1. Introduction

Welcome to our Platform (as defined below), which is owned and operated by us (as defined below). These Terms of Use (“Terms”) govern your access to and use of the Platform and Services. By accessing or using the Platform, you agree to be bound by these Terms fully, unconditionally, and unequivocally.

2. Definitions

For the purposes of these Terms:

• “Aurion Group” means Aurion Group Pte. Ltd., together with its affiliates, including subsidiaries, sister companies, future ventures, and any other entities under common ownership or control, collectively operating under the Aurion umbrella.
• “Platform” means any part of the Aurion ecosystem, including our websites, portals, mobile applications, social channels, or any other digital or decentralized interface (whether existing now or in the future) that is owned or managed by us or any entity within the Aurion Group.
• “Services” means any features, tools, content, functionality, applications, smart contracts, integrations, or user experiences made available through the Platform or through related engagements. This includes, but is not limited to, digital asset ratings, analytics, reports, dashboards, and any interactive or automated modules, whether delivered online, offline, or via hybrid formats. Specific terms or additional product details may apply depending on how and where you access and use the Services, whether within the Platform or through a separate written agreement or engagement between you and us. Such terms will be clearly set out either within the Platform or in the applicable agreement.
• “us”, “we”, or “our” means Aurion Kendall Pte. Ltd. UEN:202531720E an entity within the Aurion Group that owns or operates the Platform or provides the Services to you, as applicable.
• “User,” “you,” “your,” or “yours” refers to any individual, entity, organization, or representative accessing, browsing, registering for, or otherwise using the Platform or Services, whether on their own behalf or on behalf of another party.

3. Acceptance of Terms

3.1 By accessing the Platform or using the Services, you confirm that:

1. if you are an individual, you are at least 18 years of age and legally capable of entering into binding agreements under applicable law; and
2. if you are accessing or using the Platform or Services on behalf of a company, organization, or other legal entity, you represent and warrant that you have the authority to bind that entity to these Terms, and all references to “you” and “your” shall apply to that entity accordingly.

3.2 If you do not meet these requirements, or if you do not agree to these Terms, you must not access or use the Platform or Services. Use of the Platform is void where prohibited by applicable law.

4. Changes to the Terms of Use

4.1 We may update, revise, or modify these Terms of Use from time to time to reflect changes in our Services, legal obligations, regulatory requirements, or business practices. When we do, we will refresh the “Last Updated” date at the top of this page and publish the latest version here, so you will always know where to find it.

4.2 In certain cases, we may—but are not obligated to—provide notice of changes through email or prominent notifications within the Platform, particularly where such changes materially affect your rights, obligations, or access to the Services. However, it remains your responsibility to review these Terms periodically to stay informed of any updates. If you do not agree to the updated Terms, you must discontinue use of the Platform and Services.

5. Acceptable Use of the Platform

5.1 You agree to use the Platform and Services in a lawful, responsible, and respectful manner. This includes complying with these Terms, the laws of your jurisdiction, and any additional policies or guidelines issued by us. The Platform is intended to support professional engagement, and we expect all users to act with integrity and fairness.

5.2 Without limiting the generality of the above, you must not:

1. copy, reproduce, modify, or distribute any part of our content, rating methodologies, software, or brand assets without prior written consent;
2. attempt to access, interfere with, or disrupt any part of our systems, smart contracts, APIs, or infrastructure in an unauthorized or harmful manner;
3. use the Platform or Services for fraudulent, unlawful, or misleading purposes, including but not limited to market manipulation, impersonation, or harassment;
4. deploy automated tools such as bots, scrapers, or spiders without our express written permission;
5. overload, disable, or impair the Platform, or interfere with other users’ access or experience;
6. engage in any activity that may constitute money laundering, terrorist financing, or other criminal conduct; and
7. misuse our brand, content, or tools on third-party platforms in a way that misrepresents or damages our reputation.

5.3 We reserve the right to suspend or terminate your access to the Platform or Services, with or without notice, if we determine that your conduct violates these Terms, poses a security or legal risk, or undermines the integrity of our ecosystem.

5.4 If you have interacted with our smart contracts, APIs, onboarding portals, or other systems, whether automated or manual, we may temporarily restrict or suspend access during investigations of suspected misconduct, data anomalies, or in response to lawful requests from regulators, enforcement authorities, or certification partners.

6. Account and Identity

6.1 Certain features of the Platform may require you to create a user account. You agree to provide accurate, current, and complete information, and confirm that you are authorized to act on behalf of the entity you represent, if applicable.

6.2 You are solely responsible for maintaining the confidentiality and security of your account credentials. Any activity conducted through your account will be deemed to have been carried out by you or your authorized representatives. You agree not to share, transfer, or allow unauthorized access to your account. We reserve the right to suspend, restrict, or revoke access at our discretion, including in response to suspected misconduct, data anomalies, or regulatory inquiries.

6.3 If you suspect unauthorized access or suspicious activity involving your account, you must notify us immediately using the contact details provided below. We are not responsible for any loss or misuse of credentials due to user error, phishing, third-party breaches, or other circumstances beyond our control.

6.4 Unless expressly permitted by us, each user or entity may only maintain one account. Duplicate, fraudulent, or misused accounts may be suspended or terminated at our discretion.

6.5 Your account is personal to you or your organization and may not be transferred, sold, or shared with any other party without our prior written consent.

6.6 Where the Platform includes any scoring, certification, or self-assessment features, you consent to our processing of submitted data for evaluation purposes, subject to our Privacy Policy. Such features are provided for informational purposes only and do not constitute endorsement or certification unless expressly stated. Such preliminary scores, dashboards, or outputs, if any, are provided for reference only and may be revised, suspended, or withdrawn at our discretion, without prior notice.

7. Security Responsibilities

7.1 The security of your account and data is a shared responsibility. While we implement reasonable technical and organizational measures to safeguard the Platform and Services, you are expected to take appropriate steps to protect your own access and usage. Specifically, you must:

1. take all reasonable precautions to prevent fraudulent, illegal, or improper use of the Platform or Services;
2. remain fully responsible for all usage, payments, fees, charges, taxes, and duties incurred through your account, including any transactions with third parties;
3. accept full responsibility for any data, content, or instructions submitted, posted, or transmitted from your account or device, whether by you or any other party using your credentials; and
4. promptly notify us of any suspected fraud, unauthorized access, or suspicious activity involving your account or systems.

7.2 We strongly recommend that you:

1. secure your device and systems with appropriate authentication measures;
2. avoid accessing the Platform via unsecured or public networks;
3. use strong, unique passwords and restrict access to authorized personnel only; and
4. monitor your account activity regularly and report anomalies without delay.

7.3 You are solely responsible for all actions taken through your account. If you suspect unauthorized access or a potential security breach, you must contact us immediately using the contact details provided below.

8. Compliance and Verification

8.1 We are committed to operating responsibly and in accordance with applicable laws and regulations. Depending on how you interact with the Platform or Services, we may be required to verify your identity or the identity of your organization.

8.2 Know Your Customer (KYC) and Anti-Money Laundering (AML) Requirements
We may request information or documentation to verify your identity, the identity of your authorized representatives, the source of funds, or other relevant details. This may apply particularly where financial features are involved or where required by law. Failure to provide requested information may result in restricted access, delays in onboarding, or suspension of Services.

8.3 Suspension or Termination
We reserve the right to freeze assets, suspend access, or terminate your account (with or without notice and without liability to you) if:

1. we suspect illegal activity, fraud, or breach of these Terms;
2. we receive a lawful request from regulatory or enforcement authority; or
3. your use of the Platform poses a risk to the integrity, security, or reputation of the Platform or Services.

8.4 No Transfer of Ownership
Accessing or using the Platform or Services does not grant you any ownership rights in our systems, methodologies, codebase, brand assets, data, or infrastructure. All rights not expressly granted remain with us.

9. Jurisdictional Restrictions

9.1 Access to the Platform or Services may be restricted in certain jurisdictions due to legal, regulatory, or sanctions-related requirements. These restrictions are not discretionary and reflect our obligation to comply with applicable laws.

9.2 Restricted Territories
We may block or limit access to the Platform or Services in jurisdictions subject to sanctions or regulatory prohibitions, including but not limited to those imposed by the governments of Malaysia, Singapore, Switzerland, the United Nations, the United States Office of Foreign Assets Control (OFAC), or other relevant authorities.

9.3 User Representation
By accessing the Platform or Services, you represent and warrant that you are not:

1. located in, a citizen or resident of, or accessing from a restricted jurisdiction;
2. listed on any government sanctions or watchlist; or
3. using the Platform on behalf of any entity that falls under such restrictions.

9.4 Circumvention Prohibited
You must not use VPNs, proxy servers, or other methods to bypass jurisdictional restrictions. Any attempt to circumvent these controls constitutes a material breach of these Terms. We reserve the right to suspend or terminate access, deactivate accounts, and take appropriate action, including reporting to relevant authorities—if such activity is detected.

9.5 User Responsibility Where Geoblocking Fails
If, for any reason, our geoblocking or access controls fail to prevent access from a restricted jurisdiction, you must not register, access, or use the Platform or Services. You remain fully responsible for complying with applicable laws and restrictions, regardless of any technical oversight on our part.

10. Third-Party Links and Services

10.1 The Platform may contain links to third-party websites, tools, services, or content that are not owned or controlled by us. These links are provided for convenience only and do not constitute an endorsement, guarantee, or recommendation of the third-party offerings.

10.2 Once you access a third-party site or service, you are subject to its terms, conditions, and policies. We do not control the content, availability, security, or practices of third-party platforms, and we are not responsible for any issues that may arise from your use of them.

10.3 Any interaction you choose to undertake with third-party platforms, including registration, transactions, or contractual arrangements, is solely at your own risk. We are not a party to such interactions or agreements and disclaim all liability for any loss, damage, or dispute arising from your engagement with third-party services.

11. Data Submission and Accuracy

11.1 You may be required to submit information, documents, or data to access certain features of the Platform or Services, including for the purposes of ratings, onboarding, or compliance review. You confirm that all data submitted is accurate, complete, and provided with appropriate authority.

11.2 You retain ownership of the data you submit, but grant us a non-exclusive, royalty-free license to use, store, process, and analyze such data solely for the purpose of delivering the Services, improving Platform functionality, and meeting regulatory obligations.

11.3 You are responsible for ensuring that submitted data does not infringe any third-party rights or violate applicable laws. We are not liable for any errors, omissions, or consequences arising from inaccurate, incomplete, or misleading submissions.

11.4 We reserve the right to review, reject, or remove submitted data if it is unlawful, incomplete, or inconsistent with the purpose of the Platform or these Terms.

12. Intellectual Property

12.1 All content, methodologies, software, data, branding, and infrastructure made available through our Platform or Services are owned by us or our licensors and are protected under applicable intellectual property laws, including copyright, trademark, and trade secret protections.

12.2 We grant you a limited, non-exclusive, non-transferable right to access and use our Platform and Services solely for lawful business purposes and in accordance with these Terms. No other rights are granted, whether by implication, estoppel, or otherwise.

12.3 All trademarks, service marks, logos, and brand elements displayed on our Platform are our property or that of our affiliates. You may not use, reproduce, or display them without our express written permission.

12.4 If you choose to provide feedback, suggestions, or ideas, you agree that we may use them without restriction or obligation. You acknowledge that such submissions are non-confidential and do not entitle you to compensation or attribution.

14. Disclaimer of Warranties

14.1 The Platform and Services are provided on an “as is” and “as available” basis. While we strive to maintain accuracy, reliability, and uptime, we do not guarantee that the Platform will be uninterrupted, error-free, or suitable for any particular purpose.

14.2 We make no representations or warranties, express or implied, regarding the completeness, accuracy, timeliness, or reliability of any content, data, ratings, methodologies, or outputs, or or user-submitted materials generated through the Platform. All use of such materials is at your own discretion and risk.

14.3 We do not provide financial, investment, legal, or tax advice. Any information made available through the Platform is for general informational purposes only and should not be relied upon as a substitute for professional advice tailored to your specific circumstances.

14.4 To the maximum extent permitted by law, we expressly disclaim all warranties, including but not limited to implied warranties of merchantability; fitness for a particular purpose; non-infringement; accuracy or completeness of data; and any warranties arising from course of dealing or usage of trade.

14.5 We are not responsible for any delays, failures, or damages resulting from events beyond our reasonable control, including but not limited to system outages, cyberattacks, third-party service disruptions, or regulatory changes.

18. Indemnification

18.1 You agree to indemnify, defend, and hold us harmless from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable legal fees) arising out of or in connection with:

1. any breach of these Terms;
2. any false representation or failure to meet eligibility requirements, including jurisdictional restrictions or other confirmations made under these Terms;
3. any transaction, interaction, or dispute between you and a third party;
4. any data, content, or documentation you post, transmit, or upload;
5. any violation of applicable laws, regulations, or third-party rights;
6. any infringement of our intellectual property or that of any third party, including unauthorized use of Platform content;
7. any unauthorized access, hacking, or compromise of your account or systems caused directly or indirectly by your actions or omissions;
8. any penalties, fines, or fees we incur due to your conduct or transactions;
9. any misuse of our Platform or Services, including dishonesty, fraud, negligence, or non-compliance; or
10. any claim brought against us by a third party as a result of your use of the Platform or Services.

18.2 We reserve the right to assume the exclusive defence and control of any matter subject to indemnification, and you agree to cooperate with us in asserting any available defences.

19. Limitation of Our Liability

19.1 To the fullest extent permitted by applicable law, we, including our officers, directors, employees, agents, and licensors, shall not be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages arising out of or related to your use of, or inability to use, the Platform or Services. This includes, without limitation, loss of profits, revenue, business opportunities, contracts, data, access, reputational harm, regulatory exposure, or business interruption, whether based on contract, tort, negligence, strict liability, or any other legal theory, even if we have been advised of the possibility of such damages.

19.2 Without limiting the generality to the foregoing Clause, we shall not be liable for any loss, damage, liability, cost, or expense (whether direct or indirect) arising from or relating to:

1. delays, outages, or unavailability of the Platform, Services, or any connected network;
2. bugs, failures, vulnerabilities, or downtime in our codebase, backend systems, or third-party integrations;
3. unauthorized access, security breaches, or compromised credentials, regardless of cause;
4. disputes, delays, or failures involving third-party platforms, service providers, or integrated tools;
5. your reliance on any ratings, certifications, dashboards, analytics, or interpretive content published on the Platform, they are provided for reference only;
6. any actions we take to suspend, revoke, or reassess ratings or certifications, or to block activity we believe may violate laws or pose a security risk; or
7. any penalties, regulatory consequences, or reputational impact resulting from your use of our Services or reliance on our certifications.

19.3 Our total aggregate liability to you for any claim arising under or in connection with these Terms, whether in contract, tort, or otherwise, shall be limited to the lower of:

1. the total fees paid by you to us in the three (3) months immediately preceding the event giving rise to the claim; or
2. USD20,000.00,

regardless of the form of action and shall survive termination of these Terms.

20. General Provisions

20.1 Severability
If any provision of these Terms is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

20.2 Entire Agreement
These Terms constitute the entire agreement between you and us regarding the use of the Platform and Services, and supersede all prior agreements, communications, or understandings, whether written or oral.

20.3 No Implied Waiver of Rights
If we don’t enforce a right under these Terms immediately, it doesn’t mean we’ve waived it. We can still enforce it later.

20.4 No Agency or Partnership Relationship
Using our Platform or Services doesn’t make us partners, agents, or joint venturers. You don’t have the authority to bind us or act on our behalf unless we’ve explicitly said so in writing.

20.5 Assignment and Transfers
You may not assign, novate, or transfer your rights or obligations under these Terms without our prior written consent. We may assign or transfer our rights, Services, Platform, or these Terms to any entity within the Aurion Group or to any third party, including as part of a merger, acquisition, or corporate restructuring, with notice to you.

20.6 Governing Law and Dispute Resolution
These Terms are governed by the laws of the Republic of Singapore. Any dispute arising out of or in connection with this Agreement, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration administered by the Singapore International Arbitration Centre (“SIAC”) in accordance with the Arbitration Rules of the Singapore International Arbitration Centre (“SIAC Rules”) for the time being in force, which rules are deemed to be incorporated by reference in this clause. The seat of arbitration shall be in Singapore. The language of arbitration shall be English. In respect of any court proceedings in Singapore commenced under the International Arbitration Act 1994 in relation to the arbitration, the parties agree (a) to commence such proceedings before the Singapore International Commercial Court (“SICC”); and (b) in any event, that such proceedings shall be heard and adjudicated by the SICC. The Agreement shall be governed by the substantive laws of Singapore. The Parties undertake and agree that the arbitral tribunal, the parties, all experts, all witnesses, and all matters relating to the arbitral proceedings shall be kept confidential in accordance with the confidentiality obligations set forth herein, unless otherwise mutually agreed by the Parties under a written, stipulated protective order for such arbitration, and all information, documentation, materials in whatever form disclosed in the course of such arbitral proceeding shall be used solely for the purpose of those proceedings.

20.7 Contact Us
For general questions, feedback, support, legal notice, demand letter, or formal complaint, please email info@aurionkendall.io.