AAG VENTURES WEBSITE | TERMS OF USE

Introduction

These Terms of Use (“Terms”) form a contract between you (“your” or “User(s)”) and Achip & Achair Guild Ventures Pte. Ltd. (the “Company”, “us”, “we” or “our”), a company incorporated in Singapore, and governs your access to and use of the AAG Ventures Platform (“Platform”). The Platform includes the website (https://aag.ventures/) and any materials and services made available from time to time by us.

By using, visiting, accessing, linking your wallet, or registering an account with the Platform (where applicable), you agree to accept and be bound by the terms and conditions set out in these Terms and the policies referenced herein and/or available by hyperlink. Please read these Terms carefully and in its entirety. You acknowledge and agree that our provision of the Platform and related services to you is conditional on your agreement to these Terms.

You agree that by clicking “Sign Up”, “Login”, “Stake”, “Swap” or any similar buttons, accessing, registering or using our services in any way, you are entering into a legally binding agreement with us. By doing the above, you also agree that you have accepted our Privacy Policy, and other terms that may be displayed to you at the time you access the Platform.

Definitions and Interpretation

In these Terms, unless the context otherwise requires, the following words and expressions shall have the following meanings:

“Intellectual Property Rights” includes all the worldwide rights, titles and interests including but not limited to copyright and related rights, trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, rights in software, database rights, rights in confidential information (including know-how), patents, rights to inventions, trade secrets, and all other intellectual property and similar rights which subsist or will subsist now or in the future in any part of the world;

“Personal Data” means any data, whether true or not, about an individual who can be identified (a) from that data; or (b) from that data and other information to which we have or are likely to have access, including data in our records as may be updated from time to time;

“Privacy Policy” means our privacy policy located at https://aag.ventures/privacy-policy/;

“Third Party Service Provider(s)” means any third party service provider which provides services which are necessary in order for us to operate the Platform and/or provide any associated services to you and any third party service provider which we engage in relation to the storage and/or processing of content and Personal Data;

“Third Party Services” means any services provided to you by Third Party Service Providers;

“User” means any person that uses the services and the Platform; and

“User Content” means all content that the relevant User may submit to the Platform or otherwise transmit via the Platform

Prices and Fees

Fees

Your use of certain services on the Platform that we make available to you may be chargeable. We reserve the right to change the applicable fees at our discretion upon notice to you.

Taxes

You are solely responsible for determining the amount of applicable taxes for the transactions you carry out on the Platform (including, without limitation, your use of the services or your receipt of Staking Rewards) and will be solely responsible to pay any and all sales, use, value-added and other taxes and/or duties claimed or imposed by any governmental authority associated with your use of the Platform.

Eligibility, Personal Data and Security

Eligibility

You confirm that:

  1. you are of the legal age of majority in your jurisdiction as is required to access our Platform and our services, OR, If you are below the age of majority, you must obtain before using the Platform and our services, (i) the consent of your parent(s) or legal guardian; (ii) their acceptance of these Terms; (iii) their guarantee in respect of your obligations under these Terms; and (iv) their guarantee in respect of your obligations in relation to any transactions you carry out on the Platform;
  2. you have not been restricted by us in using the Platform, or our services; and
  3. you are otherwise fully able and competent to accept, abide and comply with these Terms of Use.

Personal Data

Save that we will comply with all applicable law relating to data privacy (including the Personal Data Protection Act 2012 of Singapore), nothing in these Terms shall be deemed to impute an obligation of confidentiality on us with respect to your registration information. If required by law (including a court order and a government or regulatory demand or requirement having the force of law), we will disclose such information, including but not limited to your registration information, as so ordered.

Security

For security purposes, including the investigation of whether any User is using the Platform for fraud, money laundering, insider trading and/or other unlawful activity, we have the right, and sole discretion, to immediately:

  1. restrict your access to the entire Platform or parts thereof;
  2. suspend the provision of any services to you;
  3. report your activity to the relevant law enforcement officials and provide evidence in support for such officials to conduct their investigations; and/or
  4. take any action which we deem appropriate to the circumstances.

Accounts and passwords

Where applicable, you are solely responsible for the management of your wallet, account, and any applicable password(s). You are solely responsible for restricting access to your computer(s) and maintaining the confidentiality and security of your wallet and account details, passwords, seed phrases, recovery phrases and all activities that occur under your account. You agree that your account will be used by you only and will not be shared with or transferred to others. You are solely responsible for any activity on the Platform arising out of any failure to keep your seed phrases or other password(s) confidential and you may be held liable for any losses arising out of such a failure. We cannot and will not be liable for any loss or damage arising therefrom.

Anti-Money Laundering Provisions

We reserve the right, at any time to:

  1. require you to provide additional information and documents at the request of any competent authority or in accordance with any applicable laws and regulations in relation to anti-money laundering or combating the financing of terrorism;
  2. share submitted information and documentation to third parties to verify the authenticity of the submitted information and you agree to this by using the Platform; and
  3. suspend and/or terminate your account, withhold, suspend, restrict or terminate our provision of services to you or your access to the Platform or any transactions carried out by you (whether partially or fully completed) on the Platform, if you do not promptly provide us with the requested information or upon our discovery of any actual or suspected fraudulent activity, money laundering, criminal activity, and/or acts that are contrary to these Terms.

You have the sole responsibility of ensuring that you have the legal rights in accordance with applicable laws to engage in any and all transaction carried out on this Platform. To make sure all transactions are legally compliant, we may (but we are not obliged to) review the legality of the transactions carried out by you and take necessary actions in accordance with applicable laws and regulations.

Third Party Service Providers

You acknowledge that we may incorporate the services of Third Party Service Providers to assist in providing any services to you on the Platform and/or enhancing the Platform (eg. digital token swapping services). You hereby consent and authorise us to delegate the authorisations you provide to us to such Third Party Service Providers as we deem necessary to provide any services to you and/or to operate the Platform.

You acknowledge that your use of Third Party Services will require your agreement to certain additional terms and conditions provided by the applicable Third Party Service Provider. By using such Third Party Services (whether linked from our website, or otherwise presented to you for your use via our Platform), you hereby agree to the applicable terms of service and privacy policies (as the case may be) of such Third Party Service Providers, including without limitation, any fees that may be charged by such Third Party Service Providers for such use.

You agree that we are not in any way associated with the owner or operator of any Third Party Services or responsible or liable for the services and content offered by them or for anything in connection with such Third Party Services. Notwithstanding the fact that such Third Party Services may be listed on or accessible via our Platform, we do not endorse or approve and make no warranties, representations or undertakings relating to the service or content of any Third Party Services. You acknowledge and agree that we may earn fees from Third Party Service Providers in connection with your use of such Third Party Services.

You acknowledge and agree that the Company shall not be responsible or liable, directly or indirectly, for any damage or loss suffered by you caused or alleged to be caused by or in connection with your use of or reliance on any Third Party Service Providers and/or Third Party Services including without limitation, any damage or loss arising in relation to:

  1. your use or access of Third Party Services (whether incorporated into our services, accessed via our Platform or otherwise);
  2. any information that you may provide to such Third Party Service Providers;
  3. any transaction conducted with or through the Third Party Services;
  4. any failure of any information, software or services posted or offered by such Third Party Service Providers;
  5. any error, omission or misrepresentation by such Third Party Service Providers; or
  6. any computer virus arising from or system failure associated with the Third Party Services.

Further, you hereby expressly waive and release any and all claims, actions or otherwise which you have or may in the future have against the Company, its affiliates, and their respective directors, officers, employees, agents, representatives, shareholders, successors and assigns which may arise from your use of or reliance on any Third Party Service Providers and/or Third Party Services, including any of the circumstances set out in Clause ‎6.4, sub-paragraphs ‎6.4.1 to ‎6.4.6 (inclusive).

Staking

Our Platform may allow you to stake your digital assets (AAG Tokens, NFTs or otherwise), from time to time, via the use of smart contracts (“Stake”), and you may earn rewards (“Staking Rewards”) as a result of staking your digital assets. You may also elect to unstake your digital assets from time to time (“Unstake”).

Unless otherwise written, you acknowledge and agree to the following:

Staking

  1. after you submit or otherwise confirm an order to Stake your digital assets, the Stake order (including the number of digital assets being staked, the lock-up period and any other options provided to you when crafting the relevant smart contract) cannot be amended or cancelled;
  2. we reserve the right to determine the minimum or maximum amount of digital assets that can be Staked in a single Stake order, minimum lock-up periods and/or set any other parameters of the Stake order in our sole discretion;

Staking Rewards

  1. where applicable, we may grant you Staking Rewards directly attributable to your Staked digital assets;
  2. the amount of Staking Rewards, the disbursement method, frequency and associated terms relating to unlocking Staking Rewards shall be determined in our sole discretion;

Unstaking

  1. After the relevant lock-up period, you may submit an order to Unstake your digital assets (ie. to withdraw your digital assets); and
  2. Nothing in these Terms imposes any obligation on us to provide any Staking Rewards to you; to continue the operation of the Platform; or to continue to make Staking available from time to time; or constitutes an offer or invitation to subscribe for any tokens, securities or financial products.

Our Intellectual Property Rights

We, or our licensors (as the case may be), own all Intellectual Property Rights in our content on/ used in relation to the Platform. You can only use our Intellectual Property Rights for the specific purpose of using the Platform.

You acknowledge that the Platform, our services and content are protected by copyright, trademark, and other applicable laws. You agree not to remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Platform, our services or content.

These Terms do not convey any proprietary interest in or to our Intellectual Property Rights.

User Content. You may provide, submit, upload, make available or transmit your User Content to us for the purpose of it being used on the Platform, or for use by any Third Party Service Providers. This may arise, for example, when you submit your feedback to us. You have and will retain sole ownership rights to all of your User Content. However, notwithstanding the termination of these Terms, when you submit your User Content to us, you hereby grant us a perpetual, non-exclusive, worldwide, royalty-free, sub-licensable, transferable right and license to use, access, host, store, cache, reproduce, publish, display, distribute, perform, transmit, modify, adapt, and create derivative works of your User Content, without any further consent, notice and/or compensation to you or others, subject to the relevant legislations and the Privacy Policy.

User Conduct

You warrant that you will comply with any and all rules, regulations and/or applicable laws and regulations governing the practice of law in your jurisdiction in connection with the use of the Platform, and our services, including the ownership and transfer of cryptographic tokens.

You agree not to:

  1. Impersonate another person or User;
  2. use the Platform other than as authorised and in accordance with these Terms;
  3. copy our content for any purpose that is not envisaged within these Terms;
  4. copy, modify, translate or create derivative works of our content or the Platform or any part thereof;
  5. where applicable, send spam, unwelcomed communications, or material that is against public interest, order, national harmony or offends good taste and decency, to others, or act in an unlawful, defamatory, libelous, abusive, discriminatory or otherwise objectionable manner as determined by us, through the use of our Platform;
  6. use any device, software, routine or use the Platform in any way that interferes with any application, function, or use of the Platform, that is intended to damage, detrimentally interfere with, surreptitiously intercept, or expropriate any system, data, or communication, including but not limited to our security mechanisms of the Platform;
  7. reformat, frame or mirror the Platform;
  8. use the Platform either directly or indirectly to support any activity that is illegal, fraudulent, abusive and/or amoral including but not limited to violating our Intellectual Property Rights or that of others;
  9. use the Platform in such a way or attempt to commercially exploit any part of the Platform without our permission, including without limitation, to modify any of the Platform’s content in any way, or copy, reproduce, publicly display, distribute or otherwise use or communicate them for any public or commercial purpose without our permission;
  10. access and/or use the Platform for the purposes of monitoring its availability, performance or functionality, or for any other benchmarking or competitive purposes; and
  11. authorise any third parties to do any of the above.

Indemnification by the User

To the fullest extent permitted by applicable law, you agree to indemnify, defend and hold harmless the Company from and against all actual or alleged third party claims, damages, awards, judgments, losses, liabilities, obligations, penalties, interest, fees, expenses (including, without limitation, attorneys’ fees and expenses) and costs (including, without limitation, court costs, costs of settlement and costs of pursuing indemnification and insurance), 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 (collectively, “Claims”), including, but not limited to, damages to property or personal injury, that are caused by, arise out of or are related to

  1. your use or misuse of the Platform or the content on the Platform,
  2. your violation of these Terms;
  3. your violation of the rights of a third party; or
  4. your violation of any terms and conditions of Third Party Service Provider that you have agreed to or whose services you have used or accessed.

You agree to promptly notify the Company of any third party Claims and cooperate with the Company in defending such Claims. You further agree that the Company shall have control of the defense or settlement of any third party Claims. This indemnity is in addition to, and not in lieu of, any other indemnities set forth in a written agreement between you and the Company.

Except where otherwise provided in these Terms, where you have incurred any liability to us, whether arising from or under these Terms or otherwise, howsoever arising, we may without notice to you, set-off the amount of such liability against any liability of us to you arising from or under these Terms, whether either such liability is liquidated or unliquidated, present or future, accrued or contingent. For the avoidance of doubt, any fees payable to us may be set-off against any Staking Rewards payable to you.

Disclaimers

Unless expressly provided for in writing by the Company, the Platform and the services are provided by us on an ‘as is’ and ‘as available’ basis without warranties or conditions of any kind, either express or implied.

You acknowledge that the services we provide to you in relation to the Platform are non-custodial in nature, and we shall not be responsible for the security of your recovery phrases, seed phrases, authorization keys or passwords of a similar nature, nor shall be we responsible for any inaccessible cryptographic tokens as a result of any lost seed phrases, recovery phrases, authorization keys or similar passwords. Further, we cannot and shall not be responsible for any activities you carry out in relation to your cryptographic digital assets and any risk of loss at all times.

Cryptographic digital assets (including digital tokens, non-fungible tokens and cryptocurrencies) are recorded and maintained on a decentralized blockchain platform. You acknowledge and agree that the Company does not guarantee that it can/will transfer the ownership of the relevant digital asset to you or any other party (as the case may be).

You acknowledge and accept that we are not licensed or regulated under the laws or regulations of any jurisdiction (including that of the Republic of Singapore). You represent and warrant that your use of the Platform does not violate any law of your relevant place of domicile and jurisdiction, and no further consent or approval from any governmental authority is required in connection with such use of the Platform, and even if there are additional requirements or restrictions related to such use of the Platform, you agree to comply with, and shall be solely responsible for complying with, any such laws or regulations. You represent and warrant that your use of the Platform does not implicate or otherwise give rise to any legal or regulatory obligations on our part in respect of the laws of your relevant place of domicile and jurisdiction.

Access to the Platform

  1. We will endeavour to the best of our abilities, within commercially reasonable means, to ensure that the Platform is available at all times
  2. Notwithstanding the foregoing, we:
    1. do not warrant that your use of the Platform will be uninterrupted, error-free or bug-free or that the Platform will meet your requirements;
    2. are not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet;
    3. shall not be responsible for non-performance of the Platform caused by any use that is contrary to our Terms, instructions, or modification or alteration by any party other than us or our representatives, and will only provide support to correct such non-performance at our sole discretion; and
    4. shall not be responsible for any loss or damage arising from your failure to keep your passwords or other applicable seed phrases or keys secure and confidential
  3. You acknowledge that the Platform may be subject to limitations, delays and other problems inherent in the use of such facilities.

Assumption of Risk

You acknowledge and accept that the risk of lack of market acceptance and adoption, market volatility, lack of a secondary market for trading and/or restrictions on trading in a secondary market, unforeseen software bugs, volatile price fluctuations of the resources used, cybersecurity issues or disruptions remain, and the Company shall not be liable to you for any loss, damage or delay caused by the delay or failure of the Platform or the services, cyber hacking, fraud or any form of cybercrimes committed against the Company, the Platform or you in respect of all matters.

The regulatory status of cryptographic digital assets (including digital tokens, non-fungible tokens and cryptocurrencies) and blockchain technology is unclear or unsettled in many jurisdictions. In the event that any relevant authority makes changes to existing laws, regulations and/or rules or financial institutions make commercial decisions and such changes/decisions negatively impact the provision of any services or the Platform in various ways, the Company shall be entitled to cease the provision of any services to you and operation of the Platform in any jurisdiction without incurring any liability whatsoever to you.

Due to the relatively nascent nature of the blockchain technology, the relevant blockchain may also be prone to periodic congestion, failure, or cyberattack, during which the delivery of the relevant cryptographic digital asset being sent or received may be delayed indefinitely or irretrievably lost or stolen due to no fault of ours. Accordingly, you acknowledge and accept that no liability whatsoever is assumed by us for losses or delays to you caused by any such factors.

You acknowledge and accept the risks of dealing with smart contracts, losing money due to fluctuations in the price of cryptographic digital assets.

Limitation of Liability

Nothing in these Terms of Use excludes or limits our liability for death or personal injury arising from our negligence, or our fraud or fraudulent misrepresentation, or any other liability that cannot be excluded or limited by law.

We shall not be liable whether in contract, tort (including for negligence or breach of statutory duty), misrepresentation (whether innocent or negligent), restitution or otherwise for:

  1. any loss of profits, sales, revenue, business, data, use, goodwill or other intangible losses, or pure economic loss;
  2. any indirect, incidental, exemplary, punitive, special or consequential loss, costs, damages, charges or expenses;
  3. any actions taken by us in good faith in accordance with the information and instructions you have provided to us via the Platform or otherwise;
  4. any loss or damage caused by malware, distributed denial-of-service attack, or other harmful material that may infect your device, programs, data or other proprietary material due to your use of the Platform;
  5. any damages relating to your access to, use of, or inability to access or use the Platform;
  6. any damages relating to any conduct or content of any third party or another User, including without limitation, defamatory, offensive, unlawful or illegal conduct (where applicable);
  7. any content, services or goods provided any Third Party Service Provider, including the quality of such services or goods; or
  8. any consequences arising in connection with any event which occurs by reason of forces outside of our control. This includes any event, or a series of related events, that is outside of our reasonable control, including but not limited to acts of God, acts of civil or military authority, acts of customs authorities, national emergencies, industrial action, fire, abnormally adverse weather conditions, earthquakes, catastrophes, wars, insurrections, riots, security threats, pandemics and/or material network or other material telecommunications failures and material delay by common carriers

Our total aggregate liability whether in contract, tort (including negligence or breach of statutory duty), misrepresentation (whether innocent or negligent), restitution or otherwise, including any professional and legal costs, arising in connection with these Terms, the access to and use of the Platform and content, or the sale or purchase of any products on this Platform, shall be limited to the greater of (a) USD 100 or (b) the amount of fees received by us from the transaction of the relevant digital asset(s) that is/are the subject of the claim (where applicable).

For the avoidance of doubt, the foregoing sets out our total financial liability to you in respect of any breach of these Terms, including but not limited to any Personal Data or data security breach.

Modification to the Platform

To the maximum extent permitted by the applicable law, we reserve the right in our sole and absolute discretion, to amend, modify, alter or supplement these Terms and the Platform from time to time, without prior notice to you.

You should check back on the Platform often to confirm that your copy and understanding of these Terms is current and correct. Your non-termination or continued use of the Platform after the effective date of any amendments, changes, or updates constitutes your acceptance of these Terms, as modified by such amendments, changes, or updates.

Termination

The Company may, without notice and in its sole discretion, terminate these Terms and your right to access or use the Platform at any time, and for any or no reason. You acknowledge and agree that we shall have no liability or obligation to you in such event and that you will not be entitled to a refund of any amounts that you have already paid to us, to the fullest extent permitted by applicable law.

Termination of these Terms shall not affect the effect of Clauses ‎5, ‎6, ‎7, ‎10, ‎11, ‎12, ‎13, ‎15, ‎16, ‎17, ‎18, ‎19 and ‎20.

No termination shall release you from any liability which at any time of such termination has already accrued to the Company or which may accrue thereafter in respect of any act, omission or breach prior to such termination.

Governing Law and Dispute Resolution

These Terms of Use and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of the Republic of Singapore.

Any dispute arising out of or in connection with this Agreement, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration in Singapore, administered by the Singapore International Arbitration Centre (“SIAC”) in accordance with the Arbitration Rules of SIAC (“SIAC Rules”) for the time being in force, which rules are deemed to be incorporated by reference in this clause. The seat of the arbitration shall be Singapore. The Tribunal shall consist of one arbitrator. The language of the arbitration shall be English.

Waiver

No failure or delay by a party to exercise any right or remedy provided under these Terms or by law shall constitute a waiver of that or any other right or remedy, nor shall it preclude or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy.

Severability

If any provision or part-provision of these Terms of Use is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of these Terms.

Entire Agreement

Unless explicitly agreed between parties in writing, these Terms of Use constitute the entire agreement between the parties and supersedes all previous discussions, correspondence, negotiations, arrangements, understandings and agreements between them relating to its subject matter

Third Party Rights

No one other than a party to these Terms, their successors and permitted assignees, shall have any right to enforce any of its Terms.

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