These Investor T&Cs contain important information which apply to your dealings with us on our Platform in relation to any activities you engage in in the investing and trading of Digital Units. You should read this document carefully and keep it for future reference. Additional terms and conditions may apply in relation to your general use of our Platform and specific services offered by us on our Platform. Any such terms and conditions are additional to the terms set out in these Investor T&Cs.
Digital and virtual assets are highly risky assets and therefore are not suitable for the vast majority of people. You acknowledge and understand that dealing in digital and virtual assets may result in partial or total loss of your investment and therefore you are advised to decide the amount of your investment on the basis of your loss-bearing capacity. You acknowledge and understand that accordingly you are a sophisticated and Professional Investor and if you are in any doubt, you shall seek assistance from your own independent advisors (financial, tax, accounting or legal). In addition, as the digital and virtual assets market is relatively new, there may be unforeseen or unpredictable risks. You are advised to carefully consider and use clear judgment to assess your own financial position (with full appreciation and acceptance of the risks) before making any decisions to be involved in any digital or virtual assets transaction. Any and all losses arising therefrom will be borne solely by you and we shall not be held liable in any manner whatsoever or howsoever caused.
Please refer to Clause 3 of these Investor T&Cs for further details about the risks you should consider before getting involved in digital and virtual assets.
Nothing stated in these Investor T&Cs or on our Platform has been subject to scrutiny or approval by the Securities & Futures Commission of Hong Kong (“SFC”) or any other regulatory body.
1. Overview of Terms & Conditions in relation to Trading of Digital Units
1.1 - These terms and conditions govern Investors’ use of the Platform for investing and trading of Digital Units (“ Investor T&Cs ”), and are in addition to and supplement all applicable terms and conditions that Investors are also subject to in the General Terms and Conditions (“ General T&Cs ”). Please ensure that you have fully read and understood the General T&Cs with respect to your rights and obligations in using the Platform. Digital Units may only be owned, transferred, bought, sold, or otherwise dealt with on the Platform in accordance with these Investor T&Cs and the General T&Cs.
1.2 - Words and expressions defined in the General T&Cs shall, unless the context otherwise requires or unless otherwise defined herein, have the same meanings when used in these Investor T&Cs. Unless expressly provided otherwise, references to Clauses herein are to the clauses of these Investor T&Cs.
1.3 - References to “ you ” and/or “ your ” in these Investor T&Cs shall refer to Investors. If you are an authorized representative of a company or other legal entity who has been granted the requisite authority to operate and manage its Investor user account on behalf of such company or legal entity, “ you ” shall refer to that company or legal entity.
1.4 - ONLY PROFESSIONAL INVESTORS MAY ACCESS THE INVESTMENT AND TRADING OPPORTUNITIES PROVIDED BY THE PLATFORM. INVESTORS MUST UNDERSTAND THE RISK OF INVESTING IN THE ASSET CLASSES AVAILABLE ON THE PLATFORM, ARE SOPHISTICATED ENOUGH TO PROTECT THEIR OWN INTERESTS AND CAN TOLERATE THE RISK OF TOTAL CAPITAL LOSS.
1.5 - YOU CONFIRM AND DECLARE YOURSELF TO BE A PROFESSIONAL INVESTOR BY REGISTERING FOR AN INVESTOR USER ACCOUNT ON THE PLATFORM, AND YOU AGREE TO BE BOUND BY THESE INVESTOR T&CS.
1.6 - YOU SHALL READ THESE INVESTOR T&Cs CAREFULLY BEFORE REGISTERING FOR AN INVESTOR USER ACCOUNT ON THE PLATFORM, AND CONTINUE TO REVIEW THESE INVESTOR T&Cs PERIODICALLY AND REGULARLY FOR CHANGES. BY REGISTERING FOR AN INVESTOR USER ACCOUNT ON THE PLATFORM, YOU ACCEPT AND AGREE TO BE BOUND BY THESE INVESTOR T&Cs AND AGREE THAT SUCH TERMS CONSTITUTE A LEGALLY BINDING AGREEMENT BETWEEN YOU AND US. YOUR ACCESS TO THE INVESTMENT AND TRADING OPPORTUNITIES PROVIDED BY THE PLATFORM IS CONDITIONED ON YOUR ACCEPTANCE OF AND COMPLIANCE WITH THESE INVESTOR T&CS. IF YOU DO NOT AGREE TO BE FULLY BOUND BY THESE INVESTOR T&Cs YOU MUST NOT REGISTER FOR AN INVESTOR USER ACCOUNT ON THE PLATFORM.
1.7 - EVIDENT RESERVES THE RIGHT TO CHANGE OR MODIFY THESE INVESTOR T&Cs FROM TIME TO TIME. IF WE MAKE CHANGES TO THESE INVESTOR T&Cs, WE WILL NOTIFY YOU OF SUCH CHANGE BY POSTING THE UPDATED TERMS AND CONDITIONS ON THE PLATFORM AND/OR BY COMMUNICATING THESE CHANGES THROUGH ANY WRITTEN OR OTHER CONTACT METHOD WE HAVE ESTABLISHED WITH YOU AND THE AMENDED TERMS SHALL HAVE IMMEDIATE EFFECT UPON BEING POSTED ON THE PLATFORM, SUBJECT TO ANY APPLICABLE LAW. BY CONTINUING TO ACCESS AND USE THE PLATFORM WITH YOUR INVESTOR USER ACCOUNT, YOU CONFIRM YOUR ACCEPTANCE OF THE REVISED TERMS AND ALL OF THE TERMS INCORPORATED THEREIN BY REFERENCE. WE ENCOURAGE YOU TO REVIEW THE INVESTOR T&Cs FREQUENTLY TO ENSURE THAT YOU UNDERSTAND THE TERMS AND CONDITIONS THAT APPLY WHEN YOU ACCESS AND USE THE PLATFORM AS AN INVESTOR. ALL INVESTORS SHALL IMMEDIATELY DISCONTINUE THEIR ACCESS TO AND USE OF THE PLATFORM SHOULD THEY DISAGREE TO BE FULLY BOUND BY THE UPDATED TERMS.
1.8 - THE PLATFORM IS NOT DIRECTED TO ANY PERSON IN ANY JURISDICTION WHERE (BY REASON OF THAT PERSON’S NATIONALITY, RESIDENCE OR OTHERWISE) THE AVAILABILITY OF THE PLATFORM (INCLUDING ITS CONTENT AND/OR SERVICES) IS PROHIBITED. PERSONS IN RESPECT OF WHOM SUCH PROHIBITIONS APPLY MUST NOT ACCESS NOR USE THE PLATFORM. YOU SHOULD SATISFY YOURSELF BEFORE ACCESSING THE PLATFORM THAT WE WOULD BE ALLOWED TO PROVIDE THE SERVICES TO YOU UNDER THE LAW OF THE JURISDICTION IN WHICH YOU RESIDE, THE JURISDICTION(S) OF WHICH YOU ARE A CITIZEN, AND ANY OTHER RELEVANT LAW THAT IS APPLICABLE TO YOU. IT IS YOUR RESPONSIBILITY TO BE AWARE OF AND TO OBSERVE ALL APPLICABLE LAWS AND REGULATIONS OF ANY RELEVANT JURISDICTION, INCLUDING THE LAW OF YOUR COUNTRY OF RESIDENCE, YOUR COUNTRY OF CITIZENSHIP, AND ANY OTHER RELEVANT LAW THAT IS APPLICABLE TO YOU. TO THE EXTENT THAT IN OUR SOLE DISCRETION AND VIEW, WE ARE UNABLE TO PROVIDE THE SERVICES TO YOU, WE RESERVE SUCH RIGHT WITHOUT LIMITATION TO REMOVE YOU FROM BEING ABLE TO ACCESS OR USE THE SERVICES.
1.9 - These Investor T&Cs will remain in full force and effect while you have an Investor user account on the Platform.
2. Trading on the Platform
2.1 - The Platform provides Investors access to investment opportunities in innovative digital and virtual assets in the form of Digital Units, as well as trading opportunities through its secondary market.
2.2 - Investors will be able to access Digital Unit prices, trade information and utilize any trading capabilities that are made available on the Platform in order to conduct a transaction. All transactions are executed by the participating Investors in accordance with the terms and conditions of the smart contract.
2.3 - Investing in and trading Digital Units on the Platform will incur fees (such as trading fees and management fees), details of which can be found in the Investor Fee Schedule published on the Platform by EVIDENT from time to time. EVIDENT reserves the right to make any changes to the Service Fees at any time without prior notice. Investors are responsible for checking the Investor Fee Schedule regularly before engaging in any activity on the Platform that may incur Service Fees. The Service Fees will not include third-party fees that may arise out of or in connection with the sale, purchase, market making or exchange of Digital Units.
2.4 - Service Fees incurred by an Investor for utilizing Services on the Platform shall be payable by the Investor as follows: (a) for trading fees, through a Platform Stablecoin transaction from the Investor’s wallet to EVIDENT’s wallet and (b) for management fees, in Digital Units from the Investor’s wallet to EVIDENT’s wallet. Service Fees incurred by an Investor will be charged to and directly paid from that Investor’s Algorand blockchain address that is connected to his/her user account on the Platform. Every time you confirm on the Platform to engage in an activity where Service Fees are charged, you agree to and authorize EVIDENT to directly deduct such Service Fees from your Algorand blockchain address that is connected to your user account on the Platform.
2.5 - EVIDENT will not participate in any transaction on the Platform as a buyer or seller of any Digital Units, except where you have opted to engage EVIDENT’s market making services, and in such circumstances, only to the extent to fulfill its market maker role.
2.6 - By using the Platform, you acknowledge and agree in each instance that EVIDENT is not an agent or otherwise a responsible entity for any matter whatsoever with respect to any transaction between Investors. EVIDENT shall not be held liable to any party for any costs or damages arising out of or related to such transaction.
3. Risks & Risk Disclosures
A. We would like to remind you that:
In relation to digital assets:-
3.1 - The Digital Units available on this Platform have not been approved by any regulatory body. Alternative assets such as these are sophisticated investments and are not suitable for every class of investor. You should consult an independent advisor (legal, financial, accounting, tax or otherwise) regarding your specific situation before making any investment or other decision.
3.2 - The Digital Units themselves are not offered by EVIDENT. They are listed on the Platform after a screening procedure conducted by EVIDENT against the Platform’s listing eligibility criteria . Nonetheless, the offering documents or asset information provided by the Asset Owner of a Digital Unit have not been subject to scrutiny by the SFC or any other regulatory body.
3.3 - The digital assets market is new and highly risky, due to the fact that digital assets may be transacted without limits, and external forces (including but not limited to global legislative and/or regulatory changes that may adversely affect the use, transfer, exchange and value of digital assets) may cause major fluctuations in their prices. The volatility and unpredictability of the price of a digital asset may result in significant losses over a short period of time. Accordingly, you should exercise caution in relation to digital assets.
3.4 - The value of a digital asset may be derived from the continued willingness of market participants to purchase a digital asset, which means that the value of a particular digital asset may be completely and permanently lost should the market for that digital asset disappear. There can be no assurance that an active and liquid trading market in a digital asset will develop or, if such market develops, whether it will be maintained or sustained. In the absence of an active trading market, relatively small sales may result in a significant negative effect on the price of a digital asset.
3.5 - A digital asset may or may not be considered as “property” under the Hong Kong law or other applicable laws, and such legal uncertainty may affect the nature and enforceability of your interest in such digital asset.
3.6 - You note that the protection offered by the Investor Compensation Fund in Hong Kong does not apply to transactions involving digital assets (irrespective of the nature of the digital assets).
3.7 - The regulatory regime governing blockchain technologies (such as distributed ledgers, smart contracts, protocols and networks) and cryptocurrencies, stablecoins and digital assets is uncertain, and new regulations or policies may materially adversely affect the operations and development of the Platform and the utility and legality of cryptocurrencies, stablecoins and digital assets.
3.8 - The nature of digital assets exposes them to an increased risk of fraud or cybersecurity issues.
3.9 - Any blockchain protocol, smart contract or other technology in respect of digital assets and upon which digital assets are built may suffer an event or occurrence (including but not limited to the lack of network validators, phishing, cyberattacks, hacks, hard forks, lack of maintenance, etc.) which may put the digital asset at a high risk of being suspended, not available, blocked, discarded, terminated or otherwise.
3.10 - Certain digital assets are controllable only by the possessor of both the unique public key and private key relating to the local or online digital wallet in which that digital asset is held. Private keys typically must be safeguarded and kept private to prevent a third party from accessing the relevant digital assets held in any wallet. If a private key is lost, destroyed or otherwise compromised and no backup of the private key is accessible, the digitals assets held in the wallet will not be able to be accessed.
3.11 - The nature of digital assets means that any technological difficulties experienced by us or you may prevent you from accessing or retrieving your Digital Units.
3.12 - Before deciding to go ahead with any relevant investment, you should carefully review and consider the investment objectives, risk warnings, rights conferred to unitholders and disclosures set out in the Asset Page (including information and documents made available through the Asset Page) and a prospectus/ white paper about the Digital Unit, as well as the terms of the investment. You understand that it is your sole responsibility to review and to understand any investment you make by reviewing its constitutive and offering documents, including all asset information and documents made available through the Asset Page and any whitepapers (“ Relevant Documents ”). The information displayed on the Platform in relation to a Digital Unit is qualified in its entirety by the terms applicable to the investment opportunity as set out in its Relevant Documents and should be read together with such Relevant Documents.
3.13 - An investment in a Digital Unit is subject to risks and you can lose money on your investment. There can be no assurance that the Digital Unit will achieve your investment objectives. Unit values, yields, the presence of a secondary market, regulatory oversight, and total investment returns will fluctuate and you may not get back your money originally invested. Investment returns are net of all fees and expenses that may be involved in an investment opportunity and do not take into account sales, redemption, distribution or optional charges, or income taxes, that would have reduced returns. Past performance is not indicative of future performance. Each Digital Unit on the Platform has its specific and additional risks which are described in detail in their respective Relevant Documents. Please refer to the Relevant Documents of the Digital Unit that you are interested in for details about its potential risks, charges and expenses.
In relation to the use of the Platform:-
3.14 - We are making the Platform available to you in good faith and in a commercially reasonable manner.
3.15 - It is prohibited to use the Platform to engage in any illegal (illicit, illegitimate, immoral) transactions or activities, such as money laundering, terrorist financing or bribery. In the event that any illegal transactions or activities are suspected, we will adopt all available measures, including but not limited to freezing the User’s account on the Platform or notifying relevant authorities. We will not assume any of the responsibilities arising therefrom and reserve the right to hold relevant persons accountable.
3.16 - It is prohibited to use the Platform for the purpose of malicious manipulation of the market, or any other improper transactions. In the event that we suspect any such transactions or activities, we will adopt all available measures, including but not limited to restriction/ suspension of transactions, giving out warnings or closing user accounts. We will not assume any of the responsibilities arising therefrom and reserve the right to hold relevant persons accountable.
3.17 - We may suspend or terminate your user account or use of the Platform, or the processing of any digital assets transaction, at any time if we determine in our sole discretion that you have violated these Terms or your use of the Platform in your jurisdiction is unlawful.
3.18 - All opinions, information, discussions, analyses, prices, or other information on the Platform are general market information and do not constitute any investment advice, solicitation, or recommendation. We will not bear any responsibility for any loss (direct or indirect) howsoever caused and your use of the Platform is at your sole responsibility.
3.19 - The Relevant Documents of a Digital Unit are prepared and/or uploaded on the Platform by the Asset Owner who created and issued that Digital Unit. Any and all Relevant Documents that you find on or through the Platform is the sole responsibility of the Asset Owner who provided such Relevant Documents. EVIDENT does not, and is under no obligation, to review, screen, or inspect any Relevant Documents on the Platform, although EVIDENT reserves the right to do so, and to remove Relevant Documents at our sole discretion. Further, EVIDENT does not evaluate, confirm, endorse, or otherwise stand behind any Relevant Document provided by any Asset Owner on the Platform. EVIDENT shall not be liable in any way for any Relevant Documents posted on the Platform by Asset Owners, or any errors, omissions, loss, or damage of any kind as a result of such Relevant Documents on the Platform. You shall bear all risks associated with the use, reliance, accuracy, truthfulness, completeness, or usefulness of Relevant Documents.
3.20 - The Content may be changed from time to time and at any time without notice to you. Where the information is prepared and provided by us, we have taken reasonable measures to ensure the accuracy of the information on the Platform however, we do not guarantee the degree of such accuracy, or bear any loss arising directly or indirectly from the information (or use thereof) on this Platform or from any delay or failure howsoever caused.
3.21 - You are solely responsible for determining what, if any, taxes apply to your transactions which includes, but is not limited to any income, profit and/or capital gains tax. EVIDENT shall not be responsible for determining the taxes that apply to transactions nor will we provide any tax-related information to Investors.
3.22 - Transactions in digital assets are irreversible, and, accordingly, losses due to fraudulent or accidental transactions may not be recoverable.
3.23 - Digital asset transactions are deemed to be executed only when recorded and confirmed by the Platform, which may not necessarily be the time at which you initiated the transaction. Information as recorded on the blockchain that underlies the Platform shall at all times serve as conclusive evidence of where the title to a Digital Unit lies.
3.24 - Using Internet-based transaction systems also involves risks, including but not limited to system failures, security risk and failures, delays or lags in software, hardware or Internet links. In view of the fact that we cannot control the reliability and availability of the Internet, we will not be responsible for any such resulting risks including but not limited to delay, distortion, or link failures.
B. You agree and understand that you are solely responsible for determining the nature, potential value, suitability, and appropriateness of the risks of investing in a Digital Unit for yourself, and that we do not give advice or recommendations regarding Digital Units, including the suitability and appropriateness of, and investment strategies for, Digital Units. YOU AGREE AND UNDERSTAND THAT YOU ACCESS AND USE THE PLATFORM AT YOUR OWN RISK however, this section does not disclose all of the risks associated with Digital Units and using the Platform. You should, therefore, carefully consider whether such use is suitable for you in light of your circumstances and financial resources. You should be aware that you may sustain a total loss of the funds in your user account, and that under certain market conditions, you may find it difficult or impossible to liquidate a position.
4. Risk Disclaimers
4.1 - The fact that EVIDENT has made the Services and Content available to you on the Platform constitutes neither a recommendation that you enter into a particular transaction with a third party nor a representation that any Digital Unit, Service or offering described on this Platform is suitable or appropriate for you.
4.2 - The Content presented on the Platform is for general informational purposes only and should not be considered as solicitation, investment advice or a recommendation of any particular Digital Unit, security, strategy or investment product. The Content does not constitute and should not be used or construed as a solicitation, offer, recommendation or endorsement by EVIDENT, to buy or sell Digital Units presented on the Platform, to make any investment or to enter into any transaction whatsoever.
4.3 - The Content presented on the Platform is general in nature and was prepared without reference to any particular Investor’s investment requirements or financial situation. The Content is not intended and should not be construed as investment, legal, tax, financial or other advice of any nature whatsoever and it should not be relied on in making an investment or other decision. You should consult an independent advisor (legal, financial, accounting, tax or otherwise) regarding your specific situation before making any investment or other decision. Any reliance you place on Content presented on the Platform is strictly at your own risk. We disclaim all liability and responsibility arising from any reliance placed on such materials by you or any other User of the Platform, or by anyone who may be informed of any of its contents.
4.4 - EVIDENT makes no representation, undertaking or warranty, express or implied, of any kind that the Content on the Platform (especially the information in respect of each Digital Unit) are adequate, accurate, reliable, up-to-date or complete. Certain information on the Platform was obtained from sources that EVIDENT believes to be reliable however, EVIDENT does not guarantee the accuracy or completeness of any information obtained from any third party.
4.5 - Any discussion of the risks contained herein and on the Platform with respect to any transaction you may enter into should not be considered to be a disclosure of all risks or a complete discussion of the risks related to any such transaction. You should consult with your own independent advisers (legal, financial, accounting, tax or otherwise) concerning any contemplated transactions and not make the Content available on this Platform the primary basis for any investment decisions that you make. Any reliance that you place on the Content is strictly at your own risk. We disclaim all liability and responsibility arising from any such reliance.
4.6 - EVIDENT does not make any explicit or implicit warranties in connection with the market, value and price of Digital Units you understand and acknowledge that the digital asset market is unstable, that the price and value of assets may fluctuate or collapse at any time, and that the investment in Digital Units is based on your personal free will and decision and therefore you shall assume any and all risks and losses that may possibly arise therefrom.
4.7 - The Content presented on the Platform does not constitute an offer or solicitation and may not be treated as an offer or solicitation (i) in any jurisdiction where such an offer or solicitation is against the law (ii) to anyone to whom it is unlawful to make such an offer or solicitation or (iii) if the person making the offer or solicitation is not qualified to do so. The Digital Units offered on the Platform can only be marketed in certain jurisdictions only. You acknowledge and agree that it is solely your responsibility to be aware of the applicable laws and regulations of your country of residence, your country of citizenship and any other relevant law that is applicable to you. Furthermore, the Content presented on the Platform does not constitute an offer or solicitation to buy or sell Digital Units, by anyone in any jurisdiction in which such offer, solicitation or distribution would be unlawful or in which the person making such offer or solicitation is not qualified to do so or to anyone to whom it is unlawful to make such offer or solicitation.
4.8 - You hereby agree that you will not hold EVIDENT responsible in law or equity for any decisions of whatsoever nature which you make or refrain from making in your use of the Platform.
5. Eligibility
5.1 - To qualify to invest and effectively use our Platform, you would have to meet certain criteria, including but not limited to having minimum net worth benchmarked to the definition of Professional Investors under the SFO, or as applicable under the respective local jurisdictions to which you are subject, and having sufficient prior investment experience. Each investor is required to represent that they comply with the applicable regulations and laws upon registration on the Platform.
5.2 - When you register as an Investor, in addition to the representations and warranties contained in Clause 4.1 of the General T&Cs , you represent and warrant to EVIDENT that:
a) you qualify as a Professional Investor as defined under the SFO, or as applicable under the respective local jurisdictions to which you are subject, and you understand and acknowledge the risks of being treated as a Professional Investor
b) you are experienced in digital assets and understand the risks involved in transactions involving digital assets
c) you have all requisite right, authority and capacity to form a binding contract, to accept and perform your obligations under these Investor T&Cs, to bind the company or other legal entity you may be acting on behalf of to these Investor T&Cs (where you are acting as the authorized representative of a company or other legal entity), to enter into transactions and to use the Platform for digital assets transactions
d) unless circumstances are proven otherwise, you have acted on your own volition on a reverse inquiry basis seeking investment or other opportunities on the Platform (after taking into account your own requirements which you consider are suitable or relevant for you), and that EVIDENT has not directly solicited, marketed or attempted to sell anything to you in relation to any specific Digital Unit or investment
e) any information you provide or make available to us is at all times true, accurate, current, complete and not misleading
f) you have read and fully understood these Investor T&CS (in particular the risks and risk disclosures and disclaimers) and you will be bound by and comply with all of the terms and conditions contained herein
g) you will comply with all applicable laws or regulations in your access to and use of the Platform (including but not limited to reporting any trading activities or profits for taxation purposes), as well as the performance of your obligations and exercise of your rights under these Investor T&Cs
h) you have used your own judgment and decision to register as an Investor on the Platform and have not relied on anything we or any of our representatives, affiliates, directors, employees or agents may have said
i) your access to the Platform, use of its Services and all activities being conducted on the Platform is not for any illegal or immoral purposes
j) you have obtained all rights, licenses, consents, permissions, power and/or authority necessary or otherwise to buy, sell or exchange Digital Units
k) your access to the Platform, use of its Services and all activities being conducted on the Platform shall be in compliance with all relevant laws and regulations of the jurisdiction applicable to you and your circumstances and
l) if any aspect of your use of the Platform violates provisions of the laws to which you are subject, you will immediately cease using the Platform and EVIDENT would have the right to close your user account on the Platform.
6. Registration of Account
6.1 - In accordance with applicable regulatory requirements, EVIDENT requires all new investors on the Platform to undergo a know your customer process by way of completing a questionnaire on the Platform that is designed to separate investors qualified to access investment opportunities on the Platform from those that are not. You specifically acknowledge and agree that EVIDENT will rely on any representations made by you during this process and that you are under an obligation to ensure that any information you provide or make available to EVIDENT is at all times true, accurate, current and complete.
6.2 - After filling in the relevant information in accordance with the requirements of the Platform, going through other relevant procedures, and agreeing to the General T&Cs [INSERT HYPERLINK] and these Investor T&CS, you will successfully register yourself as an Investor of the Platform. In the process of registration, if you click on the “I Agree” button (or any other button having the same and equivalent meaning), it shall be deemed that you have reached an agreement with us by way of electronic signature.
6.3 - Unless and until you become a registered Investor on the Platform, you cannot gain access to the investment and trading opportunities on the Platform.
6.4 - Where you successfully register yourself as an Investor of the Platform, you will receive an Algorand blockchain address capable of receiving Digital Units, as well as a Platform digital wallet which enables you to view, access and manage the contents of any Algorand blockchain address that is connected to your user account on the Platform.
6.5 - As an Investor, you shall keep your login password, short messaging service (“ SMS ”)/ software authenticator, payment password, Algorand blockchain address, account seed phrases, etc. properly secured and you shall be liable for all activities and events carried out through your user account. When you find that your user account on the Platform, your login password, SMS/ software authenticator, payment password, Algorand blockchain address, account seed phrases, etc. has been used by any unauthorized third party or you uncover any other problem/ irregularity relating to the security or access of your user account, you shall immediately inform us in a prompt and effective manner, and request us to temporarily suspend your access to the Platform and your ability to use the Services pending an investigation. We shall take action in relation to your request within a reasonable time nonetheless, we do not bear any liability for the consequences that have arisen before such action is taken, including but not limited to any loss or potential loss (howsoever caused) that you may sustain. You may not assign your user account on the Platform to any other person by way of donation, lending, leasing, transfer or otherwise without prior written consent from us.
6.6 - You may fund your account on the Platform by associating a valid payment method with your user account. The Platform supports payment methods such as bank transfers or payments via a card and wallet payments processor. You have the option to associate multiple payment methods with your user account and may select the payment method you would like to use each time you wish to fund your account. You are solely responsible for all fees and charges chargeable by the company operating the payment method you select when undertaking a funding transaction, including but not limited to any administration, currency conversion or processing fees, and disclaim all rights to seek reimbursement for overdraft fees.
6.7 - EVIDENT will block multiple accounts of the same user. You agree that you will not register another user account if we have disabled one that you had without prior written consent from us.
6.8 - You further acknowledge and agree that EVIDENT may from time to time request from you relevant supporting documentation to verify your status as a Professional Investor. You may lose your access to the Platform if you fail to respond to EVIDENT’s reasonable requests. You must make your own assessment regarding regulatory requirements as may be applied to your activities on the Platform.
6.9 - In registering a user account with us, or continuing to use the Platform, you shall continually confirm and undertake to us that you are who you say you are, and that you are using the Platform in your own capacity rather than acting for any other third party. You agree that you will not share your user account with anyone.
6.10 - We make no representation that the Content and/or Services on this Platform conform to your local laws, and if you are accessing this Platform from a location outside Hong Kong, you alone are responsible for compliance with your local laws.
7. Investor Undertakings
7.1 - You undertake to act responsibly when accessing and using the Platform, which means that you agree to comply with all obligations stipulated under this clause and the rest of the provisions under these Investor T&Cs, all obligations stipulated under the General T&Cs (including Clause 5 thereof), as well as any other rules and statements that the Platform may release/ update from time to time.
7.2 - You undertake that:
a) you will only invest in a Digital Unit offered on the Platform after carefully reviewing and assessing the Relevant Documents and the terms of the investment, including but not limited to the asset information and documents on the Asset Page, the related private placement memorandum and/or white paper, the relevant legal agreements and organizational documents as well as all other related information provided through the Platform and the Asset Owner of the Digital Unit
b) you will use your own judgment before making any decision to invest, and that you understand that the value of investments and any income generated may fluctuate and is not guaranteed
c) you will be solely responsible for complying with any and all applicable laws regarding any activity and/or transaction made on the Platform, including without limitation any representation that you are an investor qualified to invest via the Platform and whether any investment complies with the terms of your local law (whether the law of the country you reside in or of any foreign government with jurisdiction over you), as well as reporting requirements (if any), including your own tax or fiscal obligations
d) prior to making any investment decision, you would conduct a thorough investigation and obtain all necessary professional advice, including legal, tax, financial, accounting and other advice
e) you have not relied on any Content published on the Platform to enter into any transaction
f) you have reviewed and understood the terms of investment and the discussion of risks as set out in the Relevant Documents in relation to the relevant Digital Unit that you are considering and as otherwise set out on the Platform (including in these Investor T&Cs), and that you are otherwise aware of the risks of investing in digital assets
g) you will not engage in any activities which, in the sole and absolute judgment of EVIDENT, constitute market misconduct, including but not limited to the following conduct: (i) creating a false or misleading appearance of active transactions in any Digital Unit on the Platform, or with respect to the market for, or the price for dealings in, any Digital Unit on the Platform (ii) price rigging (iii) employing any device, scheme or artifice with intent to defraud or deceive, or engaging in any act, practice, or course of business which is fraudulent or deceptive or would operate as a fraud or deception and (iv) market manipulation
h) you will not expect EVIDENT to provide any investment advice, offer, solicitation or recommendation to you to deal in any investment products (including any Digital Units)
i) you will not treat any Content, email or other information you receive as a result of your access to the Platform as a recommendation or representation of any kind by EVIDENT or any Company Person on which you should rely
j) you will not rely on EVIDENT to (and you understand that we do not) endorse, support, represent or guarantee the completeness, truthfulness, accuracy or reliability of any Content or information displayed on the Platform and
k) you will not use any Content, or other information acquired from any User, or otherwise through your use of the Platform, for commercial or investment activity outside of the Platform, without prior written approval from EVIDENT.
7.3 - You acknowledge and agree that:
a) the use and interpretation of Content on the Platform requires specialist skill and knowledge of digital assets, financial products and markets
b) you have that skill and knowledge and undertake that you will exercise that skill and knowledge and appropriate judgement when perusing Content on the Platform
c) you shall be solely responsible for any opinions, forecasts or other conclusions made or actions taken by you based (wholly or in part) on Content on the Platform and
d) you are in the best position to ascertain any loss you may suffer in connection with any action you take following your review and consideration of Content on the Platform, that you are therefore responsible for making appropriate insurance arrangements to address the risk of any such loss and that the provisions of Clause 4 of these Investor T&Cs and Clause 16 in the General T&Cs are reasonable in these circumstances.
7.4 - Your decision to access and use the Platform is your personal decision (based on your own personal circumstances, financial or otherwise) and therefore you shall bear all the risks and losses (if any) howsoever caused. Your sole remedy for dissatisfaction with the Platform and/or Content presented on the Platform is to stop using the Platform.
8. Confidentiality
By registering a user account or otherwise using the Platform or viewing the Content made available through the Platform in any way, you may be exposed to Sensitive Information. It is expected that you will use discretion in handling Sensitive Information. You agree that you will not republish, or cause any third party to republish, any information you acquire through the Platform via an Internet website or otherwise. You further agree that you will not use Sensitive Information for any reason other than for your own evaluation of a particular Digital Unit unless approved in advance in writing by EVIDENT.
9. Conducting OTC Trades Outside of the Platform
Investors intending to enter into an over-the-counter transaction of a Digital Unit outside of the Platform shall obtain the express prior written consent of EVIDENT before proceeding. EVIDENT reserves the right in its sole discretion to suspend an Investor’s user account on the Platform in the event of a violation of this clause.
10. Availability of the Platform
EVIDENT operates and controls the Platform from its offices in Hong Kong. Some Services and Digital Units offered on the Platform may not be registered or licensed under legal and regulatory provisions governing financial services or products and their providers in other jurisdictions. The Content provided on or through the Platform is not intended for distribution to or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or which would subject EVIDENT to any registration requirement within such jurisdiction or country. Accordingly, those persons who choose to access the Platform from other locations do so on their own initiative and are solely responsible for compliance with local laws, if and to the extent local laws are applicable. Therefore, all Investors are requested to contact representatives of EVIDENT for information about Digital Units and Services available in their country.
11. Air drops, Hard forks and other such events
As digital assets and the environment surrounding them evolve and develop over time, certain events may occur with respect to some or all of the digital assets, including but not limited to air drops and hard forks. Some or all of these events may be beyond our control, but may have an effect on some or all of your Digital Units. Please refer to our Air Drops Policy which sets out how we intend to deal with those circumstances, specifically in case of air drops.
12. Claw-back Mechanism
12.1 - EVIDENT reserves the right to exercise a claw-back function in the event that an Adverse Event occurs.
12.2 - The following events shall constitute an “ Adverse Event ”:
a) where EVIDENT (or its agent) suspects that there has been a hacking attack on the Platform which has affected a Digital Unit and/or an Investor
b) where EVIDENT (or its agent) suspects that there has been a commission of fraud or other illegal activity on the Platform by an Investor and/or User
c) where EVIDENT is requested to recover an asset by a competent authority (including by a court of competent jurisdiction or by any regulatory authority) or does so to comply with any applicable law or regulation or
d) where an Investor fails to comply with its contractual obligations relating to redemption or buy-back of a Digital Unit under the Terms, and EVIDENT is contractually obligated to give effect to such redemption or buy-back pursuant to and in accordance with the Terms.
12.3 - The claw-back function enables EVIDENT to move any Digital Unit to any Algorand blockchain address in the event that approval by multiple signatures are obtained, and allows EVIDENT (without limitation) to:
a) recover any Digital Unit listed on the Platform (for instance, Digital Units that have been the subject of fraud or illegal activity)
b) recover payments made during transactions on the Platform
c) reverse one or several transactions on the Platform (for instance, in the event of a hacking attack) and/or
d) take any other remedial action.
12.4 - EVIDENT shall have sole discretion, subject to any order by a competent authority (including by a court of competent jurisdiction or by any regulatory authority) and the obtaining of the necessary approval by multiple signatures, and to the extent that its actions are in compliance with any applicable law or regulation, to determine how the claw-back function is to be exercised.
12.5 - In the event that EVIDENT decides to exercise its right to claw back Digital Units, EVIDENT shall provide affected Investors with at least twenty-four (24) hours’ prior written notice before it begins the claw-back procedure.
13. Redemption of Digital Units
13.1 - Digital Units listed on the Platform are subject to redemption by the applicable Asset Owner. In the event of a redemption, following receipt of final distributions (if any), the Digital Units that are subject to redemption (“ Redemption Digital Units ”) shall be automatically redeemed, burned and/or retired by the Platform and taken out of circulation.
13.2 - Any redemption of a Digital Unit shall be conducted in accordance with the redemption conditions as set out in the Relevant Documents (“ Redemption Conditions ”) applicable to that Digital Unit.
13.3 - In the event that a Digital Unit is to be redeemed, upon receipt of a written notice from the applicable Asset Owner requesting to exercise his/her right to redeem such Digital Units (“ Redeeming Asset Owner ”), the Platform shall promptly provide written notice to Investors holding such Digital Units for the time being (“ Affected Investors ”) through the Asset Page of the Digital Unit and shall continue to provide Affected Investors with periodic updates regarding the progress of the redemption procedure and expected timing and date of redemption.
13.4 - When you purchase Digital Units on the Platform, you represent and warrant to EVIDENT that you accept such redemption risk, that at the relevant time you have reviewed and understood the Redemption Conditions applicable to such Digital Units, and that you consent to and authorize the Platform to facilitate any redemption of such Digital Units that are conducted in accordance with the Redemption Conditions applicable to that Digital Unit in the event that the applicable Asset Owner seeks to exercise its right of redemption.
13.5 - On or prior to the date of redemption, if there are any final distributions which are accrued and outstanding, such final distributions (if any) shall first be paid out to the Affected Investors by the Redeeming Asset Owner prior to the redemption of the Redemption Digital Units. Any and all Redemption Digital Units being redeemed pursuant to this clause shall thereafter be automatically burned or retired by the Platform and taken out of circulation.
13.6 - Affected Investors who have transferred any Redemption Digital Units from his/her Algorand blockchain address associated with his/her user account on the Platform to another blockchain address (i.e. whereby those Redemption Digital Units would be off-Platform) must transfer those Redemption Digital Units back into the Affected Investor’s Algorand blockchain address associated with his/her user account on the Platform in order for the Affected Investor to receive any accrued final distributions (if any).
14.Buy-back of Digital Units
14.1 - Digital Units listed on the Platform are subject to buy back by the applicable Asset Owner (the “ Buy-back Right ”). Any buy-back of a Digital Unit shall be conducted in accordance with the buy-back conditions as set out in the Relevant Documents (“ Buy-back Conditions ”) applicable to that Digital Unit (“ Buy-back Units ”) (which shall include the conditions under which a buy-back can be conducted by the applicable Asset Owner, along with the pricing mechanism it will use to arrive at the buy-back price).
14.2 - In the event that an Asset Owner intends to exercise its Buy-back Right, upon receipt of a valid written notice from the Asset Owner (“ Buy-back Notice ”), the Platform shall promptly provide written notice to affected Investors holding such Buy-back Units for the time being (“ Minority DU Holders ”) through the Asset Page of the Buy-back Unit. The written notice to Minority DU Holders shall specify the deadline by which Minority DU Holders would need to respond to the buy-back offer (“ Offer Deadline ”). Minority DU Holders who have not responded by the expiration of the Offer Deadline shall be deemed to have accepted the buy-back offer.
14.3 - When you purchase Digital Units on the Platform, you represent and warrant to EVIDENT that you accept such buy-back risk, that at the relevant time you have reviewed and understood the Buy-back Conditions applicable to such Digital Units, and that you consent to and authorize the Platform to facilitate any buy-back of such Digital Units that are conducted in accordance with the Buy-back Conditions applicable to that Digital Unit in the event that the applicable Asset Owner seeks to exercise its Buy-back Right.
14.4 - Upon receipt of a valid Buy-back Notice, the Platform shall be obligated to effect the acquisitions in accordance with applicable Buy-back Conditions provided that the Asset Owner shall provide the funds necessary to account to all Minority DU Holders pursuant to the applicable pricing mechanism stipulated in the Buy-back Conditions and to pay any fees charged by the Platform. Any accrued dividends or distributions (if any) and/or the buy-back amount shall be paid out to Minority DU Holders by the Asset Owner through the Platform.
14.5 - Minority DU Holders who have transferred any Buy-back Units from his/her Algorand blockchain address associated with his/her user account on the Platform to another blockchain address (i.e. whereby those Buy-back Units would be off-Platform) must transfer those Buy-back Units back into the Minority DU Holder’s Algorand blockchain address associated with his/her user account on the Platform in order for the Minority DU Holder to receive any accrued dividends or distributions (if any) and/or the buy-back amount.
These Investor T&Cs contain important information which apply to your dealings with us on our Platform in relation to any activities you engage in in the investing and trading of Digital Units. You should read this document carefully and keep it for future reference. Additional terms and conditions may apply in relation to your general use of our Platform and specific services offered by us on our Platform. Any such terms and conditions are additional to the terms set out in these Investor T&Cs.
Digital and virtual assets are highly risky assets and therefore are not suitable for the vast majority of people. You acknowledge and understand that dealing in digital and virtual assets may result in partial or total loss of your investment and therefore you are advised to decide the amount of your investment on the basis of your loss-bearing capacity. You acknowledge and understand that accordingly you are a sophisticated and Professional Investor and if you are in any doubt, you shall seek assistance from your own independent advisors (financial, tax, accounting or legal). In addition, as the digital and virtual assets market is relatively new, there may be unforeseen or unpredictable risks. You are advised to carefully consider and use clear judgment to assess your own financial position (with full appreciation and acceptance of the risks) before making any decisions to be involved in any digital or virtual assets transaction. Any and all losses arising therefrom will be borne solely by you and we shall not be held liable in any manner whatsoever or howsoever caused.
Please refer to Clause 3 of these Investor T&Cs for further details about the risks you should consider before getting involved in digital and virtual assets.
Nothing stated in these Investor T&Cs or on our Platform has been subject to scrutiny or approval by the Securities & Futures Commission of Hong Kong (“SFC”) or any other regulatory body.
1. Overview of Terms & Conditions in relation to Trading of Digital Units
1.1 - These terms and conditions govern Investors’ use of the Platform for investing and trading of Digital Units (“ Investor T&Cs ”), and are in addition to and supplement all applicable terms and conditions that Investors are also subject to in the General Terms and Conditions (“ General T&Cs ”). Please ensure that you have fully read and understood the General T&Cs with respect to your rights and obligations in using the Platform. Digital Units may only be owned, transferred, bought, sold, or otherwise dealt with on the Platform in accordance with these Investor T&Cs and the General T&Cs.
1.2 - Words and expressions defined in the General T&Cs shall, unless the context otherwise requires or unless otherwise defined herein, have the same meanings when used in these Investor T&Cs. Unless expressly provided otherwise, references to Clauses herein are to the clauses of these Investor T&Cs.
1.3 - References to “ you ” and/or “ your ” in these Investor T&Cs shall refer to Investors. If you are an authorized representative of a company or other legal entity who has been granted the requisite authority to operate and manage its Investor user account on behalf of such company or legal entity, “ you ” shall refer to that company or legal entity.
1.4 - ONLY PROFESSIONAL INVESTORS MAY ACCESS THE INVESTMENT AND TRADING OPPORTUNITIES PROVIDED BY THE PLATFORM. INVESTORS MUST UNDERSTAND THE RISK OF INVESTING IN THE ASSET CLASSES AVAILABLE ON THE PLATFORM, ARE SOPHISTICATED ENOUGH TO PROTECT THEIR OWN INTERESTS AND CAN TOLERATE THE RISK OF TOTAL CAPITAL LOSS.
1.5 - YOU CONFIRM AND DECLARE YOURSELF TO BE A PROFESSIONAL INVESTOR BY REGISTERING FOR AN INVESTOR USER ACCOUNT ON THE PLATFORM, AND YOU AGREE TO BE BOUND BY THESE INVESTOR T&CS.
1.6 - YOU SHALL READ THESE INVESTOR T&Cs CAREFULLY BEFORE REGISTERING FOR AN INVESTOR USER ACCOUNT ON THE PLATFORM, AND CONTINUE TO REVIEW THESE INVESTOR T&Cs PERIODICALLY AND REGULARLY FOR CHANGES. BY REGISTERING FOR AN INVESTOR USER ACCOUNT ON THE PLATFORM, YOU ACCEPT AND AGREE TO BE BOUND BY THESE INVESTOR T&Cs AND AGREE THAT SUCH TERMS CONSTITUTE A LEGALLY BINDING AGREEMENT BETWEEN YOU AND US. YOUR ACCESS TO THE INVESTMENT AND TRADING OPPORTUNITIES PROVIDED BY THE PLATFORM IS CONDITIONED ON YOUR ACCEPTANCE OF AND COMPLIANCE WITH THESE INVESTOR T&CS. IF YOU DO NOT AGREE TO BE FULLY BOUND BY THESE INVESTOR T&Cs YOU MUST NOT REGISTER FOR AN INVESTOR USER ACCOUNT ON THE PLATFORM.
1.7 - EVIDENT RESERVES THE RIGHT TO CHANGE OR MODIFY THESE INVESTOR T&Cs FROM TIME TO TIME. IF WE MAKE CHANGES TO THESE INVESTOR T&Cs, WE WILL NOTIFY YOU OF SUCH CHANGE BY POSTING THE UPDATED TERMS AND CONDITIONS ON THE PLATFORM AND/OR BY COMMUNICATING THESE CHANGES THROUGH ANY WRITTEN OR OTHER CONTACT METHOD WE HAVE ESTABLISHED WITH YOU AND THE AMENDED TERMS SHALL HAVE IMMEDIATE EFFECT UPON BEING POSTED ON THE PLATFORM, SUBJECT TO ANY APPLICABLE LAW. BY CONTINUING TO ACCESS AND USE THE PLATFORM WITH YOUR INVESTOR USER ACCOUNT, YOU CONFIRM YOUR ACCEPTANCE OF THE REVISED TERMS AND ALL OF THE TERMS INCORPORATED THEREIN BY REFERENCE. WE ENCOURAGE YOU TO REVIEW THE INVESTOR T&Cs FREQUENTLY TO ENSURE THAT YOU UNDERSTAND THE TERMS AND CONDITIONS THAT APPLY WHEN YOU ACCESS AND USE THE PLATFORM AS AN INVESTOR. ALL INVESTORS SHALL IMMEDIATELY DISCONTINUE THEIR ACCESS TO AND USE OF THE PLATFORM SHOULD THEY DISAGREE TO BE FULLY BOUND BY THE UPDATED TERMS.
1.8 - THE PLATFORM IS NOT DIRECTED TO ANY PERSON IN ANY JURISDICTION WHERE (BY REASON OF THAT PERSON’S NATIONALITY, RESIDENCE OR OTHERWISE) THE AVAILABILITY OF THE PLATFORM (INCLUDING ITS CONTENT AND/OR SERVICES) IS PROHIBITED. PERSONS IN RESPECT OF WHOM SUCH PROHIBITIONS APPLY MUST NOT ACCESS NOR USE THE PLATFORM. YOU SHOULD SATISFY YOURSELF BEFORE ACCESSING THE PLATFORM THAT WE WOULD BE ALLOWED TO PROVIDE THE SERVICES TO YOU UNDER THE LAW OF THE JURISDICTION IN WHICH YOU RESIDE, THE JURISDICTION(S) OF WHICH YOU ARE A CITIZEN, AND ANY OTHER RELEVANT LAW THAT IS APPLICABLE TO YOU. IT IS YOUR RESPONSIBILITY TO BE AWARE OF AND TO OBSERVE ALL APPLICABLE LAWS AND REGULATIONS OF ANY RELEVANT JURISDICTION, INCLUDING THE LAW OF YOUR COUNTRY OF RESIDENCE, YOUR COUNTRY OF CITIZENSHIP, AND ANY OTHER RELEVANT LAW THAT IS APPLICABLE TO YOU. TO THE EXTENT THAT IN OUR SOLE DISCRETION AND VIEW, WE ARE UNABLE TO PROVIDE THE SERVICES TO YOU, WE RESERVE SUCH RIGHT WITHOUT LIMITATION TO REMOVE YOU FROM BEING ABLE TO ACCESS OR USE THE SERVICES.
1.9 - These Investor T&Cs will remain in full force and effect while you have an Investor user account on the Platform.
2. Trading on the Platform
2.1 - The Platform provides Investors access to investment opportunities in innovative digital and virtual assets in the form of Digital Units, as well as trading opportunities through its secondary market.
2.2 - Investors will be able to access Digital Unit prices, trade information and utilize any trading capabilities that are made available on the Platform in order to conduct a transaction. All transactions are executed by the participating Investors in accordance with the terms and conditions of the smart contract.
2.3 - Investing in and trading Digital Units on the Platform will incur fees (such as trading fees and management fees), details of which can be found in the Investor Fee Schedule published on the Platform by EVIDENT from time to time. EVIDENT reserves the right to make any changes to the Service Fees at any time without prior notice. Investors are responsible for checking the Investor Fee Schedule regularly before engaging in any activity on the Platform that may incur Service Fees. The Service Fees will not include third-party fees that may arise out of or in connection with the sale, purchase, market making or exchange of Digital Units.
2.4 - Service Fees incurred by an Investor for utilizing Services on the Platform shall be payable by the Investor as follows: (a) for trading fees, through a Platform Stablecoin transaction from the Investor’s wallet to EVIDENT’s wallet and (b) for management fees, in Digital Units from the Investor’s wallet to EVIDENT’s wallet. Service Fees incurred by an Investor will be charged to and directly paid from that Investor’s Algorand blockchain address that is connected to his/her user account on the Platform. Every time you confirm on the Platform to engage in an activity where Service Fees are charged, you agree to and authorize EVIDENT to directly deduct such Service Fees from your Algorand blockchain address that is connected to your user account on the Platform.
2.5 - EVIDENT will not participate in any transaction on the Platform as a buyer or seller of any Digital Units, except where you have opted to engage EVIDENT’s market making services, and in such circumstances, only to the extent to fulfill its market maker role.
2.6 - By using the Platform, you acknowledge and agree in each instance that EVIDENT is not an agent or otherwise a responsible entity for any matter whatsoever with respect to any transaction between Investors. EVIDENT shall not be held liable to any party for any costs or damages arising out of or related to such transaction.
3. Risks & Risk Disclosures
A. We would like to remind you that:
In relation to digital assets:-
3.1 - The Digital Units available on this Platform have not been approved by any regulatory body. Alternative assets such as these are sophisticated investments and are not suitable for every class of investor. You should consult an independent advisor (legal, financial, accounting, tax or otherwise) regarding your specific situation before making any investment or other decision.
3.2 - The Digital Units themselves are not offered by EVIDENT. They are listed on the Platform after a screening procedure conducted by EVIDENT against the Platform’s listing eligibility criteria . Nonetheless, the offering documents or asset information provided by the Asset Owner of a Digital Unit have not been subject to scrutiny by the SFC or any other regulatory body.
3.3 - The digital assets market is new and highly risky, due to the fact that digital assets may be transacted without limits, and external forces (including but not limited to global legislative and/or regulatory changes that may adversely affect the use, transfer, exchange and value of digital assets) may cause major fluctuations in their prices. The volatility and unpredictability of the price of a digital asset may result in significant losses over a short period of time. Accordingly, you should exercise caution in relation to digital assets.
3.4 - The value of a digital asset may be derived from the continued willingness of market participants to purchase a digital asset, which means that the value of a particular digital asset may be completely and permanently lost should the market for that digital asset disappear. There can be no assurance that an active and liquid trading market in a digital asset will develop or, if such market develops, whether it will be maintained or sustained. In the absence of an active trading market, relatively small sales may result in a significant negative effect on the price of a digital asset.
3.5 - A digital asset may or may not be considered as “property” under the Hong Kong law or other applicable laws, and such legal uncertainty may affect the nature and enforceability of your interest in such digital asset.
3.6 - You note that the protection offered by the Investor Compensation Fund in Hong Kong does not apply to transactions involving digital assets (irrespective of the nature of the digital assets).
3.7 - The regulatory regime governing blockchain technologies (such as distributed ledgers, smart contracts, protocols and networks) and cryptocurrencies, stablecoins and digital assets is uncertain, and new regulations or policies may materially adversely affect the operations and development of the Platform and the utility and legality of cryptocurrencies, stablecoins and digital assets.
3.8 - The nature of digital assets exposes them to an increased risk of fraud or cybersecurity issues.
3.9 - Any blockchain protocol, smart contract or other technology in respect of digital assets and upon which digital assets are built may suffer an event or occurrence (including but not limited to the lack of network validators, phishing, cyberattacks, hacks, hard forks, lack of maintenance, etc.) which may put the digital asset at a high risk of being suspended, not available, blocked, discarded, terminated or otherwise.
3.10 - Certain digital assets are controllable only by the possessor of both the unique public key and private key relating to the local or online digital wallet in which that digital asset is held. Private keys typically must be safeguarded and kept private to prevent a third party from accessing the relevant digital assets held in any wallet. If a private key is lost, destroyed or otherwise compromised and no backup of the private key is accessible, the digitals assets held in the wallet will not be able to be accessed.
3.11 - The nature of digital assets means that any technological difficulties experienced by us or you may prevent you from accessing or retrieving your Digital Units.
3.12 - Before deciding to go ahead with any relevant investment, you should carefully review and consider the investment objectives, risk warnings, rights conferred to unitholders and disclosures set out in the Asset Page (including information and documents made available through the Asset Page) and a prospectus/ white paper about the Digital Unit, as well as the terms of the investment. You understand that it is your sole responsibility to review and to understand any investment you make by reviewing its constitutive and offering documents, including all asset information and documents made available through the Asset Page and any whitepapers (“ Relevant Documents ”). The information displayed on the Platform in relation to a Digital Unit is qualified in its entirety by the terms applicable to the investment opportunity as set out in its Relevant Documents and should be read together with such Relevant Documents.
3.13 - An investment in a Digital Unit is subject to risks and you can lose money on your investment. There can be no assurance that the Digital Unit will achieve your investment objectives. Unit values, yields, the presence of a secondary market, regulatory oversight, and total investment returns will fluctuate and you may not get back your money originally invested. Investment returns are net of all fees and expenses that may be involved in an investment opportunity and do not take into account sales, redemption, distribution or optional charges, or income taxes, that would have reduced returns. Past performance is not indicative of future performance. Each Digital Unit on the Platform has its specific and additional risks which are described in detail in their respective Relevant Documents. Please refer to the Relevant Documents of the Digital Unit that you are interested in for details about its potential risks, charges and expenses.
In relation to the use of the Platform:-
3.14 - We are making the Platform available to you in good faith and in a commercially reasonable manner.
3.15 - It is prohibited to use the Platform to engage in any illegal (illicit, illegitimate, immoral) transactions or activities, such as money laundering, terrorist financing or bribery. In the event that any illegal transactions or activities are suspected, we will adopt all available measures, including but not limited to freezing the User’s account on the Platform or notifying relevant authorities. We will not assume any of the responsibilities arising therefrom and reserve the right to hold relevant persons accountable.
3.16 - It is prohibited to use the Platform for the purpose of malicious manipulation of the market, or any other improper transactions. In the event that we suspect any such transactions or activities, we will adopt all available measures, including but not limited to restriction/ suspension of transactions, giving out warnings or closing user accounts. We will not assume any of the responsibilities arising therefrom and reserve the right to hold relevant persons accountable.
3.17 - We may suspend or terminate your user account or use of the Platform, or the processing of any digital assets transaction, at any time if we determine in our sole discretion that you have violated these Terms or your use of the Platform in your jurisdiction is unlawful.
3.18 - All opinions, information, discussions, analyses, prices, or other information on the Platform are general market information and do not constitute any investment advice, solicitation, or recommendation. We will not bear any responsibility for any loss (direct or indirect) howsoever caused and your use of the Platform is at your sole responsibility.
3.19 - The Relevant Documents of a Digital Unit are prepared and/or uploaded on the Platform by the Asset Owner who created and issued that Digital Unit. Any and all Relevant Documents that you find on or through the Platform is the sole responsibility of the Asset Owner who provided such Relevant Documents. EVIDENT does not, and is under no obligation, to review, screen, or inspect any Relevant Documents on the Platform, although EVIDENT reserves the right to do so, and to remove Relevant Documents at our sole discretion. Further, EVIDENT does not evaluate, confirm, endorse, or otherwise stand behind any Relevant Document provided by any Asset Owner on the Platform. EVIDENT shall not be liable in any way for any Relevant Documents posted on the Platform by Asset Owners, or any errors, omissions, loss, or damage of any kind as a result of such Relevant Documents on the Platform. You shall bear all risks associated with the use, reliance, accuracy, truthfulness, completeness, or usefulness of Relevant Documents.
3.20 - The Content may be changed from time to time and at any time without notice to you. Where the information is prepared and provided by us, we have taken reasonable measures to ensure the accuracy of the information on the Platform however, we do not guarantee the degree of such accuracy, or bear any loss arising directly or indirectly from the information (or use thereof) on this Platform or from any delay or failure howsoever caused.
3.21 - You are solely responsible for determining what, if any, taxes apply to your transactions which includes, but is not limited to any income, profit and/or capital gains tax. EVIDENT shall not be responsible for determining the taxes that apply to transactions nor will we provide any tax-related information to Investors.
3.22 - Transactions in digital assets are irreversible, and, accordingly, losses due to fraudulent or accidental transactions may not be recoverable.
3.23 - Digital asset transactions are deemed to be executed only when recorded and confirmed by the Platform, which may not necessarily be the time at which you initiated the transaction. Information as recorded on the blockchain that underlies the Platform shall at all times serve as conclusive evidence of where the title to a Digital Unit lies.
3.24 - Using Internet-based transaction systems also involves risks, including but not limited to system failures, security risk and failures, delays or lags in software, hardware or Internet links. In view of the fact that we cannot control the reliability and availability of the Internet, we will not be responsible for any such resulting risks including but not limited to delay, distortion, or link failures.
B. You agree and understand that you are solely responsible for determining the nature, potential value, suitability, and appropriateness of the risks of investing in a Digital Unit for yourself, and that we do not give advice or recommendations regarding Digital Units, including the suitability and appropriateness of, and investment strategies for, Digital Units. YOU AGREE AND UNDERSTAND THAT YOU ACCESS AND USE THE PLATFORM AT YOUR OWN RISK however, this section does not disclose all of the risks associated with Digital Units and using the Platform. You should, therefore, carefully consider whether such use is suitable for you in light of your circumstances and financial resources. You should be aware that you may sustain a total loss of the funds in your user account, and that under certain market conditions, you may find it difficult or impossible to liquidate a position.
4. Risk Disclaimers
4.1 - The fact that EVIDENT has made the Services and Content available to you on the Platform constitutes neither a recommendation that you enter into a particular transaction with a third party nor a representation that any Digital Unit, Service or offering described on this Platform is suitable or appropriate for you.
4.2 - The Content presented on the Platform is for general informational purposes only and should not be considered as solicitation, investment advice or a recommendation of any particular Digital Unit, security, strategy or investment product. The Content does not constitute and should not be used or construed as a solicitation, offer, recommendation or endorsement by EVIDENT, to buy or sell Digital Units presented on the Platform, to make any investment or to enter into any transaction whatsoever.
4.3 - The Content presented on the Platform is general in nature and was prepared without reference to any particular Investor’s investment requirements or financial situation. The Content is not intended and should not be construed as investment, legal, tax, financial or other advice of any nature whatsoever and it should not be relied on in making an investment or other decision. You should consult an independent advisor (legal, financial, accounting, tax or otherwise) regarding your specific situation before making any investment or other decision. Any reliance you place on Content presented on the Platform is strictly at your own risk. We disclaim all liability and responsibility arising from any reliance placed on such materials by you or any other User of the Platform, or by anyone who may be informed of any of its contents.
4.4 - EVIDENT makes no representation, undertaking or warranty, express or implied, of any kind that the Content on the Platform (especially the information in respect of each Digital Unit) are adequate, accurate, reliable, up-to-date or complete. Certain information on the Platform was obtained from sources that EVIDENT believes to be reliable however, EVIDENT does not guarantee the accuracy or completeness of any information obtained from any third party.
4.5 - Any discussion of the risks contained herein and on the Platform with respect to any transaction you may enter into should not be considered to be a disclosure of all risks or a complete discussion of the risks related to any such transaction. You should consult with your own independent advisers (legal, financial, accounting, tax or otherwise) concerning any contemplated transactions and not make the Content available on this Platform the primary basis for any investment decisions that you make. Any reliance that you place on the Content is strictly at your own risk. We disclaim all liability and responsibility arising from any such reliance.
4.6 - EVIDENT does not make any explicit or implicit warranties in connection with the market, value and price of Digital Units you understand and acknowledge that the digital asset market is unstable, that the price and value of assets may fluctuate or collapse at any time, and that the investment in Digital Units is based on your personal free will and decision and therefore you shall assume any and all risks and losses that may possibly arise therefrom.
4.7 - The Content presented on the Platform does not constitute an offer or solicitation and may not be treated as an offer or solicitation (i) in any jurisdiction where such an offer or solicitation is against the law (ii) to anyone to whom it is unlawful to make such an offer or solicitation or (iii) if the person making the offer or solicitation is not qualified to do so. The Digital Units offered on the Platform can only be marketed in certain jurisdictions only. You acknowledge and agree that it is solely your responsibility to be aware of the applicable laws and regulations of your country of residence, your country of citizenship and any other relevant law that is applicable to you. Furthermore, the Content presented on the Platform does not constitute an offer or solicitation to buy or sell Digital Units, by anyone in any jurisdiction in which such offer, solicitation or distribution would be unlawful or in which the person making such offer or solicitation is not qualified to do so or to anyone to whom it is unlawful to make such offer or solicitation.
4.8 - You hereby agree that you will not hold EVIDENT responsible in law or equity for any decisions of whatsoever nature which you make or refrain from making in your use of the Platform.
5. Eligibility
5.1 - To qualify to invest and effectively use our Platform, you would have to meet certain criteria, including but not limited to having minimum net worth benchmarked to the definition of Professional Investors under the SFO, or as applicable under the respective local jurisdictions to which you are subject, and having sufficient prior investment experience. Each investor is required to represent that they comply with the applicable regulations and laws upon registration on the Platform.
5.2 - When you register as an Investor, in addition to the representations and warranties contained in Clause 4.1 of the General T&Cs , you represent and warrant to EVIDENT that:
a) you qualify as a Professional Investor as defined under the SFO, or as applicable under the respective local jurisdictions to which you are subject, and you understand and acknowledge the risks of being treated as a Professional Investor
b) you are experienced in digital assets and understand the risks involved in transactions involving digital assets
c) you have all requisite right, authority and capacity to form a binding contract, to accept and perform your obligations under these Investor T&Cs, to bind the company or other legal entity you may be acting on behalf of to these Investor T&Cs (where you are acting as the authorized representative of a company or other legal entity), to enter into transactions and to use the Platform for digital assets transactions
d) unless circumstances are proven otherwise, you have acted on your own volition on a reverse inquiry basis seeking investment or other opportunities on the Platform (after taking into account your own requirements which you consider are suitable or relevant for you), and that EVIDENT has not directly solicited, marketed or attempted to sell anything to you in relation to any specific Digital Unit or investment
e) any information you provide or make available to us is at all times true, accurate, current, complete and not misleading
f) you have read and fully understood these Investor T&CS (in particular the risks and risk disclosures and disclaimers) and you will be bound by and comply with all of the terms and conditions contained herein
g) you will comply with all applicable laws or regulations in your access to and use of the Platform (including but not limited to reporting any trading activities or profits for taxation purposes), as well as the performance of your obligations and exercise of your rights under these Investor T&Cs
h) you have used your own judgment and decision to register as an Investor on the Platform and have not relied on anything we or any of our representatives, affiliates, directors, employees or agents may have said
i) your access to the Platform, use of its Services and all activities being conducted on the Platform is not for any illegal or immoral purposes
j) you have obtained all rights, licenses, consents, permissions, power and/or authority necessary or otherwise to buy, sell or exchange Digital Units
k) your access to the Platform, use of its Services and all activities being conducted on the Platform shall be in compliance with all relevant laws and regulations of the jurisdiction applicable to you and your circumstances and
l) if any aspect of your use of the Platform violates provisions of the laws to which you are subject, you will immediately cease using the Platform and EVIDENT would have the right to close your user account on the Platform.
6. Registration of Account
6.1 - In accordance with applicable regulatory requirements, EVIDENT requires all new investors on the Platform to undergo a know your customer process by way of completing a questionnaire on the Platform that is designed to separate investors qualified to access investment opportunities on the Platform from those that are not. You specifically acknowledge and agree that EVIDENT will rely on any representations made by you during this process and that you are under an obligation to ensure that any information you provide or make available to EVIDENT is at all times true, accurate, current and complete.
6.2 - After filling in the relevant information in accordance with the requirements of the Platform, going through other relevant procedures, and agreeing to the General T&Cs [INSERT HYPERLINK] and these Investor T&CS, you will successfully register yourself as an Investor of the Platform. In the process of registration, if you click on the “I Agree” button (or any other button having the same and equivalent meaning), it shall be deemed that you have reached an agreement with us by way of electronic signature.
6.3 - Unless and until you become a registered Investor on the Platform, you cannot gain access to the investment and trading opportunities on the Platform.
6.4 - Where you successfully register yourself as an Investor of the Platform, you will receive an Algorand blockchain address capable of receiving Digital Units, as well as a Platform digital wallet which enables you to view, access and manage the contents of any Algorand blockchain address that is connected to your user account on the Platform.
6.5 - As an Investor, you shall keep your login password, short messaging service (“ SMS ”)/ software authenticator, payment password, Algorand blockchain address, account seed phrases, etc. properly secured and you shall be liable for all activities and events carried out through your user account. When you find that your user account on the Platform, your login password, SMS/ software authenticator, payment password, Algorand blockchain address, account seed phrases, etc. has been used by any unauthorized third party or you uncover any other problem/ irregularity relating to the security or access of your user account, you shall immediately inform us in a prompt and effective manner, and request us to temporarily suspend your access to the Platform and your ability to use the Services pending an investigation. We shall take action in relation to your request within a reasonable time nonetheless, we do not bear any liability for the consequences that have arisen before such action is taken, including but not limited to any loss or potential loss (howsoever caused) that you may sustain. You may not assign your user account on the Platform to any other person by way of donation, lending, leasing, transfer or otherwise without prior written consent from us.
6.6 - You may fund your account on the Platform by associating a valid payment method with your user account. The Platform supports payment methods such as bank transfers or payments via a card and wallet payments processor. You have the option to associate multiple payment methods with your user account and may select the payment method you would like to use each time you wish to fund your account. You are solely responsible for all fees and charges chargeable by the company operating the payment method you select when undertaking a funding transaction, including but not limited to any administration, currency conversion or processing fees, and disclaim all rights to seek reimbursement for overdraft fees.
6.7 - EVIDENT will block multiple accounts of the same user. You agree that you will not register another user account if we have disabled one that you had without prior written consent from us.
6.8 - You further acknowledge and agree that EVIDENT may from time to time request from you relevant supporting documentation to verify your status as a Professional Investor. You may lose your access to the Platform if you fail to respond to EVIDENT’s reasonable requests. You must make your own assessment regarding regulatory requirements as may be applied to your activities on the Platform.
6.9 - In registering a user account with us, or continuing to use the Platform, you shall continually confirm and undertake to us that you are who you say you are, and that you are using the Platform in your own capacity rather than acting for any other third party. You agree that you will not share your user account with anyone.
6.10 - We make no representation that the Content and/or Services on this Platform conform to your local laws, and if you are accessing this Platform from a location outside Hong Kong, you alone are responsible for compliance with your local laws.
7. Investor Undertakings
7.1 - You undertake to act responsibly when accessing and using the Platform, which means that you agree to comply with all obligations stipulated under this clause and the rest of the provisions under these Investor T&Cs, all obligations stipulated under the General T&Cs (including Clause 5 thereof), as well as any other rules and statements that the Platform may release/ update from time to time.
7.2 - You undertake that:
a) you will only invest in a Digital Unit offered on the Platform after carefully reviewing and assessing the Relevant Documents and the terms of the investment, including but not limited to the asset information and documents on the Asset Page, the related private placement memorandum and/or white paper, the relevant legal agreements and organizational documents as well as all other related information provided through the Platform and the Asset Owner of the Digital Unit
b) you will use your own judgment before making any decision to invest, and that you understand that the value of investments and any income generated may fluctuate and is not guaranteed
c) you will be solely responsible for complying with any and all applicable laws regarding any activity and/or transaction made on the Platform, including without limitation any representation that you are an investor qualified to invest via the Platform and whether any investment complies with the terms of your local law (whether the law of the country you reside in or of any foreign government with jurisdiction over you), as well as reporting requirements (if any), including your own tax or fiscal obligations
d) prior to making any investment decision, you would conduct a thorough investigation and obtain all necessary professional advice, including legal, tax, financial, accounting and other advice
e) you have not relied on any Content published on the Platform to enter into any transaction
f) you have reviewed and understood the terms of investment and the discussion of risks as set out in the Relevant Documents in relation to the relevant Digital Unit that you are considering and as otherwise set out on the Platform (including in these Investor T&Cs), and that you are otherwise aware of the risks of investing in digital assets
g) you will not engage in any activities which, in the sole and absolute judgment of EVIDENT, constitute market misconduct, including but not limited to the following conduct: (i) creating a false or misleading appearance of active transactions in any Digital Unit on the Platform, or with respect to the market for, or the price for dealings in, any Digital Unit on the Platform (ii) price rigging (iii) employing any device, scheme or artifice with intent to defraud or deceive, or engaging in any act, practice, or course of business which is fraudulent or deceptive or would operate as a fraud or deception and (iv) market manipulation
h) you will not expect EVIDENT to provide any investment advice, offer, solicitation or recommendation to you to deal in any investment products (including any Digital Units)
i) you will not treat any Content, email or other information you receive as a result of your access to the Platform as a recommendation or representation of any kind by EVIDENT or any Company Person on which you should rely
j) you will not rely on EVIDENT to (and you understand that we do not) endorse, support, represent or guarantee the completeness, truthfulness, accuracy or reliability of any Content or information displayed on the Platform and
k) you will not use any Content, or other information acquired from any User, or otherwise through your use of the Platform, for commercial or investment activity outside of the Platform, without prior written approval from EVIDENT.
7.3 - You acknowledge and agree that:
a) the use and interpretation of Content on the Platform requires specialist skill and knowledge of digital assets, financial products and markets
b) you have that skill and knowledge and undertake that you will exercise that skill and knowledge and appropriate judgement when perusing Content on the Platform
c) you shall be solely responsible for any opinions, forecasts or other conclusions made or actions taken by you based (wholly or in part) on Content on the Platform and
d) you are in the best position to ascertain any loss you may suffer in connection with any action you take following your review and consideration of Content on the Platform, that you are therefore responsible for making appropriate insurance arrangements to address the risk of any such loss and that the provisions of Clause 4 of these Investor T&Cs and Clause 16 in the General T&Cs are reasonable in these circumstances.
7.4 - Your decision to access and use the Platform is your personal decision (based on your own personal circumstances, financial or otherwise) and therefore you shall bear all the risks and losses (if any) howsoever caused. Your sole remedy for dissatisfaction with the Platform and/or Content presented on the Platform is to stop using the Platform.
8. Confidentiality
By registering a user account or otherwise using the Platform or viewing the Content made available through the Platform in any way, you may be exposed to Sensitive Information. It is expected that you will use discretion in handling Sensitive Information. You agree that you will not republish, or cause any third party to republish, any information you acquire through the Platform via an Internet website or otherwise. You further agree that you will not use Sensitive Information for any reason other than for your own evaluation of a particular Digital Unit unless approved in advance in writing by EVIDENT.
9. Conducting OTC Trades Outside of the Platform
Investors intending to enter into an over-the-counter transaction of a Digital Unit outside of the Platform shall obtain the express prior written consent of EVIDENT before proceeding. EVIDENT reserves the right in its sole discretion to suspend an Investor’s user account on the Platform in the event of a violation of this clause.
10. Availability of the Platform
EVIDENT operates and controls the Platform from its offices in Hong Kong. Some Services and Digital Units offered on the Platform may not be registered or licensed under legal and regulatory provisions governing financial services or products and their providers in other jurisdictions. The Content provided on or through the Platform is not intended for distribution to or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or which would subject EVIDENT to any registration requirement within such jurisdiction or country. Accordingly, those persons who choose to access the Platform from other locations do so on their own initiative and are solely responsible for compliance with local laws, if and to the extent local laws are applicable. Therefore, all Investors are requested to contact representatives of EVIDENT for information about Digital Units and Services available in their country.
11. Air drops, Hard forks and other such events
As digital assets and the environment surrounding them evolve and develop over time, certain events may occur with respect to some or all of the digital assets, including but not limited to air drops and hard forks. Some or all of these events may be beyond our control, but may have an effect on some or all of your Digital Units. Please refer to our Air Drops Policy which sets out how we intend to deal with those circumstances, specifically in case of air drops.
12. Claw-back Mechanism
12.1 - EVIDENT reserves the right to exercise a claw-back function in the event that an Adverse Event occurs.
12.2 - The following events shall constitute an “ Adverse Event ”:
a) where EVIDENT (or its agent) suspects that there has been a hacking attack on the Platform which has affected a Digital Unit and/or an Investor
b) where EVIDENT (or its agent) suspects that there has been a commission of fraud or other illegal activity on the Platform by an Investor and/or User
c) where EVIDENT is requested to recover an asset by a competent authority (including by a court of competent jurisdiction or by any regulatory authority) or does so to comply with any applicable law or regulation or
d) where an Investor fails to comply with its contractual obligations relating to redemption or buy-back of a Digital Unit under the Terms, and EVIDENT is contractually obligated to give effect to such redemption or buy-back pursuant to and in accordance with the Terms.
12.3 - The claw-back function enables EVIDENT to move any Digital Unit to any Algorand blockchain address in the event that approval by multiple signatures are obtained, and allows EVIDENT (without limitation) to:
a) recover any Digital Unit listed on the Platform (for instance, Digital Units that have been the subject of fraud or illegal activity)
b) recover payments made during transactions on the Platform
c) reverse one or several transactions on the Platform (for instance, in the event of a hacking attack) and/or
d) take any other remedial action.
12.4 - EVIDENT shall have sole discretion, subject to any order by a competent authority (including by a court of competent jurisdiction or by any regulatory authority) and the obtaining of the necessary approval by multiple signatures, and to the extent that its actions are in compliance with any applicable law or regulation, to determine how the claw-back function is to be exercised.
12.5 - In the event that EVIDENT decides to exercise its right to claw back Digital Units, EVIDENT shall provide affected Investors with at least twenty-four (24) hours’ prior written notice before it begins the claw-back procedure.
13. Redemption of Digital Units
13.1 - Digital Units listed on the Platform are subject to redemption by the applicable Asset Owner. In the event of a redemption, following receipt of final distributions (if any), the Digital Units that are subject to redemption (“ Redemption Digital Units ”) shall be automatically redeemed, burned and/or retired by the Platform and taken out of circulation.
13.2 - Any redemption of a Digital Unit shall be conducted in accordance with the redemption conditions as set out in the Relevant Documents (“ Redemption Conditions ”) applicable to that Digital Unit.
13.3 - In the event that a Digital Unit is to be redeemed, upon receipt of a written notice from the applicable Asset Owner requesting to exercise his/her right to redeem such Digital Units (“ Redeeming Asset Owner ”), the Platform shall promptly provide written notice to Investors holding such Digital Units for the time being (“ Affected Investors ”) through the Asset Page of the Digital Unit and shall continue to provide Affected Investors with periodic updates regarding the progress of the redemption procedure and expected timing and date of redemption.
13.4 - When you purchase Digital Units on the Platform, you represent and warrant to EVIDENT that you accept such redemption risk, that at the relevant time you have reviewed and understood the Redemption Conditions applicable to such Digital Units, and that you consent to and authorize the Platform to facilitate any redemption of such Digital Units that are conducted in accordance with the Redemption Conditions applicable to that Digital Unit in the event that the applicable Asset Owner seeks to exercise its right of redemption.
13.5 - On or prior to the date of redemption, if there are any final distributions which are accrued and outstanding, such final distributions (if any) shall first be paid out to the Affected Investors by the Redeeming Asset Owner prior to the redemption of the Redemption Digital Units. Any and all Redemption Digital Units being redeemed pursuant to this clause shall thereafter be automatically burned or retired by the Platform and taken out of circulation.
13.6 - Affected Investors who have transferred any Redemption Digital Units from his/her Algorand blockchain address associated with his/her user account on the Platform to another blockchain address (i.e. whereby those Redemption Digital Units would be off-Platform) must transfer those Redemption Digital Units back into the Affected Investor’s Algorand blockchain address associated with his/her user account on the Platform in order for the Affected Investor to receive any accrued final distributions (if any).
14.Buy-back of Digital Units
14.1 - Digital Units listed on the Platform are subject to buy back by the applicable Asset Owner (the “ Buy-back Right ”). Any buy-back of a Digital Unit shall be conducted in accordance with the buy-back conditions as set out in the Relevant Documents (“ Buy-back Conditions ”) applicable to that Digital Unit (“ Buy-back Units ”) (which shall include the conditions under which a buy-back can be conducted by the applicable Asset Owner, along with the pricing mechanism it will use to arrive at the buy-back price).
14.2 - In the event that an Asset Owner intends to exercise its Buy-back Right, upon receipt of a valid written notice from the Asset Owner (“ Buy-back Notice ”), the Platform shall promptly provide written notice to affected Investors holding such Buy-back Units for the time being (“ Minority DU Holders ”) through the Asset Page of the Buy-back Unit. The written notice to Minority DU Holders shall specify the deadline by which Minority DU Holders would need to respond to the buy-back offer (“ Offer Deadline ”). Minority DU Holders who have not responded by the expiration of the Offer Deadline shall be deemed to have accepted the buy-back offer.
14.3 - When you purchase Digital Units on the Platform, you represent and warrant to EVIDENT that you accept such buy-back risk, that at the relevant time you have reviewed and understood the Buy-back Conditions applicable to such Digital Units, and that you consent to and authorize the Platform to facilitate any buy-back of such Digital Units that are conducted in accordance with the Buy-back Conditions applicable to that Digital Unit in the event that the applicable Asset Owner seeks to exercise its Buy-back Right.
14.4 - Upon receipt of a valid Buy-back Notice, the Platform shall be obligated to effect the acquisitions in accordance with applicable Buy-back Conditions provided that the Asset Owner shall provide the funds necessary to account to all Minority DU Holders pursuant to the applicable pricing mechanism stipulated in the Buy-back Conditions and to pay any fees charged by the Platform. Any accrued dividends or distributions (if any) and/or the buy-back amount shall be paid out to Minority DU Holders by the Asset Owner through the Platform.
14.5 - Minority DU Holders who have transferred any Buy-back Units from his/her Algorand blockchain address associated with his/her user account on the Platform to another blockchain address (i.e. whereby those Buy-back Units would be off-Platform) must transfer those Buy-back Units back into the Minority DU Holder’s Algorand blockchain address associated with his/her user account on the Platform in order for the Minority DU Holder to receive any accrued dividends or distributions (if any) and/or the buy-back amount.
These Asset Owner T&Cs contain important information which apply to your dealings with us on our Platform in relation to the Digitalization Services (as defined in these Asset Owner T&Cs). You should read this document carefully and keep it for future reference. Additional terms and conditions may apply in relation to your general use of our Platform and specific services offered by us on our Platform. Any such terms and conditions are additional to the terms set out in these Asset Owner T&Cs.
Digital and virtual assets are highly risky assets and therefore are not suitable for the vast majority of people. You acknowledge and understand that dealing in digital and virtual assets may result in partial or total loss. You acknowledge and understand that accordingly you are sophisticated in such dealings and if you are in any doubt, you shall seek assistance from your own independent advisors (financial, tax, accounting or legal). In addition, as the digital and virtual assets market is relatively new, there may be unforeseen or unpredictable risks. You are advised to carefully consider and use clear judgment to assess your own financial position (with full appreciation and acceptance of the risks) before making any decisions to be involved in any digital or virtual assets transaction. Any and all losses arising therefrom will be borne solely by you and we shall not be held liable in any manner whatsoever or howsoever caused.
Please refer to Clause 3 of these Asset Owner T&Cs for further details about the risks you should consider before getting involved in digital and virtual assets.
Nothing stated in these Asset Owner T&Cs or on our Platform has been subject to scrutiny or approval by the Securities & Futures Commission of Hong Kong (“SFC”) or any other regulatory body.
1. Overview of Terms & Conditions in relation to Digitalization of Assets
1.1 - These terms and conditions govern Asset Owners’ use of the Platform’s digitalization services (“ Asset Owner T&Cs ”), and are in addition to and supplement all applicable terms and conditions that Asset Owners are also subject to in the General Terms and Conditions (“ General T&Cs ”). Please ensure that you have fully read and understood the General T&Cs with respect to your rights and obligations in using the Platform.
1.2 - Words and expressions defined in the General T&Cs shall, unless the context otherwise requires or unless otherwise defined herein, have the same meanings when used in these Asset Owner T&Cs. Unless expressly provided otherwise, references to Clauses herein are to the clauses of these Asset Owner T&Cs. 1.3 - References to “ you ” and/or “ your ” in these Asset Owner T&Cs shall refer to Asset Owners. If you are an authorized representative of a company or other legal entity who has been granted the requisite authority to operate and manage its Asset Owner user account on behalf of such company or legal entity, “ you ” shall refer to that company or legal entity. 1.4 - YOU SHALL READ THESE ASSET OWNER T&Cs CAREFULLY BEFORE REGISTERING FOR AN ASSET OWNER USER ACCOUNT ON THE PLATFORM, AND CONTINUE TO REVIEW THESE ASSET OWNER T&Cs PERIODICALLY AND REGULARLY FOR CHANGES. BY REGISTERING FOR AN ASSET OWNER USER ACCOUNT ON THE PLATFORM, YOU ACCEPT AND AGREE TO BE BOUND BY THESE ASSET OWNER T&Cs AND AGREE THAT SUCH TERMS CONSTITUTE A LEGALLY BINDING AGREEMENT BETWEEN YOU AND US. YOUR ACCESS TO AND USE OF THE DIGITALIZATION SERVICES OFFERED BY THE PLATFORM IS CONDITIONED ON YOUR ACCEPTANCE OF AND COMPLIANCE WITH THESE ASSET OWNER T&Cs. IF YOU DO NOT AGREE TO BE FULLY BOUND BY THESE ASSET OWNER T&Cs YOU MUST NOT REGISTER FOR AN ASSET OWNER USER ACCOUNT ON THE PLATFORM. 1.5 - EVIDENT RESERVES THE RIGHT TO CHANGE OR MODIFY THESE ASSET OWNER T&Cs FROM TIME TO TIME. IF WE MAKE CHANGES TO THESE ASSET OWNER T&Cs, WE WILL NOTIFY YOU OF SUCH CHANGE BY POSTING THE UPDATED TERMS AND CONDITIONS ON THE PLATFORM AND/OR BY COMMUNICATING THESE CHANGES THROUGH ANY WRITTEN OR OTHER CONTACT METHOD WE HAVE ESTABLISHED WITH YOU AND THE AMENDED TERMS SHALL HAVE IMMEDIATE EFFECT UPON BEING POSTED ON THE PLATFORM, SUBJECT TO ANY APPLICABLE LAW. BY CONTINUING TO ACCESS AND USE THE PLATFORM WITH YOUR ASSET OWNER USER ACCOUNT, YOU CONFIRM YOUR ACCEPTANCE OF THE REVISED TERMS AND ALL OF THE TERMS INCORPORATED THEREIN BY REFERENCE. WE ENCOURAGE YOU TO REVIEW THE ASSET OWNER T&Cs FREQUENTLY TO ENSURE THAT YOU UNDERSTAND THE TERMS AND CONDITIONS THAT APPLY WHEN YOU ACCESS AND USE THE PLATFORM AS AN ASSET OWNER. ALL ASSET OWNERS SHALL IMMEDIATELY DISCONTINUE THEIR ACCESS TO AND USE OF THE PLATFORM SHOULD THEY DISAGREE TO BE FULLY BOUND BY THE UPDATED TERMS. 1.6 - These Asset Owner T&Cs will remain in full force and effect while you have an Asset Owner user account on the Platform.
2. The Digitalization Services
2.1 - The Platform provides services to assist asset owners (or their authorized representative) to digitalize or create digital or virtual assets in an underlying asset (including but not limited to alternative assets, private equity and venture capital funds, real estate, infrastructure, natural resources, collectibles, and intangible assets) with the objective to offer small investable fractions of the asset on the Platform (“ Digitalization Services ”). The scope of the Digitalization Services is set out in the Digitalization Services page, but generally consists of the following two aspects:
a) at the Asset Owner’s option, the Platform provides structuring guidance and setup support to enable the digitalization of the asset and
b) the Platform digitalizes the asset by creating, issuing and listing Digital Units on the Platform.
2.2 - Utilizing the Digitalization Services on the Platform will incur fees, details of which are set out in the Asset Owner Fee Schedule provided from time to time by EVIDENT upon request. EVIDENT reserves the right to make any changes to the Service Fees at any time without prior notice. Asset Owners are responsible for checking the Service Fees with EVIDENT regularly before engaging in any activity on the Platform that may incur Service Fees. The Service Fees will not include third-party fees that may arise out of or in connection with the creation or custody of Digital Units.
2.3 - Service Fees incurred by an Asset Owner for utilizing the Digitalization Services shall be payable by the Asset Owner through one of three means. Asset Owners may choose, at their discretion, to settle payments either: (a) through a Platform Stablecoin transaction from the Asset Owner’s wallet to EVIDENT’s wallet, or (b) in fiat currency through bank transfer. On mutual agreement in writing between EVIDENT and an Asset Owner, Service Fees incurred by the Asset Owner may also be paid in Digital Units.
3. Risks & Risk Disclosures
A . Before utilizing the Platform’s Digitalization Services, you should consider the following risks:
In relation to digital assets:-
3.1 - The digital assets market is new and highly risky, due to the fact that digital assets may be transacted without limits, and external forces (including but not limited to global legislative and/or regulatory changes that may adversely affect the use, transfer, exchange and value of digital assets) may cause major fluctuations in their prices. The volatility and unpredictability of the price of a digital asset may result in significant losses over a short period of time. Accordingly, you should carefully consider if the Platform’s Digitalization Services are a suitable means to reach your objectives and exercise caution in relation to digital assets.
3.2 - The value of a digital asset may be derived from the continued willingness of market participants to purchase a digital asset, which means that the value of a particular digital asset may be completely and permanently lost should the market for that digital asset disappear. There can be no assurance that an active and liquid trading market in a digital asset will develop or, if such market develops, whether it will be maintained or sustained. In the absence of an active trading market, relatively small sales may result in a significant negative effect on the price of a digital asset.
3.3 - A digital asset may or may not be considered as “property” under the Hong Kong law or other applicable laws, and such legal uncertainty may affect the nature and enforceability of your interest in such digital asset.
3.4 - The regulatory regime governing blockchain technologies (such as distributed ledgers, smart contracts, protocols and networks) and cryptocurrencies, stablecoins and digital assets is uncertain, and new regulations or policies may materially adversely affect the operations and development of the Platform and the utility and legality of cryptocurrencies, stablecoins and digital assets.
3.5 - The nature of digital assets exposes them to an increased risk of fraud or cybersecurity issues.
3.6 - Any blockchain protocol, smart contract or other technology in respect of digital assets and upon which digital assets are built may suffer an event or occurrence (including but not limited to the lack of network validators, phishing, cyberattacks, hacks, hard forks, lack of maintenance, etc.) which may put the digital asset at a high risk of being suspended, not available, blocked, discarded, terminated or otherwise.
3.7 - Certain digital assets are controllable only by the possessor of both the unique public key and private key relating to the local or online digital wallet in which that digital asset is held. Private keys typically must be safeguarded and kept private to prevent a third party from accessing the relevant digital assets held in any wallet. If a private key is lost, destroyed or otherwise compromised and no backup of the private key is accessible, the digitals assets held in the wallet will not be able to be accessed.
3.8 - The nature of digital assets means that any technological difficulties experienced by us or you may prevent you from accessing or retrieving your Digital Units.
In relation to the use of the Platform:-
3.9 - We are making the Platform available to you in good faith and in a commercially reasonable manner.
3.10 - It is prohibited to use the Platform to engage in any illegal (illicit, illegitimate, immoral) transactions or activities, such as money laundering, terrorist financing or bribery. In the event that any illegal transactions or activities are suspected, we will adopt all available measures, including but not limited to freezing the User’s user account on the Platform or notifying relevant authorities. We will not assume any of the responsibilities arising therefrom and reserve the right to hold relevant persons accountable.
3.11 - We may suspend or terminate your user account or use of the Platform, or the processing of any digital assets transaction, at any time if we determine in our sole discretion that you have violated these Terms or your use of the Platform in your jurisdiction is unlawful.
B. You understand and agree that you are solely responsible for determining the nature, potential value, suitability, and appropriateness of the risks of utilizing the Digitalization Services for yourself. EVIDENT does not make any explicit or implicit warranties in connection with the market, value and price of Digital Units, nor the fitness for a particular purpose of the Digitalization Services you understand and acknowledge that the digital asset market is unstable, that the price and value of assets may fluctuate or collapse at any time, and that utilizing the Digitalization Services may not help you achieve your objectives whatever they may be (including but not limited to liquidity or fundraising objectives). You hereby agree that you will not hold EVIDENT responsible in law or equity for any decisions of whatsoever nature which you make or refrain from making in your use of the Platform.
C. This brief section does not disclose all of the risks associated with Digital Units, the Digitalization Services and using the Platform. YOU AGREE AND UNDERSTAND THAT YOU ACCESS AND USE THE PLATFORM AT YOUR OWN RISK.
4. Eligibility
When you register as an Asset Owner, in addition to the representations and warranties contained in Clause 4.1 of the General T&Cs, you represent and warrant to EVIDENT that:
a. you have all requisite right, authority and capacity to accept and perform your obligations under these Asset Owner T & Cs, to bind the company or other legal entity you may be acting on behalf of to these Asset Owner T&Cs (where you are acting as the authorized representative of a company or other legal entity), to enter into transactions and to use the Platform for Digitalization Services
b. (in the event that you are an authorized representative of an asset owner) you have all requisite right, authority and capacity to act on behalf of the asset owner in respect of utilizing the Digitalization Services on the Platform to digitalize assets that are owned by the asset owner (including without limitation, the manner in which the Digitalization Services are utilized and any decisions to be made in respect thereof)
c. any information you provide or make available to us and/or on the Platform is at all times true, accurate, current, complete and not misleading
d. you (or in the event that you are an authorized representative of an asset owner, the asset owner you are authorized to represent) have legal and beneficial title to any and all of the assets that you bring onto the Platform for digitalization
e. you will make true, accurate, current and complete disclosures of third parties that may have any claim on the assets that you bring onto the Platform for digitalization (if any), and any encumbrance that may exist over any such assets (if any)
f. you have obtained all rights, licenses, consents, permissions, power and/or authority necessary or otherwise to create, issue and list Digital Units
g. your access to the Platform, use of its Digitalization Services and all activities being conducted on the Platform shall not result in a breach of any other agreement or arrangement to which you (or in the event that you are an authorized representative of an asset owner, the asset owner you are authorized to represent) are a party, nor shall it give rise to any right of termination of any other agreement or arrangement to which you (or in the event that you are an authorized representative of an asset owner, the asset owner you are authorized to represent) are a party
h. your access to the Platform, use of its Digitalization Services and all activities being conducted on the Platform shall be in compliance with all relevant laws and regulations of the jurisdiction applicable to you (or in the event that you are an authorized representative of an asset owner, the asset owner you are authorized to represent) and your circumstances
i. you (and in the event that you are an authorized representative of an asset owner, the asset owner you are authorized to represent) have read and fully understood these Asset Owner T&Cs (in particular the risks and risk disclosures and disclaimers) and you (and in the event that you are an authorized representative of an asset owner, the asset owner you are authorized to represent) will be bound by and comply with all of the terms and conditions contained herein
j. you will comply with all applicable laws or regulations in your access to and use of the Platform, as well as the performance of your obligations and exercise of your rights under these Asset Owner T&Cs
k. you have used your own judgment and decision to register as an Asset Owner on the Platform and have not relied on anything we or any of our representatives, affiliates, directors, employees or agents may have said
l. your access to the Platform, use of its Digitalization Services and all activities being conducted on the Platform is not for any illegal or immoral purposes.
5. Registration of Account
5.1 - To access the Digitalization Services, you must register to create an Asset Owner user account on the Platform. Registration for an Asset Owner user account will grant you access to the Asset Owner Portal on the Platform which will allow you to create, issue and manage your Digital Units.
5.2 - To successfully register yourself as an Asset Owner of the Platform, you will have to agree to the General T&Cs, and these Asset Owner T&Cs. In the process of registration, if you click on the “I Agree” button (or any other button having the same and equivalent meaning), it shall be deemed that you have reached an agreement with us by way of electronic signature.
5.3 - Unless and until you become a registered Asset Owner on the Platform, you cannot gain access to the Digitalization Services on the Platform.
5.4 - Once an Asset Owner is onboarded to the Platform, you will be granted access to the Asset Owner Portal, where you can navigate through and utilize the suite of Digitalization Services offered by the Platform. Through the Asset Owner Portal, the Asset Owner may create, issue and list a Digital Unit, as well as manage your Digital Units, including without limitation, setting up an Asset Page to introduce a Digital Unit, setting up a data room for Investors to carry out due diligence of the Digital Unit, sharing updates on the Digital Unit and its underlying asset and communicating with Investors.
5.5 - As an Asset Owner, you shall keep your login password, short messaging service (“ SMS ”)/ software authenticator, Algorand blockchain address, account seed phrases, etc. properly secured and you shall be liable for all activities and events carried out through your user account. When you find that your account on the Platform, your login password, SMS/ software authenticator, Algorand blockchain address, account seed phrases, etc. has been used by any unauthorized third party or you uncover any other problem/ irregularity relating to the security or access of your user account, you shall immediately inform us in a prompt and effective manner, and request us to temporarily suspend your access to the Asset Owner Portal and your ability to use the Digitalization Services pending an investigation. We shall take action in relation to your request within a reasonable time nonetheless, we do not bear any liability for the consequences that have arisen before such action is taken, including but not limited to any loss or potential loss (howsoever caused) that you may sustain. You may not assign your user account on the Platform to any other person by way of donation, lending, leasing, transfer or otherwise without prior written consent from us.
5.6 - You may fund your account on the Platform by associating a valid payment method with your user account. The Platform supports payment methods such as bank transfers or payments via a card and wallet payments processor. You have the option to associate multiple payment methods with your user account and may select the payment method you would like to use each time you wish to fund your account. You are solely responsible for all fees and charges chargeable by the company operating the payment method you select when undertaking a funding transaction, including but not limited to any administration, currency conversion or processing fees, and disclaim all rights to seek reimbursement for overdraft fees.
5.7 - EVIDENT will block multiple accounts of the same user. You agree that you will not register for another user account if we have disabled one that you had without prior written consent from us.
5.8 - In registering a user account with us, or continuing to use the Platform, you shall continually confirm and undertake to us that you are who you say you are, and that you are using the Platform in your own capacity (or in the event that you are an authorized representative of an asset owner, as the authorized representative of that asset owner) rather than acting for any other third party. You agree that you will not share your user account with anyone.
5.9 - You undertake to act responsibly when accessing and using the Platform, which means that you agree to comply with all obligations stipulated under these Asset Owner T&Cs, all obligations stipulated under the General T&Cs, (including Clause 5 thereof), as well as any other rules and statements that the Platform may release/ update from time to time.
6. Digitalization of Assets
6.1 - When you opt to undergo asset digitalization, you are deemed to make and repeat the representations and warranties set out in Clause 4 of these Asset Owner T&Cs to EVIDENT in respect of the particular asset that you intend to digitalize each time you (i) select to use the Platform’s services in obtaining structuring advice and setup support, and (ii) select to use the Platform’s services in creating, issuing and listing Digital Units.
6.2 - To digitalize assets and create and issue Digital Units, you will have to enter into various agreements with EVIDENT (amongst other parties), which shall be made available to you when you select to undergo asset digitalization on the Asset Owner Portal of the Platform. These agreements are:
a) Digitalization Agreement, which sets out the framework for digitalization as well as various conditions that must be satisfied to EVIDENT’s satisfaction in order to complete the digitalization process and
b) Custody Agreement, which prevents the transfer of the asset subject to digitalization (or any representations of the subject asset) while the Digital Units created therefrom are in issuance.
6.3 - You undertake that you will be solely responsible for complying with any and all applicable laws regarding any of your activities on the Platform, including without limitation any reporting requirements (if any) in relation to assets that you bring onto the Platform for digitalization, and reporting any suspicious or illegal activity on the Platform to EVIDENT or any regulatory authorities (as applicable).
6.4 - Digital Units to be listed on the Platform will have to undergo an assessment process by EVIDENT prior to its listing and be in compliance (initially and at all times) with the Platform’s listing eligibility criteria . EVIDENT reserves the right to determine, in its sole discretion, the appropriateness of Digital Units that can be listed on the Platform, and may reject, in its sole discretion, any application for asset digitalization for any reason.
6.5 - You acknowledge and agree that EVIDENT may from time to time (including without limitation, during your application for asset digitalization) request from you relevant supporting documentation and/or information to verify the appropriateness of Digital Units to be listed on the Platform. At EVIDENT’s request, you agree and undertake to, in a timely manner and with diligence, provide all requested documentation and/or information to EVIDENT to enable it to undergo any assessment it deems necessary. In such cases, EVIDENT, in its sole discretion, may pause your application for asset digitalization until such documents and/or information are supplied and reviewed by EVIDENT.
7. Asset Information
7.1 - As part of the process of listing Digital Units on the Platform, an Asset Page will be created on the Platform which allows the Asset Owner to provide information on the Digital Unit and its underlying asset to Investors of the Platform. The Asset Page will include: (a) general descriptions of the Digital Unit, (b) a data room which holds more comprehensive information and documents about the Digital Unit and its underlying asset, as well as (c) additional information sections. Access to the Asset Page is restricted solely to Investors. Asset Owners may also, in their discretion, provide periodic updates on the underlying assets of a Digital Unit and/or information on the verification and/or certification of underlying assets at any time. Asset Owners are able to manage the Content on the Asset Page through the Asset Owner Portal.
7.2 - You hereby agree to grant to EVIDENT a worldwide, irrevocable, non-exclusive, sublicensable and royalty-free license to all of the Content that you post on Asset Pages on the Platform. EVIDENT does not claim that posting and publishing your Content on the Platform gives EVIDENT any ownership rights in your Content.
7.3 - You agree that you are solely responsible for the Content that you post on Asset Pages on the Platform (and that the Platform acts merely as a passive conduit for your online distribution and publication of such Content) and, by posting such Content, you represent and warrant to EVIDENT that
a) such Content will not contain any untrue statement of a material fact or omit to state a material fact required to be stated or necessary to make such statements not misleading in light of the circumstances under which they are made, or is otherwise not false, inaccurate, incomplete or misleading in any way whatsoever
b) you understand that Investors may be entitled to rely on representations made by you in the Content that you post on the Platform and that any false, inaccurate, incomplete or misleading information you post about yourself or a Digital Unit you are offering or otherwise may result in serious civil and criminal liability for yourself
c) EVIDENT is entitled to rely upon any representations made by you including any representation made in the Content that you post on the Platform
d) you will only post on the Platform Content that you have a right to publish and distribute and to allow EVIDENT to display on the Platform
e) you have complied with all applicable laws and regulations in relation to the Content (including without limitation, to its collation and disclosure)
f) you have, or have obtained, all rights, licenses, consents, permissions, power and/or authority necessary to grant any rights that you hereby agree to grant through these Asset Owner T&Cs to any Content that you post on the Platform, and that such Content will not contain material subject to copyright or other proprietary rights, unless you have necessary permission or are otherwise legally entitled to post and publish such Content and grant to EVIDENT the license as described in Clause 7.2 above and
g) you understand that if you do not have the right to publish the Content you intend to post on the Platform, it may subject you to liability.
7.4 - You undertake not to post any Content that falsely expresses or implies that such Content is sponsored or endorsed by EVIDENT, a regulator, or any other third party.
7.5 - To the fullest extent permitted by applicable law, you agree to defend, indemnify, and hold harmless EVIDENT from and against any and all actual or alleged claims, actions, demands, liabilities, obligations, damages, judgments, awards, losses, penalties, interest, costs, expenses and fees (including reasonable legal and accounting fees) of every kind and nature whatsoever, whether known or unknown, foreseen or unforeseen, matured or unmatured, or suspected or unsuspected, in law or equity, whether in tort, contract or otherwise, that are caused by, arise out of or in connection with any Content posted by you on the Platform.
7.6 - The indemnity provided in Clause 7.5 is in addition to, and not in lieu of, any other legal rights available to us including other indemnities set forth in any other written agreement between you and EVIDENT and shall survive the termination or expiration of your user account on the Platform.
7.7 - You remain solely responsible for all Content that you upload, post, email, transmit, or otherwise disseminate using, or in connection with, the Platform.
8. Redemption of Digital Units
8.1 - Asset Owners shall have the right to redeem any Digital Units that they have created, issued and listed on the Platform, on the condition that (i) redemption conditions applicable to a Digital Unit shall be clearly set out in a prospectus/ white paper about the Digital Unit and/or any documents made available through the Asset Page of the Digital Unit (“ Redemption Conditions ”) at the time that the Digital Unit is created, issued and listed on the Platform, and (ii) any redemption of the Digital Unit (“ Redemption Digital Units ”) shall be conducted in accordance with the Redemption Conditions.
8.2 - In the event that an Asset Owner intends to exercise its right to redeem a Digital Unit (“ Redeeming Asset Owner ”), the Redeeming Asset Owner shall provide written notice to the Platform through the Asset Owner Portal in accordance with the mechanism stipulated in Clause 7 of the Digitalization Agreement. Upon receipt of such written notice, the Platform will promptly provide written notice to affected Investors then holding such Redemption Digital Units (“ Affected Investors ”) through the Asset Page of the Redemption Digital Unit and shall continue to provide Affected Investors with periodic updates regarding the progress of the redemption procedure and expected timing and date of redemption.
8.3 - On or prior to the date of redemption, if there are any final distributions which are accrued and outstanding, the Redeeming Asset Owner shall first pay out such final distributions (if any) to the Affected Investors prior to redeeming the Redemption Digital Units. Any and all Redemption Digital Units being redeemed pursuant to this clause shall thereafter be automatically burned or retired by the Platform and taken out of circulation.
9. Buy-back of Digital Units
9.1 - Asset Owners shall have the right to buy back any Digital Units that they have created, issued and listed on the Platform (the “ Buy-back Right ”), on the condition that (i) buy-back conditions applicable to a Digital Unit (which shall include the conditions under which a buy-back can be conducted by the Asset Owner, along with the pricing mechanism it will use to arrive at the buy-back price) shall be clearly set out in a prospectus/ white paper about the Digital Unit and/or any documents made available through the Asset Page of the Digital Unit (“ Buy-back Conditions ”) at the time that the Digital Unit is created, issued and listed on the Platform, and (ii) any buy-back of the Digital Unit (“ Buy-back Units ”) shall be conducted in accordance with the Buy-back Conditions.
9.2 - In the event that an Asset Owner intends to exercise its Buy-back Right, the Asset Owner shall provide written notice to the Platform through the Asset Owner Portal to indicate its intention. The Buy-back Notice shall be irrevocable and shall specify the deadline by which affected Investors then holding such Buy-back Units would need to respond to the buy-back offer (“ Offer Deadline ”). The Buy-back Notice shall be provided at least fourteen (14) days prior to the Offer Deadline. Upon receipt of the Buy-back Notice and subject to the Platform being satisfied that the Asset Owner has met applicable Buy-back Conditions, the Platform shall promptly provide written notice to affected Investors then holding such Buy-back Units (“ Minority DU Holders ”) through the Asset Page of the Buy-back Unit.
9.3 - Upon receipt of a valid Buy-back Notice, the Platform shall be obligated to effect the acquisitions in accordance with applicable Buy-back Conditions provided that the Asset Owner shall provide the funds necessary to account to all Minority DU Holders pursuant to the applicable pricing mechanism stipulated in the Buy-back Conditions and to pay any fees charged by the Platform no later than fourteen (14) calendar days following the expiration of the buy-back offer. Any accrued dividends or distributions (if any) and/or the buy-back amount shall be paid out to Minority DU Holders by the Asset Owner through the Platform.
