These platform services terms and conditions for investors (hereinafter referred to as the "Terms and Conditions") are an agreement between XSpring Digital Co., Ltd., a company incorporated and existing under the laws of Thailand, having its registered office located at No. 59, Siri Campus, Building D, 1st Floor, Soi Rim Khlong Phra Khanong, Phra Khanong Nuea Sub-district, Vadhana District, Bangkok 10110, operating the business as an ICO portal service provider approved by the Office of Securities and Exchange Commission (the "Office of the SEC") under the Notification of the Securities and Exchange Commission No. GorJor. 16/2561 re: Rules, Conditions, and Procedures for the Approval of the ICO Portal Service Provider, dated 3 July 2018 (the "Notification GorJor. 16/2561") issued under the Emergency Decree on the Digital Asset Businesses, B.E. 2561 (2018) (the "Digital Asset Decree") as amended from time to time, (hereinafter referred to as the "Service Provider"); and any investor wishing to use the Service Provider's ICO portal system (as defined below) to invest in digital tokens offered through the ICO portal system (hereinafter referred to as the “Investor” or “Investors”), each a "Party" and collectively the "Parties". The Terms and Conditions apply to any access to and use of service by the Investor with respect to the ICO portal system, a platform providing digital token offerings.

Prior to using the service, the Investor must agree with any terms or conditions hereof including other terms and conditions or contracts related to the provision of services (if any). The Service Provider may, at its own discretion, amend the Terms and Conditions including other terms or contracts related to the provision of services at any time by publishing that amendment on its Website and/or application or through any other means determined from time to time by the Service Provider. That amendment shall become effective upon completion of the period determined by the Service Provider, however, such period will not be less than 7 (seven) days from the date of posting on the Website and/or application or by any other means that the Service Provider has notified the Investor (as the case may be), unless such amendment is a legal amendment which shall become effective from the date of publication of the amendment on the Website and/or application or by any other means that the Service Provider has notified the Investor (as the case may be). If the Investor continues to use the service after the date of the amendment of the Terms and Conditions including other agreements or contracts related to the provision of services, it is deemed that investors accept and agree to comply with any amendments and changes that have been made. However, in the case that the Investor does not wish to agree or comply with such amendment and changes of the Terms and Conditions, the Investor can submit an objection to the amendment or such changes in writing to the Service Provider before the date of the amendment or change will be effective. The Service Provider reserves the right to cancel service temporarily or terminate service for Investor who does not agree with such amendments or changes.

1. Definitions and interpretation

1.1 Definitions

Unless otherwise defined herein, the capitalized terms used herein shall have the following meanings.

"Token Wallet" means a digital token wallet for storage of Digital Tokens.

"Cryptocurrency" means an electronic data unit created on an electronic system or network for the purpose of being used as a medium of exchange for the acquisition of goods, services or any other rights, or the exchange of digital assets, and includes any other electronic data unit as specified in the notifications of the Securities and Exchange Commission.

"Subscription Order" means the Investor's request to subscribe for Digital Tokens in a form required by the Service Provider and the order has been completed and verified by the Investor to express its intention to subscribe for Digital Tokens from the Digital Token Issuer.

"Subscription Price" means an amount in Thai baht, or in Cryptocurrency specified by the Service Provider, that the Investor wishing to subscribe for Digital Tokens must pay for the subscription thereof through the Service Provider's Platform.

"Project" means a project or business under the Digital Token Issuer's business plan, for which fundraising is launched by the Digital Token Issuer by way of an initial coin offering (the ICO) through the Service Provider's Platform.

"SET" means the Stock Exchange of Thailand.

"Digital Token" means Utility Token, Investment Token or any other kinds of Digital Tokens that can be subscribed under the relevant laws.

"Utility Token" means electronic data units created on an electronic system or network for the purpose of specifying the right to acquire specific goods or specific services, or any other specific rights set forth in an agreement between the Digital Token Issuer and the token holders.

"Investment Token" means electronic data units created on an electronic system or network for the purpose of specifying the right of a person to participate in an investment in any project or business.

"Group Companies" means Parent Companies, Subsidiaries, Same Level Subsidiary Companies and Associate Companies of the Service Provider.

"Parent Companies", “Subsidiaries”, "Same Level Subsidiary Companies", and "Associate Companies" shall have the same meaning as the definition of such term set forth in the Notification of the Securities and Exchange Commission regarding the determination of definitions in notifications relating to issuance and offer securities.

"User Account" means a Platform service account opened and maintained by the Investor or the Digital Token Issuer with the Service Provider for the purpose of accessing and using the Service Provider's Platform.

"Subscription Account" means an account opened with any commercial bank to perform the duties for maintaining subscription funds of any Investor which is in accordance with the rules, conditions, and procedures under relevant laws.

"Registration Statement and Prospectus " means a registration statement and prospectus for the offering of Digital Tokens that is prepared according to the rules specified in the Notification of the Securities and Exchange Commission No. GorJor. 15/2561 re: Public Offering of Digital Tokens (ICO), dated 3 July 2018 issued under the Digital Asset Decree, as may be amended from time to time.

"Individual Investor" means other investor not being the Institutional Investor, Ultra High Net Worth Investor or High Net Worth Investor.

"High Net Worth Investor" shall have the same meaning as the definition of such term set forth in the Notification of the Securities and Exchange Commission regarding Determination of the Definitions of Institutional Investor, Ultra High Net Worth Investor and High Net Worth Investor.

"Ultra High Net Worth Investor" shall have the same meaning as the definition of such term set forth in the Notification of the Securities and Exchange Commission regarding Determination of the Definitions of Institutional Investor, Ultra High Net Worth Investor and High Net Worth Investor.

"Institutional Investor" shall have the same meaning as the definition of such term set forth in the Notification of the Securities and Exchange Commission regarding Determination of the Definitions of Institutional Investor, Ultra High Net Worth Investor and High Net Worth Investor.

"Digital Token Issuer" means a digital token issuer who wishes to issue and offer digital tokens in accordance with the rules, conditions, and procedures under the Digital Asset Decree and other relevant notifications.

"Subscription Value" means a price that the Investor wishes to invest in subscribing for Digital Tokens in any Project.

"Platform" means an offering related ICO portal system according to the rules specified in the Notification GorJor. 16/2561.

"Offering Period" means a period during which the Investors may subscribe for Digital Tokens, as specified by the relevant Digital Token Issuer.

"Website" means https://www.xspringdigital.com, or any other website designated by the Service Provider.

"Intellectual Property Rights" means the following rights in their full form (including any other rights extended from these rights, or the rights arising from the renewal or modification of these rights), that are enforceable worldwide:

(a). patents, registered product designs, product design rights, technical or business knowledge, trademarks, service marks, trade name and business name (including goodwill associated with brand name), copyrights, moral rights, performer rights and broadcasting rights, any other legitimate rights under these Terms and Conditions, database rights and rights to domain names, geographical rights, utility models, including rights and privileges incidental to the registration or the filing of applications for registration, and rights to file applications to register any of the foregoing rights, and other rights similar thereto;

(b). fair competition and remedy for any act that is a passing off;

(c). trade secrets, confidential information, and any other right of ownership, including rights to know-how and technical information; and

(d). any intellectual or industrial property rights.

1.2. Interpretation

In these Terms and Conditions:

(a). references to any documents (including these Terms and Conditions) are references to the documents as amended, compiled, supplemented, modified, or replaced from time to time;

(b). references to recitals, clauses, or schedules are references to the recitals, clauses, or schedules of these Terms and Conditions. The recitals and schedules are also deemed an integral part hereof, and references to these Terms and Conditions include the recitals and schedules;

(c). headings contained in these Terms and Conditions for ease of reference only and have no effect upon the construction or interpretation of the Terms and Conditions or the intent of the Parties; and

(d). references to any legislation, rules, regulations, or notifications in these Terms and Conditions are references to such legislation, rules, regulations, or notifications as may be amended or supplemented from time to time and include their re-enactments.

2. Connecting with a Token Wallet

2.1. For the purpose of using the Service Provider's Platform under these Terms and Conditions, the Investor agrees and acknowledges that the Investor must connect its Token Wallet with its User Account, in order to receive Digital Tokens issued by the Digital Token Issuer under the Project in which the Investor decides to invest under these Terms and Conditions if that Project fundraising is successful.

2.2. The Service Provider agrees and acknowledges that the Investor is solely responsible for opening or maintaining the Token Wallet. The Service Provider does not take any part therein. In any case, the Investor acknowledges that if the Project fundraising is successful, the Investor may not receive the subscribed Digital Tokens until the Investor successfully connects the Token Wallet with its User Account. The Investor must confirm the connecting of its Token Wallet before receiving the subscribed Digital Tokens within the specified time.

2.3. The Investor agrees to not connect its User Account with any person's Token Wallet other than its own Token Wallet. The Service Provider is not obligated to examine whether or not the Token Wallet connected with the Investor's User Account is that of the Investor. In no case shall the Service Provider be liable for any loss or damage to the Investor or any other person as a result of that connecting.

3. Qualifications of the Investor

3.1. The Investor agrees and acknowledges that the Investor may make an investment through subscribing for Digital Tokens offered through the Platform only if the following requirements are met:

(a). the Investor has completely registered, filled in the information to use the services and open the User Account as specified by the Service Provider on the Platform and must maintain such account status throughout the service of the Service Provider;

(b). the Investor has passed the identification and authentication process according to the Service Provider's procedures and steps for opening the User Account as referred in (a), and any other rules that the Service Provider may from time to time prescribe and inform the Investor;

(c). the Investor is not a person who may have access to inside information due to the performance of its duties as the Service Provider of the Platform under these Terms and Conditions, or any other person whose duties are related to that inside information unless it is in accordance with the rules and conditions prescribed in the notifications of the Securities and Exchange Commission issued under the Digital Asset Decree and internal policies of the Service Provider.

(d). the Investor is domiciled or resides in any country designated by the Service Provider;

if the Investor is a natural person, the Investor must reach the age of majority and have the full capacity under the law to enter into and perform its obligations under these Terms and Conditions as well as to execute any documents or transactions relevant to the use of the Platform and the performance of its duties as the Investor. The Investor has taken all necessary actions to authorize the entry into and performance of these Terms and Conditions;

(e). if the Investor is a corporate investor, the Investor must be a company duly incorporated and validly existing under the laws of Thailand or the laws of the country in which it was incorporated and have the full capacity under the law to enter into and perform its obligations under these Terms and Conditions as well as to execute any documents or transactions relevant to the use of the Platform and the performance of its duties as the Investor. The Investor has taken all necessary actions to authorize the entry into and performance of these Terms and Conditions.

(f). if the Investor is the Ultra High Net Worth Investor, the Investor must have qualifications described in clause 1.1 (Definitions);

(i). if the Investor is the High Net Worth Investor, the Investor must have qualifications described in clause 1.1 (Definitions);

(j). if the Investor is an Institutional Investor, the Investor must have qualifications described in clause 1.1 (Definitions);

(k). the Investor has prepared and delivered full, complete and correct information as requested by the Service Provider;

(l). the Investor has an explicit and existing address and contact number;

(m). the Investor has signed these Terms and Conditions; and

(n). the Investor has correctly and fully performed any other acts additionally required by the Service Provider.

3.2. The Investor agrees to not register for the services for more than one User Account. The Investor will not register for the services for any person other than itself. In registering for the services, the Investor will act through its company's authorized person only in the case where the Investor is the company.

3.3. The Investor agrees to report to the Service Provider as soon as practicable if the Investor no longer meets the full qualifications required under these Terms and Conditions or fails to meet any provision under these Terms and Conditions. If the Investor reports to the Service Provider, or the Service Provider becomes aware by itself of that failure, the Service Provider will immediately suspend services to the Investor.

4. Relationship between the Service Provider and the Investor

The Service Provider and the Investor acknowledge that these Terms and Conditions are not deemed to create any legal relationships of partnership, joint venture, principal – agent, or employer – employee relationship between the Service Provider and the Investor, or to authorize a Party hereto to perform any acts on behalf of the other Party.

5. Use of the Platform

5.1. In investing in the Digital Tokens offered through the Platform, the Investor must comply with the process and procedures specified on the Platform.

5.2. The use of the Platform and the User Account is subject to the relevant terms and the Service Provider's policy including privacy policy, as may be amended from time to time.

5.3. Transactions executed between the Investor and the Service Provider shall be subject to the following provisions:

(a). The Investor agrees and accepts that by signing these Terms and Conditions, the Investor declares its intention to use services in executing transactions with the Service Provider via the Internet. After the Service Provider permits the Investor to open a User Account for using the Platform, the Service Provider will inform the Investor its user ID and password confirmation via the email registered by the Investor. The Investor will set its own user ID and password in accordance with the procedures required by the Service Provider. The Investor must prevent any person from knowing its password, and keep confidential its user ID and password, as well as finding measures to prevent any person from knowing or using the Investor's user ID and password. If the Investors believes that any person can access to its User Account without authorization through any means, the Investor must immediately inform the Service Provider.

(b)The Investor agrees and accepts that if any person uses the Investor's user ID and password to execute any transaction, to view any data, information and news on the Website or the Platform, and/or to do any act by using the Investor's user ID and password, that transaction or act is deemed valid and binding upon the Investor. The Investor is responsible for all results and damage arising as if the Investor had done such act itself regardless of whether that act is dishonestly done and/or is done by a third party, except for the act dishonestly, gross negligently or willfully done by the Service Provider.

(c)The Investor may execute a transaction through the Internet by using its user ID and password used for investment in Digital Tokens offered through the Platform. However, the Investor acknowledges and accepts that provision of services to the Investor is at the discretion of the Service Provider. The Service Provider is entitled to confirm the Investor's order through the Internet or by any other means the Service Provider finds appropriate and the Investor agrees to accept the result of that transaction.

(d). The Investor understands and acknowledges risks that may arise from transactions executed through the Internet, such as, loss of data in transit, delay or failure in delivery of information or data, any network, equipment or device failure preventing normal operations, discrepancy of information or data received on account of limitation of the use of the Internet. If any damage occurs from any of the foregoing events, the Investor agrees to not recover any damages from the Service Provider, and that damage shall be at the Investor's own risk.

(e)The Investor agrees and acknowledges that if the Service Provider's system suspends, temporarily or permanently, the use of the Investor's user ID or password on account of the Investor which resulting from the Investor or any other person entering incorrect user ID or password, or any reason whatsoever, and the suspension results in any electronic transaction executed or agreed earlier by the Investor to be executed being suspended, the Investor agrees to not recover from the Service Provider any and all damages arising from the suspension. If the Investor wishes to terminate the suspension of the transaction executed through the Internet by the Service Provider's Platform, the Investor must fully satisfy the procedures required by the Service Provider.

5.4. The Investor agrees and acknowledges that, subject to the terms and rules required by the Digital Token Issuer or the Service Provider (if any), the Platform may display information about the Digital Tokens offered by the Digital Token Issuer under any Projects of the Digital Token Issuer that the Investor is able to access and send the Subscription Order to subscribe for the Digital Tokens under the Project.

5.5. The consent by the Service Provider given to the Investor to open the User Account or use the Platform does not constitute a guarantee that the Service Provider gives its consent to the Investor to invest in the Digital Tokens offered through the Service Provider's Platform. The Service Provider reserves its right to, or to not, approve the Investor to use the Platform for investing in the Digital Tokens under any Project to the extent permitted by law.

5.6. After completing its registration for the services, the Investor agrees not to perform any actions that changes or interferes with the Platform, or to access the Platform for any purpose other than normal use.

5.7. The Service Provider may inspect the access to, and the use of the Platform by the Investor to examine any inappropriate acts.The Investor agrees to submit information and/or any other documents to the Service Provider within a reasonable time period as requested by the Service Provider.

5.8. The Investor agrees to use the Service Provider's Platform services for lawful purposes only in accordance with the provisions of these Terms and Conditions, and to comply with the applicable laws.

5.9. The Investor agrees to regularly maintain, add, and amend information in the User Account of the Investor in order to remain up-to-date at all times.

5.10. If the Investor wishes to make any suggestions, comments or complaints about the use of the Platform, the Investor can contact the Service Provider via support@xspringdigital.com or https://www.xspringdigital.com, or call 02-030-3730on Monday to Friday at 9:00 a.m. to 6:00 p.m.

6. Steps and procedures for subscribing for the Digital Tokens through the Platform

6.1. After the Investor has completed the registration for the Platform services and the Service Provider has accepted the Investor as a user of the Platform, the Investor agrees to accept the result of the Investor classification by the Service Provider. The Investor is entitled to invest in any Project offered through the Platform (unless the Investor is otherwise notified by the Service Provider) by submitting the Subscription Order for the Digital Tokens offered under any Project through the Platform.

6.2 Unless otherwise specified by the Service Provider, the Investor agrees and acknowledges the following conditions:

(a). The Investors have the right to subscribe for the Digital Token Issuer's Digital Tokens at any time during the Offering Period specified by the Digital Token Issuer;

(b). A subscription by the Investor must include full and complete information required by the Service Provider, including but not limited to the Subscription Value and a subscription amount; and

(c). Prior to subscribing for the Digital Tokens, if the Investor is not the Institutional Investor, Ultra High Net Worth Investor or High Net Worth Investor, unless the Investor has passed the investment knowledge questionnaires within the previous 3 (three) months, the Investor must successfully pass the investment knowledge questionnaires and be able to give all correct answers.

6.3. The Investor agrees and acknowledges that the Investor can make payment of the Subscription Price in Thai baht. The Investor agrees to make that payment before closing the Offering, except in the case of necessary and appropriate reasons as specified by the Service Provider, by transferring the baht payment equivalent to the Subscription Value to the Subscription Account. The Service Provider may consider receiving the payment for the Subscription Price otherwise whereby the Service Provider will further notify rule, conditions and methods of receiving such payment to the Investor.

6.4. The Digital Token Issuer will consider accepting the Investor's Subscription Order sent via the Platform when all of the following conditions have been met:

(a). The subscription contains full and complete information required by the Service Provider;

(b). The Offering Period specified by the Digital Token Issuer ends;

(c). The Service Provider sends the Digital Token Issuer a summary of results of the offering for approval;

(d). The subscription is in accordance with other conditions set forth by the Digital Token Issuer, and presented in the Project information published on the Platform; and

(e) Receive complete and correct Subscription Price from the Investor.

If the subscription for Digital Tokens by the Investor is accepted, the Service Provider will send the confirmation thereof to the Investor by email or via other channels specified by the Service Provider.

6.5. The Investor agrees and accepts that a subscription for Digital Tokens under any Project is irrevocable, if the Investor has paid the Subscription Price, whether in whole or in part, to the Service Provider, unless and until the Service Provider notifies the Investor that the subscription is rejected, or if there are any other necessary reasons specified by the Service Provider.

6.6. The Investor agrees and accepts that the Service Provider has the power to:

(a). consider whether a particular subscription is appropriate;

(b). reject an inappropriate subscription; and

(c). consider allocating Digital Tokens according to rules specified in the relevant Registration Statement and Prospectus or rules set forth by the Service Provider.

6.7. The Investor agrees and accepts the procedures and results of the allocation as specified in these Terms and Conditions.

6.8. The Investor agrees and accepts that the Service Provider has no duty to accept the subscription of Digital Tokens on behalf of the Digital Token Issuer. Receiving the Subscription Order on the Platform does not obligate the Service Provider to accept, execute or effectuate the subscription. The Service Provider may reject or revoke any subscription for Digital Tokens. The Service Provider does not warrant or guarantee that the subscription of Digital Tokens will be successful as intended by the Investor.

6.9. The Service Provider will notify the Investor subscribing for Digital Tokens in the case that the target Subscription Value is reached, or that the target Subscription Value cannot be reached within the Offering Period. If the subscription is successful, the Service Provider will provide the following information to the Investor:

(a). name of the Digital Token and the Digital Token Issuer;

(b). numbers of the Digital Token subscribed for and the price per unit, the total amount of the Subscription Price, including fees and other expenses (if any);

(c). names of the Investors subscribing for Digital Tokens; and

(d). other related information specified by the Service Provider.

6.10. Upon occurrence of any of the following events, the Service Provider will refund the payments for the Subscription Price to the Investors within 7 (seven) days:

(a). the Digital Token Issuer fails to reach the target Subscription Value within the Offering Period; or

(b). there are reasonable grounds to believe that the Digital Token Issuer has disclosed false or incomplete information in any material respect, or has acted unfairly to take advantage of the Investors, provided the Service Provider has not yet confirmed the completed Digital Tokens subscription to the Digital Token Issuer, and is lawfully and contractually entitled to refund payments for the Subscription Price to the Investors under this circumstance.

6.11. Upon occurrence of any of the following events, the Service Provider will refund the payments for the Subscription Price to the Investors within 10 (ten) business days after the date of closing the subscription or as specified in the Registration Statement and Prospectus:

(a). the number of the allotted Digital Tokens are oversubscribed;

(b). the Service Provider revokes the Investor's subscription for the reason that the Investor fails to comply with the rules set forth by the Service Provider in connection with subscription and/or acceptance of Digital Token; or

(c). the subscription for Digital Token is rejected by the Service Provider.

6.12. If the subscription is successful, the Digital Token Issuer will issue Digital Tokens to the Investor by transferring those Digital Tokens to the Token Wallet that the Investor has connected with its User Account before the payments for the Subscription Price kept in the Subscription Account will be transferred to the Digital Token Issuer.

6.13. The Investor agrees and accepts that the Service Provider has no responsibility whatsoever in connection with the issuing of Digital Tokens to the Investor. The Service Provider gives no representation or warranty that the transfer of Digital Tokens will be successful or that the Digital Token Issuer will use its best efforts to make the Investor become the owner of the Digital Tokens.

6.14. The Investor agrees to enter into, sign, and deliver any terms and conditions, documents or instruments, and to do any other acts as reasonably necessary, as well as to cooperate with the Service Provider or the Digital Token Issuer to affect the issuance of Digital Tokens to the Investor.

6.15. The Investor acknowledges that the Service Provider provides a channel for communication between the Investor and the Digital Token Issuer through the Service Provider's Website.

7. Duties and responsibilities of the Investor

7.1. The Investor represents and warrants that access to and use of the Platform by the Investor is as specified by law. The Investor accepts that any action engaged in through the Platform is under limitations, conditions and terms of use, information disclosure, disclaimer, and investment risks, as well as other terms that the Service Provider will give notice of to the Investor (by electronic means or otherwise).

7.2. Before sending the Subscription Order, the Investor agrees to confirm and certify the information for delivery of the Subscription Order by signing it every time. The signing may be by electronic signature by any method specified by the Service Provider. The information confirmed and certified includes but is not limited to the Investor's qualification, the level of risk that the Investor is prepared to accept from its investment in the Project. The Investor accepts that the Investor has a responsibility and a duty to study and understand all information so confirmed and certified for delivering the Subscription Order. The Investor must confirm and certify that information provided by the Investor to the Service Provider is true, accurate and complete.

7.3. If the Service Provider notifies the Investor that the subscription is successful within the specified time, the Investor agrees to inspect the result of its payment for the subscription. The Investor understands and acknowledges that the Service Provider does not provide any services relating to loans, funding or financing to the Investor for investment.

7.4. If the subscription is successful, the Investor agrees to (irrevocably) appoint the Service Provider as its agent to debit a balance in the Subscription Account for payment for the subscription without advance notice so as to pay the Digital Token Issuer for the subscription on behalf of the Investor.

7.5. The Investor agrees to provide information, documents, and other cooperation upon the request of the Service Provider for compliance with the applicable laws, including but not limited to the law on digital asset businesses, the law on anti-money laundering, the law on anti-financing of terrorism and proliferation of weapons of mass destruction, and the exchange control law.

8. Duties and responsibilities of the Service Provider

8.1. The Service Provider agrees to provide the Platform services by complying with standards set forth in laws and regulations prescribed by the notification of the Office of the SEC, as may be amended from time to time.

8.2. The Service Provider will ensure that the offering and subscription for Digital Tokens will be as specified in the Registration Statement and Prospectus, as well as rules set forth in the notifications of the Securities and Exchange Commission regarding public offering of digital token, issued under the Digital Asset Decree.

8.3. The Service Provider agrees to have the information about any conflicts of interest, particularly conflicts of interest between the Investor and the Service Provider and those involved with the business, disclosed.

8.4. The Service Provider agrees to provide services of the Platform to the Investor where the Service Provider will collect and assess the Investor’s information so as to know and classify that Investor, and to consider the Investor's ability to comply with these Terms and Conditions. This will allow the Service Provider to propose services that suit the Investor type. The Service Provider agrees to provide information and appropriate cautions to Investors in each type. If any Investor refuses to provide information or the information available is materially insufficient or not updated, or there is reasonable suspicion that may prevent the Service Provider from classifying any Investor, that Investor agrees that the Service Provider will classify it as the Individual Investor. The Service Provider agrees to notify Investors of their classification result, as well as rights and limitations of each type of the Investors.

8.5. In contacting or providing services to the Investor, the Service Provider agrees to disclose information about the Platform services to the Investor and, upon any change of that information, the Service Provider agrees to disclose information about that change to the Investor before the subscription to allow the Investor to use the information in making a decision to use the services and to consider about any risk that may arise from the use of services. Service information will be as described in laws and regulations prescribed by the notification of the Office of the SEC, as may be amended hereafter.

9. Representations and warranties

The Investor represents and warrants to the Service Provider as follows:

9.1 Status

The Investor possess all qualifications specified in clause 3 above (Qualifications of the Issuer).

9.2. Binding obligation

The obligations that the Investor must perform under these Terms and Conditions are lawful, valid, binding upon and enforceable against the Investor.

9.3. Non-conflict with other obligations

The execution of and the transactions contemplated by these Terms and Conditions do not and will not conflict with:

(a) any applicable laws or regulations; its constitutional documents (if the Investor is a juristic person);

(b). any agreement or instrument binding upon it and/or its assets;

(c). any order or judgment of any governmental, regulatory authority, or court having jurisdiction applicable to it and/or its assets;

(d). any contractual restriction binding upon or affecting it and/or its assets.

9.4. Power and authority

The Investor has the power to enter into, perform, deliver, and take any necessary action to authorize the entry into, performance and delivery of, its obligations under these Terms and Conditions and the transactions contemplated by these Terms and Conditions.

9.5. Correctness and veracity of information

On the date the information is given, or the specified date:

(a) all personal data provided by the Investor to the Service Provider, any information regarding the registration or the Subscription Order, or any other information provided by the Investor is true and accurate in all material respects, and is not misleading in any material respect; and

(b). nothing has occurred or been omitted from, and no information has been given or withheld that results in the information provided being untrue or misleading in any material respect.

10. Fees and expenses

10.1. The Investor agrees and accepts that unless otherwise notified by the Service Provider, no fee or expense is charged for the use of the Platform by the Investor.

10.2. The Service Provider is entitled to reimbursement of expenses incurred in performing its duties hereunder, such as fees collected by commercial banks, and expenses other than those specified above that are incurred in performing its duties hereunder. The Service Provider has the duty to submit evidence of expenses incurred in performing its duties to the Investor. Whenever the Service Provider receives reimbursement of expenses according to the evidence, the Service Provider must issue a receipt to the Investor.

10.3. The Investor agrees to be responsible for any fees and/or expenses that arise from the transaction.

11. Taxes

11.1. The Investor acknowledges and understands that the Service Provider does not provide advice or recommendations on taxes, duty, and related financial matters. Therefore, the Service Provider recommends that the Investor consult with an independent tax or financial advisor on these matters if the Investor is uncertain about tax or financial consequences of the entry into these Terms and Conditions.

11.2. The Investor is responsible for paying its own taxes and duty that may arise from the operation of its business and/or the use of the Service Provider’s Platform, including the receipt of any profits or similar interests from investing in the Digital Tokens offering through the Platform, to the relevant taxation authority. The Investor acknowledges that the Service Provider has no duty to withhold tax on behalf of the Investor.

11.3. Each Party confirms and accepts that it is personally liable and (at all times) responsible for its own duty and tax obligations (including the filing of tax returns, payment of taxes, etc.) arising under the applicable law, including the fees and expenses paid to, or received by, either Party hereto or any third party under the scope of these Terms and Conditions.

11.4. All fees and expenses payable by the Investor to the Service Provider hereunder are exclusive of value added tax (VAT). If these fees and expenses are subject to value added tax (VAT), the Service Provider has the right to collect value added taxes (VAT) from the Investor at the rate specified by law. The Service Provider will issue and deliver tax invoices containing correct and complete statements prescribed by law to the Investor.

11.5. Unless specified otherwise in these Terms and Conditions, if the Investor has the duty to withhold and/or remit taxes, duty or any sums to the government authority, taxation authority, or any other regulatory authority under law, when the Investor pays any fee, expense, or other money to the Service Provider under these Terms and Conditions, the Investor will withhold tax, duty, or any other sums from that fee, expense, or other money and remit it to the relevant authorities, according to the rate and period of time specified by law. The Investor agrees to immediately issue evidence of that withholding and remittance, containing correct and complete statements or particulars prescribed by law, and deliver it to the Service Provider (such as withholding tax certificate). If the Investor fails to issue evidence, or issues evidence with incomplete statements or particulars, to the Service Provider, the Investor will be liable to compensate for damage, including but not limited to tax, duty, surcharge, penalty, and fine, including any damage that is or will be incurred by the Service Provider as a result of the Investor's failure or action as stated above.

11.6. If these Terms and Conditions are subject to stamp duty, the Investor has the sole duty and responsibility to pay it including any surcharge (if any) in full within the period specified by law.

12. Intellectual Property Rights

12.1. All Intellectual Property Rights to, arising from, or associated with the Platform, the Website, software, and systems related to the Platform, including any improvements, modifications, or further developments associated with the Intellectual Property Rights, belong to the Service Provider. The Investor acknowledges and agrees that the use of the Service Provider's Intellectual Property Rights is only limited to that permitted under these Terms and Conditions. These Terms and Conditions do not give rise to the transfer of the Service Provider's Intellectual Property Rights.

12.2. The Investor acknowledges that for the Intellectual Property Rights owned by a third party, the use of these Intellectual Property Rights by the Investor is conditional pursuant to the license granted to the Service Provider in writing by the owner of the relevant intellectual property and is subject to the conditions licensing the Service Provider to permit the Investor to use these Intellectual Property Rights.

12.3. The Investor agrees not to:

(a). circumvent any technical restrictions in the software;

(b). reverse engineer, dissemble, or decompile the software, except as expressly permitted by applicable laws;

(c). disseminate, copy (except for permitted backup purposes);

lease, lease on hire purchase, or lend the software; or

(d). cause damage to the Platform, the Website, software, and systems associated with the Platform.

13. Disclaimer and investment risk

13.1. The Investor agrees and accepts that the Service Provider does not provide advice or recommendations regarding suitability of the Digital Tokens in each Project that are offered through the Platform. The Investor agrees and accepts that investment in Digital Tokens has risk exposure. The Investor makes its own investment decisions through the Service Provider's Platform. The Investor is responsible for assessing whether the Digital Tokens offered in each Project are suitable for investment. The Investor's making of any investment decision is at the Investor's own risk. The execution of these Terms and Conditions does not constitute the Service Provider's warranty that the use of services is suitable or fit for the Investor.

13.2 The Investor agrees and accepts the review as to whether investment in each Project is in accordance with the Investor's investment risk appetite and investment purpose. The Investor accepts and acknowledges that the Investor has thoroughly examined risks associated with investment in each Project and investment decisions are at the Investor's own risk. The Investor acknowledges and represents that the Service Provider has no liability for any loss arising from investment by the Investor.

13.3. The Investor acknowledges and accepts the Investment risks exposure, including but not limited to the following:

(a). The Digital Token Issuer's business operation may fail;

(b). If the Digital Token Issuer must dissolve its business or terminate the Project on account of business operation failure, the Investor may not recover a sum or Cryptocurrency invested, subject to arrangements between the Digital Token Issuer and the Investor, as a Digital Token holders;

(c). Digital Tokens may have limited channels in changing hands, and may result in low liquidity; and

(d). examination and review of information about the offering and offering measures implemented by the Service Provider are based on the Digital Token Issuer's information disclosure.

14. Confidentiality

The Parties agree to keep confidential any information that the Party has obtained or acquired from the other Party as a result of the performance under these Terms and Conditions throughout the term of these Terms and Conditions and during 1 (one) year after the expiration of these Terms and Conditions, and will strictly not disclose it to any persons not involved in the performance of duties under these Terms and Conditions.

The provisions under this clause will not apply to:

(a). disclosure of information with the other Party's consent in writing;

(b). disclosure of information to:

(i). employees, contract employees, or agents of a custodian for the performance of duties hereunder;

(ii). agents who need to know the information for the purpose of providing services hereunder;

(iii). the Service Provider's auditor, legal, financial or other professional advisors;

(iv). any person to whom the Service Provider must, or is permitted to, disclose the information under any law, applicable provisions, or other regulations;

(v). a court or judicial tribunal trying a lawsuit, arbitration case, or other legal proceedings in the relevant jurisdiction; or

(vi). any regulatory, supervisory, governmental, or quasi-governmental authority, state enterprise, the SET, financial organization, or independent regulatory authority (governmental or non-governmental) with the power to regulate the Service Provider.

(c). disclosure of information as required by law, judgment, or order of a court, or by virtue of the securities law or any other applicable law, or in accordance with the regulations and guidelines of the Office of the SEC and/or the SET; and

(d). any information that has been disclosed to the public or becomes publicly available other than as a result of a breach of any of these Terms and Conditions by either Party.

15. Personal Data

15.1. The Investor represents, undertakes and warrants that:

(a). for any personal data of individuals that the Investor may be disclosed or discloses to the Service Provider and/or its Group Companies / affiliates including its employees, agents, and assigned third parties, Investor would obtained consent from the individuals whose personal data are being disclosed, or rely on other legal basis to collect to permit the Service Provider, use, disclose and/or process the individuals’ personal data for the purposes subject to this Terms and Conditions, providing benefits/ promotions related to the services to the Investors including any other purposes as specified in the Service Provider’s privacy policy.

(b). any personal data that the Investor discloses to the Service Provider is accurate and without fault. Further, the Investor shall promptly give the Service Provider notice in case there is an awareness that any such personal data has been updated and/or changed after such disclosure;

(c). for any personal data of any individuals that the Investor will be or may be disclosing or discloses to the Service Provider, that the Investor is validly acting on behalf of such individuals and that the Investor has the authority of such individuals to provide their personal data to the Service Provider to collect, use, disclose and process such personal data.

(d). the Investor acknowledges the privacy notice of the Service Provider and understand how the Service Provider process the personal data as the details appeared on the website of the Service Provider via https://www.xspringdigital.com/th/privacy-policy

15.2. The Service Provider process the personal data of Investor as follows:

(a). the Service Provider will collect, use, disclose and/or process personal data provided by the Investor as necessary, whether the Service Provider receive such personal data through any channels and/or methods, including but not limited to name, identification number, date of birth, address, personally identifiable information, financial information, investment information, contact details, payment information, sensitive personal data and any other information which the Investor provide to the Service Provider on a legal basis for the performance of the contract, the legal obligations and/or for the legitimate interests, including relying on other duly legal basis as applicable;

(b). the Service Provider will collect, use, disclose and/or process the personal data for the purpose of the performance of contract, verification and identification or any operation that the Investor may request, compliance with the laws, including but not limited to analyzation of data, provision of the marketing information, advertising & promotions and/or documents relating to products or services of the Service Provider, including our Group Companies, affiliates and business partners, whether such products or services exist now or are created in the future;

(c). the Service Provider may disclose the personal data among its Group Companies and/or affiliates including any agents or assigned third parties related to the service hereunder including the disclosure of personally identifiable information to provide the Investor any services of the Service Provider’s Group Companies and affiliates as requested by the Investor or disclose to regulator, government authority, which may be sited inside or outside Thailand, to process the personal data as necessary;

(d). The Service Provider will retain the personal data for as long as is reasonably necessary to provide the services, and to comply with the laws and regulatory obligations. However, the Service Provider may have to retain the personal data for longer than the duration, if required by applicable law as well as internal policies or operational requirements and other necessities.

(e). The Investor have the rights under the personal data protection laws and related laws including right to access, data portability, objection, erasure, restriction, rectification, or withdrawal of the consent. Should the Investor desire to exercise the rights related to the personal data, the Investor can submit the request via dpo@xspringgroup.com or website or any channel specified by the Service Provider; and

(f). In addition, the Service Provider may disclose the Investor’s personal information to the Group Companies of the Service Provider, including but not limited to information of the Investor’s authentication, for the purpose of providing services of the Service Provider’s Group Companies to the Investor. The Service Provider may collect the copies and/or photographs of Investor identification documents (e.g., ID card, passport or any other documents issued by government agencies etc.). For the purpose of verifying the identity of Investor in order to receive services from Service Provider, copies and/or photographs of such identification documents may appear sensitive personal data such as religion or blood groups, etc. The Service Provider has no purpose and policy of collection, use and/or disclosure such sensitive personal data of the Investor which appear on such documents. As such, the Investor must conceal or cross out sensitive personal data before submitting such documents to the Service Provider; however, in the event that the Investor does not conceal such data itself. The Investor acknowledges and agrees that the Service Provider will cross out or cover the sensitive personal data contained on such documents.

16. External website

The Service Provider's Website and/or application may provide links to other external websites and/or application which is under the supervision of a third party which may not be affiliated in any way with the Service Provider. In addition, the Service Provider has not acknowledged and verified the integrity of the connected external websites and/or application. The Investor agrees to accept the risks that may occur solely without being related to the Service Provider in any way. The Service Provider is not responsible for any damage that may occur due to the contents presented or breach of contracts contained on an external website and/or application connected to the Service Provider's Website and/or application. Therefore, it is the Investor's responsibility to read the terms and conditions of the website's and/or application's service prior to access to the service. However, if the Investor finds illegal or inappropriate information appearing on the Service Provider's Website and/or application, please notify the Service Provider by contacting the Service Provider via the address or phone number or Email detailed at the beginning of these Terms and Conditions in order for the Service Provider to suspend or remove such information from the Service Provider's Website and/or application.

17. User Uploaded Content

17.1. In the case that the Website and/or application allows the Investor to upload content that may include text, images, or media files ("User Uploaded Content"), the Investor will still have rights and ownership of the intellectual property rights in such User Uploaded Content. By uploading User Uploaded Content to the Service Provider's Website and/or application, it is deemed that the Investor allows the Service Provider to use User Uploaded Content universally without being the sole right throughout the period of protection which cannot be revoked. The Service Provider can transfer this right to others when compensation is paid in full. The Investor agrees that no royalties will be charged to the Service Provider for possessing, managing, transferring, making public, reproducing, distributing, customizing and using such User Uploaded Content to develop, supplement, provide and advertise this Website and/or application. The Investor also agrees to waive (and proceed to provide a waiver) of the claim and moral rights related to the User Uploaded Content.

17.2. The Investor agrees and confirms that the Investor will not upload or distribute what other investors have sent or content that contains defamatory, disgrace, untruthful, and unlawful messages (including violations of intellectual property law, privacy law and other relevant laws) or that a sensible person may find suspicious, offensive, indecent, obscene, threatening, intimidating, embarrassing, depressing, vulgar, hateful or inappropriate in any way.

18. Prohibited Country

This Website and application are operated and managed by the Service Provider who is regulated and licensed under Thai law. If the Investor accesses the service from a location outside Thailand, the Investor is responsible for their compliance with all applicable laws, and the Investor agrees that the Investor will not access the service through the website in any country if that country has a requirement or is prohibited by the applicable law related to the Investor. However, the Investor must not have a domicile or residence in the country or any jurisdiction prohibiting the use and/or processing of any transaction relating to digital assets, including the conduct of blockchain activities.

19. Indemnification

19.1. The Service Provider agrees to provide services to the Investor according to provisions of these Terms and Conditions so as to avoid any loss or damage, and to indemnify the Investor if the Investor incurs any liability or reasonable expenses to any person as a direct result of a breach of these Terms and Conditions or failure to fully perform the duties specified herein by, or any dishonest, gross negligent, or willful act or omission of, the Service Provider, its officials, employees, contract employees, or agents. Notwithstanding the foregoing, the Service Provider is not liable to indemnify for damage suffered by the Investor if that damage is caused by any dishonest, negligent, or willful act or omission of the Investor, or its officials, employees, contract employees, or agents, or any other person not related to the Service Provider.

19.2. The Investor agrees to indemnify the Service Provider, its directors, officials, employees, and agents for any loss and damage arising from or relating to an act or omission hereunder, including legal advisor's fees. Notwithstanding the foregoing, the Investor is not liable to indemnify for damage caused by any dishonest, gross negligent or willful act or omission of the Service Provider, its officials, employees, contract employees, or agents.

20. Limitation of liability

20.1. The Service Provider is not liable to the Investor for any damage caused to the Investor, except for damage resulting from any of the following events:

(a) the failure of the Service Provider, its directors or authorized person who responsible for business operations, to conduct business or perform the duties according to the Notification GorJor. 16/2561, or

(b) any dishonest, gross negligent, or willful act or omission with respect to the performance under these Terms and Conditions of the Service Provider, or its employees or contract employees.

20.2 The Service Provider is not liable to the Investor for any damage causes to the Investor:

(a). if that damage is due to an act or omission of any third party, including but not limited to, the Service Provider's agent, provided that the Service Provider has exercised reasonable care in appointing that third party. Notwithstanding the foregoing, this provision will not apply if the use of services of that third party is in accordance with law or the local practices, or if that third party is chosen and appointed by the Investor; or

(b). if that damage is due to bankruptcy of the third party.

20.3. The Service Provider is not liable for any loss or damage caused to the Investor as a result of the Service Provider's failure to perform its duties hereunder, or any interruption or delay in the performance of its duties hereunder due to any circumstance beyond its control, including but not limited to:

(a) any flood, storm, earthquake, or natural calamity;

(b). any pandemic or epidemic;

(c). any war, terrorism, strike, revolution, riot, or civil commotion;

(d). any labour strike, lockout, or industrial action;

(e). any change in the interpretation or enforcement of any law or regulation;

(f). any act of a government or governmental agency;

(g). any order of a court or judicial body;

(h). any system or computer malfunction, damage, destruction, failure, and interruption however caused, or third-party

interference (including system hacking);

(i). any restriction on the availability, credit, or transfer of foreign exchange; or

(j). any other event beyond the reasonable control of the Service Provider.

21. Severability

For severability of void clauses from non-void clauses, if any provision of these Terms and Conditions is or becomes illegal, void, voidable, incomplete or unenforceable, the Parties agree that the lawful and valid provisions shall remain in full force and effect. To the extent permitted by law, the Investor agrees that the Service Provider may amend any provision under these Terms and Conditions which is or becomes illegal, void, voidable, incomplete, or unenforceable, provided that such amendment is in accordance with the primary intention of these Terms and Conditions.

22. Default

22.1. It is agreed that any of the following events is deemed to be a default:

(a). any violation, breach, or omission or provide misinformation under any provision of these Terms and Conditions by a Party, provided that the default is remediable, and notice thereof has given by the non-defaulting Party asking that a remedial action be taken within 15 (fifteen) days from receipt or arrival of the notice, but that defaulting Party fails to remedy the default within that period;

(b). any violation, breach, or omission under any provision of these Terms and Conditions by a Party, that is not remediable; and

(c) a Party becoming bankrupt, or being under a court's absolute receivership order in a bankruptcy case.

22.2. If a Party is in default under these Terms and Conditions, the other Party is immediately entitled to claim actual damage or expenses caused by the defaulting Party as a result of its default, exclusive of damage incurred in any circumstance or cause beyond the control of the defaulting Party.

23. Termination

23.1. These Terms and Conditions are effective upon the execution hereof, and will remain in full force and effect until otherwise specified by the Service Provider, except in the case of default of the Terms and Conditions as specified in clause 22 (Default) and any of the following cases to the extent permitted by law:

(a). the Service Provider finds any inappropriate conduct, such as intentional concealment or distortion of any requested information, or the provision of incorrect or incomplete information, leading to errors in an analysis or financial opinion that may cause future damage to either Party;

(b). any change in economy, or applicable law, rules or regulations prescribed by the authorities, thereby causing the Service Provider to be unable to provide the Platform services or disqualifying the Investor from using the Platform;

(c). the Investors use the Service Provider's Platform not in accordance with the conditions, methods and periods specified by the Service Provider.

(d). the Service Provider terminates the Terms and Conditions as deems appropriate.

23.2. Termination of these Terms and Conditions will be without prejudice to the right of a Party to claim damages or expenses incurred as a result of the breach of duties and/or other provisions and conditions specified in these Terms and Conditions by the other Party before the date of termination hereof.

23.3. Clauses 14, 15, 19, 20, 22, 23, 24 and 28 will survive the termination of these Terms and Condition and remain binding upon the Parties after the termination hereof.

24. Notices

All notices, reports, and communications relating to these Terms and Conditions (collectively referred to as the "Notices") must be sent to the addresses specified below, unless a Party otherwise notifies the other Party in writing.

The Parties agree and wish to receive, send, or make Notices by electronic means, including but not limited to, via email or publication on the Website or the Platform. The Investor agrees that all Notices given by the Service Provider to the Investor by electronic means will constitute compliance with the legal requirement to communicate in writing, and declaration of the intention according to the Electronic Transaction Act, B.E. 2544 (2001), as amended (the "Electronic Transactions Act").

The Investor accepts that any means with an effect as placement of signature will be an electronic signature under the Electronic Transactions Act. The Investor agrees to accept its binding effect, and will not deny or challenge its validity in any and all respects.

If sent to the Service Provider:

XSpring Digital Company Limited

No. 59, Siri Campus, Building D, 1st Floor, Soi Rim Khlong Phra Khanong, Phra Khanong Nuea Sub-district, Vadhana District Bangkok 10110

Tel. 02-030-3730

Email address: support@xspringdigital.com 

If sent to the Investor:

The address, telephone number, email address and other contact information that the Investor has registered at the time of opening the User Account and/or the information updated by the Investor from time to time. Please refer to the Investor's information on the Platform.

The Service Provider may publish Notices on the Website or the Platform, or send them to a mailbox or any other similar system under the Investor's User Account.

25. Entire agreement and amendments

25.1. These Terms and Conditions constitute the entire understanding and agreement between the Parties, and supersedes any other previous agreements, express or implied, between them.

25.2. If any law or regulation, including but not limited to any rule, notification, order, or regulation of a regulatory authority, is enacted or amended, the Investor agrees and acknowledges that the Service Provider may amend these Terms and Conditions to be consistent with any future notification, order, rule, or regulation of the regulatory authorities, provided that the amendment is not in conflict with the conditions permitting the Service Provider to do so under the Emergency Decree on the Digital Asset Businesses. If these Terms and Conditions are amended, the Service Provider will issue new Terms and Conditions. The Investor acknowledges that it is obligated to execute the new Terms and Conditions in writing or by electronic means, as the Service Provider will further specify and inform the Investor.

26. Assignment

26.1. The Investor may not assign these Terms and Conditions, or the rights and duties hereunder, either in whole or in part, without the prior written consent of the Service Provider.

26.2. The Service Provider may assign its rights or duties under these Terms and Conditions, either in whole or in part, and the Investor agrees to give its consent and provide all necessary assistance and support, including the execution of all documents to the extent requested by the Service Provider.

27. Waiver

27.1. No failure to exercise, nor any delay in exercising, on the part of a Party, any right, power, or remedy available to it under any law or these Terms and Conditions will operate as a waiver of that right, power, or remedy.

27.2. No single or partial exercise of any right, power, or remedy by either Party under any law or these Terms and Conditions will prevent any further or other exercise of, or extinguish, that right, power, or remedy.

27.3. The rights, power, and remedies provided in these Terms and Conditions are cumulative and not exclusive of any rights, power, and remedies provided by law.

28. Dispute Resolution and Governing law

28.1. These Terms and Conditions are governed by, and construed in accordance with, the laws of Thailand. Any dispute, conflict or claim arising from or in connection with these Terms and Conditions, breach, termination, or voiding of the agreement shall be submitted to the exclusive jurisdiction of the courts of Thailand.

28.2. The Service Provider has the right to take action to obtain a temporary injunction from any court of competent jurisdiction in relation to trademarks, intellectual property rights, or confidential information (including claims or any related disputes or disputes regarding the integrity of trademarks) or for security protection.

29. Other requirements

29.1. In terms of force majeure, the Service Provider shall be discharged from duty and liability for operating under these Terms and Conditions to the extent that the operation of such duties is impeded or delayed, in whole or in part, due to events beyond the Service Provider's control. This includes but is not limited to (a) weather conditions and natural disasters, (b) acts of enemies of the people, wars, invasions, and hostilities (whether war is declared or not), which is beyond the control of general reason; (c) import-export ban; (d) strike; (e) error or destruction of main hardware or software or network crashes.

29.2 In terms of electronic communications related to the Website and/or application of the Service Provider, the Service Provider may contact the Investor by email or by means of notice or announcement on the Website and/or application. The Investor agrees that the disclosure agreements and communications that the Service Provider provides or sends to the Investor electronically shall be deemed to be made in writing and signed. The Investor also agrees that all electronic messages or communications related to the Website and/or application are effective as written documents and in the case of court proceedings, mediation or dispute resolution pursuant to the provisions of law for disputes between the Service Provider and the Investors regarding such messages and communications, the Investor shall not claim that the disputed messages and communications do not comply with the rules of the law on written documents and signatures are invalid and shall be deemed not to be made as an excuse or an argument.