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Platform Terms & Conditions

PLATFORM TERMS AND CONDITIONS

Version: 5.0
Effective Date: 3 March 2026

  1. PURPOSE AND SCOPE

    1. The following terms and conditions and the KLDX Privacy Policy (collectively, the
      Terms”) apply to any person or entity that registers and/or opens an account with
      KLDX including through www.kldx.com or any associated mobile applications,
      website, or APIs and/or access the KLDX Platform.
    2. You understand these Terms, the Tokens terms and conditions as well as the Token
      Documents (where applicable), and have the full power, authority and capacity to
      comply with such provisions.
    3. The Terms constitute a legally binding agreement between us and by you accessing
      and/or using the KLDX Platform, registering for and using a KLDX Account and/or
      subscribing to the Tokens or dealing with the Tokens in any manner whatsoever
      (“Proposed Actions”). You unconditionally accept these Terms and agree to be
      bound by and act in accordance with the Terms. If you do not accept these Terms,
      you must stop carrying out the Proposed Actions.
    4. You also accept and agree that you are solely responsible for understanding and
      complying with all laws, rules, regulations and requirements of the jurisdiction in
      which you live that may be applicable to your Proposed Actions. Depending on your
      country of residence, you may not be able to use all the functions of the KLDX
      Platform.
    5. Please read these Terms carefully before carrying out the Proposed Actions because
      it affects your legal rights and obligations. If you do not accept these Terms, you are
      required to stop carrying out any of the Proposed Actions.
    6. For the purposes of these Terms, any reference to “we” “us” “our” “KLDX” and/or any
      similar term shall be construed as reference to Kapital DX Sdn Bhd, Kapital DX
      Nominee Sdn Bhd and/or its related corporations (“KLDX”) and all associated content
      or web pages, including the materials which are displayed, information, images, links,
      sounds, graphics, video, software, applications on the KLDX Platform shall
      collectively be referred to as the “KLDX Materials”.
  2. DEFINITIONS AND INTERPRETATION

    1. The following terms shall have the following meanings when used in these Terms
      unless the context otherwise requires:

      “Applicant” any entity who applies for admission as an
      Issuer and for its Token to be issued and
      listed on the KLDX Platform;
      “Angel Investors” refers to an individual:

      1. who is a tax resident in Malaysia; and
      2. whose total net personal assets exceed RM3 million or its equivalent in foreign currencies; or
      3. whose gross total annual income is not less than RM180,000 or its equivalent in foreign currencies in the preceding 12 months; or
      4. who, jointly with his or her spouse, has a gross total annual income exceeding RM250,000 or its equivalent in foreign currencies in the preceding 12 months;
      “Business Day” a day on which banks are open for general
      banking business in Malaysia (not being a
      Saturday, Sunday or public holiday in
      Malaysia).
      “CMSA” the Capital Markets and Services Act 2007,
      as may be amended, modified or
      supplemented from time to time;
      “Completion Date” for Equity Tokens, the date when the Shares
      is allotted and issued to KLDX Nominee, the
      registration of KLDX Nominee in the register
      of members of the Applicant as the holder of
      the Shares and for Investment Note Tokens,
      the date when the global certificate(s) in
      respect of the Investment Notes is deposited
      with KLDX Nominee;
      “Designated Bank Account” your bank account opened in your name, of
      which details were specified by you, at the
      time of the opening and may be updated from
      time to time;
      “Digital Assets Guidelines” the Guidelines on Digital Assets issued by the
      SC, effective 28 October 2020, as may from
      time to time, be amended, replaced or
      supplemented;
      “Instructions” instructions from you to us relating to any of the
      Proposed Actions;
      “Investment Notes” any contract, agreement, note or other
      document evidencing a monetary loan,
      executed or offered, on or through an
      electronic platform, where a Participant
      expects a financial return, but does not
      include –

      1. any right, option or interest in respect
        of such contract, agreement, note or
        other document;
      2. a cheque, banker’s draft or any other bill of exchange or a letter of credit;
      3. a banknote, guarantee or an insurance policy; or
      4. a statement, passbook or other document showing any balance in a current, deposit or savings account;
      “Issuer” the party which has issued Tokens being admitted and listed and not removed on the KLDX Platform;
      “KLDX” Kapital DX Sdn Bhd;
      “KLDX Nominee” Kapital DX Nominee Sdn Bhd;
      “KLDX Account” consist of KLDX Cash Account and KLDX Token Account;
      “KLDX Cash Account” the account which reflects the cash balances of the Participants;
      “KLDX Materials” has the meaning assigned to it in Clause 1.6;
      “KLDX Platform” the multi-asset and investment platform
      operated by KLDX on which the Tokens are
      listed or admitted;
      “KLDX Token Account” the digital wallet which reflects the Tokens held by the Participants;
      “KLDX Requirements” the provisions in the Listing Rules, Platform
      Terms and Conditions, Privacy Policy and/or
      any other terms, conditions, guidelines,
      policies, rules and requirements applicable
      to you that has been or will be published by
      KLDX (including those relating to the trading
      of the Tokens on the relevant platform) as
      may from time to time be introduced,
      amended, modified, supplemented or
      replaced;
      “listed” admitted to KLDX Platform and not
      removed, and “listing” will be construed
      accordingly;
      “Listing Rules” the rules governing the Applicants and
      Issuers on the KLDX Platform, as may be
      amended, supplemented or replaced from
      time to time;
      “Participants” a person for whom an account has been
      opened on the KLDX Platform and whose
      account is valid and subsisting (whether or
      not suspended);
      “Proposed IEO” proposed initial exhange offering through
      the listing and admission of Tokens by the
      Applicants on the KLDX Platform;
      “SC” the Securities Commission of Malaysia;
      “Security Token” digital token which is generated to represent
      assets or an interest in assets which may
      include equity, investment note, funds or any
      other asset as determined by KLDX;
      “Sophisticated Investors” refer to investors specified under Part I of
      Schedules 6 and 7 of the CMSA;
      “Shares” such number of shares in the Applicant or
      Issuer, as determined by the Applicant or
      Issuer;
      “Subscription Application” means an application submitted by a
      Participant to subscribe for the Tokens;
      “Token” a Security Token which has either been issued
      or is proposed to be issued for purposes of
      being listed on the KLDX Platform;
      “Token Documents” in relation to any Tokens, means (a) the White
      Paper, the pricing supplement, the
      subscription document, where applicable and
      includes any supplementary of the same; (b)
      the Constitution of the Applicant or Issuer
      (where applicable); and (c) the relevant
      agreements/documents to be executed by
      the Applicant or Issuer and the Participants,
      including the token subscription deed, deed
      poll and other documents relating to the
      offering;
      “Tokenholders” a person who is a Participant and has been
      issued Tokens of an Applicant/Issuer; and
      “White Paper” the document issued by the Applicant
      accompanying the Proposed IEO describing,
      among others, the detailed information of the
      Applicant, the Proposed IEO and the purpose
      of the Proposed IEO and includes a
      supplementary white paper (if applicable).
    2. Unless the context requires otherwise:
      1. all headings are for convenience only, and do not affect the interpretation of
        these Terms;
      2. words importing the singular include the plural and vice versa, and words
        importing the masculine include any gender;
      3. the meaning of general words is not limited by specific examples introduced
        by expressions such as, “including”, “for example”, “such as”, or such similar
        expressions, and the word “includes” or “including” as used in these Terms
        shall be construed to mean “includes without limitation” or, as the case may
        be, “including without limitation”;
      4. a reference to a document is to that document as amended, supplemented
        or replaced;
      5. a reference to a “person” includes an individual, any type of entity, a body
        corporate, a partnership, a joint venture, an unincorporated association and
        an authority;
      6. reference to a particular person includes the person’s executors,
        administrators, successors, substitutes (including persons taking by
        novation) and assigns;
      7. “law” includes common law, principles of equity and legislation (including
        regulations, rules, by-laws, ordinances and proclamations) and includes any
        consolidations, amendments, re-enactments or replacements of any of them;
      8. a reference to “in writing” means in legible form and capable of reproduction
        on paper, and includes electronic communication;
      9. a reference to “material” includes the ability to affect the outcome of a
        decision or an application;
      10. a reference to anything, including an amount, right, obligation or concept
        includes the whole and each part of it;
      11. a period of time starting from a given day or the day of an act or event, is to
        be calculated exclusive of that day;
      12. if a person must do something on or by a given day and it is done after 5.00
        p.m. (Malaysian time), it is taken to be done on the next Business Day;
      13. if the day on which a person must do something is not a Business Day, the
        person must do it on the next Business Day; and
      14. notwithstanding anything to the contrary, where any of our rights are specified
        to be at our “discretion”, shall be construed to refer to our “sole, unfettered
        and absolute discretion”; any determination to be made by us or any exercise
        by us of any rights or entitlement may be made at our sole, unfettered and
        absolute discretion and, in every case, shall be conclusive and binding on
        you.
  3. GENERAL

    Additional Information and Due Diligence

      1. Upon request, you may need to provide us with information for the purposes of
        identity verification and the detection of money laundering, terrorist financing, fraud,
        or any other financial crime and complete certain verification procedures before you
        are permitted to access and/or use the KLDX Platform. The information we request
        may include certain personal information, including, but not limited to, your name,
        address, telephone number, e-mail address, date of birth and government
        identification documents, including those of your directors or shareholders, etc.
      2. By providing us with the information described above, you permit us to keep a record
        of the information and confirm that the information is accurate and authentic. You authorise us to make the inquiries, whether directly or through third party applications,
        that we consider necessary to verify your identity or protect you and/or us against
        fraud or other financial crime, and to take action we deem reasonably necessary.
      3. We reserve the right to, at any time to:
        1. restrict or suspend your KLDX Account when we, in our sole discretion,
          consider it necessary to carry out further identity verification and/or due
          diligence; or
        2. terminate your KLDX Account if you provide, or we suspect you have provided,
          false information or refused to provide information we require for identity
          verification and/or further due diligence.
      4. You accept and agree that there may be delays in accessing your KLDX Account, or
        in carrying out transactions through your KLDX Account when we undertake any
        identity verification and/or due diligence procedures.

    Account Security

      1. We take security very seriously. However, you are responsible for the following:
        1. maintaining adequate security and control over your KLDX Account sign in
          details, including but not limited to passwords or other appropriate log-in
          details of your accounts (including changing your password from time to
          time), failing which you shall be liable for any disclosure of or use of such
          password, whether authorised or not;
        2. ensuring the security adequacy and sufficiency of the systems and devices
          that you use to access your KLDX Account and/or the KLDX Platform;
        3. use of appropriate and updated virus-checking, anti-virus, anti-spyware,
          anti-malware, firewall software and other security software on your
          computers and mobile devices with security patches or newer versions on
          a regular basis;
        4. to immediately notify us if you have any reason for suspecting that the
          confidentiality of your username and/or password has been compromised
          or if there has been any unauthorised use of your username and/or
          password;
        5. keeping your contact details up to date so that you can receive any notices
          or alerts we may send you in relation to security;
        6. enabling any additional security features available to you, including the
          activation of 2-factor authentication of your KLDX Account;
        7. maintaining security and control over the email mailbox, phone number and
          2- factor authentication applications or devices associated with your KLDX
          Account;
        8. carry out regular backup of critical data;
        9. consider the use of encryption technology to protect highly sensitive or
          confidential information;
        10. log off from the KLDX Platform at the end of an online session;
        11. clear the browser cache after an online session;
        12. refrain from installing any software or running or executing programs of
          unknown origin;
        13. avoid opening email attachments from unknown senders or from unknown
          email;
        14. exercise caution not to disclose any personal, financial or credit card data
          to websites that are little-known, suspect, or do not have a matching
          website domain URL service; and
        15. refrain from using public or internet cafe computers to access online
          services or perform financial transactions.

    To carry out the Proposed Actions, you will be required to create an account with
    us. In creating an account for you, we may issue you with a username and
    password, or other appropriate log-in details for your account subject to any terms
    of use that we may require. The username and password are for your personal use
    only and these may not be transferred to any other person or entity. In this context,
    Username” refers to the unique login identification name or code which identifies
    you, and “Password”, refers to the valid password that you may use in conjunction
    with the relevant Username to access your KLDX Account and/or the KLDX
    Platform.

      1. You are responsible for keeping your log-in details confidential so that they cannot
        be used without your permission. The Username and Password are strictly for your
        own personal use and should not be transferred to any other person. You will be
        responsible for any use of the KLDX Platform by anyone using your log-in details.
      2. Access to and use of password-protected and/or secure areas of the KLDX Platform
        are restricted to authorised users only.
      3. We reserve the right, at our sole discretion, in accordance with the provisions in these
        Terms to (a) suspend your KLDX Account and/or invalidate the Username and/or Password; (b) refuse to complete, block, cancel or reverse a transaction you have
        authorised (even if funds have been debited from your KLDX Cash Account or
        Tokens from your KLDX Token Account); and/or (c) deactivate or terminate your
        KLDX Account with immediate effect, without giving any reason or prior notice and
        shall not be liable or responsible for any loss or damage suffered by or caused by
        you or arising out of or in connection with or by reason of such actions.
      4. Further details about registration is available on www.kldx.com
      5. You must comply with any instructions we give you about how to use your KLDX
        Account and/or the KLDX Platform. You must not do anything that interferes with or
        adversely affects the normal operation of the KLDX Platform (including the ability of
        other users to access or use the website).

    Instructions by Participants

      1. You shall ensure that any Instructions to KLDX as well as any information provided
        in relation thereto is accurate, complete, clear and free of omissions.
      2. All Instructions shall be given in English.
      3. In the event we receive an Instruction after the cut off time, we will act on the
        Instruction on the next Business Day, but shall incur no liability if, having exercised
        reasonable efforts to act on the Instructions, is unable to do so.
      4. Without prejudice to these Terms, all Instructions provided by you to us through the
        KLDX Platform shall continue in full force and effect until notice of any change is
        received by us through the KLDX Platform, and we shall be entitled to act upon and
        rely on all such Instructions.
      5. In the event we are unable to process any Instruction received from you, we shall, to
        the extent reasonably practicable, promptly inform you through the KLDX Platform as
        to the reasons for the said refusal.
      6. You acknowledge and agree that any decision of the Tokenholders made in
        accordance with the Token Documents may be conveyed to the Issuer by KLDX or
        through the KLDX Platform.
      7. In the event the Issuer fails to pay any amount that has fallen due, KLDX may, at the
        instruction of the Tokenholders in accordance with the Token Documents and any
        arrangement between KLDX and the Tokenholders:

        1. appoint third party debt collection agents to recover the unpaid amounts
          from the Issuer;
        2. appoint legal counsels to commence legal proceedings against the Issuer;
          and/or
        3. take any course of action as may be appropriate to enforce the rights of the
          Tokenholders as provided under the Token Documents.

        All cost related to the recovery of the debt may be deducted from the recovered
        sum received from the Issuer before disbursing to the Tokenholders accordingly
        or in accordance with the provisions in the Token Documents.

      8. KLDX and/or the KLDX Platform shall not be in any way deemed as the agent of the
        Tokenholders nor any agency relationship is or will be created with the Tokenholders
        and its role under Paragraph 3.17 above is purely administrative and mechanical.
        KLDX and/or the KLDX Platform shall not be liable to you or any third party, and
        hereby disclaims, for:

        1. any cost, expenses, liabilities, losses or damages resulting from or related
          to actions taken or omitted to be taken by KLDX and/or the KLDX Platform
          in connection with matters contemplated in Paragraph 3.17 except to the
          extent that such losses are the direct result of fraud on the part of KLDX
          and/or the KLDX Platform as determined by a final judgement of a court
          with jurisdiction; and
        2. any indirect, consequential, special or punitive loss, damage, cost or
          expense, unforeseeable losses or damages, loss of profit, loss of
          business, loss of reputation, depletion of goodwill or loss, damage or
          corruption of data.
      9. You shall fully indemnify KLDX, the KLDX Platform and/or its related corporations
        (“KLDX Affiliates”) from and against any and/or all claims, charges, actions,
        proceedings, losses, liabilities, damages, expenses and demands (including, but not
        limited to fees and expenses in connection with the investigation of, preparation for,
        or defence of, any inquiry, inspection or investigation or any pending or threatened
        litigation or proceedings) which KLDX, the KLDX Platform and/or KLDX Affiliates may
        incur or suffer in any jurisdiction, and which in any case are directly or indirectly
        occasioned by or result from or are attributable to anything done or omitted in relation
        to or arising from or in connection with Paragraph 3.17.

    Authorisations

      1. You authorise us to perform the services and/or transactions in the manner described
        in these Terms and the KLDX Requirements, including the creation, transfer,
        deactivating of Tokens, conducting settlements through smart contracts and debiting
        and crediting your KLDX Account.

    Records of Transactions

      1. Any records which we maintain on communications, Instructions, transactions or
        operations made or performed, processed or effected on the KLDX Account and/or
        KLDX Platform with 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 conclusive
        evidence of such communications, transactions, Instructions or operations and
        binding on you.

    Electronic Communications and Internet Access

      1. You accept and agree that:
        1. any communications, agreements, notices and/or any other documents
          (together “Communications”) relating to your KLDX Account and/or the
          KLDX Platform will be provided to you electronically by posting them on the
          KLDX Platform, emailing them to the email address you have provided to
          us, or through any other form of electronic communication. You consent to
          receiving all Communications electronically and based on the above
          medium;
        2. you will at all times have available to you the necessary hardware and
          software to receive, access and retain Communications sent to you
          electronically, including a device with an internet connection and a valid and
          accessible email address; and
        3. you assume full responsibility for providing us with a valid and accessible
          email address to which any Communications may be sent, and for ensuring
          that email address and any other contact information is kept up to date. Any
          Communication sent to the email address you have provided to us will be
          deemed to have been received by you. You can amend your contact
          information by signing-in to your KLDX Account and accessing the Settings
          page.
      2. You may at any time withdraw your consent to receiving Communications
        electronically by contacting us at support@kldx.com. You acknowledge that failure to
        give, or withdrawing, consent to receiving Communications electronically puts the
        security of your KLDX Account at risk and that we reserve the right to close your
        KLDX Account in the event you fail to give, or withdraw, your consent to the receipt
        of Communications electronically.
      3. We are hereby authorised to reproduce, use, disclose, host, publish, transmit and
        distribute without limitation, all contents or any part of transmissions or
        communications you make or submit through the KLDX Platform or any part thereof
        and you hereby grant to us and our partners, agents and/or representatives, a nonexclusive, world-wide, royalty-free, irrevocable licence and right to do the same.

    Error or Fraudulent Transactions

      1. All transactions are final and binding on you, except where provided for in Paragraph
        3.26 to Paragraph 3.28. You shall honour all transactions executed, unless and until
        the transaction is cancelled or reversed in accordance with this Paragraph 3.26 to
        Paragraph 3.28.
      2. We may, at our discretion, identify and review any transactions executed or to be
        executed for you to determine whether such transactions are error transactions or
        fraudulent transactions (including any application or transactions relating to the
        subscription of Tokens).
      3. If we determine that the transaction is an error transaction or fraudulent transaction
        (for example, due to a technical and/or system failure), we may, at our discretion,
        cancel and/or reverse the error transaction.
      4. You agree that any decision made by us on whether a transaction is an error
        transaction or fraudulent transaction or not as well as the actions taken relating to the
        same is conclusive and binding on you and you shall not challenge or dispute the
        validity of such decision, and we shall not be obliged to give any reasons for our
        decision.

    Compliance with Applicable Laws, Guidelines

      1. You agree to comply with these Terms, the KLDX Requirements as well as all
        applicable laws, guidelines, notices, rules and policies relating to the Proposed
        Actions together with such amendments to the aforementioned, including those which
        we may issue from time to time.
      2. You agree that we may, at our absolute discretion, deny you access to your KLDX
        Account, the KLDX Platform and/or KLDX Materials for any reason, including without
        limitation, if we believe that you have violated or acted inconsistently with any terms
        or conditions in these Terms or the KLDX Requirements, or if in our opinion or the
        opinion of any regulatory authority, that it is not suitable to continue providing the
        services relating to the KLDX Account and/or the KLDX Platform.

    Prohibited Activities

      1. You will not undertake any activity that will result in us being in breach or noncompliance with applicable laws or otherwise be detrimental to the interests, integrity
        and reputation of KLDX.
      2. You will not undertake any activity that would result in the KLDX Platform, your KLDX
        Account and/or the Tokens be used for or to facilitate any illegal, unethical, fraudulent,
        or unauthorised activities.
      3. You will not engage in any of the following prohibited conduct:
        1. transmitting or uploading any material or software that contains, or which
          you have reason to suspect contains, computer viruses, trojan horses,
          worms or other harmful, malicious, destructive or corrupting code, agent,
          program or macros;
        2. disseminating any information or material through the KLDX Platform, which
          is misleading, incomplete, erroneous, offensive, indecent, defamatory or
          which may not be lawfully disseminated under applicable laws or which are
          otherwise objectionable;
        3. carrying out any fraudulent activity which may defraud KLDX or any of the
          Participants;
        4. providing any false, inaccurate, or misleading information to us;
        5. carrying out any transactions or otherwise using the KLDX Account and/or
          KLDX Platform to facilitate or enable illegal activity, promote or facilitate
          hate, violence or racial intolerance or which may be considered obscene,
          etc;
        6. use your KLDX Account and KLDX Platform other than in accordance with
          the acceptable use policies of any connected computer networks,
          applicable internet standards and any other relevant laws;
        7. impersonate any person or entity or to falsely state or otherwise
          misrepresent your affiliation with any person or entity;
        8. using the account information of any other party to access the KLDX
          Account and/or KLDX Platform;
        9. transferring your account access or rights to any third party, unless by
          operation of law or with our express permission; and
        10. to view, listen to, download, print or use the KLDX Materials, documents or
          information on the KLDX Platform for any other purpose other than as
          allowed under applicable laws.

    Fees and Expense

    1. There are fees and/or charges imposed by us for the services provided by us in
      relation to the Proposed Actions and/or the KLDX Platform. All applicable fees are as
      set out on the KLDX’s website.
    2. Investment Limits

      Your investment in a Proposed IEO is subject to the following limits:

      1. for Sophisticated Investors: No restriction on investment amount;
      2. for Angel Investors: a maximum of RM500,000.00 within a 12-month period;
        and
      3. for retail investors: a maximum of RM2,000.00 per Applicant or Issuer with
        a total investment limit not exceeding RM20,000 within a 12-month period.

  • KLDX ACCOUNT

    General

      1. Your KLDX Account consist of the KLDX Cash Account and the KLDX Token
        Account.
      2. Your KLDX Cash Account is your account which reflects your cash balances.
      3. Your KLDX Token Account is your digital wallet which reflects your Tokens holdings.
      4. There is no interest payable in your KLDX Account. However, KLDX may, at its sole
        discretion determine otherwise and you shall be updated or notified accordingly.
      5. You acknowledge, agree, and undertake that you may only use the monies in your
        KLDX Cash Account and Tokens in your KLDX Token Account for the sole purpose
        of making payment for the subscription or transfer or trading of Tokens (including
        payment for any ancillary fees imposed by KLDX) and shall not be used for any other
        purpose and will not create or allow any encumbrance or security interest to be
        created over your KLDX Cash Account and/or KLDX Token Account.
      6. You acknowledge that you are solvent and have sufficient funds in your KLDX Cash
        Account or Tokens in your KLDX Token Account for the purpose of participating in
        any transactions through the KLDX Platform (including for Subscription Application
        or to pay any fees imposed by us) and acknowledge that insufficient balance may
        result in you not being able to proceed with an order/request/action.
      7. The terms governing your use of the KLDX Account are as expressly set out in these
        Terms, and subject to any applicable laws, limitations and conditions set forth thereon
        and the KLDX Requirements.
      8. You shall bear all bank charges, fees and any other costs that may arise in relation
        to the transactions related to your KLDX Cash Account and KLDX Token Account.

    KLDX Cash Account

      1. The terms governing your use of the KLDX Cash Account are as expressly set out in
        these Terms, and subject to any applicable laws, limitations and conditions set forth
        thereon and the KLDX Requirements.

    Transfer of Funds in your KLDX Cash Account

      1. If you wish to transfer funds to your KLDX Cash Account, you shall first deposit the
        relevant funds/subscription amount into your KLDX Cash Account from your
        Designated Banking Account and include such reference details as required by us
        from time to time on the bank transfer request. Where other payment currency is
        accepted by KLDX, the amount transferred shall be calculated based on the
        applicable exchange rate as determined by KLDX and/or the relevant bank.
      2. The KLDX Cash Account shall be a customer segregated account maintained with a
        bank licensed under the Financial Services Act 2013 or the Islamic Financial Services
        Act 2013, or such other custodian that we are permitted to maintain a custody account
        with, in respect of the same (or as otherwise required by applicable law).
      3. Upon KLDX’s receipt of the request to transfer funds into your KLDX Cash Account,
        KLDX will determine whether to accept or reject the said transfer into the KLDX Cash
        Account. Such determination may be made in our absolute discretion and shall
        ordinarily take place within two (2) Business Days, although we reserve the right to
        take longer period as necessary to determine the source of funds and other account
        information or for any other reason before determining whether to accept or reject the
        monies being credited into your KLDX Cash Account.
      4. You are solely responsible for ensuring that the funds transferred to your KLDX Cash
        Account is without errors and that the information provided in the bank transfer
        request is accurate.
      5. All monies to be transferred to or from your KLDX Cash Account must be to or from
        a Designated Bank Account.
      6. We reserve the right to reject any monies to be transferred to or from your KLDX
        Cash Account, if any funds transfer request is received from or requested to be
        transferred to or from a non-Designated Bank Account or for any other reason as
        KLDX determines in accordance with its internal policies and procedures.
      7. We are not a bank. The value stored in the KLDX Cash Account is not a deposit, is
        not insured and is not the subject of any banker’s guarantee.
      8. We shall carry out all administrative matters relating to your KLDX Cash Account
        (such as processing refunds of monies in your KLDX Cash Account), as
        contemplated under these Terms
      9. Except as otherwise provided by us, every request for withdrawal of monies from your
        KLDX Cash Account shall be carried out by submitting to us a withdrawal request
        through the KLDX Platform, indicating the desired amount to withdraw from your
        KLDX Cash Account (“Withdrawal Request”).
      10. You confirm that you have deemed personal knowledge of every Withdrawal Request
        placed through your KLDX Cash Account. Such knowledge shall include the amount
        being withdrawn and any other information which may be entered or otherwise
        transmitted through the KLDX Platform
      11. Upon receipt of the Withdrawal Request, we will consider the same and decide
        whether to accept or reject the said Withdrawal Request. At this stage, the withdrawal
        amount to be withdrawn from your KLDX Cash Account will be earmarked until
        released by KLDX.

        1. where we accept a Withdrawal Request, we shall:
          1. within two (2) Business Days of receipt of the Withdrawal Request,
            through the KLDX Platform notify you of the acceptance of the Withdrawal
            Request; and
          2. upon confirmation of the withdrawal, we shall:
            1. notify you of such confirmation through the KLDX Platform
              (“Confirmation Notification”) and we will update your KLDX
              Cash Account Balance and
            2. unless you notify us otherwise, within two (2) Business Days
              from the Confirmation Notification, you shall be deemed to have
              accepted the amount transferred as correct and agree to
              discharge us from any liability whatsoever.
        2. where we reject the Withdrawal Request, we shall, within two (2) Business
          Days of receiving the Withdrawal Request, notify you, through the KLDX
          Platform of our rejection of the Withdrawal Request, and provide reasons for
          its rejection.
      12. You are responsible for ensuring the accuracy of the information provided in a
        Withdrawal Request.
      13. We may reject any Withdrawal Request or take longer than the period stipulated in
        Paragraph 4.20 to process a Withdrawal Request pursuant to a rejected Withdrawal
        Request.
      14. Our determination of the KLDX Cash Account Balance as determined from the
        records of KLDX shall, save for manifest error, be deemed to be conclusive and
        binding on you.
      15. KLDX shall be entitled to reject a Withdrawal Request if KLDX determines that the
        relevant withdrawer has breached any of KLDX Requirements.

    KLDX Token Account

    General

      1. Your KLDX Token Account shall be used to store Tokens only and you are not
        allowed to store any other tokens or blockchain-based tokens (including
        cryptocurrency tokens, security tokens or other tokens).

    KLDX as Custodian of Tokens

      1. You authorise us to act as custodian in accordance with these Terms.
      2. The appointment, and any authorisation in connection with such appointment, shall
        be effective from the issuance of your KLDX Token Account until the termination of
        your KLDX Token Account by us and/or you (save that in the event there are balance
        Tokens in your KLDX Token Account after the Termination Date, until the date on
        which the total Tokens balance becomes zero).
      3. We operate the KLDX Token Account and will issue a KLDX Token Account in your
        name.
      4. On our books and records, the portion of the KLDX Token Account which holds your
        Tokens shall be opened, maintained, and earmarked as a custody account held on
        trust for you.
      5. The Tokens stored in your KLDX Token Account, are held by us on your behalf of
        and for your account.
      6. Your Tokens are segregated from the Tokens of other persons.
      7. You authorise us to, and shall carry out the following:
        1. hold Tokens in the KLDX Token Account on behalf of and on your
          account;
        2. accept Tokens in the KLDX Token Account from Applicant or Issuers
          pursuant to your Subscription Applications and other parties;
        3. earmark the relevant quantity of Tokens in connection with a transfer
          order/instructions;
        4. transfer, exchange, deliver or handle the Tokens (in full or in part) in your
          KLDX Token Account as follows:

          1. where there is sale of the Tokens and payment has been
            credited into the relevant KLDX Cash Account, in accordance
            with the instructions;
          2. in the case of an exchange, surrender and conversion into
            other securities or cash pursuant to a plan of merger,
            consolidation, reorganisation, recapitalisation, or readjustment
            as approved by the Participants or where approval is not
            required as permitted under the Token Documents;
          3. upon conversion of the Tokens pursuant to the applicable
            Token terms and conditions and/or Token Documents into
            other securities;
          4. upon the exercise of subscription, purchase or other similar
            rights represented by the Tokens;
          5. as otherwise required or permitted pursuant to these terms and
            the other KLDX Requirements or any applicable laws or
            regulations; or
          6. as otherwise may be directed pursuant to the Instructions, take
            the following actions in relation to the Tokens:

            1. promptly send to you all relevant notices and other
              communications in relation to the Tokens as may be
              received by us and inform you of any rights or rights
              entitlements in connection with, attached to or
              otherwise arising from the Tokens;
            2. seek your Instructions; and
            3. where applicable, facilitate the payment (from the
              relevant KLDX Cash Accounts) of dividends,
              interest/profit payments and other entitlements.

    Issuance/Use of the KLDX Token Account

      1. Once you have been successfully registered with us, you will be issued a specific
        KLDX Token Account. All Tokens will be allotted directly to your KLDX Token
        Account.
      2. You must ensure that your KLDX Token Account is used in accordance with these
        Terms. You must submit a request or Instruction through the KLDX Platform or
        otherwise as stipulated in the KLDX Requirements) in order to carry out transactions
        involving your KLDX Token Account (including the transfer or trading of the Tokens).
      3. You must implement all necessary measures to ensure that your KLDX Token
        Account is secured. This may include installing the required password(s) or other
        credentials necessary to access the same. In the event that any password(s) or other
        access credentials are lost, you may lose the Tokens or access to the Tokens.
      4. You acknowledge that your KLDX Token Account and all Tokens stored and
        whatsoever transactions which are carried out in your KLDX Token Account, whether
        or not these are authorised by you is your sole responsibility.
      5. You acknowledge that any action performed from your KLDX Token Account shall be
        treated by KLDX as your action, regardless of whether it has been authorised by you
        or not, and you agree to honour and be bound by all activities and transactions
        (including orders/requests) undertaken/taking place under your KLDX Token
        Account.
      6. You acknowledge that your KLDX Token Account (and any ownership, receipt or
        possession thereof) do not carry within them any rights, use, purpose, value,
        attributes, functionalities or features, and do not represent or confer any right to
        receive future revenue shares, intellectual property rights or any other form of
        participation in or relating to us and/or our related corporations other than those
        provided for in these Terms.
      7. Unless allowed otherwise by KLDX, you acknowledge that you shall only subscribe,
        trade or deal with the Tokens for your own account and may not do so for and on
        behalf of any other person.
      8. Unless otherwise specified in the KLDX Requirements, you may only use your KLDX
        Token Account for the following purposes and in the manner provided below:

        1. your KLDX Token Account is to be used exclusively to receive or send
          Tokens through the KLDX Platform or, for purpose of trading of the
          Tokens; and/or
        2. we reserve the right to impose any limits with respect to your KLDX Token
          Account. These limits may include the number of Tokens that may be held
          in your KLDX Token Account, any limits on the orders and/or requests
          that may be made through your KLDX Token Account and on transactions
          carried out using your KLDX Token Account.

    Termination of KLDX Token Account

      1. Where a request is made by you to terminate your KLDX Token Account, we may
        carry out such request if there are no Tokens in your KLDX Token Account.
      2. We may, at our discretion, suspend/terminate your KLDX Token Account in the
        following circumstances.

        1. where we determine that you have contravened these Terms or other KLDX
          Requirements or any applicable laws or regulations;
        2. in the event of your death, bankruptcy, winding up or insolvency (as the case
          may be);
        3. where we are required or deem it necessary to comply with applicable laws and
          regulations; and/or
        4. where we are no longer licensed, approved, registered (or otherwise exempt
          from licensing, approval and/or registration requirements) to carry out our
          business/operate the KLDX Platform.
      3. We shall notify you of the effective date of suspension (“Suspension Date”), or the
        date of termination (“Termination Date”) through the KLDX Platform or such other
        means as we may determine. The termination shall take effect with immediate effect
        or such time as we may determine.
      4. In the event of a termination by us, you undertake, acknowledge, and accept the
        following:

        1. you shall, prior to the Termination Date, on a best effort basis, take the
          necessary steps to divest your Tokens, subject to any applicable laws and
          regulations as well as the KLDX Requirements;
        2. subject to Paragraph 4.44 (c) below, you will not, on and from the
          Termination Date, be able to access and/or use your KLDX Token Account
          and/or deal with your Tokens;
        3. in the event that there are balance Tokens in your KLDX Token Account
          after the Termination Date, the following shall apply:

          1. you are permitted to transfer your Tokens solely for the purpose of
            divesting the balance Tokens;
          2. you grant us the right to transfer your Tokens for and on your behalf
            in order to divest the balance Tokens, and you agree and
            acknowledge that we are entitled to transfer or divest such balance
            Tokens on such terms and to such party as we think fit and that we
            shall not be liable for any loss upon the same; and/or
          3. you shall be required to continue to pay to us the relevant fee for the
            period from the Termination Date and up to the date on which the
            total Tokens balance becomes zero, without pro-rating for any partial
            month.
      5. On the Termination Date, you shall remain liable to us and/ or any other person
        (including the Issuer or Participants) for any liabilities incurred during the period you
        held your KLDX Token Account.
      6. In the event of a suspension by us, you undertake, acknowledge, and accept that on
        and from the date of suspension:

        1. you must act in accordance with our directive in relation to any of your
          outstanding obligations and any applicable Tokens in your KLDX Token
          Account;
        2. all pending (including transfers, trading, or withdrawals) and Subscription
          Applications will be cancelled; and
        3. you will not be able to access and/or use your KLDX Token Account and the
          Tokens.

    Replacement of KLDX Token Account/Tokens

    1. We may replace your KLDX Token Account in the event that your password or private
      key is lost, stolen, malfunctioning, destroyed or otherwise inaccessible.
    2. We may, at our discretion, but are under no obligation to, issue any replacement
      Tokens in the event that any Tokens, password, or private key is lost, stolen,
      malfunctioning, destroyed or otherwise inaccessible.
    3. In the event we decide to replace a Token, we shall first validate your identity and if
      it is deemed satisfactory by us, will deactivate the Tokens concerned and then
      proceed to issue replacement Tokens to your KLDX Token Account.
  • SUBSCRIPTION AND TRANSFER OF TOKENS

    General

      1. The Tokens are issued by the respective Applicants or Issuers and may only be
        stored in KLDX Token Account and used solely on the KLDX Platform in accordance
        with these Terms. Save for the trading of the Tokens in accordance with the KLDX
        Requirements, the Tokens are not permitted to be stored, listed or traded outside of
        the KLDX Platform, and are not intended to be, and shall not be understood, deemed,
        interpreted or construed to be or be representative of any kind of currency (including
        digital currency), legal tender, money or deposit.
      2. The only rights granted in respect of the Tokens are as expressly set out in these
        Terms, the respective White Paper, the Token Documents and subject to any
        applicable laws, limitations and conditions set forth in these Terms and the KLDX
        Requirements.
      3. The provisions in this Paragraph 5 sets out the procedure for the issuance of the
        Tokens by an Applicant or Issuer and also your subscription of the Tokens, where
        applicable. These Terms must be read together with the respective White Paper, the
        Token Documents and subject to any applicable laws, limitations and conditions set forth herein and the KLDX Requirements. In the event there are any conflicts between
        the respective agreements/documents as mentioned above with these Terms, the
        provisions of these Terms shall prevail.

    Terms and Procedures for the Subscription of the Tokens

      1. An Applicant or Issuer who intends to issue and list Tokens is subject and must
        comply with the Listing Rules, in addition to the KLDX Requirements.
      2. Unless the Applicant or Issuer specifies otherwise in the White Paper, the
        Constitution of the Issuer (where applicable), the Token Documents, the process for
        the issuance of the Tokens will be carried out on the KLDX Platform as set out below.
      3. Upon the Applicant or Issuer obtaining the approval from us:
        1. the White Paper will be published on the KLDX Platform together with any
          other documents/agreements relating to the offering;
        2. if you intend to subscribe for the Tokens, you shall, within the offering period
          or such other period as may be specified by KLDX, submit a Subscription
          Application to KLDX through the KLDX Platform. The Subscription
          Application is received by KLDX on behalf of the Applicant or Issuer; and
        3. the Subscription Application must state, amongst others, the quantity of
          Tokens you intend to subscribe.
        4. Upon expiry of the Cooling-Off Period, the Subscription Application will be
          deemed to be irrevocable and unconditional, and you may not cancel or
          amend the Subscription Application thereafter.
        5. Payment for the Subscription Application will be done through existing
          funds in the KLDX Cash Account or a top up through the available channels.
          All monies must be available in your respective KLDX Cash Account prior
          to submission of the Subscription Application otherwise the Subscription
          Application will be deemed null, and void and you shall fully indemnify
          KLDX for all cost, expenses, claims, charges, losses, liabilities, and
          damages due to such failure to pay or insufficient funds in your KLDX Cash
          Account.
      4. You confirm that you have personal knowledge of the details of every Subscription
        Application placed through your KLDX Cash Account including the subscription price,
        quantity of Tokens intended to be subscribed, and any other information which may
        be entered or otherwise provided through the KLDX Platform. You must ensure
        accuracy and completeness of all information provided in the Subscription
        Application.
      5. Your Subscription Application shall be deemed to be an offer by you subject to the
        provisions in the Token Documents.
      6. The Applicant or Issuer shall at its own discretion accept your offer in whole or in part,
        and any such acceptance shall constitute a binding agreement between you and the
        Applicant or Issuer for the subscription of the Tokens. For the avoidance of doubt,
        the subscription of the Tokens is between you and the Applicant or Issuer only and
        the applicable Token Documents shall constitute an agreement entered into directly
        and only between you and the relevant Applicant or Issuer. The Applicant or Issuer
        shall be the sole entity liable to you (if any).
      7. In the case of the Proposed IEO, once the offering period has ended, a Cooling-Off
        Period will commence (subject to meeting the minimum subscription amount). The
        Proposed IEO is deemed successful if the minimum subscription amount is still met
        at the end of the Cooling-Off Period. Upon closing of the offering period or in the case
        of the Proposed IEO, expiry of the Cooling-Off Period, the following shall apply:

        If the Applicant or Issuer accepts the Subscription Application: within three (3)
        Business Days after the expiry of the Cooling-Off Period:

          1. the Tokens will be credited to your KLDX Token Account and recorded on the
            blockchain, and the earmarked subscription monies will be debited from your
            KLDX Cash Account and the Tokens shall be deemed to be issued to you;
            and
          2. KLDX clearing account will be credited with your payment from your KLDX
            Cash Account pending to be released to the Applicant or Issuer’s Designated
            Bank Account.

        If the Issuer rejects the Subscription Application: your KLDX Token Account
        will not be credited with any Tokens and your earmarked subscription monies shall
        be released to your KLDX Cash Account within three (3) Business Day of the
        closing of the offering period or in the case of the Proposed IEO, from expiry of the
        Cooling-Off Period

      8. You are to refer to the Token Documents for the terms and conditions relating to
        the Tokens.
      9. You acknowledge and warrant that in subscribing, holding or by otherwise using
        any Tokens, you have not relied on any term, condition, warranty, undertaking,
        inducement or representation made by or on behalf of the Applicant or Issuer
        which has not been stated expressly in the relevant Token Documents or upon
        any descriptions or illustrations or specifications contained in any document
        including any material produced by either KLDX, the Applicant or Issuer.
      10. Save as set out in these Terms and in the Token Documents, the Tokens and any
        purchase, ownership, receipt or possession thereof carry no other rights, use,
        purpose, value, attributes, functionalities or features, and do not provide a share
        in, stake or any other equivalent rights, or any right to receive future revenue,
        shares, intellectual property rights or any other form of participation in or relating
        to KLDX and/or its related corporations and/or the Applicant or Issuer.
      11. The relevant terms and conditions imposed by the Applicant or Issuer in the Token
        Documents are subject to the provisions, limitations and conditions under
        applicable laws and the KLDX Requirements.
      12. Tokens are not permitted to be withdrawn from your KLDX Token Account, save
        as permitted under these Terms.
      13. The validity and expiry of the Tokens shall be as set out in the applicable Token
        Documents and subject to any applicable laws and regulations and the KLDX
        Requirements.
      14. We shall not be liable for any losses suffered or incurred by you and/or any third
        party arising out of or in connection with any act, inaction, omission, fraud,
        negligence or insolvency of any Issuer, including any breach or failure by the
        Applicant, Issuer or any party to comply with the applicable Tokens terms and
        conditions or the Token Documents.
      15. We are not responsible for ensuring and/or do not warrant that the Applicants or
        Issuers shall comply or have complied with the Listing Rules, KLDX Requirements,
        the applicable Tokens terms and conditions and/or the Token Documents.
      16. KLDX does not make any representation, either express or implied, warranty or
        endorsement and shall not be liable in any way for any of the following matters:

        1. the quality, reliability, safety, legality, quantity or merits of investing in the
          Tokens, the description of the Applicant or Issuer, Tokens and the assets
          represented by the Tokens (as the case may be); and
        2. the accuracy, authenticity or validity of any document or instrument given,
          issued, delivered, submitted or lodged by any Applicant or Issuer at any time.

    Tradability, Transferability and Transmission of the Tokens

    1. You acknowledge that the tradability of the Tokens shall remain subject to the
      terms and conditions of the relevant trading platform which will be selected to
      administer the trading of the Tokens (“Trading Platform”).
    2. You acknowledge that subject to the relevant terms and conditions to be issued
      by KLDX and the Token Documents, apart from the trading of the Tokens on the
      Trading Platform, the Tokens may be transferred or transmitted in the following
      manner:

      1. transferred to the family members of the Tokenholders, namely the spouse,
        parent or child (including adopted child) who must be Participants on the
        KLDX Platform; or
      2. transmitted to a person by operation of law who must be a Participant on the
        KLDX Platform and in case of the death of a Tokenholder, the only persons
        recognised as having any title to the interest of the deceased is the legal
        personal representatives of the Tokenholder.
  • NOMINEE

    Appointment of KLDX Nominee

      1. You agree to the appointment of KLDX Nominee as your nominee with respect to
        the underlying products (including Shares and the Investment Notes), subject to
        provision in these Terms.
      2. You acknowledge and agree that:
        1. With regard to the Shares:
          1. the Shares shall be registered and held by KLDX Nominee as your nominee and “bare trustee”;
          2. KLDX Nominee has no beneficial interest in the Shares except in its
            capacity as your nominee;
          3. the beneficial interest to the Shares shall be held by you;
          4. the relationship between KLDX Nominee and you shall be that of
            principal and nominee only and there is no intention to create a
            relationship of partnership or agency;
          5. for KLDX Nominee to generally, act on and give effect to your
            Instructions and to carry out and/or perform any or all actions
            whatsoever which you may have the power to do, carry out or perform
            in relation to the Shares (save for those set out in the Token
            Documents to be carried out and/or performed directly by the
            Tokenholders) including without limitation executing all necessary
            documents and/or forms issued by or required by applicable laws and
            regulations; and
          6. for KLDX Nominee to declare you as the beneficial owner of the
            Shares where such declaration of ownership is required including for
            registration/filing with the Companies Commission of Malaysia or
            other authorities; and
        2. With regard to the Investment Notes:
          1. the global certificate(s) in respect of the Investment Notes shall be held
            by KLDX Nominee as “bare trustee”;
          2. KLDX Nominee has no beneficial interest in the Investment Notes or
            the global certificate(s) except in its capacity as “bare trustee”;
          3. the beneficial interest to the global certificate(s) and the Investment
            Notes represented thereby are held by you.
      3. You acknowledge that KLDX Nominee has like duties to the other Participants on
        whose behalf KLDX Nominee holds the Shares and the global certificate(s) in
        respect of the Investment Notes and in determining whether its actions are in the
        best interests of the Participants, KLDX Nominee shall be entitled to regard an
        action as in the best interests of the Participants if it regards it as being in the best
        interests of the Participants and such other Participants as a group.
      4. You acknowledge that where the underlying asset are shares and Investment
        Notes, the Tokens represent an interest in the Shares and the Investment Notes
        and you, being holder of the Tokens, will be entitled to the rights, privileges and
        subject to the obligations under the Tokens as set out in the Token Documents.

    Liability and Indemnity

      1. KLDX Nominee shall not be liable to you or any third party, and hereby disclaims,
        for:

        1. any losses or damages resulting from or related to actions taken or omitted
          to be taken by KLDX Nominee in connection with matters contemplated in
          this Paragraph 6 except to the extent that such losses are the direct result of
          fraud on the part of KLDX Nominee as determined by a final judgement of a
          court with jurisdiction; and
        2. any indirect, consequential, special or punitive loss, damage, cost or
          expense, unforeseeable losses or damages, loss of profit, loss of business,
          loss of reputation, depletion of goodwill or loss, damage or corruption of data.
      2. Without prejudice to Paragraph 6.5 above, in no event shall KLDX Nominee be
        liable to you or any third party for more than the total amount invested by you in
        the Tokens that are affected.
      3. You shall fully indemnify KLDX Nominee and/or its related corporations from and
        against any and/or all claims, charges, actions, proceedings, losses, liabilities,
        damages, expenses and demands (including, but not limited to fees and expenses
        in connection with the investigation of, preparation for, or defence of, any inquiry,
        inspection or investigation or any pending or threatened litigation or proceedings)
        which KLDX Nominee and/or its related corporations may incur or suffer in any
        jurisdiction including but not limited to those losses incurred as a result of any
        proceedings or actions brought against them by any regulators and/or authorities,
        and which in any case are directly or indirectly occasioned by or result from or are
        attributable to anything done or omitted in relation to or arising from or in
        connection with this Paragraph 6, this appointment and/or resignation or
        termination in relation thereto.

    Term, Termination and Replacement of KLDX Nominee

      1. The appointment of KLDX Nominee shall be effective on the Completion Date and
        shall continue unless terminated by KLDX Nominee as and when (a) the Tokens
        are delisted from the KLDX Platform; or (b) if KLDX Nominee becomes insolvent,
        or files a voluntary petition in winding up, or has filed for an involuntary petition in
        winding up.

    Release of Shares

    1. Upon the termination of KLDX Nominee, the following shall apply, as determined
      by KLDX Nominee:

      1. If a new nominee is appointed, KLDX Nominee may, as soon as reasonably
        practicable, transfer legal ownership of your Shares to the new nominee; or
      2. KLDX Nominee may, as soon as reasonably practicable, transfer legal
        ownership of some or all of your Shares to you or, where relevant, your estate
        or nominee.
    2. In the event that KLDX exercises its right under Paragraph 6.9, all applicable stamp
      duty required to effect the transfer of the ownership shall be borne solely by the
      recipient of the Shares.
    3. You agree and acknowledge that, in the event that KLDX exercises its right under
      Paragraph 6.9 (b) above, you will become the legal, in addition to beneficial, owner
      of such Shares and KLDX Nominee’s obligations as nominee under this Paragraph
      6 shall terminate.
    4. In furtherance to the transfer of the Shares pursuant to Paragraph 6.9 above, you
      undertake to cooperate, execute and complete, all such other documents, acts and
      things (if any) as KLDX Nominee may reasonably require of you (together with the
      Issuer) to perfect your right and interest and to the extent applicable, title, in the
      Shares (“Undertaking”). You shall further be responsible for all the reasonable
      costs and expenses that may be incurred by KLDX Nominee to enforce the
      performance by you and the Issuer of the abovesaid Undertaking should you or the
      Issuer fail, refuse, neglect or omit to perform the said Undertaking.
  • DELISTING

    1. An Issuer intending to carry out or who is subject to any of the following must do
      so in accordance with the Listing Rules:

      1. carry out a voluntary delisting from the KLDX Platform; or
      2. is delisted (i.e. an involuntary delisting) from the KLDX Platform
    2. For any proposal involving the voluntary delisting of the Tokens:
      1. KLDX must approve the announcement by the Issuer for the intended
        Token delisting;
      2. the approval of the Tokenholders representing seventy-five percent (75%)
        of the total amount of Tokens held by all Tokenholders present and voting
        has been obtained;
      3. it must involve a scenario where the Tokenholders are offered a token
        buy-back or other reasonable alternative; and
      4. it must comply with any additional conditions imposed by KLDX.
    3. Where applicable, the Issuer shall be responsible to ensure that it has sufficient
      funds in its KLDX Cash Account to fund the token buy back and has met all other
      applicable requirements. Upon confirmation of the same in writing to KLDX, the
      Issuer shall announce to the Participants the token delisting date through the
      KLDX Platform.
    4. On the token delisting date, the following steps will be taken by KLDX,
      instantaneously and simultaneously:

      1. KLDX will deactivate the applicable number of Tokens on the blockchain;
      2. your KLDX Token Account containing the number of Tokens to be delisted
        will be debited with the relevant number of Tokens so that the total Token
        balance becomes zero with respect to those Tokens.
      3. where applicable, your KLDX Cash Account will be credited with the
        equivalent amount of funds (in accordance with the token buy back); and
      4. where applicable, the Issuer’s KLDX Cash Account will be debited with the
        amount required to fund the token buy back and the Issuer’s KLDX Token
        Account will be updated to reflect the same.
    5. The provisions in Paragraph 7.1 to 7.5 shall not apply to redemption of Investment
      Note Tokens.
  • LIEN AND RIGHTS OF SET-OFF

    1. You grant us a general lien over the cash in your KLDX Cash Account and Tokens
      in your KLDX Token Account in respect of all sums due and payable to us or our
      related corporations by you (whether actual, contingent, present or future) under
      these Terms or other KLDX Requirements. This lien operates in addition to any
      lien, rights of set-off and any other rights to which we may be entitled under any
      applicable law.
    2. Notwithstanding any other provision of these Terms or other KLDX Requirements,
      and without prejudice to any rights which we may have otherwise than under the Terms, or the KLDX Requirements, we shall not be required to act on Instructions
      (including the delivery of any Tokens to any person) and may withhold redelivery
      to you of any or all Tokens unless all the amounts due and owing to us have been
      fully settled.
    3. We are entitled to appropriate, sell, transfer or assign or otherwise realise the
      value of all or any part of the Tokens in such manner and at such price as we may
      deem necessary and shall not be responsible for any losses you may suffer as a
      result and to apply the net proceeds thereof in or towards payment or discharge
      of any of your obligations described in this Paragraph 8. This right is granted
      without prejudice to any other right or remedy which we or our related corporations
      may or otherwise have under these Terms or other KLDX Requirements or under
      any applicable law or regulation.
    4. We shall have the right at any time, upon notice to you through the KLDX Platform,
      to set off any payment obligation owed to us or our related corporations by you
      under these Terms or other KLDX Requirements against any payment obligation
      (whether actual, contingent, present or future) owed by us to you regardless of the
      place of payment or currency of either obligation (and for such purpose may make
      any currency conversion necessary at current market rates as determined by us
      at our sole discretion) whether or not relating to or arising under these Terms, or
      the KLDX Requirements.
  • RISK DISCLOSURE STATEMENT/ACKNOWLEDGMENT

    1. You should carefully consider whether investments in the Tokens and/or through
      the KLDX Platform is appropriate for you in light of your experience, objectives,
      financial resources and other relevant circumstances.
    2. Prior to investing in the Tokens and/or through the KLDX Platform, you should
      consult your own legal, regulatory, tax, financial and/or accounting advisors or
      such other professional advisors to the extent you consider it necessary and
      appropriate and make your own investment decisions (including decisions
      regarding the suitability of the investment) based upon your own judgment and
      advice from those advisors you consider necessary.

      Any loss resulting from you investing in the Tokens is not covered by the Capital Market Compensation Fund.

    3. Below is a list of risks that you should consider before making any investment in
      the Tokens and/or through the KLDX Platform. However, the list is not intended to
      be fully inclusive of all relevant risks that may occur. This risk statement is not and
      are not intended to be a complete list of all the risks and considerations relevant
      to any investments in the Tokens and/or through the KLDX Platform.
    4. For risks relating to the specific Token offerings, please refer to the section on “Risk Factors” in the respective White Paper.

      General Risk

        1. KLDX Platform being a new platform: The Tokens will be issued on the
          KLDX Platform. Although the KLDX Platform is registered with the
          Securities Commission Malaysia, it is a relatively new alternative platform/
          market that is designed primarily for the initial listing of Tokens. As KLDX
          Platform is a relatively new platform/market, there is no track record on the
          KLDX Platform and there is also no equivalent platform in Malaysia with a
          long-term operation which KLDX Platform can be benchmarked against.
        2. risks arising from no governance rights: The Tokens do not confer, to
          the Investors, any governance rights of any kind with respect to the KLDX
          Platform. Accordingly, decisions involving the KLDX Platform will be made
          by Kapital DX Sdn Bhd.

          The Tokens may or may not confer, to the Investors, any governance rights
          with respect to the Issuers. Accordingly, where the Tokens do not confer
          governance rights, then the decisions involving the Issuer will be made by
          the Issuer. These decisions could adversely affect the value, utility, liquidity
          and other aspects of the Tokens.

        3. risk associated with investment: Some Tokens may be more complex
          instruments and may not be suitable for all Investors. In addition, the
          investment activities of certain Investors, in their respective countries, may
          be subject to legal investment laws and regulations, or review or regulation
          by certain authorities

          You must determine the suitability of this investment in light of your own
          circumstances. Furthermore, you should:

          1. have sufficient knowledge and experience to make a meaningful
            evaluation of the investment, the merits and the risks of investing in
            the Tokens and the information contained or incorporated by
            reference in the White Paper;
          2. have access to, and knowledge of, appropriate analytical tools to
            evaluate, in the context of its particular financial situation, an
            investment in the Tokens and the impact the Tokens will have on its
            overall investment portfolio; and
          3. have sufficient financial resources and liquidity to bear all the risks
            of an investment in the Tokens.
        4. risk associated with the blockchain
          1. the Tokens are based on the blockchain, which is a public, Ethereumbased blockchain. Any malfunction, flaw, or breakdown of this
            blockchain may have a material adverse effect on the Tokens.

            Furthermore, developments in cryptographic technologies and
            techniques or changes in consensus protocol or algorithms could
            present risks to the Tokens, including by rendering ineffective the
            cryptographic consensus mechanism that underpins the blockchain.

          2. risk of Ethereum mining attacks: The blockchain is susceptible to
            mining attacks, including double-spend attacks, majority mining
            power attacks, “selfish-mining” attacks, and race condition attacks.
            Any successful attacks present a risk to the Tokens, including proper
            execution and sequencing of transactions involving the Tokens.
          3. risk of theft: The blockchain may be exposed to attacks by hackers or
            other individuals that could result in theft or loss of the Tokens.
        5. risk associated with technology and internet: There are inherent defects
          in electronic distribution and data transmission over the internet which may
          result in delays, omissions, transmission blackouts, interruptions, breaches
          of security, corruption, unavailability of access in connection with or
          inaccuracies in the KLDX Platform or any associated mobile applications,
          website, or APIs, KLDX Materials, the Tokens, KLDX Account, KLDX Cash
          Account and/or KLDX Wallet Account. In addition, it is also subject to the
          risk of malicious software and other computer viruses with destructive
          features such as computer worms, Trojan horses or spyware.
        6. risk associated with system, server or connection failure and
          maintenance
          : The periodic maintenance, whether scheduled or otherwise,
          any system, server or connection failure, error, omission, interruption,
          deletion of files or email, interception or delay in transmission or computer
          virus or other malicious, destructive or corrupting code, agent, program or
          macros may cause access to the KLDX Platform to be halted or interrupted.
        7. risk associated with token storage mechanisms: The monies in your
          KLDX Cash Account and the Tokens in your KLDX Wallet Account may
          only be accessed with a password. You are responsible for implementing
          all reasonable and appropriate measures for securing your password.
        8. risk of hacking and security weaknesses: The Tokens may be targeted
          by hackers or malicious groups or organisations who may attempt to
          interfere with the Tokens or steal monies in the KLDX Account or the
          Tokens in various ways, including malware attacks, distributed denial of
          service, consensus-based attacks, sybil attacks, phishing, smurfing and
          hacking.
        9. risk of loss on investments – There is a risk that you may sustain a
          complete loss of your investment in the Tokens.
        10. lack of liquidity – There may be lack of liquidity or demand for the Tokens
          on the secondary market.
        11. risk of price fluctuations: The value of the Tokens, as with any other
          asset can increase or decrease and there is a risk of you losing money
          through buying, selling or holding these Tokens, due to factors outside the
          control of Kapital DX Sdn Bhd.
        12. risks associated with taxation: The tax treatment and accounting of the
          Tokens is uncertain and may vary amongst jurisdictions.

          You are advised to seek independent advice in connection with
          investment of the Tokens.

      Risk relating to Equities Instruments

          1. There will be all risk associated with equities instruments. If such
            investments are on equity products and this includes situations where you
            may not receive a dividend, your tokenholdings could be significantly diluted
            if new Tokens are issued and your interest may be subordinated to the rights
            of the creditors, other shareholders or other parties that may have interest
            in the relevant company.
          2. Transfers of interest in the equity products will be effected through the
            records maintained by the KLDX Platform and in accordance with the
            procedures and rules of the KLDX Platform and other applicable laws and
            regulations. The KLDX Platform will credit the Tokenholders’ beneficial
            interests in the equity products to the account of such Tokenholders in
            accordance with the procedures and rules of the KLDX Platform. There is
            no guarantee that the transfers will be made in time or successfully if there
            are technical issues arising from KLDX Platform or non-compliances by the
            transferor and transferee with the procedures and rules of the KLDX
            Platform and other applicable laws and regulations.

      Risks relating to Debt Instruments

          1. The Notes will be represented by Global Certificate(s) and Token(s) and
            holders of a beneficial interest in the Global Certificate(s) and the Digital
            Token(s) must rely on the procedures of the KLDX Platform.

            Transfers of interest in the Investment Notes will be effected through the
            records maintained by the KLDX Platform and in accordance with the
            procedures and rules of the KLDX Platform and other applicable laws and
            regulations. The KLDX Platform will credit the respective nominal value of
            the Tokenholders’ beneficial interests in the Investment Notes to the account
            of such Tokenholders in accordance with the procedures and rules of the
            KLDX Platform. There is no guarantee that the transfers will be made in time
            or successfully if there are technical issues arising from KLDX Platform or
            non-compliances by the transferor and transferee with the procedures and
            rules of the KLDX Platform, the restrictions of the Investment Notes and
            other applicable laws and regulations.

          2. The payment obligation under the Notes is that of the Issuer and the Issuer
            alone and where security is provided the value of the security in the event of default. There is no guarantee that the Issuer will be able to pay
            coupons/interest and redeem the Notes at maturity and the ability of the
            Issuer to pay coupons/interest and redeem the Notes at maturity is
            dependent on the financial performance of the Issuer which may be affected
            by economic, political and/or other factors.

      Risk relating to Fund Investment

        1. An investment in a fund is susceptible to general decline in financial markets,
          due to economic, political and/or other factors, which will result in a decline
          in the fund’s net asset value. There is no guarantee that the funds will make
          any returns and the performance of the funds is solely reliant on the
          investments made by the funds which may be affected by economic, political
          and/or other factors.
  • TAX ADVICE

    1. You will seek your own independent advice on the application of taxes in relation
      to any transactions on the KLDX Platform, including (i) sales and services tax,
      stamp duty, and similar taxes; (ii) withholding, collecting, reporting and remitting
      the correct taxes to the appropriate tax authorities; and
    2. We shall not be responsible for and are under no obligation to provide you with
      any tax advice in relation to any transactions on the KLDX Platform and shall not
      under any obligation or responsibility to provide any services, assistance or
      supports in relation to withholding, collecting, reporting or remitting any taxes
      arising from any transactions on the KLDX Platform.
  • DISCLAIMER

    1. The KLDX Account, KLDX Platform and KLDX Materials are made available on an
      “as is” and “as available” basis, and at your sole risk.
    2. We assume no responsibility and makes no representation or warranty of any kind,
      implied, express or statutory, including any warranties: (i) of title, non-infringement
      of third party rights, merchantability, satisfactory quality or fitness for a particular
      purpose of the KLDX Account, KLDX Platform, KLDX Materials and/or Tokens (ii)
      on the accuracy, timeliness, adequacy, reliability or completeness of the KLDX
      Account, KLDX Platform, KLDX Materials and/or Tokens; (iii) that the purchase
      and/or use of the Tokens will be uninterrupted, secure or free from errors or
      omissions, or that any identified defect will be corrected; (iv) that the KLDX
      Account, KLDX Platform, KLDX Materials and/or Tokens 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; (v) on the
      security of any information transmitted by or to Participants through the KLDX
      Account, KLDX Platform, KLDX Materials and/or Tokens or in relation to the KLDX
      Account, KLDX Platform, KLDX Materials and/or Tokens or that there would be no
      delay, interruption or interception in data transmission.
    3. You accept the risk that any information transmitted or received through the KLDX
      Platform, KLDX Account 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 loss or expense
      resulting from such delays, interruptions and/or interceptions.
    4. Under no circumstances does any material, information, view, opinion, projection,
      or estimate provided through the KLDX Account, KLDX Platform and/or KLDX
      Materials or by any of the employees, agents, advisers, representatives of KLDX
      and/or its related corporations, constitute advice, whether investment, financial,
      tax, legal or other professional advice. The aforesaid is provided on a general
      basis and is not to be relied on by you as advice. Accordingly, no warranty
      whatsoever is given by KLDX and/or its related corporations and no liability
      whatsoever is accepted by KLDX for any loss arising whether directly or indirectly
      as a result of you acting on any materials, information, view, opinion, projection,
      or estimate provided in the KLDX Platform and/or the KLDX Materials.
    5. We provide no warranty that we have considered the specific investment
      objectives, financial situation and particular needs of any specific person. You are
      solely responsible for any investment decision relating to the products offered on
      the KLDX Platform and your decision must take into account your own risk
      tolerance and financial circumstances. You should seek your own independent
      financial, legal, regulatory, tax or other advice before making an investment in the
      investments or products. If you decide not to seek advice from a relevant adviser,
      you should carefully consider whether the investment or product is suitable for you,
      based on your financial circumstances, background, experience, knowledge, and
      other resources.
    6. We operate the KLDX Platform from Malaysia and do not make any representation
      that the services, materials, or information provided on or through the KLDX
      Account and KLDX Platform meet the regulatory requirements of any other
      jurisdiction.

      If you use and/or access any of these services from any other location, you
      are responsible for compliance with applicable local laws.

  • LIMITATION OF LIABILITY

    1. In no event shall KLDX and its related corporations/affiliates and/or its respective
      directors, shareholders, employees, partners, representatives and/or agents
      (collectively, “KLDX Affiliates”) be liable to you or any other person for any direct,
      indirect, incidental, special, exemplary, consequential or punitive damages or
      economic loss or any claims for loss of profits, loss of revenue, loss of business,
      loss of opportunity, loss of data, or loss of use, or any other type of loss, liabilities,
      damages, costs or expenses (including any) whatsoever or howsoever caused
      (regardless of the form of action) arising directly or indirectly from or in connection with the KLDX Account, KLDX Platform, the blockchain and/or KLDX Materials
      including and without limitation any damages or loss caused by any of the
      following:

      1. use of, inability to use, misuse or any access of the KLDX Account, KLDX
        Platform, Tokens and the blockchain or your reliance on the same
        including, without limitation, any damages caused by or resulting from any
        reliance upon any information received from us;
      2. any system, server or connection failure, error, omission, interruption,
        deletion of files or email, interception or delay in transmission or computer
        virus or other malicious, destructive or corrupting code, agent, program or
        macros;
      3. any use of and/or access to any third-party websites linked to or provided
        through the KLDX Platform;
      4. any services, products, information, data, software, or other material
        obtained or downloaded from the KLDX Platform and/or KLDX Materials or
        from any third-party websites linked to or provided through the KLDX
        Platform;
      5. any other damages or loss caused by any other failure of performance
        whether or not resulting from a force majeure event, theft, destruction or
        unauthorised access to our records, programmes, or services;
      6. any breach of or delay or failure to comply with these Terms by any KLDX,
        KLDX Affiliates, or any of the Participants, Applicants or Issuers, any action
        taken by, or any inaction of, any of KLDX, KLDX Affiliates, or any of the
        Participants, Applicants, or Issuers in connection with these Terms or any
        applicable law;
      7. any claim made by you on the basis of these Terms;
      8. any negligent act or omission or wilful default, misconduct or fraud or
        unlawful act of any Participant, Applicant or Issuer and any negligent act
        or omission of any Indemnitee;
      9. any breach of any warranty or representation made by any person in any
        of these Terms;
      10. any suspension, interruption, or closure of the KLDX Platform and/or KLDX
        Account,
      11. the exercise or non-exercise by KLDX and/or any of its representatives and
        any KLDX Agent of any decision-making power or discretion;
      12. any determination, decision or ruling of KLDX and any of its representatives
        and/or committees established, or persons appointed by KLDX;
      13. any failure, error, omission, or negligence of KLDX and/or any of its
        representatives (including the malfunction of KLDX Platform, the
        blockchain, KLDX Account and/or Tokens);
      14. any Participant or Issuer’s use, misuse, or inability to use the KLDX
        Platform, KLDX Account and /or Tokens;
      15. any technical, system, server or connection failure, error, omission,
        interruption, delay in transmission, computer virus or other malicious,
        destructive, or corrupting code, agent program or macros;
      16. any Participant or Issuer’s failure to implement reasonable measures to
        secure its KLDX Account, or the relevant access credentials or any loss of
        or unauthorised use of any access credentials;
      17. any technical and/or system failure of a KLDX Account, KLDX Platform, the
        blockchain or any other system set up or utilised by KLDX;
      18. any claim by any third party against KLDX and any of the KLDX Agents
        arising from the circumstances specified in any of the sub-clauses above;
      19. Any claim by any third party against you arising from the circumstances
        specified in any of the sub-clauses above; and
      20. any and all economic loss, loss of profits, fall in the price of Tokens,
        equitable compensation, loss of business, or any other direct, indirect, or
        consequential losses whatsoever and howsoever caused (including
        whether or not resulting from any negligence on the part of any Indemnitee)
        which arise out of or in connection with these Terms.
  • ACKNOWLEDGMENT AND WARRANTIES

    1. You agree and acknowledge that:
      1. you have carefully reviewed and understood the provisions of these Terms and
        (in the case of a Participant) the applicable Token Documents and terms in
        relation to the Tokens, and have the full power, authority and capacity to comply
        with such provisions;
      2. you have sufficient understanding of technical and business matters (including
        those that relate to the KLDX Platform), cryptographic tokens, token storage
        mechanisms (such as token wallets), and blockchain technology to understand
        these Terms, the KLDX Requirements and to appreciate the risks associated
        with and implications of dealing with and/or performing any actions in connection with the KLDX Cash Account, KLDX Platform, KLDX Token
        Account , KLDX Materials and/or Tokens;
      3. you are solely responsible for maintaining sufficient and immediately available
        monies in your KLDX Cash Account or Tokens in your KLDX Token Account
        for the purpose of any Proposed Actions including paying any fees due to KLDX
        and/or carrying on any permitted activities on the KLDX Platform, and
        acknowledges that insufficient balance may result in you not being able to
        proceed with an order/request/action;
      4. nothing contained herein or in the KLDX Requirements should be construed as
        granting, by implication, estoppel or otherwise, any licence or right for the KLDX
        Cash Account, KLDX Platform, KLDX Token Account, KLDX Materials and/or
        Tokens to be used for illegal, unlawful, fraudulent, unethical, or unauthorised
        purposes or to promote or facilitate any illegal, unlawful, fraudulent, unethical
        or unauthorised activities;
      5. you shall not engage in and/or use or otherwise deal with the KLDX Cash
        Account, KLDX Platform, KLDX Token Account, KLDX Materials and/or
        Tokens, whether directly or indirectly, in a way that will result in KLDX or KLDX
        Platform being in breach or non-compliance with applicable laws or otherwise
        be detrimental to the interests, integrity and reputation of KLDX or KLDX
        Platform;
      6. in relation to the services provided by KLDX in connection with the KLDX
        Platform:

        1. authorisations: you authorise KLDX to perform the services in the
          manner described in these Terms and the KLDX Requirements,
          including minting of tokens, conducting settlements via smart contracts
          and debiting and crediting the relevant KLDX Cash Accounts and KLDX
          Token Accounts;
        2. conclusiveness: you agree and acknowledge that any records created
          and maintained by KLDX of the communications, transactions,
          instructions or operations made or performed, processed or effected
          through the KLDX Cash Account, KLDX Platform, KLDX Token Account
          or in relation to KLDX Cash Account, KLDX Platform, KLDX Token
          Account and/or Tokens 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.
        3. No duty to enquire: You agree and acknowledge that KLDX shall not be
          under any duty to enquire into, investigate or ascertain whether any
          instruction, request or transaction is authentic, legal, valid or
          enforceable (as the case may be), whether any transaction or the
          underlying contract connected with such transaction is void or voidable, or whether any transaction is permitted under the applicable Token
          Documents. We shall be entitled to assume that all instruction, request
          or transaction are authentic, legal, valid and enforceable (as the case
          may be), that all transactions and the underlying contracts connected
          with such transactions are not void or voidable, and that all transactions
          are permitted under the relevant Token Documents and we shall be
          under no duty to reject, reverse, adjust or modify any instruction,
          request or transaction by reason that it was not legal, valid or
          enforceable, that any transaction or the underlying contract connected
          with such transaction is void or voidable, or that any transaction is not
          permissible under the relevant Token Documents.

          Notwithstanding the foregoing, where we seek verification, confirmation
          or clarification of any instruction, request or transaction received, we
          shall not be liable to you for any losses whatsoever in relation to any
          delay resulting from us seeking verification, confirmation, or clarification
          or from any refusal to act where we do not receive, in our sole discretion
          satisfactory confirmation or clarification of such instruction, request or
          transaction; and

        4. actual or purported use or access, instructions or communications:
          Without prejudice to the generality of the relevant provisions in these
          Terms, you agree and acknowledge that any use or purported use of or
          access to or purported access to the KLDX Cash Account, KLDX
          Platform, KLDX Token Account, KLDX Materials and/or Tokens and
          any information, data, instructions or communications, whether or not
          authorised by you, shall be binding upon you and deemed to be: (i) use
          of or access to the KLDX Cash Account, KLDX Platform, KLDX Token
          Account, KLDX Materials and/or Tokens by you; referable to the
          relevant Username and Password and/or (ii) information, data,
          instructions or communications transmitted and validly issued by you.
          KLDX 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;
      7. in relation to electronic communications through third-party messaging services
        or platforms:

        1. electronic communications using third-party messaging services or
          platforms may not be secure, virus-free or successfully delivered to their
          intended recipient. If you communicate with us using third-party
          messaging services or platforms, you shall assume all risks that such
          communications between you and us may be intercepted, not received,
          delayed, corrupted, or received by persons other than the intended
          recipient;
        2. that all communications using third-party messaging services or
          platforms are subject to the terms of service, privacy policy and other terms (“Third-party Messaging Terms”) relating to the relevant thirdparty messaging service or platform.

          your user information and messages may be retained by the relevant
          third-party messaging service or platform or disclosed by the relevant
          third-party messaging service or platform to other parties (including an
          affiliate company within the third-party messaging service or platform’s
          group, a government authority or law enforcement agency) in
          accordance with the Third-party Messaging Terms. Such information
          may be subject to foreign laws and regulations different from your home
          location;

        3. we shall not be liable for any of the following:
          1. the content, data, security, operation, use, accuracy, or
            completeness of any third-party messaging communication. In
            particular, you acknowledge and agree to be aware that the
            content, data, and information shared by us or by a
            Participant/Issuer using third-party messaging services or
            platforms may not be encrypted or secure;
          2. the ownership or right of use of any licensor of any software
            provided using any third-party messaging service or platform;
          3. any failure or problem that affects the products or services of
            any third-party service or platform, for example any
            telecommunication service provider, mobile network operator,
            internet service provider, electricity supplier, local or other
            authority; and
          4. any loss or damage you may suffer because someone gained
            access to your device or third-party messaging service or
            platform account illegally or without permission;
          5. we shall not be liable for any losses, damages, claims,
            demands, awards, penalties, expenses, proceedings, or actions
            you may suffer or incur as a result of your use of third-party
            messaging services or platforms;
          6. you shall read and understand all Third-party Messaging Terms
            when you register for and utilises such third-party messaging
            service or platform. You shall indemnify us for any loss that we
            may suffer if you breach any of the Third-party Messaging
            Terms. We do not give any undertaking in relation to or
            guarantee the quality of any third-party messaging service or
            platform or that it is suitable for its purpose; and
          7. we may record and retain any and all data, content, and other
            information you and your authorised representatives
            communicate with us using third-party messaging services or platforms (“Records”). You shall not at any time require us to
            destroy any Records.

            You acknowledge and agree that communications through thirdparty messaging services or platforms may be monitored in
            accordance with applicable law and regulation; and

      8. we owe no fiduciary or other obligations to you in relation to your investment
        decisions to hold, subscribe, transfer, buy or sell any Tokens, and in particular
        we are not making any recommendations to you or advising you on the
        suitability of any transactions that you may enter into to relating to the Tokens,
        nor providing any advice to you in relation to an Applicant, Issuer, any Tokens
        or otherwise.
      9. you shall make your own assessment based on your own judgment,
        investigation, due diligence, and advice from such advisers as you deemed
        necessary, and have satisfied yourself concerning the relevant tax, legal,
        accounting, currency and other economic consideration relevant to an
        investment in the Tokens.

        You understand that an investment in the Tokens involves a considerable
        degree of risk and that the Tokens are a speculative investment, and you have
        the ability to bear the economic risk of your investment in the Tokens, have
        adequate means of providing for your current and contingent needs, have no
        need for liquidity with respect your investment in the Tokens, and are able to
        sustain a complete loss of his or her investment in the Tokens.

  • FURTHER WARRANTIES AND CONFIDENTIALITY

    1. You warrant the following:
      1. the subscription, sale or purchase of the Tokens are made with funds which
        does not constitute the proceeds of illegal activity or realisable property, or the
        proceeds of terrorism financing or property of terrorists;
      2. not to use the KLDX Account, KLDX Platform and/or Tokens either directly or
        indirectly to finance, engage in, or otherwise support any unlawful activities;
      3. subscription, purchase or sale, ownership, transfer or possession of the Tokens
        complies with and/or is not in contravention of any law, relating to legal
        capacity to enter into any contract and any thresholds set out in the laws and
        regulations in your jurisdiction; any applicable foreign exchange or regulatory
        and any governmental or other regulatory approvals that may need to be
        secured; and
      4. you are not a citizen or resident, or a company or other legal entity which is
        established in any country or geographic area, in which the subscription
        purchase or sale, ownership, transfer, receipt or possession of the Tokens (including the receipt of any rights and benefits) is not allowed or prohibited by
        laws or regulations.
    2. You undertake to us as follows:
      1. in the case of a Participant, you shall use the Confidential Information only for
        the purposes of assessing and considering a potential investment in any
        Applicant or Issuer; and in the case of an Applicant or Issuer, such Applicant
        or Issuer shall use the Confidential Information only for the purposes of
        complying with any applicable rules, laws and regulations (including any laws
        and regulations relating to anti-money laundering, countering the financing of
        terrorism, and tax reporting obligations, codes of practice or guidelines or to
        assist in law enforcement and investigations by relevant law enforcement
        agencies, regulatory authorities and other governmental agencies (including
        tax authorities) or such other purpose(s) as may be explicitly approved in
        writing by us (each of these, an “Authorised Purpose”);
      2. you shall keep the Confidential Information strictly in confidence, and
        undertakes to take all reasonable precautions to protect such Confidential
        Information from any use, reproduction, disclosure, adaptation or exploitation
        whatsoever, whether commercial or otherwise, by any third party; and
      3. you shall not disclose the Confidential Information to your representatives
        except on a need-to-know basis, and that such representatives shall use the
        Confidential Information only for the relevant Authorised Purpose.
    3. The obligations of non-disclosure and the limitation on the right to use Confidential
      Information set out in above shall not apply to you to the extent that it can
      demonstrate that such Confidential Information:

      1. was lawfully in your possession or control prior to the time of disclosure;
      2. was at the time of disclosure or thereafter becomes public knowledge
        through no fault or omission of yours (as the case may be);
      3. was lawfully obtained by you (as the case may be) from a third party under
        no obligation of confidentiality to the owner or discloser of such
        Confidential Information;
      4. was developed by you (as the case may be) independently of the
        Confidential Information;
      5. is required to be disclosed by any applicable laws or regulations, or court
        or governmental order, provided that you (as the case may be) gives us
        and/or the relevant Applicant or Issuer prompt notice of any such
        requirement and cooperate with us and/or the relevant Applicant or Issuer
        in limiting such disclosure; or
      6. was disclosed by you with our prior written approval of and/or that of the
        relevant Applicant or Issuer.
    4. The Confidential Information shall remain the property of the person disclosing such
      Confidential Information. These Terms shall not be deemed to directly or implicitly
      grant you or your respective representatives any intellectual property rights in any
      of the Confidential Information nor shall they be deemed to affect any transfer or
      assignment of, or grant of any licence or right to, any patent, copyright or other
      industrial or intellectual property right (including any products or processes deriving
      therefrom) belonging to the person disclosing the Confidential Information.
  • FURTHER WARRANTIES AND CONFIDENTIALITY

    1. You agree to indemnify us, our related corporations/affiliates and/or our respective
      directors, shareholders, employees, partners, representatives and/or agents
      against any action, liability, cost, claim, loss, damage, proceeding or expense,
      including solicitor and client costs and expenses (legal or otherwise), any fines, fees
      or penalties imposed by any regulatory authority by reason of or in connection with
      us having made available to you the KLDX Cash Account, access to the KLDX
      Platform, KLDX Token Account and/or the KLDX Materials or having entered into
      these Terms with you or enforcement of our rights under these Terms or in acting
      upon any Instructions which you may give in relation to the and/or the KLDX
      Materials or any negligence, fraud and/or misconduct on your part or your breach
      of these Terms
  • OTHER TERMS

    Amendments to the Terms

      1. KLDX may from time-to-time revise, add to, amend or update these Terms, as we
        deem appropriate.
      2. KLDX ’s rights to vary, amend or rescind these Terms may be exercised without the
        consent of any other person or entity and will take effect on a date specified by
        KLDX.
      3. Such changes will be published on the KLDX website and shall be effective and
        binding on you upon publication or as we may otherwise specify.
      4. Please visit the KLDX website regularly to check when the Terms were last updated
        (as displayed at the top of this document) and to review the current Terms. You
        agree that any notification of amendments in the above manner shall constitute
        adequate notice to you.

    Additional Terms

      1. In addition to these Terms, the access and/or use of specific aspects of your KLDX
        Account, KLDX Platform and/or the KLDX Materials may be subject to additional
        terms and conditions which will apply in full force and effect.

    Upgrades

      1. We may, from time-to-time upgrade or modify; suspend or discontinue the provision
        of; or remove the KLDX Materials (whether in whole or in part without any prior
        notice). We may also from time-to-time upgrade or modify the features and
        functionalities of your KLDX Account and KLDX Platform. Where these changes
        affect the use of your KLDX Account and the KLDX Platform, we will notify you of
        the changes on the KLDX Platform.
      2. In the event we carry out any of the aforesaid actions as set out in Paragraph 16.6
        above, we shall not be liable if any such upgrade, modification, suspension or
        discontinuation prevents you from accessing the same.

    Intellectual Property Rights

      1. All rights including copyrights, trademarks, patents as well as any other intellectual
        property rights in the products, services, content, information and data contained
        in or provided on/through the KLDX Platform, your KLDX Account and/or the KLDX
        Materials including all texts, graphics and logos are reserved to or retained by us
        and/or our licensor.
      2. You agree that you will not do anything that will violate or infringe such intellectual
        property rights and, in particular, you agree not to copy, download, publish,
        distribute, transmit, disseminate, sell, broadcast, circulate, exploit (whether for
        commercial benefit or otherwise) or reproduce, redistribute, hyperlink any of the
        information or content contained in or provided on/through the KLDX Platform,
        your KLDX Account and/or the KLDX Materials, in any form without our prior
        written consent or that of our licensor(s).
      3. You are not allowed to create or provide links to the KLDX Platform, your KLDX
        Account and/or the KLDX Material, without our prior written consent.
      4. Unless otherwise provided to expressly in these Terms, you acknowledge that you
        are not granted any licence, interest or right by virtue of your use of or access to
        the KLDX Platform, your KLDX Account and/or the KLDX Materials.

    Privacy

      1. We will, in the course of our relationship with you, manage any personal data that
        we collect through the KLDX Platform and/or your KLDX Account or that we
        otherwise obtain in connection with the above in accordance with our Privacy
        Policy set out at www.kldx.com which shall form part of these Terms. By entering
        into these Terms and Conditions, you expressly agree to us processing your
        personal data in accordance with the said Privacy Policy.

    Accuracy of Information

      1. While we will endeavour to ensure that all information and content, which may
        include opinions, projections and estimates provided by us on the KLDX Platform
        and KLDX Materials is accurate and up to date, we may change or update the
        information provided without notice.
      2. It is your responsibility to make your own assessment of the relevance, accuracy,
        adequacy, commercial value, completeness and reliability of any information and
        content on the KLDX Platform and /or KLDX Materials and where appropriate,
        obtain independent advice. Accordingly, we:

        1. makes no representation or warranty on the validity, accuracy or
          completeness of the information or materials provided in the KLDX Platform
          and/or the KLDX Materials;
        2. disclaims all liability for any errors or omissions in the KLDX Platform and/or
          the KLDX Materials;
        3. does not warrant that the KLDX Platform and KLDX Materials will meet the
          requirements of any persons;
        4. does not warrant that the KLDX Platform and KLDX Materials are free from
          any computer virus or other malicious, destructive or corrupting code, agent,
          program or macros; and
        5. does not warrant that any identified defect will be corrected
      3. We may provide links to third party materials or websites. You acknowledge that
        we do not endorse, nor represent to have reviewed or are responsible for the
        relevance, timeliness, accuracy, commercial value, completeness and reliability of
        such information, privacy policies, practices, content or services contained in such
        third-party materials which is accessible from or linked to the KLDX Platform.
      4. If you access and use any systems, services, content, materials, products or
        programmes of any third-party systems, services, content, materials, products or
        programmes contained in or provided on or through the KLDX Platform and/or the
        KLDX Materials, you acknowledge that you must comply with the relevant terms
        and conditions for the access or the use thereof. You further acknowledge that:

        1. we are not a party to any transaction, if any, between you and such third
          party;
        2. we do not endorse, sponsor, certify, or is not involved in the provision of such
          systems, services, content, materials, products or programmes contained in
          or provided on or through the KLDX Platform and/or the KLDX Materials; and
        3. we shall not be liable in any way for your access to and use of systems,
          services, content, materials, products or programmes of any third party, or
          for purchases or subscription made in relation thereto, each of which shall
          be your responsibility or that of the relevant third party.

    Governing Law

      1. These Terms shall be governed by and construed in accordance with the laws of
        Malaysia.

    Complaints

      1. Any complaints relating to any misconduct by any party relating to participation on
        the KLDX Platform or a breach of any of these Terms, KLDX Requirements may
        be submitted to support@kldx.com.
      2. All complaints received by us shall be reviewed and investigated through KLDX
        complaints process and such action as we deem appropriate will be taken based
        on its findings on the matter.

    Dispute Resolution

      1. Any dispute arising out of or in connection with these Terms, including any
        question regarding its existence, validity or termination, or relating to participation
        on the KLDX Platform, shall be referred to and finally resolved by arbitration
        administered by the Asian International Arbitration Centre (“AIAC”), in accordance
        with the Arbitration Rules of AIAC, for the time being in force, which rules are
        deemed to be incorporated by reference in this Paragraph 16.20. The seat of the
        arbitration shall be Kuala Lumpur, Malaysia. The Tribunal shall consist of one (1)
        arbitrator, to be agreed by the parties, failing which shall be appointed by the
        Director of AIAC. The language of the arbitration shall be English.

    Delegation of Performance

      1. We may delegate or sub-contract the performance of any of our functions in
        connection with your KLDX Account, KLDX Platform and/or the blockchain.
      2. We may assign our rights under these Terms to any third party. You shall not
        assign any of your rights or obligations under these Terms without our prior written
        approval.

    Successors Bound

      1. These Terms shall be binding on you and us and our respective heirs, personal
        representatives, successors in title or permitted assigns and will continue to bind
        you notwithstanding any change in our name or constitution or our merger,
        consolidation or amalgamation with or into any other entity (in which case these
        Terms will bind you to our successor entity).

    Invalidity

      1. If any provision of these Terms or part thereof becomes invalid, illegal, void, or
        unenforceable in respect of any law to which it is subject, the validity, legality and
        enforceability of the remaining provisions shall not in any way be affected or
        impaired.

    Failure to Exercise Rights not a Waiver

      1. No failure or delay on our part to exercise or enforce any rights conferred upon it
        under these Terms shall be deemed to be a waiver of any such rights or operate
        so as to bar the exercise or enforcement of these Terms at any subsequent time
        or times or prejudice our rights against you in any respect or render us responsible
        for any loss arising therefrom.
      2. Waiver of any right arising from a breach or non-performance of these Terms or
        arising upon default under these Terms shall be in writing and signed by us. We
        may grant time or other indulgence to you or any other person, without impairing
        or affecting in any way, our rights as against you or any other person.

    Language

    1. If these Terms are translated into a language other than English, the English text
      shall prevail.

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