These Terms of Service (these “Terms”) govern your access to and use of the platform, website, and related services (collectively, the “Platform”) operated by EPOCH, its affiliates, or subsidiaries (hereafter “EPOCH”, “we”, “our”, or “us”).
The Platform provides technology infrastructure designed to facilitate subscriptions for Assets. Unless otherwise expressly stated, EPOCH acts solely as a technology service provider and does not act as a broker, dealer, investment adviser, or placement agent in connection with any Asset.
By registering for an account or accessing or using the Platform, you (“User”, “you”, or “your”) confirm your acceptance of these Terms and enter into a legally binding agreement with us. If you are using the Platform on behalf of a legal entity, you represent and warrant that you have the authority to bind that entity to these Terms.
1. Definitions and Interpretation
1.1 “Platform” refers to the system owned and operated by EPOCH, including all content, services, and functionalities provided therein, including infrastructure designed to facilitate subscriptions for Assets.
1.2 “User” means any individual or entity that accesses or uses the Platform.
1.3 “Asset” means any investment product, right, or interest, including digital representations of interests in underlying assets, that may be made available for subscription through the Platform.
1.4 “Issuer” means the entity responsible for offering the Asset and to whom subscription proceeds are paid.
1.5 “Confidential Information” refers to information disclosed through the Platform that should reasonably be considered confidential, including information contained in password-protected or secure areas of the Platform.
1.6 “Platform Security Credentials” means the username, password, and other authentication credentials issued to enable access to the Platform.
2. Platform Use Rules
2.1 Compliance
Users must comply with all published usage rules, technical requirements, and applicable laws and regulations, including but not limited to securities laws, anti-money laundering regulations, and sanctions regimes.
2.2 Eligibility
The Platform is intended for use only by persons who satisfy the eligibility criteria set out in the applicable offering documents and who are not residents of any jurisdiction where access to or use of the Platform or the relevant Assets is prohibited by law. EPOCH reserves the right to restrict or block access from restricted jurisdictions.
2.3 Service Modifications
The Platform may upgrade, modify, suspend, or discontinue services at any time without prior notice, to the extent permitted by applicable law.
2.4 Prohibited Conduct
engage in unauthorized access to the Platform or related systems;
interfere with or disrupt the operation of the Platform;
upload or transmit malicious code or harmful software; or
use the Platform to facilitate any unlawful activity.
3. Asset Subscription
3.1 Nature of Subscription
Through the Platform, Users may subscribe for Assets offered by Issuers. The specific terms, rights, and conditions applicable to each Asset are set out in the relevant offering documents, which supplement these Terms. In the event of any inconsistency between these Terms and the offering documents, the offering documents shall prevail with respect to matters relating to the relevant Asset.
3.2 Issuer Responsibility
the accuracy of information provided in relation to the Asset;
the legality and regulatory compliance of the offering under applicable laws; and
the performance of the Asset.
Where EPOCH acts as the Issuer of an Asset, it will comply with all applicable legal and regulatory requirements. To the extent that EPOCH is not the Issuer, EPOCH acts solely as a technology service provider and does not endorse, guarantee, or assume responsibility for any Asset.
3.3 Subscription and Redemption
Subscriptions for Assets shall be processed in accordance with the applicable offering documents. Redemption of Assets, if available, shall be governed by the terms set forth in the relevant offering documents. The Platform may facilitate subscription or redemption requests but does not guarantee that such requests will be processed within any particular timeframe. Fees may apply as set out in the applicable fee schedule.
4. Security and Authentication
4.1 Credentials
Users must keep their Platform Security Credentials secure and must not transfer or disclose them to any third party. You are responsible for all activities conducted under your credentials.
4.2 No Custody of Assets
The Platform does not take custody or control of any Assets subscribed for through the Platform. Ownership of, or rights in, any Asset are recorded by the Issuer or its designated agent in accordance with the applicable offering documents.
4.3 Irreversibility
Once a subscription or redemption transaction has been confirmed in accordance with the Platform’s procedures and the applicable offering documents, such transaction may not be reversed or cancelled except where required by applicable law.
5. Rights of the Platform
5.1 Monitoring and Enforcement
EPOCH reserves the right, to the extent permitted by applicable law, to: monitor transactions conducted through the Platform; restrict or suspend access to the Platform; investigate suspicious activity; and report violations to regulatory authorities or law enforcement agencies.
5.2 Forced Transfer or Redemption
In the event of a legal requirement, court order, or to prevent a material breach of these Terms or applicable laws, EPOCH may, where legally permissible, take actions including restricting a User’s ability to transact in Assets in accordance with the Issuer’s instructions or the applicable offering documents.
6. Third-Party Content and Links
6.1 Third-Party Links
The Platform may contain links to third-party websites or services. EPOCH does not control and assumes no responsibility for the accuracy, legality, or security of such external services.
6.2 No Secondary Trading
The Platform does not operate a secondary market for Assets and is not licensed as an exchange. Any transfer of Assets between Users must be conducted in accordance with the applicable offering documents and relevant laws and is not facilitated by the Platform as a trading venue or exchange.
7. Disclaimers
7.1 “As Is” Basis
THE PLATFORM IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED.
7.2 No Guarantees
TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE DISCLAIM ALL IMPLIED WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT: (A) THE PLATFORM WILL BE UNINTERRUPTED, SECURE, OR ERROR-FREE; (B) ANY ASSET WILL RETAIN ITS VALUE OR PERFORM AS EXPECTED; OR (C) THE PLATFORM’S TECHNOLOGY WILL BE FREE OF VULNERABILITIES OR BUGS.
7.3 Specific Risks
TO THE MAXIMUM EXTENT PERMITTED BY LAW, EPOCH EXPRESSLY DISCLAIMS LIABILITY FOR: (a) Investment Risk — losses arising from the performance, default, or devaluation of any Asset; (b) Issuer Risk — losses resulting from the failure, insolvency, or fraud of an Issuer; (c) Custody Risk — losses resulting from the failure, insolvency, or fraud of any third-party custodian holding underlying assets; (d) Regulatory Risk — losses arising from changes in law or regulation affecting the Platform or any Asset; (e) Technology Risk — losses caused by technical failures, cyber attacks, or data breaches.
7.4 No License for Exchange
The Platform is not licensed as an exchange. We do not provide trading or exchange services.
8. Limitation of Liability
8.1 No Consequential Damages
To the fullest extent permitted by applicable law, EPOCH and its affiliates shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including loss of profits, data, or goodwill, arising out of or in connection with these Terms or the use of the Platform.
8.2 Caps on Liability
Our aggregate liability for any claim arising out of or in connection with these Terms shall be limited to the total fees paid by you to us in the twelve (12) months preceding the event giving rise to the claim, or One Hundred US Dollars (USD $100), whichever is greater.
8.3 Exceptions
Nothing in these Terms shall limit or exclude liability for: (a) death or personal injury caused by negligence; (b) fraud or fraudulent misrepresentation; or (c) any other liability that cannot be excluded or limited under applicable law.
9. Intellectual Property
9.1 Ownership
The Platform and its content are protected by intellectual property laws and are owned by EPOCH or its licensors. Users shall not copy, modify, distribute, reverse engineer, or create derivative works from the Platform without prior written authorization.
9.2 License
EPOCH grants you a limited, non-exclusive, non-transferable, revocable license to access and use the Platform solely for its intended purposes, subject to your compliance with these Terms.
10. Confidentiality
10.1 Obligations
Users may use Confidential Information solely for authorized purposes and must take reasonable measures to prevent unauthorized disclosure.
10.2 Required Disclosure
If disclosure of Confidential Information is required by law, the User shall, where legally permitted, notify EPOCH in advance and reasonably assist in limiting the scope of such disclosure.
11. Indemnification
You agree to indemnify and hold harmless EPOCH, its affiliates, officers, employees, and agents from and against any claim, demand, loss, liability, or expense (including reasonable legal fees) arising out of or in connection with: (a) your use of the Platform; (b) your breach of these Terms; (c) your violation of applicable laws or regulations; or (d) your activities in connection with any Asset subscription.
12. Termination
12.1 Termination by EPOCH
EPOCH may suspend or terminate your access to the Platform at any time for any reason, including breach of these Terms, compliance risks, or as required by law.
12.2 Effect of Termination
Upon termination, your right to access the Platform shall immediately cease. Termination shall not affect any accrued rights of the Platform, the User’s continuing obligations under these Terms, or your rights in any previously subscribed Asset as set out in the applicable offering documents.
13. Governing Law and Dispute Resolution
13.1 Governing Law
These Terms shall be governed by and construed in accordance with the laws of the Hong Kong Special Administrative Region.
13.2 Dispute Resolution
Any dispute arising out of or in connection with these Terms shall be finally resolved by arbitration administered by the Hong Kong International Arbitration Centre under the HKIAC Administered Arbitration Rules. The seat of arbitration shall be Hong Kong. The language of arbitration shall be English.
13.3 Class Action Waiver
You and EPOCH agree that any dispute resolution proceedings shall be conducted solely on an individual basis and not as a class, consolidated, or representative action.
13.4 Injunctive Relief
Nothing in this arbitration clause shall prevent either party from seeking injunctive or other equitable relief from the courts of Hong Kong in relation to intellectual property, confidentiality obligations, or unauthorized access to the Platform.
14. Miscellaneous
14.1 Entire Agreement
These Terms constitute the entire agreement between you and EPOCH regarding the subject matter hereof.
14.2 Amendments
We may revise these Terms from time to time. If material changes are made, we will notify you through the Platform or by email. Your continued use of the Platform following such changes constitutes acceptance of the revised Terms.
14.3 Assignment
You may not assign or transfer your rights under these Terms without our prior written consent. EPOCH may assign its rights to an affiliate or in connection with a merger, acquisition, or corporate restructuring.
14.4 Severability
If any provision of these Terms is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.
14.5 Language
These Terms may be provided in multiple languages. In the event of any inconsistency, the English version shall prevail.
Appendix A: Risk Disclosure
By using the Platform, you acknowledge and accept the following risks:
Investment Risk: Subscribing for Assets involves risks, including the risk of loss of principal. The value of Assets may fluctuate based on market conditions and other factors.
Liquidity Risk: Assets may not have an active secondary market. You may not be able to sell or transfer your Assets when desired.
Redemption Risk: Redemption of Assets, if available, is subject to the terms set forth in the offering documents and may be suspended or deferred.
Issuer Risk: The Issuer of an Asset may fail to perform its obligations, become insolvent, or engage in fraud, which could result in total loss.
Custody Risk: If an Asset involves underlying assets held by a third-party custodian, the failure of that custodian could result in loss.
Regulatory Risk: Changes in laws or regulations could materially affect the value or legality of an Asset.
Technology Risk: The Platform relies on technology that may experience failures, cyber attacks, or data breaches, which could disrupt access or affect transactions.
No Insurance: Assets subscribed through the Platform are not covered by any government insurance scheme unless specifically stated in the offering documents.
By accessing or using the Platform, you acknowledge that you have read, understood, and accepted these risks and agree to be bound by these Terms.