1. PARTIES AND ACCEPTANCE. These Terms of Service ("Terms") constitute a binding agreement between you and KIBOV Pte. Ltd. ("KIBOV," "we," "us," "our") governing access to and use of the KIBOV website, applications, APIs, and related technology services (collectively, the "Platform"). The Platform provides institutional-grade infrastructure for accessing tokenized economic interests in credit-backed real-world asset ("RWA") pools and related workflows. By accessing or using the Platform, you agree to these Terms and to our Privacy Policy and Risk Disclosure as incorporated by reference. If you do not agree, you must not access or use the Platform. We may update these Terms; material changes will be communicated through the Platform or by other reasonable means where required by law. Continued use after the effective date of changes constitutes acceptance unless prohibited by applicable law.
2. ELIGIBILITY AND REPRESENTATIONS. The Platform is intended solely for persons who qualify as accredited investors, professional clients, institutional investors, qualified purchasers, or equivalent categories under the laws of their jurisdiction, and who are not restricted persons as described in Section 7. You represent and warrant that: (a) you have full legal capacity and authority to enter into these Terms; (b) you meet applicable eligibility requirements; (c) you are not accessing the Platform on behalf of a retail client in contravention of law; (d) all information you provide for identity verification, anti-money laundering ("AML"), counter-terrorist financing ("CTF"), and know-your-customer / know-your-business ("KYC" / "KYB") processes is accurate and complete. We may verify eligibility at any time and suspend or terminate access if eligibility cannot be confirmed or if required by law. Offerings made available through the Platform are conducted in reliance on exemptions from public offering and prospectus requirements where applicable; no regulatory authority has approved or endorsed the merits of any interest unless expressly stated in writing for a specific offering.
3. NO ADVICE; INFORMATION ONLY. Nothing on the Platform constitutes legal, tax, accounting, or investment advice, or an offer or solicitation in any jurisdiction where such offer or solicitation is unlawful. You are solely responsible for evaluating whether any subscription, transaction, or holding is suitable for you. You should obtain independent professional advice before making investment decisions.
4. NATURE OF PRODUCTS; HOLD-TO-MATURITY; INTERNAL LIQUIDITY. Interests in credit-backed RWA pools are generally structured with hold-to-maturity or similar economics as described in the applicable private placement memorandum, information memorandum, or pool documentation (collectively, "Offering Documents"). The Platform may surface tools for rule-based internal liquidity or platform-governed transfers where permitted by the Offering Documents and applicable law. Such tools do not constitute an unrestricted secondary market for underlying credit claims, an over-the-counter venue for those claims, or a public exchange. Any liquidity is subject to platform rules, smart-contract constraints, and applicable law, may be suspended, and is not guaranteed.
5. BANKRUPTCY REMOTENESS AND SPV STRUCTURES. Underlying credit assets and receivables may be held or mirrored through one or more special-purpose vehicles ("SPVs") or similar entities established to achieve segregation from originators, servicers, and the Platform operator, as described in the Offering Documents. Such structures are intended to support bankruptcy remoteness in line with structured-finance practice. No assurance is given that remoteness will be recognized in every insolvency proceeding or jurisdiction, or that recoveries will equal book values. Your contractual counterparties, rights, and remedies are defined in the Offering Documents and applicable agreements—not in these Terms alone.
6. SMART CONTRACTS AND SUPPORTED NETWORKS. The Platform may interact with smart contracts deployed on public blockchain networks (including, without limitation, Ethereum-compatible Layer-2 networks such as Base and other networks we designate). On-chain execution is determined by deployed code and network consensus. KIBOV does not warrant that smart contracts are free of defects or that networks will remain available, unchanged, or free of attack. Confirmed on-chain transactions are generally irreversible. You are solely responsible for verifying addresses, amounts, chain IDs, and calldata before signing.
7. NON-CUSTODY OF YOUR WALLET. Unless you separately enter into a written custody agreement with us or an affiliate, you retain control of your non-custodial wallet and private keys. KIBOV does not have access to your private keys and does not custody digital assets in your personal wallet. You are solely responsible for key security, seed phrases, and device compromise. Loss of keys may result in permanent loss of assets.
8. RESTRICTED PERSONS AND TERRITORIES. The Platform is not directed at, and you must not use it if you are: (a) a "U.S. person" as defined under U.S. securities laws, unless a specific exemption applies and we have expressly permitted access in writing; (b) located in, resident in, or organized under the laws of any jurisdiction where access would require registration or licensing we have not obtained; or (c) on any sanctions, embargo, or prohibited-persons list. We may use technical and operational measures, including geo-restrictions and KYC outcomes, to enforce eligibility.
9. FEES. If fees apply to your use of the Platform or specific services, they will be disclosed before you incur them or as set out in the Offering Documents. Blockchain network fees ("gas") are paid by you to the network, not to KIBOV, unless otherwise stated.
10. LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, KIBOV AND ITS AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, AND AGENTS SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOSS OF PROFITS, DATA, GOODWILL, OR OPPORTUNITY, ARISING FROM YOUR USE OF THE PLATFORM, UNDERLYING ASSET PERFORMANCE, SMART CONTRACTS, THIRD-PARTY SERVICES, REGULATORY ACTIONS, OR MARKET EVENTS—INCLUDING TOTAL LOSS OF PRINCIPAL. OUR AGGREGATE LIABILITY FOR ANY CLAIM ARISING OUT OF THESE TERMS OR THE PLATFORM SHALL NOT EXCEED THE GREATER OF (A) THE FEES ACTUALLY PAID BY YOU TO KIBOV FOR THE PLATFORM IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM, OR (B) ONE HUNDRED SINGAPORE DOLLARS (SGD 100), EXCEPT WHERE LIABILITY CANNOT BE LIMITED BY LAW. SOME JURISDICTIONS DO NOT ALLOW CERTAIN LIMITATIONS; IN SUCH CASES OUR LIABILITY IS LIMITED TO THE FULLEST EXTENT PERMITTED.
11. INDEMNITY. You agree to indemnify, defend, and hold harmless KIBOV and its affiliates from any claims, losses, damages, and expenses (including reasonable attorneys' fees) arising from your use of the Platform, your breach of these Terms, your violation of law, or your infringement of third-party rights.
12. GOVERNING LAW AND DISPUTE RESOLUTION. These Terms are governed by the laws of Singapore, excluding conflict-of-law rules that would apply another law. Any dispute arising out of or relating to these Terms or the Platform shall be finally resolved by arbitration administered by the Singapore International Arbitration Centre ("SIAC") in accordance with the SIAC Arbitration Rules in force at the time of the notice of arbitration. The seat of arbitration is Singapore. The language of the arbitration is English. One arbitrator shall be appointed unless the parties agree otherwise or the Rules provide for three. Notwithstanding the foregoing, either party may seek interim or injunctive relief in the courts of Singapore to protect confidential information, intellectual property, or to enforce arbitral awards. If any part of this arbitration clause is held unenforceable, the remainder shall continue in effect.
13. MISCELLANEOUS. These Terms, together with the Privacy Policy, Risk Disclosure, and any executed Offering Documents that expressly apply to you, constitute the entire agreement regarding the subject matter. If any provision is invalid, the remainder remains in effect. You may not assign these Terms without our consent; we may assign in connection with a merger or sale of assets. Waivers must be in writing. Headings are for convenience only.