The terms and conditions set out below govern your access and use of all of Abaxx’s and its Affiliates’ web pages (“Web Site”), online services, systems and any other electronic services or systems provided or developed by Abaxx and its Affiliates, including as the case may be, any web services, app services and/or ancillary or third party services offered on Abaxx’s and its Affiliates’ web page, online services platform or any other application of Abaxx and/or its Affiliates (“Abaxx Services”). By accessing and utilising the Web Site and/or Abaxx Services, you will be conclusively deemed to have notice of, and you acknowledge that you have agreed to comply and be bound by, these T&Cs and applicable Exchange Policies, as may be amended from time to time. These T&Cs and applicable Exchange Policies govern Abaxx’s relationship with you in relation to the Web Site and Abaxx Services. If you disagree with any part of these T&Cs, you must immediately discontinue and refrain from access and/or use of our Web Site and Abaxx Services.

In this Agreement:

a) Abaxx or Exchange means Abaxx Exchange Pte Ltd, and we or us refers to Abaxx and its Affiliates (as the case may be).

b) You refers to the user and/or viewer of the Web Site and/or Abaxx Services.

c) Affiliate means with respect to any person, any other person that directly or indirectly through one or more intermediaries’ controls or is controlled by or is under common control with the person. The terms “controls”, “controlled by” and “under common control with” mean the possession, directly or indirectly through one or more intermediaries, of more than 50% of the outstanding voting shares of or the power to direct or cause the direction of the management policies of any person, whether through ownership of shares, as a general partner or trustee, by contract or otherwise.

d) Confidential Information will mean any and all tangible and intangible information, whether oral, electronic, digital or in writing or in any other medium, disclosed or made available by or on behalf of either Abaxx, and its Affiliates to you, or vice-versa. Confidential Information will include, without limitation, information relating to schematics, wireframes, UI/UX, operations, products, services, intellectual property, patents, descriptions, internal memos and related media, reference materials or inventions of the Abaxx and its Affiliates, including, without limitation, third party information that the other Party is obligated to treat as confidential. Confidential Information will also include, without limitation, all information that relates to the analysis of Confidential Information, and all derivatives of this Confidential Information, whether developed by you or not.

The information, content, materials and data (“Data”) found or hosted on the Web Site and Abaxx Services are subject to proprietary rights including copyright, trademarks, intellectual property and all other applicable rights, owned by Abaxx and its Affiliates. Such information, materials and data include but are not limited to and include; price information, trade data, photographs, graphics, trademarks, service marks, logos, insignias, programmes, electronic files, software applications, tools and other functionalities, articles, videos and/or any other information, content, materials or data available and viewable on the Web Site and/or Abaxx Services. All proprietary rights, titles and interests in such Data are owned, licensed and controlled by Abaxx and its Affiliates. You shall not use any of the above Data which are the property of Abaxx and/or its Affiliates without prior written consent from Abaxx. All other trademarks, trade names, service marks, product names and logos contained herein that are not owned by, licensed to or controlled by us are used in an editorial fashion only, and to the benefit of respective owners, with no intention of infringement of any trademark or any other intellectual property rights.

The use of the Web Site and Abaxx Services is subject to these T&C and any Exchange Policies in effect at that time of use. You may access and view our Web Site and Abaxx Services and may save an electronic copy or print out a copy of the Data, solely for your own personal and non-commercial use, unless you have obtained our prior written consent for other use. If you make a copy of the Data, you must ensure that such copy must be in the form as presented on the Web Site or Abaxx Services and must include all applicable copyright and other notices on the Web Site or Abaxx Services as the case may be. You may not, and may not cause or allow any third party to, without prior written permission of Abaxx, copy, store (in any form), adapt, alter, disseminate, distribute, publish, sell, license, decompile, disassemble or reverse-engineer the Data; remove, erase, obscure or tamper with any copyright or any other product identification or proprietary rights notices, seal or instructional label printed or stamped on, affixed to, or encoded or recorded in or on any Data; or fail to preserve all copyright and other proprietary notices; lease, lend or use the Data for timesharing; or sell, market, license, sublicense, distribute or otherwise grant to any person or entity any right to use the Data except to the extent expressly permitted in this Agreement; or use the Data to provide, alone or in combination with any other product or service, any product or service to any person or entity, whether on a fee basis or otherwise; modify, adapt, tamper with, translate or create derivative work of the Data; combine or merge any part of the Data or refer to or otherwise use the Data as part of any effort to develop technology (including any routine, script, code, or program) having any functional attributes, visual expressions or other features similar to those of the Data to compete with Abaxx.

Abaxx may in its sole discretion make any updates, whether scheduled or unscheduled, deploy changes and enhancements to the Web Site and Abaxx Services at any time. Abaxx may at its sole discretion at any time, add or remove functionalities, features and any Data, and may discontinue the Web Site and Abaxx Services altogether, but we are under no obligation to update the Web Site or Abaxx Services.

You will not use the Data, Web Site or Abaxx Services for any purpose that is unlawful or prohibited by these T&Cs and/or any applicable laws. You will not use the Data, Web Site or Abaxx Services in any manner that could damage, disable, or otherwise disrupt Abaxx, its Affiliates, and the Web Site and/or Abaxx Services, including unauthorised access of the Web Site and/or Abaxx Services, whether by hacking, password mining or any other means. You may not obtain, or attempt to obtain, any Data or information through any means not intentionally made available on or through the Web Site or Abaxx Services. Abaxx may report to law enforcement authorities any actions that may be illegal. When legally required or at Abaxx’s discretion, Abaxx will cooperate with law enforcement agencies in any investigation of alleged illegal activity on the Web Site or Abaxx Services. Abaxx may, in its sole discretion at any time, disable any user account, user name, password or any other identifier, whether chosen by you or provided by us, for any reason whatsoever, including for any violations of these T&Cs and/or any other Exchange Policies.

7.1 Unless with our prior written consent, you may not link (including but not limited hyperlink, in-line link, deep link), mirror or frame our Web Site and Abaxx Services or any part thereof, to any other web page, website, server, application or other software or platform. Abaxx has no responsibility for any information, data, materials or content available on any website which links, mirrors or frames our Web Site or Abaxx Services or any part thereof, and will under no circumstances be considered as associated or affiliated in whatever manner with any trademarks, trade names, service marks, logos, insignia or other devices or platforms which links, mirrors or frames our Web Site, Data or any part thereof.

7.2 Any links, mirrors, or frames provided on our Web Site or Abaxx Services are for your convenience only. Should you leave our Web Site or Abaxx Services via such a link, mirror or frame, the content that you view in such linked web page or website owned or operated by third parties is not provided or controlled by us. We have not developed or reviewed, and are not responsible for the consequences of your accessing the linked web page or website, and/or the content at those web pages or websites. We make no guarantee, representation or warranty as to, and have no liability for, any content at those websites, including, but not limited to, guarantees, representations and warranties regarding truth, adequacy, originality, accuracy, timeliness, completeness, reasonableness, non-infringement, suitability, satisfactory quality, merchantability or fitness for any particular purpose or any representations or warranties arising from usage, custom or trade or by operation of law. We also do not (a) endorse, authorise, or represent that we are affiliated with the operators or owners of those linked websites; nor (b) an endorse, authorise, verify, or represent as to the contents of such linked websites. Your access to and/or use of such linked web pages or websites is entirely at your own risk and subject to the terms and conditions of access and/or use contained therein (including without limitation their privacy and data processing policies and practices).

8.1 Each party acknowledges that it may have access to Confidential Information of the other party in connection with this Agreement, and that each party’s Confidential Information is of substantial value to the disclosing party, which could be impaired if it were improperly disclosed to third parties or used in violation of this Agreement. Subject to any exceptions set out in these T&Cs and/or any applicable Exchange Policies, each recipient of Confidential Information must keep the disclosing party’s Confidential Information confidential and protect it at least to the same extent it protects its own Confidential Information and to the same extent that a reasonable person would protect such Confidential Information; and not use the disclosing party’s Confidential Information in any way for its own account or the account of any third party except to perform its duties, exercise its rights or is otherwise authorised under these T&Cs; or as otherwise authorised under these T&Cs, provided that: any disclosure made to the recipient’s officers, directors, employees, representatives, contractors or agents (“Representatives”) is on a need-to-know basis; and the recipient’s Representatives in receipt of the Confidential Information are under an obligation of confidentiality no less stringent than that set forth in this section. Notwithstanding the above, you always agree that Abaxx can disclose Confidential Information to its Affiliates, including Abaxx Singapore Pte Ltd and Abaxx Clearing Pte Ltd.

8.2 Further, notwithstanding the restrictions in Section 8.1, if the recipient is required to disclose any of the disclosing party’s Confidential Information by law, such as in response to a subpoena or requirement of any regulator, court, arbitral, administrative, or legislative body, the recipient must immediately provide written notice to the disclosing party of the required disclosure to give the disclosing party an opportunity to move for a protective order or otherwise prevent the disclosure; disclose only the minimum amount of Confidential Information required to satisfy the legal obligation; and assert and take proper steps with the body requiring disclosure to maintain the confidentiality of the Confidential Information to be disclosed.

8.3 You will immediately, and at least within seventy-two (72) hours, notify Abaxx if Confidential Information of Abaxx is used or disclosed in breach of these T&Cs. As monetary damages may not be sufficient relief if anyone violates or threaten to violate the terms of this section, Abaxx is immediately entitled to enforce its rights by specific performance or injunction proceedings, in addition to any other rights or remedies it may have. Upon the disclosing party’s request and upon termination of this Agreement (unless agreed otherwise by the parties at the time), each party will return, destroy or delete permanently (at the disclosing party’s election) the other party’s Confidential Information. These terms will continue to apply unless other definitive agreements are executed between you and Abaxx, which contain clauses that supersede and/or are contrary to these T&Cs.

9.1 All Data, information, materials, content available on the Web Site and Abaxx Services are of a general nature which is provided on an “as is” and “as available” basis. Your use of the Data, Web Site and Abaxx Services are at your own risk. To the extent permitted by law, Abaxx makes no other representations or warranties of any kind regarding the Data, Web Site and Abaxx Services, and Abaxx disclaims all other obligations and liabilities, or express or implied warranties regarding the Data, Web Site and Abaxx Services including implied warranties of merchantability, quality, fitness for a particular purpose, title, non-infringement, or systems integration. Abaxx makes no warranty, representation or guarantee as to Web Site’s or Abaxx Services’ use or performance, or that the operation of the Web Site or Abaxx Services will be fail-safe, uninterrupted or free from errors, defects, malicious software, including but limited to viruses, malware, computer worms, trojan horses, spyware; or that the Web Site or Abaxx Services will be protected against all possible threats.

9.2 Abaxx and its Affiliates accept no liability for any loss, damages, liability, expense or costs that may occur for any reason whatsoever in relation to the Data, Web Site or Abaxx Services. Abaxx and its Affiliates will not be liable for any consequential, punitive or special damages in connection with these T&Cs, even if the damages were foreseeable or a party has been advised of the possibility of those damages. This limitation of liability applies whether such claims arise under contract, tort (including negligence), equity, statute or otherwise. Nothing in these T&Cs limits or excludes any liability that cannot be limited or excluded under applicable law. You should not take any action, or omit to take any action in relation to the Data, Web Site or Abaxx Services without independent verification or advice.

By entering into these T&Cs, or using the Web Site or Abaxx Services, you agree to the Abaxx Privacy Policy available at https://www.abaxx.exchange/legal/privacy-policy and to the collection, processing, copying, backup, storage, transfer and use of your personal information and data by Abaxx, its Affiliates and its service providers.

12.1 Each Party will comply with all applicable national, state and local laws with respect to its rights and obligations under these T&Cs, including applicable anti-money-laundering, terrorist financing, market misconduct, market manipulation and market abuse laws and regulations, privacy and export control laws and regulations, and other applicable anti-corruption laws.

12.2 You also represent and warrant that insofar as any of your clients, customers, users and/or representatives have access to Abaxx Services, and/or enter into any trade-related activities via Abaxx Services, you have conducted all relevant due diligence procedures, including “Know-Your-Customer” (“KYC") and/or anti-money laundering, countering terrorism financing checks (“AML/CFT”), on such clients, customers, users and/or representatives, and that we are entitled to rely on your representation for the purposes of KYC, AML/CFT compliance requirements.

12.3 Singapore persons: In the event you are a Singapore person, you represent and warrant that you are either a professional investor, accredited investor or expert investor. Definitions of these terms are set out in the Appendix to these T&Cs.

12.4 People's Republic of China entities: If you are an entity that is incorporated, organised or otherwise established in the People's Republic of China (for these purposes, excluding the Hong Kong Special Administrative Region, Macao Special Administrative Region and Taiwan) (a "PRC Entity"), then by accessing or using the Abaxx Services you represent, warrant and undertake to Abaxx, on a continuing basis, that:

(a) QDII status. You are a duly approved and validly subsisting Qualified Domestic Institutional Investor under the applicable laws and regulations of the People's Republic of China ("QDII"), holding all licenses, approvals, registrations, filings and quotas (including, where applicable, any investment quota granted by the State Administration of Foreign Exchange) required for you to invest in offshore securities, financial products and/or derivatives through the Abaxx Services, and you will promptly notify Abaxx in writing if any of the foregoing ceases to be true or if any such license, approval, registration, filing or quota is revoked, suspended, varied or expires;

(b)    Permitted product scope. You shall access, place orders for, hold positions in and otherwise transact through the Abaxx Services only in those products that you are permitted to invest in under the QDII regime applicable to you (taking into account the regulatory category to which you belong, including without limitation the rules issued by the China Securities Regulatory Commission, the National Financial Regulatory Administration, the State Administration of Foreign Exchange and any successor or replacement authority), and such transactions shall at all times be consistent with your applicable investment mandate, internal approvals and all applicable laws and regulations. In particular:

• you shall not access any physically-settled commodity futures contract made available on the Exchange; and
• you shall not access any other product, including any cash-settled futures contract, unless such product is permitted under the QDII regime applicable to you and falls within your applicable investment mandate and approvals. You shall, upon Abaxx's request, provide documentary evidence reasonably satisfactory to Abaxx that such product falls within the scope of your QDII licence and applicable investment mandate, and that your access to such product is for a legitimate purpose permitted under the QDII regime applicable to you. 

Abaxx may, in its sole and absolute discretion, restrict, deny or withdraw access to any product where it considers that the relevant PRC regulatory position is unclear or where the foregoing requirements have not been satisfactorily evidenced, or that continued access may expose Abaxx to regulatory risk;

(c)    Reverse solicitation. Your use of the Abaxx Services, and your decision to enter into any transaction through the Abaxx Services, is initiated at your own exclusive initiative and is not the result of any marketing, promotion or solicitation activity by Abaxx or its affiliates, employees or agents within the territory of the People's Republic of China; 

(d)    Foreign exchange and remittance. Any remittance of funds between your onshore and offshore accounts in connection with the Abaxx Services will be effected by you strictly in accordance with the foreign exchange control laws and regulations of the People's Republic of China, and Abaxx is not providing, and shall not be deemed to provide, any advice, recommendation or proposal in respect of such remittance;

(e)    Suspension and termination. Without limiting any other rights of Abaxx under these T&Cs or any Exchange Policy, Abaxx may immediately suspend or terminate your access to the Abaxx Services (in whole or in part) if (i) you fail to comply with any of the foregoing representations, warranties or undertakings, (ii) Abaxx has reasonable grounds to believe that your QDII status, license, approval, quota or internal mandate has lapsed, been revoked, suspended or materially varied, or (iii) there is a material change in PRC law or regulation that, in Abaxx's reasonable opinion, renders your continued access to the Abaxx Services impermissible or inappropriate; and

(f)    Abaxx does not market the Abaxx Services within the People's Republic of China, holds no license, registration or approval from the China Securities Regulatory Commission or any other PRC regulatory authority, and the Abaxx Services and contracts available on the Exchange are not licensed, registered or approved by, and do not fall within the direct regulatory purview of any PRC regulator. No recourse is available with any PRC regulator (including by way of any PRC investor complaint mechanism) in respect of your use of the Abaxx Services.

12.5 Indian entities: If you are located and/or incorporated in India, you confirm that (i) you are not prohibited from engaging with Abaxx and trading the contracts available on Abaxx Exchange, under any applicable laws or regulations of the Republic of India; (ii) that there are no agreements or arrangements entered into by you, including with any other stock exchange or clearing corporation, pursuant to which you are prohibited from entering into any User Agreement with Abaxx and fulfilling your obligations thereunder; and (iii) you are aware that the products offered at Abaxx Exchange are ‘offshore securities’ from an Indian perspective, which do not fall under the regulatory purview of Securities and Exchange Board of India (“SEBI”) and no recourse is available with SEBI for grievance redressal including by way of SEBI’s SCORES portal.

12.6 Japan: The information contained on this Web Site and relevant websites is not intended to target any person in Japan.

12.7  EU entities: If you are located and/or incorporated in the European Union and intend to enter into any trade-related activities or deal via Abaxx Services, you represent and warrant that you hold any required authorisations to do so under applicable laws in your jurisdiction or the European Union. Abaxx does not market the Abaxx Services in the European Union, and if you are located in the European Union, you represent and warrant that any use of the Abaxx Services is initiated at your own exclusive initiative. 

12.8  Swiss entities: The Exchange qualifies as a foreign trading venue under Article 41 para. 1 of the Swiss Financial Market Infrastructure Act ("FinMIA"), and has not been recognised by the Swiss Financial Supervisory Authority ("FINMA"). Accordingly, the Exchange is not directly accessible to Swiss participants supervised by FINMA as defined under the FinMIA.

12.9 U.K. entities: If you are located and/or incorporated in the United Kingdom (a “UK entity”) and intend to enter into any trade-related activities or deal via Abaxx Services, you represent and warrant that you hold the requisite authorisations to do so under the United Kingdom’s Financial Services and Markets Act 2000 (“FSMA”) and any other applicable laws and rules in the United Kingdom, and that you will use Abaxx Services in a manner that is compliant with the FSMA and all applicable laws and rules under it. In the event you are a UK entity but are not authorised under the FSMA, you will ensure that you use Abaxx Services in a manner that is compliant with the FSMA and all applicable laws and rules under it.

12.10 US entities: Companies or individual persons that are located and/or incorporated in the United States (a “U.S. entity”) are not permitted to directly enter orders on Abaxx Services. If you are a U.S. entity, you may only enter orders through a non-U.S. intermediary located outside of the U.S. that is registered to enter orders on behalf of others on Abaxx Services. Abaxx takes no position as to a non-U.S. intermediary’s regulatory status or compliance with any applicable licensing/registration requirements. Abaxx shall not be responsible or have any liability for, orhave any duty to ascertain, inquire into, monitor or enforce, compliance with any non-U.S. intermediary’s regulatory or licensure obligations.

13.1 Relationship: The parties are independent contractors under these T&Cs and expressly disclaim any partnership, franchise, joint venture, agency, employer/employee, fiduciary or other special relationship. Neither Party intends these T&Cs to benefit, or create any right or cause of action in or on behalf of, any person or entity other than the parties, their Representatives and listed Affiliates. These T&Cs are not intended to create a third-party beneficiary of any kind. You must not represent to any third party that you have any right to bind Abaxx in any manner and you will not to make any representations or warranties on behalf of Abaxx.

13.2 Not investment advice: The Data is not intended for distribution to or for use by or to be acted on by any person or entity located in any jurisdiction where such distribution, use or action would be contrary to applicable laws or regulations or would subject us to any registration or licensing requirement. The Web Site and Abaxx Services provide only general information on certain investment products. Abaxx and its Affiliates do not provide, and the provision of such information must not be construed as Abaxx or its Affiliates providing, financial advice or recommendation for any investment product. The Data is subject to change without notice. The availability of any Data on, or the grant of access or use of, the Web Site or Abaxx Services should not be taken in any way as an inducement to trade or a solicitation for orders or entry into any legal relations, nor taken as intended in any way to prompt any action or decision on your part whether to undertake or consider undertaking any investment decision or otherwise.

THE DATA RELATING TO INVESTMENT PRODUCTS ARE AND SHOULD BE TAKEN AS PREPARED FOR GENERAL CIRCULATION AND WERE NOT PREPARED IN RELATION TO THE SPECIFIC INVESTMENT OBJECTIVES, FINANCIAL SITUATION OR PARTICULAR NEEDS OF ANY PARTICULAR PERSON (INCLUDING YOU) WHO MAY RECEIVE OR HAVE ACCESS TO THE SAME. ANY RECOMMENDATION OR ADVICE THAT MAY BE EXPRESSED IN OR INFERRED FROM THE DATA AVAILABLE THROUGH THE WEB SITE OR ABAXX SERVICES MUST NOT BE TAKEN AS TAKING INTO ACCOUNT, AND MAY NOT BE SUITABLE FOR, YOUR INVESTMENT OBJECTIVES, FINANCIAL SITUATION AND PARTICULAR NEEDS, AND BEARING IN MIND THE POSSIBILITY OF MARKET VOLATILITY AND CHANGES, MAY NOT EVEN COMPRISE CURRENT INFORMATION, CONTENT, RECOMMENDATION OR ADVICE.

THE DATA AVAILABLE THROUGH THE WEB SITE OR ABAXX SERVICES SHOULD THEREFORE NOT BE RELIED UPON IN RELATION TO ANY INVESTMENT DECISION, TRADING ACTIVITY OR ORDER PLACED BY YOU AND YOU SHALL, AT ALL TIMES, RELY ON YOUR OWN INDEPENDENT ASSESSMENT AND JUDGMENT IN RESPECT OF ANY INVESTMENT DECISION OR PROPOSED TRANSACTION AND SEEK INDEPENDENT ADVICE AS NECESSARY FROM YOUR OWN FINANCIAL, LEGAL, TAX OR OTHER PROFESSIONAL ADVISERS, INCLUDING BUT NOT LIMITED TO, ADVICE FROM A FINANCIAL ADVISER AS TO THE SUITABILITY OF THE INVESTMENT PRODUCTS (AS MAY BE REFERRED TO IN THE DATA AVAILABLE THROUGH THE WEB SITE OR ABAXX SERVICES), TAKING INTO ACCOUNT YOUR SPECIFIC INVESTMENT OBJECTIVES, FINANCIAL SITUATION OR PARTICULAR NEEDS, BEFORE MAKING ANY COMMITMENT TO ACQUIRE, TRADE OR DEAL IN ANY SUCH INVESTMENT PRODUCTS.

13.3 Severability: If a court holds that any provision of these T&Cs is invalid or unenforceable under applicable law, the court will modify the provision to the minimum extent necessary to make it valid and enforceable or, if it cannot be made valid and enforceable, the court will sever and delete the provision from these T&Cs. The change will affect neither the validity of the amended provision nor the validity of any other provision of these T&Cs, which will continue in full force and effect.

13.4 No waiver: A party’s failure or delay in enforcing any provision of these T&Cs will not operate as a waiver of the right to enforce that provision or any other provision of these T&Cs at any time. A waiver of any provision of these T&Cs must be in writing, specify the provision to be waived and signed by the party agreeing to the waiver.

13.5 Force Majeure; other excusable failures or delays in performance Neither party is liable for delays or failures to perform any of its obligations under these T&Cs to the extent caused by a force majeure event, which includes an act of God, or any event beyond a party’s reasonable control.

13.6 Governing law: All disputes arising out of or relating to these T&Cs or its subject-matter will be governed by the laws of Singapore.

13.7 Notices: Any notice given under or in relation to these T&Cs must be in writing, signed by or on behalf of the party giving it, and addressed to the relevant Abaxx entity, “Attention Legal Department”, at the corresponding address, or you. Notices will be considered delivered when received if delivered by hand with receipt; the next Business Day after sending it by pre-paid, nationally-recognised, overnight air courier with tracking capabilities; or five (5) Business Days after being sent by registered or certified airmail, return receipt required, postage prepaid, to the address mentioned above.

13.8 Assignment: You may not sublicense, assign or transfer your rights under these T&Cs without Abaxx’s prior written consent. Any attempt by you to sublicense, assign or transfer any of its rights, duties or obligations under these T&Cs, whether directly, or indirectly by merger, acquisition or change of control, will be null and void.