Section 1 – SCOPE AND SITE STRUCTURE
Section 2 – INDEMNIFICATION
- (i) by you or any third party (including without limitation other Users) arising in any manner out of your use of, or inability to use, the Site, any Linked Site, any Site Content, any Linked Site Content, or any Web site, data, software, or information accessed or obtained from any of the foregoing;
- (ii) by Platform Operator or Gateway arising in any manner in connection with any nonperformance by you of any provision of the Platform Guide (including the provision of any Site Content to any person who is not a User permitted to receive such Site Content); or
- (iii) by you arising in any manner out of any claim that Platform Operator and Gateway’s use of the Third-Party Content or Linked Sites infringes the intellectual property rights of any other person.
Section 3 – DISCLAIMER OF WARRANTIES; LIMITATION OF LIABILITY
- (i) are impersonal in nature and subject to change or withdrawal without notice,
- (ii) do not constitute legal, accounting, tax or investment advice,
- (iii) do not take into account your investment objectives, financial situation or particular needs,
- (iv) do not constitute a solicitation or recommendation for the purchase, sale, or holding of any financial instrument or product, or a representation that any investment strategy or product is suitable for you,
- (v) are meant to be reviewed in their entirety, including any footnotes, legal disclaimers, restrictions, or disclosures, and any copyright or proprietary notices, and
- (vi) are provided for informational purposes only.
Section 4 – TERMINATION
- (i) upon notice, in the event of any action, application or proceeding taken in respect of the bankruptcy or insolvency of you, Platform Operator or Gateway,
- (ii) upon notice, in the event you, Platform Operator or Gateway has materially breached any provision of the Platform Guide and has failed to cure such breach within five (5) days after written notice of such breach; or
- (iii) with or without cause, upon ten (10) days’ prior notice to you or Platform Operator and Gateway, as the case may be, for any reason and without any liability to the other Party (except as provided in Section 4.4).
- (i) upon the occurrence of any event which would prevent Gateway from providing the Site to authorized users generally, including, without limitation, any loss or potential loss of regulatory authorization or license by Gateway, any change in applicable law affecting the Site or interpretation by any regulatory authority, or any determination by Gateway to cease providing the Site;
- (ii) if Gateway determines, in its sole discretion, that the you or any of your officers, directors, employees or agents (including any Authorized Customer Delegee) may have violated the Platform Guide or any applicable law in connection with their use of the Site or any Linked Site; or
- (iii) if Gateway determines, in its sole discretion, that the security or normal operation of any part of the Site has been compromised and cannot be promptly cured. In the event that Gateway exercises its rights to terminate this Agreement under this Section 4.3, it shall do so without any liability to you as a result of such termination.
Section 5 – REPRESENTATIONS AND WARRANTIES.
- (i) You are in compliance with all applicable laws in all material respects;
- (ii) all information provided by you in writing to Platform Operator and Gateway (including all information contained in applications, questionnaires and information forms, and including information delivered via electronic means) is true and accurate in all material respects;
- (iii) if you are a customer of Platform Operator, you satisfactorily meet any eligibility criteria or other requirements contained in the Platform Guide and are able to effect settlement of transactions effected on your behalf in accordance with the Platform Guide;
- (iv) you have all Intellectual Property Rights (as defined in the Platform Guide) in and to any information submitted by you to the Site and its use of any software or equipment to access the Site (other than software or equipment provided by Platform Operator or Gateway) does not violate any third party’s Intellectual Property Rights;
- (v) if you are a Customer of Platform Operator, you are authorized to enter into the transactions entered into on your behalf through the Site, and each of such transactions, as confirmed by the Site, is your legal, valid and binding obligation, enforceable against you in accordance with its terms and the Platform Guide;
- (vi) If you are a customer of Platform Operator, alone or together with your Authorized Customer Delegee, you possess the sophistication, experience, knowledge and expertise in financial and business matters to make your own investment decisions and to properly assess the merits, risks and suitability of investing in, and entering into transactions on the Site;
- (vii) If you are a customer of Platform Operator, alone or together with your Authorized Customer Delegee, you are (x) capable of evaluating investment risks independently, both in general and with regard to particular transactions and investment strategies involving a security or securities and (y) will exercise independent judgment in evaluating the merits of all potential transactions;
- (viii) you acknowledge, agree and understand that (x) all transactions entered into on the Site are unsolicited transactions, (y) no such transaction will be solicited or recommended by Platform Operator or Gateway and (z) your decision to enter into any transaction on the Site will be based on your own research and information, or on research and information obtained from a source other than the Site, Platform Operator or Gateway, and neither Platform Operator, Gateway nor any of their respective representatives will have any input into your decision to enter into such transaction;
- (ix) If you are a customer of Platform Operator, you are and will continue to be a professional investor as defined in the Securities and Futures Ordinance (Cap.571) of Hong Kong and any rules made under that Ordinance, subject to the right of Platform Operator to impose higher accreditation standards to comply with suitability requirements;
- (x) you shall comply with all applicable laws related to anti-money laundering and sanctions and (y) if you are a Customer of Platform Operator, you shall ensure that you and your Authorized Customer Delegees follow such applicable laws with respect to your and their use of and access to the Site.
- (i) Gateway shall not, directly or indirectly, be a principal to any transaction on the Site or be responsible for, or otherwise guarantee, performance of any transaction entered into by you, and you shall proceed solely against the counterparty in that transaction, and not against Gateway, to collect or recover any amounts owed to you or to enforce any of its rights in connection with, or as a result of, such transaction;
- (ii) neither the relationship between you and Gateway, nor the services provided by Gateway, nor any other aspect of the Platform Guide shall give rise to any fiduciary duties on the part of Gateway;
- (iii) Platform Operator and Gateway may receive fees from subscribers to the Site representing both the buyer and seller in respect of a transaction effected through the Site; and
- (iv) if you are a customer of Platform Operator, the submission or posting of any Information to or on the Site by Platform Operator, Gateway or any authorized user of the Site shall not be deemed a recommendation by Gateway or such authorized user that you enter into any particular transaction or that any particular transaction is suitable or appropriate for you.
Section 6 – NONDISCLOSURE
- (i) is already in your possession prior to disclosure by such Information Provider,
- (ii) that is or becomes generally available in the public domain other than as a result of unauthorized disclosure by you or your employees or agents, or
- (iii) is acquired by a third party not in violation of an obligation of secrecy to such Information Provider.