.1.3. such Member/Issuer’s purchase, ownership, receipt and/or possession of the Contracts, the Security Tokens and/or Digital Payment Tokens complies with (and is not in breach of) any applicable law, including: (i) legal capacity and any other threshold requirements in such Member/Issuer’s jurisdiction for such purchase, ownership, receipt and/or possession; (ii) any foreign exchange or regulatory restrictions applicable to such purchase, ownership, receipt and/or possession; and (iii) any governmental or other consents that may need to be obtained;
10.1.4. such Member/Issuer is not a citizen or resident, or a company or other legal entity incorporated in a geographic area, in which the purchase, ownership, receipt or possession of the Contracts, the Security Tokens and/or Digital Payment Tokens (including the receipt of any rights and benefits, and the undertaking of any obligations and liabilities, in connection with the Contracts, the Security Tokens and/or Digital Payment Tokens) is prohibited by any applicable law; and
10.1.5. such Member/Issuer will comply with any applicable tax obligations (including in such Member/Issuer’s jurisdiction) arising from his purchase, ownership, receipt and/or possession of the Contracts, the Security Tokens and/or Digital Payment Tokens.
11. Disclaimers
11.1. “As is” basis of Channels
11.1.1. The Channels are made available on an “as is” and “as available” basis, and at the Member/Issuer’s sole risk. AsiaNext assumes no responsibility and makes no representation or warranty of any kind, implied, express or statutory, including any warranties: (i) of title, non-infringement of third party rights, merchantability, satisfactory quality or fitness for a particular purpose of the Channels; (ii) on the accuracy, timeliness, adequacy, reliability, validity or completeness of the Channels; (iii) that the purchase, issuance, trading and/or use of the Contracts, Security Tokens and/or Digital Payment Tokens will be uninterrupted, secure or free from errors or omissions, or that any identified defect will be corrected; (iv) that the Channels will meet the requirements of any persons or are free from any computer virus or other malicious, destructive or corrupting code, agent, program or macros; (v) on the security of any information transmitted by or to Members/Issuers through the Channels or in relation to the Channels, any Contract, Security Token and/or Digital Payment Token or that there would be no delay, interruption or interception in data transmission. Each Member/Issuer accepts the risk that any information transmitted or received through the Channels may be accessed by unauthorised third parties, and that transactions over the Internet may be subject to interruption, transmission blackout, delayed transmission due to internet traffic or incorrect data transmission due to the public nature of the Internet. Regardless of any security measures taken by AsiaNext, AsiaNext shall assume no responsibility whatsoever for any loss or expense resulting from such delays, interruptions and/or interceptions. AsiaNext disclaims all liability for any errors, delays or omissions in the Channels or in relation to the Channels, any Contract, Security Token and/or Digital Payment Token, or for any action taken in reliance thereon.
11.2. Exclusion of liability
11.2.1. Without prejudice to other parts of the Rules, ADDE, ADX, ADA and its Affiliates, and any of their directors, officers, employees, representatives, third party service providers and agents, (collectively “Indemnitees”) shall not be liable to any person (even if AsiaNext or its agents or employees may have been advised of, or otherwise might have anticipated, the possibility of such losses, liabilities, damages, costs or expenses) for any losses, liabilities, damages, costs or expenses (including any direct, indirect, incidental, special, consequential or punitive damages or economic loss or any claims for loss of profits or loss of use) whatsoever or howsoever caused (regardless of the form of action) arising directly or indirectly from or in connection with the Channels (including the operation thereof), the Contracts, the Security Tokens and/or Digital Payment Tokens, any Member or Issuer (including any action taken by, or any inaction of, such Member of Issuer), and/or any of the following:
(i) any breach of or delay or failure to comply with the Terms by any Indemnitee or any of the Members or Issuers, any action taken by, or any inaction of, any Indemnitee or any of the Members or Issuers in connection with the Terms or any applicable laws or regulations;
(ii) any claim made by any Member, Issuer or person on the basis of the Terms;
(iii) any negligent act or omission or wilful default, misconduct or fraud or unlawful act of any Indemnitee, Member or Issuer;
(iv) any breach of any warranty or representation made by any person in any of the Terms;
(v) any suspension, interruption or closure of the Channels;
(vi) the exercise or non-exercise by an Indemnitee in any decision-making power or discretion;
(vii) any determination, decision or ruling of any Indemnitee and/or committees established or persons appointed by AsiaNext pursuant to the Rules;
(viii) any failure, error, omission or negligence of any Indemnitee;
(ix) any Member’s or Issuer’s use, misuse or inability to use the Channels or Security Tokens;
(x) any technical, system, server or connection failure, error, omission, interruption, delay in transmission, computer virus or other malicious, destructive or corrupting code, agent program or macros;
(xi) any Member’s failure to implement reasonable measures to secure its accounts or the relevant access credentials or any loss of or unauthorised use of any access credentials;
(xii) any technical and/or system failure of the Channels or services offered by AsiaNext; or
(xiii) any claim by any third party against any of the Indemnitees arising from the circumstances specified in any of the sub-clauses above.
11.2.2. Notwithstanding any other provision of the Terms, at no time shall any Indemnitee be liable or responsible to any person for any and all pure economic loss, loss of profits, fall in the price of a Contract, Security Tokens and/or Digital Payment Tokens, equitable compensation, loss of business, or any other direct, indirect or consequential losses whatsoever and howsoever caused (including whether or not resulting from any negligence, fraud or wilful default on the part of any Indemnitee) which arise out of or in connection with the Terms.
12. General Provisions
12.1. Governing law and dispute resolution: These Terms shall be governed by and construed in accordance with Singapore law. Any dispute arising out of or in connection with these Terms, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration administered by the Singapore International Arbitration Centre in accordance with the Arbitration Rules of the Singapore International Arbitration Centre for the time being in force, which rules are deemed to be incorporated by reference in this Paragraph 15.1. The seat of the arbitration shall be Singapore. The Tribunal shall consist of one arbitrator. The language of the arbitration shall be English.
12.2. Assignment: All Members and Issuers may not assign their rights under these Terms without AsiaNext’s prior written consent. AsiaNext may assign its rights under these Terms to any third party.
12.3. Successors and assigns: These Terms will bind each Member/Issuer and AsiaNext and their respective successors in title and assigns and will continue to bind each Member/Issuer notwithstanding any change in AsiaNext’s name or constitution or AsiaNext’s merger, consolidation or amalgamation with or into any other entity (in which case these Terms will bind each Member/Issuer to AsiaNext’s successor entity).
12.4. Severability: If any provision of these Terms or part thereof is rendered void, invalid, illegal or unenforceable by any legislation to which it is subject, it shall be rendered void, invalid, illegal or unenforceable only to that extent and it shall in no way affect or prejudice the enforceability of the remainder of such provision or the other provisions of these Terms. Such provision shall be struck and severed from these Terms and the remaining provisions of these Terms shall not be affected thereby.
12.5. Waiver: No failure or delay to exercise or enforce AsiaNext’s rights conferred upon it under these Terms shall be deemed to be a waiver of any such rights or operate so as to bar the exercise or enforcement thereof at any subsequent time or times. Waiver of any right arising from a breach or non-performance of these Terms or arising upon default under these Terms shall be in writing and signed by AsiaNext.
12.6. Translation: If these Terms are translated into a language other than English, the English text shall prevail.
12.7. Rights of Third Parties: A person or entity who is not a party to these Terms shall have no right under the Contracts (Rights of Third Parties) Act 2001 of Singapore or other similar laws to enforce any of these Terms, regardless of whether such person or entity has been identified by name, as a member of a class or as answering a particular description. AsiaNext’s right to vary these Terms may be exercised without the consent of any person or entity who is not a party to these Terms. For the avoidance of doubt, nothing in this clause shall affect the rights of any permitted assignee or transferee of these Terms.
