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.
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.