Terms of Use

1.1. The Terms constitute a legally binding agreement between you, in your capacity as a user (“User”, “you” or “your”) and Marketnode Pte. Ltd. (“we”, “us”, “our” or “Marketnode” and together with you, the “Parties” and each a “Party”).

1.2. The Terms shall govern your use of our website, at https://www.marketnode.com/, including any subdomains thereof and any other websites and applications through which we make the Services available, the underlying software code and smart contracts deployed in relation to such websites and applications and application program interfaces (collectively, the “Website”) and access of the Services as described in Section 2.

1.3. By using the Website, you are deemed to have: (a) read, understood and accepted the Terms; and (b) entered into a legally binding agreement with us on these Terms electronically.

1.4. The headings contained in this document are for reference purposes only and are not to affect the construction and interpretation of these Terms.

2.1. The Website contains information about Marketnode’s services (“Services”) in relation to the issuance, tracking (i.e. information and recordkeeping support) of the issuance, lifecycle management (e.g. notices, any periodic payments and redemption) and transfers of Selected Financial Products – with “Selected Financial Products” referring to debentures (bonds, loans and structured products) and units of a collective investment schemes (e.g. funds).

2.2. Subject to Clause 3, Marketnode and the User will mutually agree in writing on the specific scope of Services and any terms and conditions applicable to those Services.

2.3. The Services are intended for use by Users who are:

(a) “Primary Users”, being issuer entities (or the agents of such issuer entities) that are registered, licensed or exempted by a regulatory authority, of the Selected Financial Products; and

(b) “Secondary Users”, being: (i) intermediaries in relation to transactions of the Selected Financial Products; and/or (ii) “accredited investors”, “institutional investors” and “expert investors” (as these terms are defined under the Securities and Futures Act 2001 (“SFA”) of Singapore) or any investor under an equivalent classification under the applicable laws of any other jurisdiction, in relation to the Selected Financial Products, that are onboarded with Marketnode at the direction and/or with the written consent of a Primary User.

2.4. The Services provided by Marketnode as marketed on the Website are intended for use by Users from Singapore, Indonesia, Malaysia, the Philippines, Thailand, Hong Kong, the United Kingdom and countries in the European Union. Users from other jurisdictions (“Excluded Jurisdictions”) are not permitted to use the Services.

2.5. We reserve the right to add, remove or impose restrictions from time to time in relation to the ability of any User to access and use the Website and the Services.

3.1. Any User wishing to access and use the Services should reach out to us to create and register a password-protected account (“Account”).

3.2. A User’s registration for an Account is conditional on: (a) the User consenting to such terms (including fees) in relation to the User’s relationship with and use of the Services as we may suggest and negotiate with the User (in a separate agreement in writing between us and the User); and (b) the User providing us with such information as we may request at our sole discretion, including evidence to confirm that the User holds the applicable registration, licence or exemption granted by a relevant regulatory authority qualifying the User to use Services in accordance with Clause 2.3.

You must not use the Website for any purpose other than that for which we make the Website available. In particular, you must not do any of the following:

(a) Attempt to access or use the Website and/or Services in a manner inconsistent with any restrictions or obligations imposed on you by any applicable laws or third party. (b) Attempt to bypass any measures of the Website designed to prevent or restrict access to the Website or the Services. (c) Impersonate any other person, falsely state or otherwise misrepresent your affiliation with any other person or entity or otherwise employ means that trick, defraud or mislead us into granting you access to the Services. (d) Use the Website (or any information on the Website) to advertise or otherwise offer to promote, distribute or sell other financial products, goods or services. (e) Engage in unauthorized framing of or linking to the Website. (f) Circumvent, disable or otherwise interfere with security-related features of the Website including features that prevent or restrict the use or copying of any Website Materials (as defined below) or enforce limitations on the use of the Website. (g) Use any device, software, routine, file or other tool or technology, including any viruses, trojan horses, worms, time bombs, corrupted files or cancelbots, intended to damage or interfere with the features, function, operation or maintenance of the Website (or any of the Website’s software code). (h) Take any action that imposes an unreasonable or disproportionately large load on the Website’s technological infrastructure, including denial of service attacks, “spam” or any other such unsolicited overload technique.

5.1. Unless otherwise indicated, the content of the Website (including, but not limited to the website design, all source code, databases, functionality, software, videos, text, graphics and protocols) (collectively, the “Website Materials”) are protected by intellectual property and other laws.

5.2. The Website Materials are the property of Marketnode (or its affiliates) or its third-party licensors.

5.3. The “Marketnode” logo is a trade mark owned by us (or our affiliates) while all other logos that may appear on the Website are the trade marks of their respective owners.

5.4. Except as expressly authorized by us (or the relevant owner), you may not make use of the Website Materials or the trade marks referred to in Clause 5.3, including but not limited to copying, reproducing, aggregating, publicly displaying (whether by uploading, posting or otherwise), distributing, encoding, translating, transmitting or otherwise exploiting (whether for any commercial or other purpose) any of such Website Materials or trade marks.

6.1. The Website may link to or otherwise interact with other websites, software or protocols (“Third Party Systems”) and articles, photographs, text, graphics, pictures, designs, music, sound, video, information, applications, software and other content or items belonging to or originating from third parties (“Third-Party Content”).

6.2. Such Third-Party Systems and Third-Party Content are not investigated, monitored or checked for accuracy, appropriateness or completeness by us and we are not responsible for any Third-Party Systems accessed through the Website or any Third-Party Content posted on or otherwise available through the Website – including but not limited to the substance, security, accuracy, reliability, policies and practices of, opinions shared with respect to such Third-Party Systems or Third-Party Content.

6.3. You acknowledge and agree that:

(a) The Website linking to or otherwise interacting with any Third-Party Systems or Third-Party Content does not mean or imply approval or endorsement of such Third-Party Systems or Third-Party Content on our part. (b) If you decide to access or use such Third-Party Systems or Third-Party Content, you do so at your own risk, the Terms do not govern such access or use and you should carefully review the applicable terms and policies (including privacy and data gathering practices) in relation to the access or use of such Third-Party Systems or Third-Party Content. (c) Any transactions you make through Third-Party Systems will be through such other Third-Party Systems (and exclusively between you and the applicable third party or third parties) and we are not responsible for: (i) the validity and security of such transactions; and (ii) any harm or losses arising in any way in relation to such transactions that you may suffer.

We may collect, process and otherwise use your information in accordance with our Privacy Policy.

8.1. Limitations on liability: You acknowledge and agree that under no circumstances shall we (along with our affiliates and the employees, officers, representatives, licensors and third party service providers of us and our affiliates, the “Marketnode Persons”) be liable to you for any indirect, incidental, special, consequential or punitive damages (including damages for loss of profits, goodwill or any other intangible losses) arising out of or relating to your access to or use of or your inability to access or use, the Website, whether based on contract, tort (including negligence), statute or otherwise and whether or not any Marketnode Person has been informed or advised about the possibility of any such losses or damages.

8.2. Disclaimers: Notwithstanding anything otherwise provided in these Terms, we disclaim any and all liability with respect to the following matters (the risks of which are assumed by you when agreeing to the Terms and accessing or using the Website):

(a) General: The Website is provided “as is” and “as available” without any representation or warranty, whether it is express, implied or statutory. Without limiting the foregoing and in relation to the Website and any content (including any Third-Party Content), the following are specifically disclaimed: (i) any representation or warranty arising out of course of dealing, usage or trade; (ii) any representation or warranty that the Website and the Services (along with any Third-Party Systems and Third-Party Content) will be available at any particular time or location, uninterrupted, error-free and secure; and (iii) any representation or warranty that any errors or defects in the Website (along with any Third-Party Systems and Third-Party Content) will necessarily be corrected. (b) No investment and other professional advice: All information provided through the Website (including the Website Materials and Third-Party Content) is not intended (nor should such information be construed) to constitute any form of: (i) investment, financial, legal or other professional advice; or (ii) approval, endorsement, marketing or speculation regarding the viability of the Selected Financial Products (including any digitalized or tokenized assets in relation to the Selected Financial Products) as investment products or opportunities.

9.1. To the fullest extent permitted by law, you are responsible for your use of the Website and you shall defend and indemnify us (and each Marketnode Person) from and against any and every claim brought by a third party and any related liability, damage, loss and expense, including attorneys’ fees and costs, arising out of or connected with: (a) your use of the Website; (b) your breach of any of these Terms (especially Sections 4 and 5); and (c) your violation (whether intentional or inadvertent) of the rights of any third party, including but not limited to, intellectual property rights and privacy rights.

9.2. Notwithstanding Clause 9.1, we reserve the right, at your expense, to assume the exclusive defence and control of any matter for which you are required to indemnify us and you agree to cooperate, at your expense, with our defence of such claims. We will use reasonable efforts to notify you of any such claim, action or proceeding which is subject to this indemnification upon becoming aware of it.

10.1. These Terms and your use of the Website are governed by and constructed in accordance with the laws of Singapore.

10.2. Any dispute arising out of or in connection with these 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 Singapore International Arbitration Centre in accordance with the Arbitration Rules of the Singapore International Arbitration Centre for the time being in force, which rules are deemed to be incorporated by reference herein. The seat of the arbitration shall be Singapore. The tribunal shall consist of one arbitrator. The language of the arbitration shall be English.

11.1. Additional terms: Your use of the Website is subject to all additional terms, policies, rules or guidelines that we may post on or link to. Such additional terms, policies, rules or guidelines are incorporated by this reference into and made a part of, these Terms.

11.2. Consent to electronic communications: By deciding to register for an Account with us, you consent to receiving certain electronic communications from us as further described in our Privacy Policy. Please read our Privacy Policy to learn more about our electronic communications practices. You agree that any notices, agreements, disclosures or other communications that we send to you electronically will satisfy any legal communication requirements, including that those communications be in writing.

11.3. Severability: If any provision of these Terms (or any portion thereof) is determined to be invalid or unenforceable, the remaining provisions of these Terms shall not be affected thereby and shall be binding upon the parties and shall be enforceable, as though said invalid or unenforceable provision (or portion thereof) were not contained in these Terms.

11.4. Entire agreement: These Terms constitute and contain the entire agreement between you and us with respect to the subject matter hereof and supersede any prior or contemporaneous oral or written agreements. You and we acknowledge and agree that the other has not made any representations, warranties or agreements of any kind, except as expressly set forth herein.

11.5. No waiver: No failure on our part to exercise and no delay on our part in exercising any right under these Terms will operate as a release or waiver thereof, nor will any single or partial exercise of any right preclude any other or further exercise of it.

12.1. We reserve the right, in our sole discretion, to make changes to the Terms at any time and for any reason. By accepting these Terms, you acknowledge and agree that it is your responsibility to periodically review the Terms to stay informed of any changes (the “Last Updated” section above will indicate the relevant date of the most recent changes) and you waive any right to receive specific, personalised, notices of any changes to the Terms. By continuing to use the Website after the date on which Terms have been changed, you will be deemed to have been aware of and accepted the changes and will be subject to the revised Terms.

12.2. Notwithstanding the foregoing, we may require that you accept the modified Terms in order to continue to use the Website and your access and use of the Website may be restricted or discontinued if you do not agree to the modified Terms.

If you have any questions or concerns regarding the Website, please contact us at: support@marketnode.com.