OperaX Platform Services Agreement (“Agreement”)
Version Date: [30 May 2024]
1.1. This Agreement sets out the terms and conditions which govern your (referred herein as “you” or the “Client”) use and access of the website www.interopera.co (the “Website”) and the OperaX Platform (“OperaX” or the “Platform”) which is owned and operated by or on behalf of InterOpera Pte. Ltd. (referred herein as “we”, “us”, or “InterOpera”) and all content or web pages thereunder, including the information, images, links, sounds, graphics, video, software, applications and other materials displayed or made available therein and the functionalities or services provided therein (collectively the “Platform Materials”).
1.2. By accessing and/or using the Website, the Platform or the Platform Materials, you are indicating your acceptance of this Agreement. If you do not accept this Agreement, you must stop using/accessing the Website, the Platform and the Platform Materials.
1.3. We may from time to time amend or update this Agreement to ensure that it is consistent with future developments, industry trends and/or any changes in legal or regulatory requirements or as we deem appropriate. Such changes will be published here and effective and binding on you upon publication or such other timing as we may specify in writing.Please check this Agreement regularly for updated information/version. You agree that any notification of amendments in the manner as aforesaid shall be sufficient notice to you, and your continued access and/or use of the Website, the Platform and/or the Platform Materials shall constitute an affirmative acknowledgement by you of the amendments and shall be deemed to be your acceptance of the revised terms.
2.1. Compliance with guidelines, etc.: You agree to comply with any and all guidelines, notices, rules and policies pertaining to the use and/or access of the Website, the Platform and/or the Platform Materials, as well as any amendments to the aforementioned, issued by us from time to time. We reserve the right to revise these guidelines, notices, rules and policies at any time and such changes will be published here and effective and binding on you upon publication or such other timing as we may specify in writing.
2.2. Compliance with applicable laws: You agree to abide by all applicable laws in the use and/or access of the Website, the Platform and/or the Platform Materials.
2.3. Changes to the Website, the Platform and/or Platform Materials: We may, from time to time and without giving any reason or prior notice, upgrade, modify, suspend or discontinue the provision of or remove the Website, the Platform and/or Platform Materials (whether in whole or in part), and shall not be liable if any such upgrade, modification, suspension or discontinuation prevents you from accessing the Website, the Platform and/or Platform Materials or any part thereof.
2.4. Restricted activities: You agree and undertake not to: (i) use or upload, in any way, any software or material that contains, or which you have reason to suspect contains, computer virus or other malicious, destructive or corrupting code, agent, program or macros (including those which may impair or corrupt the Website's data, the Platform's data or the Platform Materials or damage or interfere with the operation of another user’s computer or mobile device or the Website or the Platform); (ii) post, promote or transmit any materials or information through the Website or the Platform which are or may be illegal, misleading, incomplete, erroneous, offensive, indecent, defamatory or which may not be lawfully disseminated under applicable laws or which are otherwise objectionable; (iii) use theWebsite or the Platform other than in conformance with the acceptable use policies of any connected computer networks, any applicable Internet standards and any other applicable laws, or view, listen to, download, print or use the Platform Materials other than as allowed under applicable laws; or (iv) impersonate any person or entity or to falsely state or otherwise misrepresent your affiliation with any person or entity.
2.5. Contents of transmissions or communications: With respect to all contents of transmissions or communications you make or submit through the Website or the Platform, we shall be free to reproduce, use, disclose, host, publish, transmit and distribute all such contents of transmissions or communications or any part thereof to others without limitations, and you hereby grant to us and our agents, a non-exclusive, world-wide, royalty-free, irrevocable licence and right to do the same.
2.6. Records: You acknowledge and agree that any records created and maintained by us of the communications, transactions, instructions or operations made or performed, processed or effected through the Website or the Platform or in relation to the Website or the Platform by you or any person purporting to be you, acting on your behalf or purportedly acting on your behalf, with or without your consent, shall be binding on you for all purposes whatsoever and shall be conclusive evidence of such communications, transactions, instructions or operations.
2.7. Other applicable terms: In addition to this Agreement, the access and/or use of specific aspects of the Website, the Platform and/or the Exchange Materials may be subject to additional terms and conditions which will apply in full force and effect.
3.1. The Website, the Platform and the Platform Materials are made available on an “as is” and“as available” basis, and at your sole risk. InterOpera assumes no responsibility and makes no representation or warranty on the accuracy, validity or completeness of the materials or information contained in the Website, the Platform and/or the Platform Materials, and disclaims all liability for any errors, delays or omissions in the Website, the Platform and/or the Platform Materials, or for any action taken in reliance thereon. No warranty of any kind, implied, express or statutory, including but not limited to the warranties of non-infringement of third party rights, title, merchantability, satisfactory quality or fitness for a particular purpose, is given in conjunction with the Website, the Platform and/or the Platform Materials.
3.2. InterOpera does not warrant that any of the Platform Materials or that the Website or thePlatform will be provided uninterrupted, secure or free from errors or omissions, or that any identified defect will be corrected. Further, no warranty is given that the Website, the Platform and/or the Platform Materials will meet the requirements of any persons or are free from any computer virus or other malicious, destructive or corrupting code, agent, program or macros.
3.3. InterOpera does not warrant the security of any information transmitted by you or to you through the Website or the Platform or that there would be no delay, interruption or interception in data transmission. You accept the risk that any information transmitted or received through the Website or the Platform may be accessed by unauthorised third parties, and that transactions over the Internet may be subject to interruption, transmission blackout, delayed transmission due to internet traffic or incorrect data transmission due to the public nature of the Internet. Regardless of any security measures taken by us, we shall assume no responsibility whatsoever for any Losses (as defined in the Specific Terms) resulting from such delays, interruptions and/or interceptions.
3.4. Any materials, information, view, opinion, projection or estimate presented via the Website, the Platform and/or the Platform Materials is made available by us for informational purposes only, and is subject to change without notice. You must make your own assessment of the relevance, timeliness, accuracy, adequacy, commercial value, completeness and reliability of the materials, information, view opinion, projection or estimate provided in the Website, thePlatform or the Platform Materials and such independent investigations as you may consider necessary or appropriate for the purpose of such assessment. Any opinion or estimate provided in the Website, the Platform and/or the Platform Materials is made on a general basis and is not to be relied on by you as advice. Accordingly, no warranty whatsoever is given by us and no liability whatsoever is accepted by us for any Losses arising whether directly or indirectly as a result of you acting on any materials, information, view, opinion, projection or estimate provided in the Website, the Platform and/or the Platform Materials.
3.5. The Website, the Platform and the Platform Materials are not intended to provide specific investment, tax or legal advice or to make any recommendations about the suitability of any investments or products for any particular investor. The Website, the Platform and thePlatform Materials provide only general information on certain investment products. We do not provide, and the provision of such information must not be construed as us providing, financial or any other advice or recommendation for any investment product. The availability of any Platform Material on, or the grant of access or use of, the Website, the Platform and the Platform Materials 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. No consideration has been given to the specific investment objective, financial situation and particular needs of any specific person. The PlatformMaterials available through the Website and the Platform should not be relied upon in relation to any investment decision, trading activity or order placed by you, and the information herein should not be used as a substitute for any form of advice. You should seek your own independent financial, legal, regulatory, tax or other advice before making an investment in the investments or products. In the event that you choose not to seek advice from a relevant adviser, you should consider whether the investment or product is suitable for you.
3.6. InterOpera controls and maintains the Website and the Platform from Singapore and makes no representation that the materials or information provided on or via the Website or thePlatform is appropriate or available for use and/or access in other locations. If you use and/or access the Website or the Platform from other locations, you are responsible for compliance with applicable local laws.
3.7. Where the Website or the Platform contains hypertext links to third party websites, such links are not an endorsement by us of any content, products or services provided on or via such websites. The use of such links is entirely at your own risk and InterOpera accepts no responsibility or liability for the content, use or availability of such websites or for the relevance, timeliness, accuracy, adequacy, commercial value, completeness or reliability of any content, products or services contained in or provided on or via such websites.InterOpera makes no representations or warranty as to having reviewed or verified the relevance, timeliness, accuracy, adequacy, commercial value, completeness or reliability of the content, products or services of such websites.
3.8. Without prejudice to other provision in this Agreement, the Indemnitees (as defined in theSpecific Terms) shall not be liable to any person (even if InterOpera or its agents or employees may have been advised of, or otherwise might have anticipated, the possibility of such Losses) for any Losses arising directly or indirectly from or in connection with theWebsite, the Platform and/or Platform Materials, and/or any of the following: (i) any access, use, misuse or inability to use the Website, the Platform and/or Platform Materials, or reliance on the Platform Material; (ii) any system, server or connection failure, error, omission, interruption, interception or delay in transmission. or computer virus or other malicious, destructive or corrupting code, agent, program or macros; (iii) any use of and/or access to any third party websites linked to or provided through the Website or the Platform; or (iv) any services, products, information, data, software or other material obtained or downloaded from the Website, the Platform and/or Platform Materials or from any third party websites linked to or provided through the Website or the Platform.
4.1. Secure areas: Access to and use of password-protected and/or secure areas of the Website or the Platform are restricted to authorised users only. You shall not obtain or attempt to obtain unauthorised access to such parts of the Website or the Platform, or to any other protected information, through any means not intentionally made available by us for your specific use. In order to access and/or use the password-protected and/or secure portions of the Website, the Platform and/or the Platform Materials, you must register for an account with us (which is subject to our approval at our absolute discretion).
4.2. If you request to create an account with us, a Username and Password may either be: (i)determined by and issued to you by us; or (ii) provided by you and accepted by us in our absolute discretion. We may at any time in our absolute discretion forthwith suspend your account and/or invalidate the Username and/or Password without giving any reason or prior notice and shall not be liable or responsible for any Losses suffered by or caused by you or arising out of or in connection with or by reason of such suspension and/or invalidation. TheUsername and Password is for each user’s personal use only and neither may be transferred to any other person or entity. “Username”, in relation to each user who has an account with us, refers to the unique login identification name or code which identifies such user, and“Password”, in relation to each user who has an account with us, refers to the valid password that such user may use in conjunction with the relevant Username to access the Website or the Platform.
4.3. You hereby agree to change your Password from time to time and to keep the Username andPassword confidential and shall be responsible for the security of your account and liable for any disclosure or use (whether such use is authorised or not) of the Username and/orPassword. You shall notify us immediately if you have knowledge that or have reason for suspecting that the confidentiality of the Username and/or Password has been compromised or if there has been any unauthorised use of the Username and/or Password.
4.4. Purported use/access: You agree and acknowledge that any use or purported use of or access to or purported access to the Website, the Platform and/or the Platform Materials and any information, data, instructions or communications, whether or not authorised by you, referable to the Username and Password shall be binding upon you and deemed to be: (i)use of or access to the Website, the Platform and/or the Platform Materials by you; and/or (ii)information, data, instructions or communications carried out, transmitted or validly issued by you. We shall be entitled (but not obliged) to act upon, rely on and/or hold you solely responsible and liable in respect thereof as if the same were carried out, transmitted or validly issued by you. You further agree and acknowledge that you shall be bound by any access or use of the Website, the Platform and/or the Platform Materials (whether such access or use is authorised by you or not) and/or information, data, instructions or communications referable to your Username and Password.
5.1. InterOpera or its licensor(s) reserves and retains all rights (including copyrights, trademarks, patents as well as any other intellectual property right) in relation to the products, services and all content, information and data contained in or provided on or via the Website, thePlatform and/or the Platform Materials (including all texts, graphics and logos). You may not do anything that will violate or infringe such intellectual property rights and, in particular, you shall not copy, download, publish, distribute, transmit, disseminate, sell, broadcast, circulate, exploit (whether for commercial benefit or otherwise) or reproduce any of the information or content contained in or provided on or via the Website, the Platform or the Platform Materials in any form without the prior written permission of InterOpera or its licensor(s). Further, no part or parts of the Website, the Platform or any Platform Materials may be reproduced, distributed, republished, displayed, broadcast, hyperlinked, mirrored, framed, transferred or transmitted in any manner or by any means or stored in an information retrieval system without the prior written permission of InterOpera or its licensor(s). Subject to other applicable terms, guidelines, notices, rules and policies, InterOpera grants you anon-transferable, non-exclusive, revocable, limited license to use and access the Website, the Platform and the Platform Materials solely for your own personal, informational and non-commercial use, provided that you do not modify the Platform Materials and that you retain all copyright and other proprietary notices contained in the Platform Materials.
5.2. Links to the Website, the Platform or any Platform Material are not permitted without our prior written consent.
5.3. Save as expressly provided otherwise in this Agreement, you acknowledge that you are not granted any licence, interest or right by virtue of your use of or access to the Website, thePlatform and/or Platform Materials.
6.1. We will manage any personal data that we collect through the Website or the Platform or we otherwise obtain in connection with the Website, the Platform and/or our products/services in accordance with our Privacy Policy, which shall form part of this Agreement. You can access our Privacy Policy on the Website and the Platform. By accessing or using the Website, thePlatform, or the Platform Materials, you agree and consent to the collection, use, and disclosure of any personal data that we may collect from you in accordance with the terms of our Privacy Policy.
6.2. We use cookies on the Website and the Platform. You can access our Cookie Policy on theWebsite and the Platform. Such Cookie Policy shall form part of this Agreement.
7.1. You will indemnify us against any liability or Losses which we may sustain or incur, directly or indirectly, by reason of our having made available the Website, the Platform and the PlatformMaterials or having entered into this Agreement with you or enforcement of our rights under this Agreement or in acting upon any instructions which you may give in relation to theWebsite, the Platform and/or the Platform Materials or any negligence, fraud and/or misconduct on your part or your breach of this Agreement.
8.1. You agree that we may, at our absolute discretion, deny you access to the Website, thePlatform and/or the Platform Materials for any reason, including without limitation, if we believe that you have violated or acted inconsistently with any terms or conditions set out herein, or if in our opinion or the opinion of any regulatory authority, it is not suitable tocontinue providing you the services relating to the Website, the Platform and/or the PlatformMaterials.
9.1. Governing law: This Agreement shall be governed by and construed in accordance with the laws of Singapore.
9.2. Dispute resolution: Any dispute arising out of or in connection with this Agreement, including any question regarding its existence, validity or termination, shall be resolved as follows:
(a) In the event of a dispute, such dispute shall be referred to mediation and such mediation shall be held within 45 days of the retention of the mediator which shall be appointed by a local mediation service provider in Singapore.
(b) A full day of mediation must be held before any party is allowed to withdraw from the mediation. Mediation shall be terminated if any party withdraws from the mediation.Costs of mediation shall be shared equally between parties.
(c) Any dispute not resolved through mediation 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 ArbitrationCentre for the time being in force, which rules are deemed to be incorporated by reference in this Paragraph 10.2. The seat of the arbitration shall be Singapore. TheTribunal shall consist of one (1) arbitrator. The language of the arbitration shall beEnglish.
9.3. Sub-contracting and delegation: InterOpera may delegate or sub-contract the performance of any of its functions or Services.
9.4. Assignment: Clients may not assign or transfer this Agreement, or any of its rights or obligations under this Agreement, without the prior written consent of InterOpera. InterOpera may assign its rights under this Agreement to any third party without the consent of any party.
9.5. Severability: If any clause or part of any clause of this Agreement is void, invalid or unenforceable for any reason, that provision or part of that provision may, if capable of being read down, be read down or may be severed from this Agreement, and does not affect the validity, operation, or enforceability of any other provision of this Agreement.
9.6. Waiver: No failure or delay to exercise or enforce InterOpera’s rights conferred upon it under this Agreement shall be deemed to be a waiver of any such rights or operate so as to bar the exercise or enforcement thereof at any subsequent time or times. Waiver of any right arising from a breach or non-performance of this Agreement or arising upon default under thisAgreement shall be in writing and signed by the Exchange.
9.7. Translation: This Agreement is drafted in the English language. If these terms are translated into a language other than English, the English language version shall prevail.
9.8. Rights of Third Parties: A person or entity who is not a party to this Agreement shall have no right under the Contracts (Rights of Third Parties) Act 2001 or other similar laws to enforce this Agreement, regardless of whether such person or entity has been identified byname, as a member of a class or as answering a particular description. InterOpera's right to vary this Agreement may be exercised without the consent of any person or entity who is nota party to this Agreement. For the avoidance of doubt, nothing in this clause shall affect the rights of any permitted assignee or transferee of this Agreement.
9.9. No Internet access: Each Client agrees and acknowledges that this Agreement and provision of Services do not include the provision of Internet access or other telecommunication services by InterOpera. Any Internet access or telecommunications services (such as mobile data connectivity) required by any Client to access and use OperaX and the Services shall be such Client’s sole responsibility and shall be separately obtained by such Client, at its own cost, from the appropriate telecommunications or internet access service provider.