Evident - General Terms & Conditions
Operations at Evident
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THIS IS AN IMPORTANT DOCUMENT.
PLEASE READ IT CAREFULLY AND KEEP IT FOR FUTURE REFERENCE.
These Terms contain important information which apply to your access to our Platform and your dealings with us on our Platform in relation to the Services (as defined in these Terms). You should read this document carefully and keep it for future reference. Additional terms and conditions may apply in relation to specific services offered by us on our Platform. Any such terms and conditions are additional to the terms and conditions set out in these Terms.
RISK WARNING
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 the Investor T&Cs for further details about the risks you should consider before getting involved in digital and virtual assets.
Nothing stated in these Terms 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 and Acceptance of Use
1.1 - Welcome to EVIDENT, a digital and virtual assets platform that creates an ecosystem for asset owners to digitalize illiquid alternative assets to make them more accessible to investors and provides Professional Investors access to investment opportunities in innovative digital and virtual assets. In addition, the Platform also provides you with tools to seamlessly connect you to the global digital assets ecosystem such as stablecoins and on/off ramps for fiat and cryptocurrency. We are excited to have you commence and continue your digital assets journey with us.
1.2 - These terms and conditions (“Terms”) govern Users’ access to and use of the website https:\\www.evident.capital (the “Website”), the Services (as defined in Clause 3.2) and any other applications provided by Evident (collectively, the “Platform”). Throughout these Terms, the terms “Evident”, “Company”, “we”, “us” and/or “our” refer to Evident Platform Services Ltd, who owns and operates the Platform, and its affiliates, who may be responsible for providing certain functionalities/ services available on the Platform. The terms “you” and/or “your” refer to Users of the Platform.
1.3 - YOU SHALL READ THESE TERMS CAREFULLY BEFORE ACCESSING AND USING THE PLATFORM, AND CONTINUE TO REVIEW THESE TERMS PERIODICALLY AND REGULARLY FOR CHANGES. BY ACCESSING AND USING THE PLATFORM, INCLUDING BY SIMPLY VIEWING THE CONTENT ON IT, YOU ACCEPT AND AGREE TO BE BOUND BY THESE TERMS AND AGREE THAT SUCH TERMS CONSTITUTE A LEGALLY BINDING AGREEMENT BETWEEN YOU AND US. YOUR ACCESS TO AND USE OF THE PLATFORM IS CONDITIONED ON YOUR ACCEPTANCE OF AND COMPLIANCE WITH THESE TERMS. IF YOU DO NOT AGREE TO BE FULLY BOUND BY THESE TERMS YOU MUST IMMEDIATELY CEASE YOUR ACCESS TO AND USE OF THE PLATFORM.
1.4 - If you are accepting these Terms on behalf of a company or other legal entity, you represent and warrant that you have the legal authority to accept these Terms on that entity’s behalf, in which case “you” will mean that entity. If you do not have this authority or if you do not agree to be fully bound by these Terms, you must not access and use the Platform.
1.5 - EVIDENT RESERVES THE RIGHT TO CHANGE OR MODIFY THESE TERMS FROM TIME TO TIME. IF WE MAKE CHANGES TO THESE TERMS, 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, YOU CONFIRM YOUR ACCEPTANCE OF THE REVISED TERMS AND ALL OF THE TERMS INCORPORATED THEREIN BY REFERENCE. WE ENCOURAGE YOU TO REVIEW THE TERMS FREQUENTLY TO ENSURE THAT YOU UNDERSTAND THE TERMS AND CONDITIONS THAT APPLY WHEN YOU ACCESS AND USE THE PLATFORM. ALL USERS 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 Terms may reference and link to various Evident policies and additional terms and conditions that provide additional details regarding use of the Platform, and any such policies and additional terms and conditions are incorporated herein by reference and are to be treated as part of these Terms.
1.7 - Certain hyperlinks or referenced websites on the Platform may, for your convenience, forward you to third-party websites, which generally are recognized by their top-level domain name or applications. Any descriptions of, references to, or links to other products, publications or services do not constitute an endorsement, authorization, sponsorship or affiliation with the Platform, unless expressly stated by Evident. Any such information, products or sites have not necessarily been reviewed by Evident and are provided or maintained by third parties over whom Evident exercises no control. Evident expressly disclaims any responsibility for the content, the accuracy of the information, and/or the quality of products or services provided by or advertised on these third-party sites. You acknowledge that we have no control over, and assume no responsibility for, the content, privacy policies, or practices of any third-party websites or services. You further acknowledge and agree that we shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with any access to, use of or reliance on any such content, policies, goods or services available on or through any such websites or services. If you decide to leave the Platform and access these third-party websites or to use or install any third-party website applications, software or content, you do so at your own risk and you should be aware that Evident's Terms and policies no longer govern. You should review the applicable terms and policies, including privacy and data gathering practices, of any site to which you navigate from the Platform or relating to any applications you use or install from the site. Your use of third-party websites is subject to the terms of use and privacy policies located on those websites. Evident reserves the right to terminate any hyperlink or hyperlinking program at any time.
1.9 - 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 THE INVESTOR TERMS AND CONDITIONS WHICH CAN BE FOUND HERE.
1.10 - 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.
1.11 - These Terms will remain in full force and effect while you access and use any part of the Platform.
2. Definitions
“Content” means any information, text, graphics or other materials or information uploaded, downloaded or otherwise accessible through the Platform.
“Asset Owner” means any asset owner who has set up an account on the Platform to digitalize their assets, or any authorized representative of an asset owner who does so on the asset owner’s behalf and with his/her authorization.
“Investor” means a Professional Investor who has successfully been onboarded to the Platform and who wishes to undertake any dealings on the Platform.
“Platform Token” means a dedicated utility token exclusively offered by the Platform.
“Professional Investor” means a professional investor as defined under the Securities and Futures Ordinance of Hong Kong (Cap.571 of the Laws of Hong Kong) (“SFO”), or as applicable under the respective local jurisdictions to which each User is subject.
“Sensitive Information” means all information acquired by, through, or in connection with your use of the Platform that was provided by an Asset Owner and/or the Platform and which is identified as “Sensitive” or “Confidential” in any manner reasonably designed to identify the character of such information.
“Terms” means the General Terms and Conditions (as represented by this document), together with the Asset Owner Terms and Conditions and/or the Investor Terms and Conditions (as the case may be), which are hereby incorporated by reference and to be treated collectively as the “Terms”.
“User” means collectively without limitation, any visitors, Asset Owners or Investors accessing or using the Platform.
3. Our Platform and Services
3.1 - EVIDENT is a digital and virtual assets platform that on the one hand, allows asset owners to digitalize their illiquid alternative assets (including but not limited to alternative assets, private equity and venture capital funds, real estate, infrastructure, natural resources, collectibles, and intangible assets) to make them more accessible to investors through fractional ownership, and on the other hand, provides investors access to investment opportunities in these innovative digital assets. EVIDENT also seamlessly connects Users to the global digital assets ecosystem through providing tools such as stablecoins and a Platform Token and on/off ramps for fiat and cryptocurrency.
a) assisting asset owners to digitalize or create digital or virtual assets in an underlying asset with the objective to offer small investable fractions of the asset (“Digital Units”) on the Platform, which includes ancillary services such as:
i) providing structuring advice and setup support to ensure that the asset is suitable for digitalization (where applicable); and
ii) creating, issuing and listing of Digital Units on the Platform;
b) providing investors access to investment opportunities in Digital Units created and issued on the Platform, along with information about and periodic updates on the underlying asset of each Digital Unit;
c) facilitating primary offering and secondary market trading of the Digital Units on the Platform, which includes ancillary services such as:
i) conducting primary offering of Digital Units (where applicable);
ii) providing a secondary market for investors to safely buy and sell their Digital Units at any time;
iii) providing stablecoins backed by fiat currencies to Users;
iv) offering exchange of currencies for stablecoins; and
v) providing on/off ramps for fiat and cryptocurrency; and
d) providing Users with access to Platform Tokens to allow Users to participate in voting for key decisions in relation to the development of the Platform, (collectively, the “Services”).
3.3 - Usage of the Services on the Platform will incur fees (the “Service Fees”). Details of the Service Fees for Services available to Investors can be found in a fee schedule published on the Platform by Evident from time to time (the “Investor Fee Schedule”). Details of the Service Fees for Services available to Asset Owners can be found in a fee schedule provided from time to time by Evident (the “Asset Owner Fee Schedule”) upon request. The Investor Fee Schedule and the Asset Owner Fee Schedule shall be referred to together as the “Fee Schedule”. Evident reserves the right to make any changes to the Service Fees at any time without prior notice. Users are responsible for checking the Fee Schedule regularly before engaging any Service 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, sale, custody, market making or exchange of Digital Units.
3.4 - Upon registering for an account on the Platform, Evident grants Asset Owners and Investors a personal, limited, non-exclusive, revocable, non-transferable and non-sublicenseable license to access and use the Platform pursuant to these Terms and any other terms and conditions and/or policies on the Platform that may be applicable to them. Evident may provide certain portions of the Platform under license from third parties – you will comply with any additional restrictions on your usage that we may communicate to you from time to time. Evident is providing the Platform to you only for your personal use and only for the purposes related to certain Services provided to you by us. You may not sell, lease, or provide, directly or indirectly, the Platform or any portion of the Platform to any third party without our written permission.
3.5 - In accessing and utilizing the Services offered on the Platform, Asset Owners and Investors shall be respectively subject to the following additional terms and conditions which are to be read alongside these General Terms and Conditions:
Asset Owner Terms & Conditions: sets out the terms and conditions which apply to Asset Owners seeking to digitalize their assets
Investor Terms & Conditions: sets out the terms and conditions which apply to Investors looking to invest in and/or trade Digital Units on the Platform
3.6 - You will receive an Algorand blockchain address capable of receiving Digital Units when you have successfully registered yourself as an Investor on the Platform. You will be able to access this address via your User account on the Platform. When you submit an order to create and issue, sell or purchase a Digital Unit on the Platform, all orders are matched, executed and settled by the Platform on the Algorand blockchain address associated with your User account on the Platform. You may also choose to import this address to an external digital wallet provided by third-party services/ wallet applications; by doing so, you will be able to view any Digital Units that you have bought through your external digital wallet.
3.7 - You may choose to move your Digital Units from the Algorand blockchain address associated with your User account on the Platform to another blockchain address. In the event that you choose to do so, this will move those Digital Units off-Platform, whereby such Digital Units can no longer be traded on the Platform and you can no longer exercise any rights associated with those Digital Units, such as the right to dividends or any voting rights (if applicable).
4. Eligibility
4.1 - As a User of the Platform, you represent and warrant to Evident that:
a) (where you are a natural person) you are at least 18 years of age, or another statutory age for entering into contracts as required by any applicable law;
b) you have all requisite right, authority and capacity to form a binding contract, to accept and perform your obligations under these Terms and to bind the company or other legal entity you may be acting on behalf of to these Terms (where you are acting as the authorized representative of a company or other legal entity);
c) 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;
d) any information you provide or make available to us is at all times true, accurate, current, complete and not misleading;
e) you have read and fully understood these Terms and you will be bound by and comply with all of the terms and conditions contained herein;
f) 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 Terms.
4.2 - To access Services on the Platform, you will have to register for either an Asset Owner or Investor User account on the Platform, and comply with additional terms and conditions specifically applicable to such user groups (please refer to Clause 3.5 above).
4.3 - Unless and until you become a registered Asset Owner or Investor (as the case may be) on the Platform, you cannot gain access to or use Services on the Platform.
5. User Obligations
5.1 - 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, in addition to the rest of the provisions under these Terms, as well as any other terms and conditions, rules and statements etc. that the Platform may release/ update from time to time.
5.2 - You agree to:
a) be solely responsible for any and all operations carried out using your User account on the Platform, and to take responsibility for all activities (including but not limited to information disclosure, information release, online click-approving of various agreements on rules and statements etc., online renewal of agreements) using your User account and password on the Platform;
b) be solely responsible for all obligations of your own transaction and non-transaction activities as well as any and all profits and losses;
c) not impersonate any other person or entity or use a false name or email address that you are not authorized to use with the intent to impersonate that person or for any other reason;
d) properly use your User account on the Platform and keep your login password, SMS/ software authenticator, payment password, account seed phrases, etc. safe, secure, and confidential;
e) update your registration information on the Platform as needed so that it remains true, correct, current and complete at all times;
f) not provide false or misleading information to Evident and/or to any other User when using the Platform;
g) promptly comply with Evident’s request for specific action(s) or additional information;
h) access the Platform from a secure and trustworthy source or device, and not to access the Platform with any device, software or system that alters your IP address to be different from your physical location;
i) not violate any law, contract, intellectual property or other third party right when accessing and using the Platform;
j) refrain from engaging in or participating in any act or activity that damages the interests, reputation or otherwise of Evident and/or the Platform, whether or not in connection with the Services offered on the Platform;
k) refrain from using any Content or other information acquired from any Asset Owner, or otherwise through your use of the Platform, for commercial or investment activity outside of the Platform, without prior written approval from Evident;
l) ensure that all Service Fees, expenses, and taxes incurred or payable by you in respect of accessing or using the Services are borne and attended to solely by you; and
m) conduct yourself in a professional manner in all your interactions with Evident, including but not limited to our subsidiaries, affiliates or any employee, officer, director, representative or other agent, partner or attorney of the foregoing (each a “Company Person”), and with Users on the Platform.
5.3 - You agree not to:
a) use the Platform for any illegal or unauthorized purpose, or engage in, encourage or promote any activity that violates these Terms;
b) exploit the Platform in any unauthorized way whatsoever, including but not limited to trespass or misuse of any information or materially burdening network capacity;
c) engage in any illegal, manipulative, or abusive activities or other activities that damage the rights and interests of the Platform and/or Evident or any third party;
d) deliberately or maliciously interfere with the normal proceeding of Digital Unit transactions or the Platform;
e) commit or encourage the commission of a criminal offence on or through the Platform;
f) hack into any aspect of the Platform, corrupt data, scrape, reverse engineer, compromise or impair any aspect of the Platform;
g) access, or attempt to access, monitor or copy the Platform, nor collect or extract data or other content from the Platform for any purpose whatsoever, through any automated systems or software or other automated means (including the use of agents, robots, spiders, scripts or web crawlers);
h) transmit or distribute any malware or virus in any form;
i) develop, utilize, or disseminate any software, or interact with any application programming interface in any manner, that could damage, harm, or impair the Platform;
j) attempt to interfere with the performance or functionality of any computer facilities accessed through the Platform;
k) interfere with or circumvent any security feature of the Platform or any feature that restricts or enforces limitations on use of or access to the Platform, such as probing or scanning the vulnerability of any system, network or breach;
l) post material on the Platform which is false or misleading to induce transactions, malicious, technologically harmful, in breach of confidence or in any way offensive or obscene;
m) infringe any person’s proprietary rights, cause annoyance to other Users, or send unsolicited advertising or promotional material;
n) reproduce, store in a retrieval system, or transmit, in any form or by any means, the Content except as specifically allowed in these Terms;
o) claim any right to access, view or alter any source code or object code of the Platform;
p) trick, defraud, deceive or mislead Evident or other Users;
q) defame, libel, disparage, threaten, harass or intimidate anyone, including by the use of offensive comments related to race, national origin, gender, religion, sexual preference or physical or mental condition; and
r) maliciously defame the business, goodwill, or reputation of the Platform and/or Evident.
5.4 - Any breach of Clause 5.3 may constitute an offence under applicable laws, and in the event that a breach occurs, Evident reserves the right to report the breach to the relevant law enforcement authorities and to take any action it determines is reasonably necessary to comply with applicable law, and without any notice to you.
6. Indemnity
6.1 - You shall be solely responsible for your use of the Platform. If you breach any applicable laws (in any country), you shall be solely responsible and liable for any liabilities without limitation. In no event shall Evident be liable for any act, omission, error of judgment, or loss suffered by you in connection with these Terms or the Platform.
6.2 - To the fullest extent permitted by applicable law, you agree to defend, indemnify, and hold harmless Evident and any Company Person 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, including, but not limited to, damages to property or personal injury, that are caused by, arise out of or in connection with your use or misuse of the Platform (including information made available to you through the Platform), your violation of these Terms and/or any law, the performance (including action or inaction) of your obligations under these Terms, your participation in any transaction on the Platform, any representations and warranties given by you being untrue, or your infringement of any intellectual property or other right of any person or entity.
6.3 - The indemnity provided in Clause 6.2 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.
6.4 - Your obligations under the indemnity stipulated in Clause 6.2 may not be offset against any other claim you may have against Evident or any Company Person.
6.5 - The terms and provisions of this Clause 6 shall survive: (a) for visitors of the Platform, the termination of your access to and use of the Platform, and (b) for Asset Owners and Investors, the termination or expiration of your User account on the Platform.
6.6 - You hereby release any claims you may have against Evident and any Company Person that are in any way related to the Platform or your use of the Content available on the Platform.
7. Payment on the Platform and Funds in Your User Account
7.1 - Except as otherwise provided in the Terms or as otherwise determined by the Platform, Asset Owners and Investors shall settle payments on the Platform (either for Service Fees incurred or in a Digital Unit transaction) by stablecoins issued by the Platform for use solely on the Platform (“Platform Stablecoin”).
a) To fund their User accounts on the Platform, Asset Owners and Investors are required to associate a valid payment method with their User account. Payment methods supported by the Platform include bank transfers or payments via card and wallet payment processors.
b) When an Asset Owner or Investor makes available a certain amount of funds to his/her User account (either in fiat currency, cryptocurrency or stablecoins), upon receipt and verification (to the satisfaction of Evident in its reasonable judgment) of those funds in a segregated Evident account, the corresponding amount of Platform Stablecoins (following the conversion rate stipulated in Clause 7.2) will be issued to the Asset Owner or Investor’s User account.
8. Anti-Money Laundering
8.1 - Evident may require you to provide additional information and documents to us at the request of any competent authority or in case of application of any applicable law or regulation, including laws related to anti-money laundering or for counteracting financing of terrorism. Evident may also require you to provide additional information and documents in cases where it has reasons to believe that:
a) your User account is being used for money laundering or for any other illegal activity; or
b) transactions performed via your User account were performed in breach of these Terms.
9. Account Communication
9.1 - By registering a User account on the Platform, you consent to receive electronic communications from Evident. These communications may include notices about your User account (such as transactional information) and are part of your relationship with us. We may also send you promotional communications via email, including, but not limited to, newsletters, special offers, surveys and other news and information we think will be of interest to you. You may opt out of receiving these promotional emails at any time by contacting us at our contact details provided below.
9.2 - You agree and understand that all communications with you will be via email or by notices posted on the Platform. We will use the email address on record for your User account as our primary means of communicating with you. To ensure that you receive all of our communications, you agree to keep your email address up-to-date and immediately notify us if there are any changes. Delivery of any communication to the email address on record is considered valid. If any email communication is returned as undeliverable, we retain the right to block your access to the Platform until you provide and confirm a new and valid email address.
9.3 - All of the Platform’s notifications will be made publicly known on the Platform. In the event that any notification relates to any changes in the Platform, Services and/or Service Fees, such notification shall be effective immediately upon being posted on the Platform. It is your sole responsibility to check from time to time for new notifications on the Platform.
10. Privacy Policy
10.1 - Evident values your privacy. For information on the kind of data collected, the purpose for which it is collected, how it is processed, to whom it may be disclosed and the security measures that have been put in place to protect it, please review our Privacy Policy. The Privacy Policy explains how Evident treats your personal information and protects your privacy when you access and use the Platform.
10.2 - By submitting personal data to us, you agree to the terms of our Privacy Policy and you expressly consent to the collection, use and disclosure of your personal data in accordance with our Privacy Policy.
10.3 - We may amend the Privacy Policy at any time in our sole discretion, and the amended terms shall have immediate effect upon being posted on the Platform. Notice will be provided on the Platform of such change, or through any written or other contact method we have established with you. Your use of the Platform following the date on which an amended Privacy Policy is published will constitute consent to such amendments to the extent they do not have retroactive applicability.
11. Third Party Materials
Evident will not be liable in any way for any Content posted on the Platform by Asset Owners (collectively, “Third Party Materials”), or any errors, omissions, loss, or damage of any kind as a result of such Third Party Materials on the Platform. You understand that any Third Party Materials that you find on or through the Platform is the sole responsibility of the Asset Owner who provided such Third Party Materials. You acknowledge that Evident does not, and is under no obligation, to review, screen, or inspect any Third Party Materials on the Platform, although Evident reserves the right to do so, and to remove Third Party Materials at our sole discretion. Furthermore, you agree that you do not have any expectation that Evident evaluates, confirms, endorses, or otherwise stands behind any Content provided by any Asset Owner on the Platform. You agree that you bear all risks associated with the use, reliance, accuracy, truthfulness, completeness, or usefulness of Third Party Materials.
12. Intellectual property rights
12.1 - Unless otherwise indicated in writing by us, you acknowledge that all intellectual achievements included in the Platform, including, but not limited to, logos, databases, design, text and graphics, information, software, photos, videos, music, sounds and any combinations of the aforementioned files, and the intellectual property rights of software compilation, associated source code and software (including small applications and scripts), other than the Third Party Materials that Asset Owners make available on the Platform: (i) are and shall remain the proprietary property of Evident or our advisors or partners (as applicable); (ii) are protected under the patent, trademark, copyright, trade secret, confidential information and other intellectual property laws of Hong Kong and other jurisdictions; and (iii) were created and prepared by Evident or our advisors or partners (as applicable) through the expenditure of substantial time, effort and resources and constitute valuable intellectual property of Evident or our advisors or partners (as applicable). You receive no copyright, intellectual property rights or other rights in or to the Platform, except those specifically set forth in these Terms. You will protect and not violate those proprietary rights in the Platform and honor and comply with our reasonable requests to protect our contractual, statutory and common law rights in the Platform.
13. Reservation of the Company’s Rights
13.1 - In addition to any other rights reserved by Evident in other provisions throughout the Terms, Evident also reserves the following rights:
a) Right to control Content. Any Content on the Platform is controlled exclusively by Evident and may be modified at any time without notice to you. Evident also reserves the right at all times (but will not have an obligation) to remove any Content on the Platform.
b) Right to discontinue the Platform. Evident may discontinue any aspect of the Platform or change any aspect of the Platform in any way and at any time, with or without prior notice to you, and will hold no obligation or responsibility whatsoever to you.
c) Right to terminate user access or refuse registration. Your usage of the Platform is based on these Terms, and any additional terms and conditions and other rules and statements on the Platform. Accordingly, Evident reserves the right, in our sole discretion, to decide at any time whether to accept your application for registration and/or continued usage of the Platform. Evident also reserves the right in our sole discretion to terminate your access to the Platform (for instance, through suspending or terminating your User account, suspending or terminating your access to part or all of the Services, etc.) at any time, for any reason, and without notice and without liability to you and, if you violate these Terms, to pursue other remedies at law or in equity.
For your reference, we may exercise our right to restrict, suspend or terminate your access to the Platform or refuse your registration for a User account on the Platform under, including but not limited to, the following occasions: (i) if you do not meet the eligibility requirements to be classified as a Professional Investor; (ii) if you do not meet the eligibility requirements as specified under Clause 4.1 or other provisions under these Terms, any additional terms and conditions of the Platform and/or other rules and statements on the Platform; (iii) if you are or become not suitable to use the Platform, such as (but not limited to), you are no longer a Professional Investor, your risk tolerance declines, or you do not pass any suitability analysis; (iv) if we discover that anything you represented to us is not true, accurate, current or complete or is misleading; (v) if we discover that you are using your User account for someone else; (vi) if you fail to fully comply with any provision or obligation under these Terms and/or any additional terms and conditions of the Platform; (vii) if we receive a subpoena, court order or other binding governmental or regulatory order requiring us to do so; or (viii) if your action or inaction on the Platform is inconsistent with Evident’s mission to ensure transparent, compliant and good faith activities on the Platform, including the maintenance of high standards of commercial conduct and integrity in relation to Digital Units offered.
Under these circumstances, the corrective or remedial measure or actions available to us shall not be limited, and in addition to restricting, suspending, terminating or refusing your access or registration to the Platform, we have sole and ultimate discretion to take any of the following actions (or any other action we deem fit): (i) the right to ask you for more information or to clarify any previous information you have provided to us; (ii) the right to inform any regulatory body or other government entity, in case of illegal or suspicious dealings on or through the Platform; or (iii) the right to use any third-party service or vendor to verify or cross check your information.
If we delete your User account you will lose all access to any information or other features that may have value to you that may have been associated with your account; however, subject to our Privacy Policy, Evident may continue to keep your user information and all the transaction information from your use of the Platform. You are therefore advised to review these Terms regularly when you access the Platform.
d) Right to access information. Evident also reserves the right to access, read, preserve, and disclose any information as we reasonably believe is necessary to: (i) satisfy any applicable law, regulation, legal process or governmental request, (ii) enforce these Terms (including investigation of potential breaches or violations hereof), (iii) detect, prevent or otherwise address fraud, security or technical issues, (iv) respond to user support requests, or (v) protect the rights, property or safety of the Platform, its Users and the public.
13.2 - For the avoidance of doubt, we reserve the right and have full discretion to block, suspend, or take any other similar actions where Users are (or we suspect that Users are) located in countries where use of the Platform is prohibited.
13.3 - Without limiting the generality of the foregoing, you specifically acknowledge and agree that Evident is exempt from liability to any person for any claim based upon its termination of a User account or disabling of access to the Platform or removal of any Content from the Platform, including material it believes, in its sole discretion to violate these Terms, regardless of whether the material ultimately is determined to be infringing or otherwise prohibited, and regardless of whether such termination or disabling has the effect of reducing the value of any opportunities that might otherwise have been available to you. By using the Platform, you agree that notice to you through an email to the email address you provided in your profile constitutes reasonable efforts to notify you of any removal or disabling if such notice is required.
14. Limits on the Company’s Obligations
Evident is not responsible for the following obligations:
a) Introductions. We are not obligated to introduce you to anyone associated with the Digital Units presented on the Platform including but not limited to Asset Owners, holders of the Digital Units, financial analysts, or other Investors.
b) No Recommendations. We do not recommend any Digital Units for investment, state that any Digital Units are suitable for investment nor guarantee the accuracy of information provided about Digital Units by their Asset Owners on the Platform or otherwise. Evident is not qualified to provide legal, accounting, tax, or investment advice. We do not act as an investment advisor to any Investor and no part of the Platform is intended to constitute investment advice.
15. Changes to the Platform
15.1 - Evident reserves the right at our sole discretion to change, add to, enhance, or discontinue from time to time the Contents, Services offered and/or functionalities of the Platform in any way and at any time, with or without prior notice to you, and will hold no obligation or responsibility to you. We also have no obligation to update any information on the Platform. Any Content on the Platform may be modified at any time without notice to you.
15.2 - To the extent Evident discontinues any component of the Platform, your access to and rights to use such discontinued element of the Platform shall terminate.
15.3 - We will not be liable if for any reason all or any part of the Platform is unavailable at any time or for any period.
15.4 - In the event that the Platform is completely discontinued and/or ceases to exist, subject to any redemption of any Digital Units that occur immediately prior to the discontinuation of the Platform, the Digital Units that Investors own would remain in their Algorand blockchain address (the one which he/she had been assigned when registering for a User account on the Platform) and would continue to be accessible through third-party services/ wallet applications supporting their Algorand blockchain address.
16. Disclaimer of Warranties and Limitations of Liability
16.1 - YOU EXPRESSLY AGREE THAT ACCESS TO AND USE OF THE PLATFORM IS AT YOUR SOLE RISK AND THAT THE PLATFORM, CONTENT AND DIGITAL UNITS LISTED THEREON ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, EITHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT AS TO THE PLATFORM, CONTENT AND DIGITAL UNITS LISTED THEREON (EXCEPT ONLY TO THE EXTENT PROHIBITED UNDER THE LAWS APPLICABLE TO TERMS OF SERVICE WITH ANY LEGALLY REQUIRED MINIMUM WARRANTY PERIOD). ALL WARRANTIES, CONDITIONS AND TERMS, WHETHER EXPRESS OR IMPLIED BY STATUTE, COMMON LAW OR OTHERWISE, ARE HEREBY EXCLUDED TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.
16.2 - Without limiting the effect of Clause 16.1, Evident does not represent or warrant that:
a) the Platform will meet the requirements of the User;b) the use of the Platform will be free from error or interruption;
c) defects on the Platform will be corrected;
d) the Platform, Content, any Digital Units listed thereon and our servers or any connected website are secure and free from the interference and destruction by any malicious programs such as viruses, trojan horses, worms, software bombs or similar items or processes or other harmful components; or
e) information contained on the Platform is valid, accurate, correct, complete, reliable, useful, fit for purpose or timely.
16.3 - Evident makes no representation or warranty and disclaims all responsibility and liability of any kind whatsoever regarding:
a) the applicability, freedom from error or omission, consistency, accuracy and reliability of the Services offered by the Platform;
b) the availability, completeness, accuracy and timeliness of the Content (whether provided by Evident or any other third party);
c) the use or the results to be obtained by any User of the Platform; or
d) any Third Party Materials accessible on or through the Platform, or anything else on the Platform which neither belongs to Evident nor is controlled by Evident, including but not limited to any links, products/services or business of any third party(ies).
16.4 - Evident makes no representations or warranties with respect to the Platform’s up time nor the usability or accessibility of the Platform by Users of the Platform. You agree that Evident shall not be responsible for losses arising out of or relating to any technical malfunction or other problems with any telephone network or service, computer systems, servers or providers, computer or mobile phone equipment, or software (for instance, wallet, smart contract, etc.) or blockchains, any failure of email, programs or applications on account of technical problems or traffic congestion on the Internet or at any website or combination thereof, or any injury or damage to your or to any other person’s computer system, mobile phone or other hardware or software, or system failure, related to or resulting from your use of the Platform, or the downloading of any program, information and data from the Platform and your use thereof. If you download any Content from the Platform, you do so at your own discretion and risk. You further agree that Evident shall not be responsible or liable for any disruption of the Platform, service interruption, any damage or loss of data, any loss of information or other harm that results from your access to or use of the Platform or any Content.
16.5 - Evident is not responsible for losses arising out of or relating to late report by developers or representatives (or no report at all) of any issues with the blockchain supporting the Digital Units including forks, technical node issues or any other issues resulting in losses as a result.
16.6 - Where we fail to provide the Services or delay in providing such Services due to information network equipment maintenance, information network connectivity failures, errors in computer, communications or other systems, power failures, weather conditions, unexpected accidents, industrial actions, labor disputes, revolts, uprisings, riots, lack of productivity or production materials, fires, floods, storms, explosions, wars, failure on the part of banks or other partners, collapse of the digital asset market, actions by government, judicial or administrative authorities, and/or other acts that are not within our control or beyond our ability to control, or due to causes on the part of third parties, we shall not assume any responsibility for such failure to provide Services or delay in providing Services, or for the resultant loss you may sustain as a result of such failure or delay.
16.7 - While Evident attempts to make your access to and use of the Platform safe and secure, we cannot guarantee the security of any data that you disclose online. You accept the inherent security risks of providing information over the Internet and will not hold us responsible for any breach of security unless it is due to our gross negligence.
16.8 - You further agree and understand that, Evident is not responsible (and you will not hold us responsible) for any unauthorized access to or use of your User account and/or the Algorand blockchain address that is connected to your User account on the Platform. Except as otherwise provided in the Terms, Evident would not be able to access the contents of the Algorand blockchain address that is connected to your User account on the Platform (including any funds and/or digital and virtual assets held therein). If you notice any unauthorized or suspicious activity in your User account and/or the Algorand blockchain address that is connected to your User account on the Platform, please notify us immediately at our contact details below.
16.9 - You understand and agree that Evident takes no responsibility for and shall not be held liable for any damages caused by any of the following events:
a) where we are reasonably justified in believing that your specific transactions may involve any serious violation or breach of law or agreement;
b) where we are reasonably justified in believing that your conduct on the Platform is suspected of being illegal;
c) the expenses and losses arising from transactions or reliance on information available on the Platform;
d) your misunderstanding of the Services offered by the Platform; or
e) any other losses related to the Services provided by the Platform which cannot be attributed to us.
16.10 - To the fullest extent permitted by law, the disclaimers of liability contained herein apply to any and all damages or injury whatsoever caused by or related to your use of, or inability to use, the Platform under any cause of action whatsoever of any jurisdiction, including without limitation, actions for breach of warranty, breach of contract, tort (including negligence), breach of statutory duty or misrepresentation, and neither Evident nor any of its Company Persons shall, in any circumstances, be liable to you or any third party for:
a) any direct, indirect, incidental, special, exemplary or consequential damages in any way howsoever arising out of or in connection with your use of, or inability to use, the Platform or the Services, the Content, transactions conducted on the Platform or these Terms;
b) any loss (whether direct or indirect) of profits, income or opportunities, or damage to goodwill or reputation;
c) loss (whether direct or indirect) of anticipated savings or wasted expenditure; or
d) any loss or liability (whether direct or indirect) under or in relation to any other contract.
16.11 - You further specifically acknowledge that neither Evident nor any of its Company Persons are liable, and you agree not to seek to hold Evident or any of its Company Persons liable, for the conduct of third parties, including without limitation other Users of the Platform and operators of external websites, and that the risk of using the Platform and external websites and of injury from the foregoing rests entirely with you.
16.12 - No information, whether oral or written, obtained from or through the Platform, will create any warranty not expressly made herein. Evident makes no representations, warranties, or guarantees as to the quality, suitability, truth, accuracy or completeness of any information or material contained on the Platform, including without limitation the Content and any Third Party Materials. Evident and its Company Persons will not be liable for any loss of any kind from any action taken in reliance on material or information published on the Platform.
16.13 - Notwithstanding Clause 16.10, Evident does not exclude or limit its liability to you for:
a) fraud or fraudulent misrepresentation;
b) death or personal injury caused by its negligence;
c) a breach of any obligations implied by Part II of the Supply of Services (Implied Terms) Ordinance (Cap.457 of the Laws of Hong Kong); or
d) any matter that cannot be excluded or limited under applicable law.
16.14 - In the event that the foregoing disclaimers of liability is held to be invalid or unenforceable, you agree that Evident’s maximum cumulative aggregate liability to you for all damages, losses, and causes of action (whether in contract, tort (including without limitation, negligence and breach of statutory duty howsoever arising), misrepresentation (whether innocent or negligent), restitution or otherwise) at any time shall be limited to the aggregate amount paid by you to Evident for Services rendered by the Platform to you.
16.15 - To the extent any provision(s) relating to disclaimer or limitation of liability set forth herein is not permissible or enforceable under foreign laws as applied to User(s) from such foreign jurisdictions, each such provision shall be deemed removed and invalid for such User(s), but all remaining provisions shall be in full force and effect.
17. Disputes with Others
If there is a dispute between you and other Users, or between you and any third party, we reserve the right, but have no obligation, to become involved through participating in the dispute resolution process and procedures. If you have a dispute with other Users, you hereby agree to release Evident and its Company Persons and to indemnify Evident from claims, demands, and damages (actual and consequential) of every kind and nature, known and unknown, arising out of, or in any way related to such a dispute and/or our Platform.
18. Term and Termination
18.1 - Unless terminated by Evident, the agreement between you and Evident constituted by these Terms will remain in full force and effect while you access and use any aspect of the Platform. Evident may terminate the agreement between you and Evident at any time at the sole discretion of Evident, particularly if you are suspected of violating any provision of this Terms, whereby your access to the Platform shall be terminated.
18.2 - Subject to Clause 18.5, you may terminate the agreement between you and Evident at any time by requesting Evident to delete your User account by contacting us at the contact details provided below.
18.3 - After the termination of the agreement between you and Evident, you will not have the right to require the Platform to continue to provide you with any Service or perform any other obligation, including, but not limited to, requesting the Platform to keep or disclose to you any information in your former original account.
18.4 - Upon termination of the agreement between you and Evident for any reason, you agree to destroy and remove from all computers and other storage media under your control all copies of any intellectual property owned by Evident or any other User that you acquired via use of the Platform.
18.5 - Your representations in these Terms and any other additional terms and conditions on the Platform, as well as Clauses 5, 6 and 16 and any other provision of these Terms which by their nature are designed to survive termination shall survive any termination or expiration of the agreement between you and Evident.
19. Injunctive Relief
19.1 - You acknowledge and agree that the rights granted and obligations made hereunder to Evident are of a unique and irreplaceable nature, the loss of which shall irreparably harm Evident and which cannot be replaced by monetary damages alone, so that Evident shall be entitled to seek injunctive or other equitable relief with respect to these Terms, in the event of any breach or anticipatory breach by you.
19.2 - You irrevocably waive all of your rights to seek injunctive or other equitable relief and agree to limit your claims against Evident to claims for monetary damages (if any) only.
20. Entire Agreement
20.1 - These Terms, together with the Privacy Policy, constitute the entire agreement between you and Evident with respect to your access to and use of the Platform and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between us, whether written or oral, relating to its subject matter. Except as expressly provided in these Terms, these Terms may not be modified or amended except by an instrument in writing executed by both parties.
20.2 - You acknowledge and agree that these Terms is only binding on the rights and obligations between you and us, and does not involve legal relations and legal disputes arising from and relating to the transaction of Digital Units between Investors.
21. Force Majeure
21.1 - You agree and understand that in no event shall Evident be in breach of these Terms nor liable for delays, failure in performance or interruption of the Platform which result directly or indirectly from any event, circumstance, cause or condition beyond our reasonable control. Such events shall include, but is not limited to, acts of God, acts of civil or military authorities, acts of terrorists, civil disturbance, war, pandemic, strike or other labor dispute, laws or actions taken by a government or public authority (including without limitation, failing to grant or renew a necessary license or consent), fire, interruption in telecommunications or Internet services or network provider services, failure of equipment and/or software, other catastrophes or any other occurrences which is beyond our reasonable control.
21.2 - In such circumstances Evident shall be entitled to a reasonable extension of time for performing its obligations under these Terms and/or to temporarily suspend its obligations under these Terms.
22. Relationship of the Parties
You agree and understand that nothing in the Terms shall be deemed to constitute, create, imply, give effect to, or otherwise recognize a partnership, employment, joint venture, or formal business entity of any kind between you and us. Nothing in these Terms shall be deemed to have created, implied or otherwise treated us as your agent, trustee, fiduciary or other representative.
23. Assignment
Without our prior consent in writing, you may not assign or transfer to any third party any of your rights or obligations under these Terms; however, we may, at any time, assign our rights and obligations under these Terms to any third party with thirty (30) days’ prior notice to you.
24. Severability
If any provision or part-provision of the Terms are found, by any court or administrative body of competent jurisdiction, to be invalid, unenforceable or in conflict with any applicable law, it shall, as to such jurisdiction, be ineffective to the extent of such determination of invalidity or unenforceability, without affecting the validity or enforceability thereof in any other manner or jurisdiction and without affecting the remaining provisions of these Terms, which shall continue to be in full force and effect.
25. No Waiver
25.1 - Our failure to require or enforce strict performance by you of any provision of these Terms or to exercise any right under these Terms shall not be construed as a waiver or relinquishment of our right to assert or rely upon any such provision or right in that or any other instance.
25.2 - No waiver by either party of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default.
26. Contracts (Rights of Third Parties) Ordinance
Except as otherwise provided herein, the Terms are not intended to be enforceable by virtue of the Contracts (Rights of Third Parties) Ordinance (Cap.623 of the Laws of Hong Kong) by any person who is not a party to it.
27. Statute of Limitations
You and Evident both agree that regardless of any statute or law to the contrary but only to the extent permissible by law in each relevant jurisdiction, any claim or cause of action arising out of or related to use of the Platform, the Terms or our Privacy Policy must be filed within ONE (1) YEAR after such claim or cause of action arose or be forever barred.
28. Languages
Content in these Terms may be available in multiple languages. In case of any conflict between different language versions of such content or any omission in any language version, the English version of such content shall prevail.
29. Governing law
29.1 - These Terms and all aspects of the Platform shall be governed by and construed in accordance with the laws of Hong Kong without regard to the conflict of law rules or principles of any other jurisdiction.
29.2 - Any dispute, controversy, difference or claim arising out of or relating to the Terms, including the existence, validity, interpretation, performance, breach or termination thereof or any dispute regarding non-contractual obligations arising out of or relating to it shall be referred to and finally resolved by arbitration administered by the Hong Kong International Arbitration Centre (“HKIAC”) under the HKIAC Administered Arbitration Rules in force when the notice of arbitration is submitted. The law of this arbitration clause shall be the laws of Hong Kong. The seat of arbitration shall be Hong Kong. The number of arbitrators shall be one (1). The arbitration proceedings shall be conducted in English.
29.3 - Notwithstanding Clause 29.2, for the purpose of any judicial proceeding to enforce an arbitration award or incidental to such arbitration or to compel arbitration, or if for any reason a claim proceeds in court rather than in arbitration, you hereby submit to the exclusive jurisdiction of the competent courts of Hong Kong, and agree that service of process in such arbitration or court proceedings shall be satisfactorily made upon a party if sent by certified, express or registered mail addressed to it at the address set forth in the records of Evident, or if no such address has been provided, by email to the email address provided by the relevant party to Evident in connection with its use of the Platform. With respect to any disputes not subject to informal dispute resolution or arbitration (as set forth above), you agree not to commence or prosecute any action in connection therewith other than in the competent courts of Hong Kong and you hereby consent to, and waive all defenses of lack of personal jurisdiction and forum non conveniens with respect to, venue and jurisdiction in the courts of Hong Kong.
29.4 - Notwithstanding Clause 29.2, nothing herein shall prevent the parties from seeking injunctive relief before the courts of Hong Kong for the protection of their rights, pending determination of disputes or claims relating to such rights by an arbitration.
Contact Us
If you have any questions/ feedback/ comments/ suggestions, we welcome you to contact us at [email protected].