Terms and Conditions of Services

https://xspringdigital.com (“Website/Application”). This Website/Application is owned and managed by XSpring Digital Company Limited (“Service Provider”).

The objective of this Website/Application is to provide Service Users with access to data and content relating to digital tokens, including services provided in connection with the offering and subscription of digital tokens via the ICO portal system of the Service Provider and other auxiliary services (“Services”).

The Terms and Conditions of Service (“Terms and Conditions”) are applicable between the Service Provider and any users who wish to access data and contents relating to the use of the Service Provider's platform to search for information on investments in digital tokens offered via the Platform, or any digital token issuers who access data and contents relating to the appointment of the Service Provider to provide Services relating to the offering of digital tokens, or to conduct any other transactions relating to the offering of digital tokens by digital token issuers (collectively referred to as “Service Users”).

Service Users cannot use the Platform if the Service Users do not accept either parts or all of the Terms and Conditions, including Terms and Conditions for Platform Services (for Investors) or Platform Services Agreement (for Digital Token Issuer) (as the case may be). By accepting the Terms and Conditions, Service Users are deemed to have consented and agreed to comply with the Terms and Conditions. The Service Provider may, at its sole discretion, amend the Terms and Conditions at any time, by giving notice of the amendment on the Website/Application, or by notifying Service Users of the amendment by other means as Service Provider may determine from time to time. Such an amendment will become effective after the period specified by Service Provider has been passed; this period will not be less than 3 (three) days from the date of the notification on the Website/Application, or from the date of notification otherwise given to Service Users (as the case may be). An exception is if amendments are made in accordance with the law, in which case the amendments shall become effective on the date of the notification on the Website/Application, or from the date of notification otherwise given to Service Users (as the case may be). By continuing the use of the Platform after the effective date of the amendment to the Terms and Conditions, Service Users shall be deemed to have accepted and agreed to comply with the amended Terms and Conditions.

For the convenience of complying with the Terms and Conditions, the Service Provider has prepared the Terms and Conditions in both English and Thai. However, in any case of dispute, conflicts or confusion arising in relation to both languages of the Terms and Conditions, only the Thai language shall prevail and shall have legal effect.

The collection; use; disclosure; transmission; or transfer of personal data relating to Service Users shall be subject to the Service User's privacy policy: https://xspringdigital.com/privacy-policy.

1. Qualifications of Service Users

This Website/Application is intended to provide Services to Service Users who are not persons with any restrictions on communication or decision-making, such as those with health deficiencies that mean that material aspects of the Services may not be received from the Service Provider. Service Users must be capable of applying for the account opening and conducting transactions via electronic channels or otherwise by themselves. Service Users may not be persons who are subject to restrictions on powers or their capability to transact by operation of the law, and must have the power and right to agree to the Terms and Conditions without breaching any other agreements.

2. User Account (If Service Users are individual investors)

Each Service User may register and apply for the opening of only one user account for the use of Platform, on the Website/Application, and must do so by themselves.

In subscribing for digital tokens on the Website/Application, each Service User must open a User Account and fill in complete details, and must amend such information according to any changes made to the initial application form. When a User Account has been opened, the Service User agrees to perform the following:

• (a)to create a strong password that is not used on other websites or online services;
• (b)to provide accurate, up-to-date and truthful personal data;
• (c)to regularly maintain and supply additional information on the User Account to always keep it up to date;
• (d)to keep password confidential and to refrain from disclosing or engaging in any act which would result in the Service User's password being known to other persons, and to maintain security of User Account by protecting password and restricting access to User Account;
• (e)to notify the Service Provider immediately upon finding or suspecting any unauthorized access; disclosure; use; or leakage of information relating to the user account, or an attempt thereof;
• (f)to be responsible for any consequences of the access to the Service User's Account, and for all risks that may arise in relation to the access to the User Account regardless of whether such access is authorized by the Service User, as a result of an act, or negligence or fault on the part of Service User.

The Service Provider reserves the right to request for additional information or documents from the Service User and to temporarily suspend the Service User’s access to their User Account, either partly or entirely, at any time when it is appropriate to do so.

3. Intellectual Property Rights

The Service Provider or its affiliates, such as the Service Provider's subsidiaries and associated companies, including all major shareholders of the Service Provider and its subsidiaries and major shareholders of associated companies, or such other persons who have licensed the right to the Service Provider shall be the proprietor of copyrights or shall have the right in all displayed information; pictures; signs; logos; video; and display of results on the Website/Application, including computer programs and all components of the Website/Application. Unless expressly provided otherwise, no copy; duplication; retention of copy; replication; imitation; adaptation; and/or multiplication for distribution or otherwise shall be authorized without written consent from the Service Provider, except as specified in the terms and conditions on the Website/Application.

4. Links to External Websites

The Service Provider's Website/Application may be linked to external websites which are under the care of third parties who are not related to the Service Provider. The Service Provider takes no part in, neither has it verified accuracy of, the external websites to which the Website/Application is linked. Service Users agree to their sole assumption of risks that may occur, with no liability on the part of the Service Provider, who shall not be held liable for any damage caused as a result of the contents presented on or a breach of agreement contained on the external websites linked to the Website/Application. Therefore, Service Users have the duty to read the terms and conditions for services contained on such relevant external websites before using the service.

If Service Users find any illegal or inappropriate information on the Website/Application, please notify the Service Provider of such findings by contacting the Service Provider at the address/ telephone number/ email specified at the beginning of the Terms and Conditions, to allow the Service Provider to suspend or remove such information from the Website/Application.

5. Content Uploaded by Service Users

Where the Website/Application allows Service Users to upload their content, including text, pictures or media files (“Content Uploaded by Service Users”), Service Users shall remain the proprietor of the intellectual property rights over the Content Uploaded by Service Users. By uploading the Content Uploaded by Service Users onto the Website/Application, Service Users shall be deemed to have agreed to universally and irrevocably grant a non-exclusive and transferrable right and the right of sub-licensing to the Service Provider throughout the term of protection and consideration for such grant of right shall be deemed to have been fully paid. There shall be no licensing fees payable by the Service Provider for the retention; management; show; public display; duplication; distribution; sale; adjustment and use of the Contents Uploaded by Service Users for the purpose of developing, adding, supplying and publicizing the Website/Application. Service Users further agree to relinquish claims (and shall take steps for such relinquishment of right) of moral rights relating to the Content Uploaded by Service Users.

Service Users agree and confirm that they shall not upload or distribute materials delivered to them by other Service Users or content containing text of a defamatory nature or which cause damage, are untrue or unlawful (including any infringement of intellectual property rights, personal data protection law and such other relevant laws), or which could be considered by persons of ordinary prudence as being doubtful; aggressive; inappropriate; obscene; threatening; intimidating; embarrassing; distressful; rude; hateful; or otherwise unsuitable.

6. Non-Licensed Countries

This Website/Application is operated and managed by Service Provider that is regulated and licensed in accordance with the laws of Thailand. If Service Users access the Services from outside Thailand, Service Users shall be responsible for the compliance with all relevant laws governing Service Users. Service Users accept that they will not access the Services via websites in any countries in which the laws governing Service Users provide legal prohibitions against such access.

Service Users must not have residence or domicile in any country or court jurisdiction that prohibits any use and/or transaction in relation to Cryptocurrency, including blockchain-related activities.

7. Limitation of Liabilities

The Website/Application, including information and software of third parties; the Content Uploaded by Service Users that has been referred to; the Services; or any software provided by the Service Provider in connection with the Website/Application, are provided by the Service Provider on an ‘as is’, and ‘as available’ basis with no representation or guarantee, expressly or impliedly. The Service Provider cannot warrant that the Website/Application will not contain any error and will not be interrupted or will be without spyware; malware; adware; viruses; worms; or malicious code. The Service Provider may not be able to rectify any such incidents.

The Service Provider, including its directors, employees or other representatives reserve the rights not to take responsibility for any damage, expenses or loss which may occur as a result of the provision of the Website/Application, either directly or indirectly, including the accuracy of information; any delay caused to the transmission of data; time spent in the distribution of data; or any malfunctions or obstacles encountered in the connection; errors in the display of results; system stability; or computer virus as a result of the use of the Website/Application by Service Users. Any links to other external internet connections via the Website/Application by Service Users shall be at the risk of the Service Users. The Service Provider has not verified any facts, nor has it provided any certification in relation to the accuracy of content; how it is presented; attacks from a computer virus; hacking of information; expression of opinion; and any connectivity.

In addition, the Service Provider is not responsible for any delay or failure caused as a result of force majeure; an act of civil officers or any military act; an act of terrorism; an act of war; crime; protests or such other labour disputes; fire; storm; flooding; interruption of telecommunication systems or internet services; or an act by a provider of networks; failure of devices, tools and/ or software; and such other damage or events which are beyond commercially reasonable control or beyond the business operations of the Service Provider. However, these limitations of liabilities shall be without prejudice to the legal rights of Service Users, equity and the enforcement of the remaining Terms of Conditions, save for damage caused by the wrongful act or negligence of the Service Provider, its directors, executives, and employees.

8. Indemnity

Service Users agree to hold harmless and fully indemnify the Service Provider; and its affiliates; contractors; employees; representatives; and licensed persons for claims; loss; damage; liability; or any lawyers’ fees arising from the use of the Website/Application or the abuse thereof. The Service Provider reserves its right to take any steps necessary to protect itself against any damage to be compensated by Service Users, at the expense of the Service Users. Service Users agree to collaborate the Service Provider in defending any accusations or claims against it, provided that the Service Provider shall use its reasonable effort in notifying Service Users of any claims or litigation against it as soon as it has become aware of such claims or litigations.

9. Scope of Use

By accessing or using the Website/Application, Service Users agree to refrain from any act which could be a breach of laws; agreements; intellectual property rights; or such other rights of third parties, or any act which could amount to a violation of third persons, and shall not breach or violate any rules, regulations, conditions and notifications of Service Provider. Service Users have the duty to be solely responsible for all acts under their User Account when using the Website/Application.

Service Users agree that they shall refrain from and shall not engage in any of the following:

• to use the Website/Application in a manner which intentionally interferes with; disrupts; disturbs; damages; destroys; or causes negative impact on the system, or prevents other Service Users from fully utilizing the Website/Application; or to exhibit any behaviors which could create damage or disruption to the system or would create additional burdens or cause malfunction of the Website/Application;
• to use the Website/Application in order to pay for, promote or exhibit any behaviors which would imply any involvement in unlawful betting; fraud; ponzi schemes; money laundering; support for terrorist acts; or such other illegal activities or activities that are against good public morals;
• to use robots, spiders, scrapers, or such other methods or automatic interfaces which are not provided by the Service Provider in order to gain access to the Website/Application or to retrieve information;
• to use computer programs or such other programs that are not the proprietary program of the Service Provider in order to gain access to the Website/Application or to make an unauthorized copy of information;
• to use or to intend to use the User Account of other Service Users without the authority to do so;
• to intend to avoid technological measures, screening process and verification of information or contents provided by the Service Provider or to attempt to gain access to any Services or Service areas on the Website/Application without the authority to do so;
• to develop an external program to be used in conjunction with the Website/Application without prior written consent from the Service Provider;
• to provide false, inaccurate or misleading information;
• to encourage or lead other third persons to collaborate in any acts that are prohibited under the Terms and Conditions; and
• to commit an offence under the Computer Crime Act or the Cybersecurity Act, including such other relevant laws.

10. Dispute Resolution and Governing Law

The Terms and Conditions shall be governed by, and interpreted in accordance with the laws of Thailand.

Thai courts shall have the jurisdiction over the resolution of any disputes or claims arising as a result of or in connection with the Terms and Conditions or any breach of the agreement, termination or nullity thereof.

The Service Provider shall have the right to take steps to request for an injunction order from any competent court having jurisdiction over any acts relating to trademarks and intellectual property rights or secret information (including relevant claims or disputes, or any dispute over the validity of trademarks) or to provide protection.

11. Miscellaneous

• 11.1No Waivers.Unless otherwise agreed in writing, failure to enforce any right or the delay in the exercise of a right, power or such other benefits under the Terms and Conditions shall not operate as a waiver of such right, power or benefits. Any partial exercise of a right, power or benefits shall not be construed as restricting any subsequent exercise of other rights, powers or benefits.
• 11.2Severability.Should any one provision or condition under the Terms and Conditions be held to be unlawful, void, voidable, invalid or unenforceable, such provision or condition shall be unlawful, void, voidable, invalid or unenforceable without invalidating other provisions or conditions, which shall remain valid and enforceable. Service Users agree and confirm that Service Provider can rectify such provisions or conditions that are held to be unlawful, void, voidable, invalid or unenforceable, on condition that such rectification shall comply with the original intention of the Terms and Conditions to the extent permitted by laws.
• 11.3Non-Assignment.Service Users shall not assign any rights and duties under the Terms and Conditions to any persons without the written consent from the Service Provider. The Service Provider may assign any rights and duties under the Terms and Conditions to any persons, either in whole or in parts, in which case, Service Users agree to provide reasonable assistance and support, including to sign and execute any documents as may be required at the request of the Service Provider.
• 11.4Force Majeure.The Service Provider shall be relieved from its obligations and liability in performing duties under the Terms and Conditions to the extent such performance of duties is prevented or delayed, either in whole or in parts, as a result of circumstances beyond control of the Service Provider, including without limitations: (a) climate and natural disasters; (b) acts of a public enemy, war, invasion, or adversity (whether or not there is a declaration of war) which is beyond general control; (c) prohibitions against import or export; (d) strikes; and (e) error or destruction of main hardware or failure of software or networks.
• 11.5Electronic communication relating to the Website/Application from Service Provider.The Service Provider may contact Service Users via email or by making announcements or notifications on the Website/Application. Service Users agree and confirm the agreement on the disclosure of information and any communication made or delivered electronically by the Service Provider to Service Users shall amount to a written and signed notice in accordance with the requirements of the laws. Service Users agree and confirm that the electronic delivery of all messages and communications relating to the Website/Application shall have the same effects as those of documents made in writing. In the court proceedings for the purpose of mediation and resolution of disputes pursuant to the provisions governing disputes between the Service Provider and Service Users over such messages and communications, Service Users shall not raise the claim or defense of invalidity and non-existence of the disputed messages and communications on the grounds of non-compliance with the requirements of the laws which require documents to be made in writing and signed by relevant party.
• 11.6Notices.All notices from the Service Provider shall be deemed given and effective after the period as specified by the Service Provider has been passed; the period specified by the Service Provider will not be less than 3 (three) days from the date in the email address that the Service Provider sends to Service Users via the Website/Application, or email address that Service Users used for sending emails to the Service Provider. Any notices from the Service Provider sent by post to Service Users shall be deemed given and effective the third day following the date of mailing. Any notices or announcements given by way of an upload onto the Website/Application shall become effective after the period as specified by the Service Provider has been passed; the period specified by the Service Provider will not be less than three days from the date of the notification on the Website/Application, or from the date of notification otherwise given to Service Users (as the case may be). An exception is if amendments are made in accordance with the laws, in which case the amendments shall become effective on the date of notification on the Website/Application, or from the date of notification otherwise given to Service Users (as the case may be).