Terms of Service

Thank you for visiting ncollector.com. By visiting, accessing, or using ncollector.com and associated application program interface or mobile applications (“NCollector Platform”), you (“User”, “user”, “You” or “you”) consent to the Terms of Service (these “Terms”), so please read them carefully.

The Terms constitute the agreement and understanding regarding the use of any or all of the Services, and any manner of accessing them, between you and the following service providers (“we,” “us” or “our”) depending on your residency and date of registration:

1. INTRODUCTION

1.1 By clicking on the “Create Account” button or by visiting the NCollector Platform, we may provide you with access to our trading platform via software, API (application program interface), technologies, products and/or functionalities.

1.2 You agree to be legally bound by these Terms and any terms incorporated by reference. If you have any questions regarding these Terms or the use of the NCollector Platform, please visit the Support Center for more information. Terms specific to only certain users of NCollector will be identified as such.

1.3 If you do not agree to be bound by these Terms, you will not be permitted to access or use the Services and must leave the NCollector Platform immediately.

1.4 We reserve the right to change or modify the Terms, and any policy or guideline of the NCollector Platform, at any time and at our sole discretion, subject to Applicable Laws and Regulations.

1.5 If You do not agree to be bound by any of the updated Terms, or any other updates, your sole and exclusive remedy will be to close your account within 30 days of your actual, constructive or inquiry notice, and your access or use of the Services will be permitted only to the extent necessary to immediately close your account. You acknowledge that you may close your account without making any trades or transactions using the Services, and that any such actions are not necessary to close your account. Your non-termination or continued use of the NCollector Platform or Services after such 30-day period will constitute your acceptance of the updated Terms as of your earliest notice date.

1.6 The Terms take precedence over any other agreement you may have with us unless explicitly provided for otherwise.

1.7 Any formal communication with you will be undertaken through electronic mail unless otherwise communicated. Documents will be sent to you by electronic mail and you should seek to send any documents to us by the same means. Please visit our Support Center for assistance.

1.8 Any formal communication with you will, unless otherwise agreed, be made in the English language. In the event of any discrepancy between the English language version of the Terms or any such communications and any translation of the Terms or such communications (as applicable) in a foreign language, the respective English version shall prevail.

2. ELIGIBILITY AND PROHIBITION OF USING OUR SERVICES & BUSINESS

2.1 If you are a Natural Person, by accessing or using our Services, you represent and warrant that you are at least 18 years old and legally allowed to use the Services. If you are accessing or using our Services on behalf of a legal entity (e.g. corporate or institutional customers), you represent and warrant that such legal entity is: duly organized and validly existing under the applicable laws of the jurisdiction of its organization; you are duly authorized by such legal entity to act on its behalf; such legal entity agrees to be responsible to us if you violate these Terms; and you have not previously been suspended or removed from the NCollector Platform or Services. You also represent and warrant that you are not on and that you will not transact with anyone on any trade or economic sanctions lists of any Competent Authority, which includes without limitation: Terrorism and terrorist financing - Islamic State in Iraq and the Levant, Al-Qaida, the Taliban, and associated individuals, groups, undertakings, and entities, any individual or entity designated by the United Arab Emirates ("Local Terrorism List"); and the financing of proliferation of weapons of mass destruction (WMDs) - Democratic People’s Republic of Korea: nuclear-related, other weapons of mass destruction-related, and ballistic missile-related programs; Islamic Republic of Iran: nuclear program; and other sanction lists that may be promulgated by a Competent Authority, including but not limited to the United Nations Security Council, European Union, the Monetary Authority of Singapore, Hong Kong Monetary Authority, Hong Kong Customs and Excise Department, or Office of Foreign Asset Control. You agree to provide written certification of your compliance of this Clause 2.1 as soon as reasonably practicable when requested by us.

2.2 We may not make all of the Services available in all markets and jurisdictions. For a complete list of such markets and jurisdictions, please see Section 3: Regulatory Landscape in the Risk and Compliance Disclosure. The content of the Terms shall not be excluded from the laws of the country or region under which the user belongs. As a result, if you do not meet these eligibility requirements, do not use our Services.

2.3 You further represent and warrant that your use of the N Collecto Platform is of your own accord, free from direction by another party.

3. PROHIBITED BUSINESSES

3.1 Any use of our Services in connection with any of the following categories of activities or businesses is prohibited (“Prohibited Businesses”), and we reserve the right at all times to monitor your transactions or accounts for the purpose of enforcing this Section 3.1:

(a) unlicensed money service businesses, including but not limited to payment services providers, the sale of money orders or cashier’s checks or any money transmitter activities;

(b) banks or financial institutions that do not maintain a physical presence in any country (a “Shell Bank'') or that have financial activities or services that do not comply with, or would cause NCollector or its affiliates to be in violation of any applicable laws, regulations, or other legal authority;

(c) adult content and services, including but not limited to any type of pornography and other obscene materials (including literature, imagery and other media), or sites offering any sexually-related services such as prostitution, escorts, pay-per view, or adult live chat features;

(d) deceptive marketing or false advertising services;

(e) religious and/or spiritual organizations;

(f) unlicensed sale of weapons of any kind, including but not limited to firearms, ammunition, knives, explosives, or related accessories;

(g) certain regulated products and services, including but not limited to marijuana dispensaries and related businesses; sale of tobacco, e-cigarettes, and e-liquid; online prescription or pharmaceutical services; age restricted goods or services; and toxic, flammable, and radioactive materials;

(h) pseudo-pharmaceuticals - companies manufacturing and or selling untested or unapproved pharmaceuticals;

(i) drugs and drug paraphernalia, including but not limited to, sale of narcotics, controlled substances, and any equipment designed for making or using drugs, such as bongs, vaporizers and hookahs;

(j) gambling activities, including but not limited to sports betting, casino games, horse racing, dog racing, lotteries, games of chance, sweepstakes, games of skill that may be classified as gambling (i.e. poker), or other activities that facilitate any of the foregoing;

(k) money-laundering, fraud, terrorist financing, or any other type of financial crimes;

(l) any sort of Ponzi scheme, pyramid scheme, or multi-level marketing program;

(m) goods or services that infringe or violate any copyright, trademark, or proprietary rights under the laws of any jurisdiction;

(n) layaway systems, or annuities;

(o) counterfeit or unauthorized goods, including but not limited to the sale or resale of fake or “novelty” IDs and the sale of goods or services that are illegally imported or exported or which are stolen;

(p) wash trading, front-running, insider trading, market manipulation or other forms of market-based fraud or deceit;

(q) purchasing goods of any type from hidden service markets or “Darknet” markets, or any other service or website that acts as a marketplace for illegal goods (even though such marketplace might also sell legal goods);

(r) any other matters, goods, or services that from time to time we deem to be unacceptable or of high risk, and which, for example, may be restricted by our and your bank or payment partners;

(s) any other unlawful activities which would, in our sole discretion, violate, or assist in violation of, any law, statute, ordinance, or regulation, sanctions programs administered in the countries where we conduct business, or which would involve proceeds of any unlawful activities;

(t) Shell Banks or financial institutions that have customers that are Shell Banks;

(u) entities with bearer share ownership;

(v) defense industry, firearms & munitions manufacturers;

(w) nuclear energy;

(x) restricted financial services, including but not limited to credit repair, debt settlement, refinance, bail bonds, and collections agencies; or

(y) transactions or business involving ivory or protected species.

3.2 In the event that we learn or reasonably suspect, in our sole discretion, that your account is or may be associated with any of the Prohibited Businesses as set forth above, we will consider it to be a violation of these Terms and may suspend or terminate your account, and/or block transactions or freeze your funds immediately without notice, and we reserve the right to report any such suspected or actual Prohibited Businesses to the law enforcement authorities.

4. DESCRIPTION OF OUR SERVICES

4.1 We provide an online trading platform for Users, if allowed in their respective jurisdictions, to hold and trade certaiNCollector Assets (also known as virtual financial assets, cryptographic tokens, Collection tokens and/or cryptographic currency) and derivatives linked to Collection Assets or indices thereof. Users may request the withdrawal of their Collection Assets at any time, subject to the Terms.

4.2 We aim to provide the User with trading services, where available, including: an order matching platform that automatically, according to pre-established criteria, matches Users’ trades for Collection Assets or Collection Asset linked products;

4.3 Not every Service offered by NCollector is addressed in these Terms. Any Service may be subject to agreements specific to that Service. For the terms governing specific services, please refer to the “Product documentation” section of the Website.

4.4 In general, our Services facilitate transactions that match users with other users. In certain limited circumstances, NCollector's Related Parties may trade on the NCollector Platform or use other Services on a proprietary basis, as principal, or on behalf of others. Such trading activity may include, but is not limited to, buying or selling Collection Assets or derivatives, placing Orders to buy or sell Collection Assets or derivatives, acting as a market maker for certaiNCollector Assets or derivatives, and trading as a principal in Collection Asset transactions or derivatives. Orders submitted and trades executed by NCollector's Related Parties are not distinguished from other trades on the NCollector Platform. Thus, your trade may be matched and executed against NCollector's Related Parties. Further, the trading activity of NCollector's Related Parties, as described herein, may include NCollector's Related Parties engaging in transactions with multiple counterparties, including other Users, where interests may differ. NCollector and its Related Parties have no duty to act solely on your behalf and undertakes no responsibility to do so. You consent and do not object to the trading activity of NCollector and its Related Parties, which includes without limitation your trade potentially being matched and executed against NCollector’s Related Parties, and you shall not bring a claim against NCollector and its Related Parties where your trade is matched and executed in this way.

4.5 By accepting the Terms, you expressly agree to the pooling of your Collection Assets with the Collection Assets of other users. Collection Assets of users are not protected by deposit protection or a deposit insurance scheme. In the case of an irreconcilable shortfall, you may not receive some or any of your deposited assets or funds.

4.6 You represent and warrant that you are the ultimate and effective legal and beneficial owner of any Collection Assets transferred to your account or wallet on the NCollector Platform, that you shall not act as nominee or trustee for any other person and that you shall not transfer, assign, pledge, charge or otherwise create any security interest or encumbrance whatsoever over such Collection Assets.

4.7 We shall not be obliged to accept orders unless sufficient Collection Assets are available on the account for (a) the settlement of the relevant order, (b) the provision of Margin as may be required in respect of a relevant transaction in derivatives, and (c) the payment of any related charges and expenses as applicable.

4.8 While we have taken reasonable measures to ensure the accuracy of the information on our NCollector Platform, the information and content on the NCollector Platform is subject to change without notice and is provided for the sole purpose of assisting users to make independent decisions. We do not guarantee the accuracy, suitability, reliability, completeness, performance and/or fitness for purpose of the content of any Services or products available through the NCollector Platform, and disclaim liability for any loss or damage that may arise directly or indirectly from the content or your inability to access the NCollector Platform, for any delay in or failure of the transmission or the receipt of any instruction or notifications sent through our platform. We disclaim all liability for the use or interpretation of such information to

the greatest extent allowed by applicable law.

4.9 Users shall prepare devices and bear costs as follows: 1) internet-connected device, including but not limited to computer or other internet-connected terminals; and 2) internet-accessing costs, including but not limited to internet fees, rental charges for internet-connected equipment, cellular data fees, etc.

4.10 You hereby authorize us to send you communications relating to your Account via email, SMS, mobile notification, or mailing address. You may also opt-out of certain communications by changing relevant settings on the NCollector Platform.

4.11 You acknowledge and consent that the Services are provided by us according to their current technological capacity and other conditions. While we have made reasonable efforts to ensure continuity and security of the Services, we are unable to completely foresee and hedge legal, technological and other risks including but not limited to force majeure, virus, hacker attack, system instability, flaws in third-party services, acts of government, or government agency etc. that may result in service interruption, data loss and other losses and risks.

4.12 When the NCollector Platform is unable to operate properly because of the following circumstances and the user is unable to access the Services or place or cancel an order, we assume no liability for damages. These circumstances include, but are not limited to:

(a) system downtime during planned or unplanned maintenance;

(b) telecom or networking equipment issues;

(c) typhoon, earthquake, tsunami, flood, power failure, war, terrorist attacks, pandemics, and other force majeure factors;

(d) any other issues, including hacker attacks, computer virus intrusion or attack, website or backend maintenance and upgrade, banking related issues, government regulation or mandates, freezing order imposed by any Competent Authority and any other third party issues; and

(e) damages to users or other third parties caused by third parties.

4.13 In relation to the Services provided by NCollector on the NCollector Platform:

(a) we reserve the right to process, cancel, correct, clawback, and/or reverse, any Collection Asset transaction or transfers or cancel abnormal transaction results in our sole discretion, even after funds have been debited from your account(s), upon the occurrence of abnormal transactions, market interruption and other abnormal conditions caused by, arising from, or related to system failure, platform system bug(s), network failure, distributed denial of service attacks (DDos) and other hacker attacks and other unexpected factors; or in response to a subpoena, court order, or other government order; or if we suspect the transaction may: involve money laundering, terrorist financing, fraud, or any other type of financial crime or prohibited activity; be erroneous; or relate to a prohibited use in accordance with these Terms. For Futures, P2P, and Margin Lending, we reserve the right to rollback transactions as described in the respective user agreement. In such instances, NCollector will reverse the transaction and debit the corresponding Collection Assets from your account(s) to recover the Losses arising from such transaction, and we are under no obligation to reinstate any purchase or sale order at the same price or on the same terms as the canceled transaction; and/or

(b) we strictly prohibit unfair trading behaviors. NCollector reserves the right to enact, under its sole discretion, and take control over your account, if you: (i) are suspected of being involved in price manipulation, insider dealing, market manipulation, market distortion or any other malicious wrongdoings to the market; (ii) suspected of harming other users or NCollector by exploiting the Service’s vulnerabilities or by other unreasonable means; (iii) are suspected of any other activities that NCollector deems harmful to the overall well-being of the market.

(c) We also reserve the right to take actions, including but not limited to, closing your accounts, limiting trading, halting trading, canceling transactions, rolling back transactions, or other actions we deem reasonable at our sole discretion so as to eliminate any adverse effects to the overall well-being of the market. In no event shall we be liable to you for any loss incurred when such action against you happens.

4.14 We will not ask for any password or private keys from our users, nor will we ask users to transmit any funds or Collection Assets. Accordingly, we will not be responsible for any losses caused by your transmittal of funds or Collection Assets.

4.15 Users acknowledge that we may delist any Collection Asset from the NCollector Platform at our sole discretion.

4.16 With regard to abnormal transaction handling, while using the Services, you agree to and acknowledge the possibility of discontinuity and disruption of the Services due to connectivity problems of the Collection Asset networks or other force majeure. Users shall make sure to provide only correct information. We do not assume any responsibility for any losses caused by the aforementioned situations due to you providing incorrect information that results in our inability to reach out and to explain to you the handling procedures.

4.17 We have the right to know the purpose and background of the users who use our products or services. Users should provide comprehensive and accurate information as required. If we have reasonable grounds to suspect that the User has provided false information, we are entitled to restrict the User from the use of some or all of Services temporarily or permanently.

4.18 Any Collection Asset you purchase using a debit or credit card will be credited to your Account and our obligation in this regard will be deemed complete when the Collection Asset purchased by you is reflected in your Account. We are not responsible for any losses that may occur after that point. You are solely responsible for the management of those Collection Assets once credited.

5. TRADING ON THE NCollector PLATFORM

5.1 A User may buy or sell a Collection Asset by placing an instruction on the NCollector Platform (an “Order”).

5.2 Users must verify all transaction information prior to submitting an Order. Users acknowledge and agree that it is the sole responsibility of the User to ensure the validity and accuracy of an Order, including the details of the recipient of any Assets. NCollector shall not be liable for the consequences of the User not providing valid and accurate information when placing an Order.

5.3 The NCollector Platform is accessible twenty-four (24) hours a day, seven (7) days a week and three hundred and sixty-five (365) days a year, except for any period during which scheduled maintenance or upgrades are being carried out, or in the event that the NCollector Platform encounters an interruption or outage that is unexpected or beyond its control.

5.4 NCollector may, at its sole discretion and without prior notice close a User’s Account, suspend a User’s access or use of the NCollector Platform or the Services, refuse any Order submitted, or impose limits on trading amounts on the NCollector Platform if NCollector deems that a User may have contravened Applicable Rules and Regulations.

5.5 A User may only place an Order using the NCollector Platform if the User’s Account contains sufficient Assets to cover the Order and any associated fees. If the Account does not contain sufficient Assets to complete an Order on the NCollector Platform, the User will not be able to complete such Order on the NCollector Platform.

5.6 When a User places an Order, that quantity of the relevant Asset (including any applicable Fees) is placed on hold in the Account until the Order fills, expires, or is canceled. Any unfilled portion of an Order will remain on hold until it fills, expires, or is canceled.

5.7 A User may withdraw or cancel an Order after it is submitted, as long as such Order has not been executed pending confirmation by the relevant Collection Asset network. Collection Assets which are the subject of a pending Trade shall not be reflected in a User’s Account, and shall therefore not be available for the User to trade. Users understand and agree that:

(a) Trades are irreversible once Orders are executed; and

(b) while NCollector may, at its sole discretion, reverse a Trade under certain extraordinary conditions (including but not limited to breaches of the Applicable Laws and Regulations or Financial

Crime), a User does not have a right to a reversal of a Trade.

5.8 NCollector will send a confirmation to the User by email, a Notice, or any other means of communication as provided for under these Terms, every time a User places an Order, cancels an Order, and when that Order is partially or completely filled.

5.9 By entering into these Terms, Users acknowledge and agree that:

(a) by entering into a Trade on the NCollector Platform, a User is instructing NCollector to carry out the Trade at the buy price or sell price quoted on the NCollector Platform on the basis of which the User placed the Order, and the User agrees to pay any associated fees. The price of a Trade shall be determined to be the price agreed between the User and the other party to that Trade. NCollector shall not be a party to such Trade or responsible for setting or negotiating the price of a Trade, except as set out specifically in these Terms. NCollector does not guarantee the completion of any attempted sale or purchase of Collection Assets;

(b) NCollector carries out Trades based on price-time priority;

(d) Orders submitted through the API are subject to the same price-time priority as Orders received from the NCollector Platform;

(e) all filled Orders are settled immediately by debiting and crediting the relevant balances of Assets in both parties’ Accounts. Users will receive immediate notification of their fill(s) via the NCollector Platform and/or via email or any other agreed means of communication and they can be viewed in a User’s trading history;

(f) APIs enable a User to stream live prices into their own user interface as well as to perform the same Trade or to place the same Order that is available to the User on the NCollector Platform;

(g) For Users of NCollector Singapore specifically, the counterparty to every User’s Trade shall be NCollector Singapore; and

(h) in order to maintain a fair and orderly NCollector Platform, NCollector may restrict the number of Orders allowed through the API and monitor messages through the API in order to:

(i) protect the API against denial of service attacks; (ii)prevent the abuse of an order book; and

(ii) improve the overall trading experience on the NCollector Platform.

5.10 NCollector may limit the number of Orders placed through a User’s Account.

5.11 Use of the API will be for legitimate trading purposes and any repeated violation of Order rate limits will result in NCollector suspending or closing the User’s account in accordance with these Terms.

5.12 The transaction history provided on the NCollector Platform is the true and accurate record of a User’s transactions. It is a User’s responsibility to remain up to date on its transaction history and any Notices with respect to the User’s Account.

5.13 Users understand and agree that there may be a delay in executing a Trade on the NCollector Platform as a result of NCollector’s secure trading protocols which require Collection Asset private keys to be stored securely using a combination of online and offline storage for added security.

Scheduled downtime

5.14 The User agrees and understands that part of or all of the Services may be periodically unavailable during scheduled maintenance.

5.15 Downtime may be communicated in advance to the User via a Notice published on the NCollector Platform or by other means.

Suspension of Services

5.16 The User acknowledges and agrees that NCollector, in its sole discretion, may suspend all or part of the Services, or the User’s access to all or part of the Services, whenever NCollector determines in NCollector’s sole discretion that:

(a) the User may have breached these Terms; or

(b) the proper functioning of the NCollector Platform is in jeopardy.

5.17 For the purposes of Clause 5.16(b), the proper functioning of the NCollector Platform will be in jeopardy in the following circumstances:

(a) when a computer or telecommunications network ceases to operate or function as a result of an accident;

(b) in the event of a Force Majeure Event which affects the provision of the Services;

(c) when NCollector’s assets or the User’s Assets, or the NCollector Platform, are the subject of an attempted or actual malicious attack which may, among other things, result in the theft or loss of such assets;

(d) when an event affects the proper functioning of critical systems relied upon by the NCollector Platform, including the pricing system or any other system necessary for the provision of the Services;

(e) when NCollector suspects unauthorized use of the NCollector Platform, or a breach of these Terms or Applicable Laws and Regulations;

(f) when NCollector determines that it is necessary, in its sole discretion, to conduct investigations in light of its requirements under Applicable Laws and Regulations or to ensure the proper functioning of the NCollector Platform;

(g) when NCollector decides to cease handling a Collection Asset based on the results of a Hard Fork that causes a chain split or changes to a Collection Asset;

(h) when NCollector deems that the provision of the Services cannot continue due to changes in Applicable Laws and Regulations, social conditions, or factors outside NCollector’s control, including but not limited to when a Collection Asset is no longer deemed an “Acceptable Collection Asset” by the Competent Authorities; or

(i) when for any other reason, NCollector determines in its sole discretion that the suspension is necessary.

6. RISK DISCLOSURE

6.1 This Clause 6 provides Users with information about the risks associated with trading in Collection Assets and any other Services provided by NCollector. Applicants and Users should read this Risk Statement carefully before applying to open an Account and executing Trades.

6.2 This Clause 6 is not intended to disclose or discuss in detail all the risks associated with trading or holding Collection Assets or the use of the Services provided by NCollector. This Risk Statement is not exhaustive and only outlines the general nature of the risks involved. Users should ensure that their decisions are made on a well-informed basis, and they should undertake their own assessment as to the suitability of trading in Collection Assets in the light of their experience, objectives, financial resources and their specific needs and requirements.

6.3 By opening an Account and undertaking Trades, a User is deemed to have reviewed, understood and accepted the risks associated with the Services provided by NCollector.

6.4 The market for Collection Assets is very new developing and the risks of trading such assets are not fully understood. As such, NCollector may update this Risk Statement periodically, as notified to Users from time to time, to list additional risks in transacting in Collection Assets, but accepts no liability whatsoever in the event that any risk is not addressed in the risk statement.

6.5 Users acknowledge and agree that it is the User’s responsibility to stay up to date with the updated Risk Statement published by NCollector from time to time.

Risks of Trading on the NCollector Platform

6.5 Collection Asset transactions may not be subject to a right of claim under an investor compensation fund established by a government or regulatory authority and Collection Assets held in an account on NCollector may not be protected by deposit protection schemes.

6.6 During the course of using our Services, you may be subject to various fees. Prior to making any transactions, you must obtain details and a full understanding of all commissions, fees, and costs for which you may be liable. If any of these fees are not clear to you, you must request clarification of what fees will be applicable in specific monetary terms before using the Services or entering into any transactions.

6.7 Please note that Collection Assets received or held by NCollector may be subject to Applicable Laws of international jurisdictions beyond your country of residence and/or citizenship.

6.8 There are substantial risks when allowing another person to trade or operate your account you have with us, and it is possible that any instructions you provide are not properly authorized or executed. You accept all risks of such operation and fully and irrevocably release NCollector from any and all liability arising out of or in connection with all the aforementioned.

6.9 Collection Asset transactions are irreversible. Thus, accidental or fraudulent transactions with respect to Collection Assets may not be recoverable. You must therefore exercise caution when making any Collection Asset transfers and are solely liable for any losses that may arise.

6.10 An order made on NCollector’s platform is binding upon completion of the steps described in these Terms. An order will not be reserved unless otherwise provided in these Terms. There is a risk that the final binding order does not occur simultaneously along with your instructions. Thus, you may suffer losses due to the fact that an order is not carried out at the desired time. In particular, contingent orders such as options or perpetual swaps may not limit your losses to the intended amounts due to the volatility of market conditions.

6.11 There is a genuine risk that unauthorized third parties may access your account(s) and make transactions without your knowledge or authorization, whether by obtaining control over a device or account you use or by other methods.

6.12 NCollector is not obliged to provide any adaptations, enhancements, and/or modifications to the materials and information provided on the NCollector Platform. This means, for example, that you may have an out-of-date version of the NCollector app, and new features may not be incorporated to the version of the app you use. It is your responsibility to ensure you update and download applicable updates and versions.

Technology risk

6.13 Collection Assets and the NCollector Platform depend on the internet and other technology (including various communication methods and mediums). However, the public nature of the internet means that parts or the entire internet may be unreliable or unavailable at any given time. Furthermore, interruption, delay, corruption or loss of data, the loss of confidentiality or privacy through the course of data transmission, or malware transmission may occur when transmitting data via the internet and/or other technology. The above may result in your transactions not being executed according to your instruction at the requested time, or not executed at all.

6.14 There is no technology that is completely secure or safe. You should therefore exercise caution when using any technology.

6.15 The internet as well as other electronic media (including but not limited to electronic devices, services by third-party telecom service providers such as mobile phones or other handheld trading devices or interactive voice response systems) are an inherently unreliable form of communication, and such unreliability may be beyond NCollector’s control.

6.16 Any information (including any document or data) transmitted, or communication or transactions made, over the internet or through other electronic media (including but not limited to electronic devices, services by third-party telecom service providers such as mobile phones or other handheld trading devices or interactive voice response systems) may be subject to interruption, transmission blackout, delayed transmission due to data volume, internet traffic, market volatility or incorrect data transmission (including incorrect price quotation), or pause and/or delay of price data feed due to the public nature of the internet or other electronic media.

Legal & market risks

6.17 You are responsible for complying with Applicable Laws and Regulations for determining which laws apply to your transactions, including any applicable tax laws. You are solely responsible for reporting and paying any taxes arising from your use of the Services.

6.18 Due to the nature of Collection Assets, your bank may freeze your account or reject any incoming funds if your bank concludes that such funds are the result of buying or selling Collection Assets.

6.19 You may suffer losses as a result of value depreciation of a Collection Asset you paid as a result of controls imposed by a Competent Authority. Repayment or payment of any amounts due to you may be delayed or even prevented by controls or other actions imposed by government or regulatory authorities over Collection Assets and/or their ecosystem that these Competent Authorities control or regulate.

6.20 At any point in time, one or more persons may directly or indirectly control significant portions of the total supply of any particular Collection Asset. These persons are often referred to colloquially as “whales”. Whether acting individually or collectively, these whales may have significant impact, and may be able to influence or cause significant market events that may have a detrimental effect on price, value or functionality of Collection Assets. Furthermore, these whales or other network participants and users may make decisions that are not in your best interest as an investor of Collection Assets.

Regulatory risk

6.21 Any regulatory changes or actions by the Competent Authorities or any authorities that are not connected to NCollector may adversely affect the use, transfer, exchange, and value of a Collection Asset, or limit your ability to transact on the NCollector Platform.

Other Potential Risks

6.22 Website and internet pages, investor relations releases, oral or written outlooks, presentations, audio and video recordings of events, and other publications from websites may contain optimistic, forward-looking statements that reflect NCollector and its management’s current views with respect to prospective projects and events. Certain words, including but not limited to, “anticipate,” “assume”, “believe”, “estimate”, “expect”, “intend”, “may”, “plan”, “project”, and “should”, as well as other expressions that often identify forward looking statements. These statements are subject to risks, uncertainties, and changes due to many factors, including but not limited to: changes in Collection Asset and Fiat Currency exchange rates, interest rates, and commodity prices; the introduction of new and/or competing technology and ideas; increased market incentives; and a decline in demand for current Services or other products.

7. YOUR NCollector ACCOUNT

7.1 Account Registration and Identity Verification: in order to use any of the Services, you are required to provide accurate information for all fields on the registration page to verify your identity, along with affirming these Terms. By registering an account with NCollector, You agree and represent that You will use the Account only for yourself, and not on behalf of any third party, unless approved by NCollector. You agree to provide us with authentic information at registration and on an ongoing basis for the purposes of identity verification and the detection of money laundering, terrorist financing, fraud, or any other financial crime, including without limitation a copy of your government issued photo ID and evidence of residency such as a utility bill or bank statement. If any such information changes, it is your obligation to update such information as soon as possible.

7.2 Protecting your Account: you agree to not enable anyone to use or direct your account, and to update us of any information change or if your account has been compromised. You are responsible for keeping, protecting and safeguarding any keys, certificates, passwords, access codes, user IDs, API Key or other credentials and login information (collectively "Passwords") that have been provided to you or that are generated in connection with your use of the Services. If you lose your Passwords, you may not be able to access your account. You agree to notify us immediately of any unauthorized use of your Passwords. We will not be responsible for any liabilities, losses, or damages of any kind, whether direct or indirect, arising out of the unauthorized use of your Passwords. You understand and agree that if you authorize any third party or third-party platform to use the Passwords information of your account, the third party or third-party platform will know your account information (including without limitation, information in relation to your assets, transactions, operating authority for trading and account information, etc.), and your account will be exposed to certain risks and may suffer loss or damage. You agree to be solely responsible for any loss or damage caused by you authorizing any third party or third-party platform to use your Passwords information, and any loss or damage caused to you by the third party or third-party platform using your account Passwords information. We will not be liable for any compensation or other legal liabilities for the loss or damage caused by the above-mentioned circumstances. We provide an online trading platform, and to avoid potential security risks, the login password, administration password and any other passwords shall not be set as the same. Relevant responsibilities shall be borne by the users. Once the user is registered, and becomes a user of the NCollector Platform, they will get the username (user mailbox) and password, and is responsible for all activities and events with this username and password after entering the system, and bear all the legal liability directly or indirectly caused by the language and behaviors of the use of this username.

7.3 Password Recovery: users who lose their passwords can reset it after being verified through their registered email addresses or phone numbers. You shall immediately report to us if any unauthorized operations or security breaches are found.

7.4 Account Balance: if your account shows a credit balance, you may request us to return available Collection Assets. However, we may at our discretion elect to withhold or offset your request to withdraw (in whole or in part) Collection Assets to you if:

(a) you have any actual or contingent liability towards us under the Terms; and/or

(b) we reasonably determine that there is an unresolved dispute between us in connection with the Terms.

7.5 Account Closure: you may request NCollector to close your account at any time. Closing an account will not affect any rights and obligations incurred prior to the date of account closure. Prior to NCollector closing your account, you may be required to either cancel or complete all open orders and, in accordance with the provisions of these Terms, provide transfer instructions of where to transfer any Fiat Currency and/or Collection Assets remaining in your account. You are responsible for any fees, costs, expenses, charges, or obligations (including, but not limited to, attorney and court fees or transfer costs of Fiat Currency or Collection Assets) associated with the closing of your account. In the event that the costs of closing your account exceed the value in your account, you will be responsible for reimbursing us. You may not close any of your accounts to avoid paying any fees otherwise due or to avoid any examination related to our AML Program. NCollector reserves its absolute right to accept or reject an account closure request at its sole discretion.

7.6 Account Suspension: NCollector has the right at any time to suspend your account(s). Also, you agree that we may freeze/lock the funds and assets in your account(s) and suspend part of or all of your access to the NCollector Platform, if we suspect, at our sole discretion, any of the following:

(a) You or your account(s) are in violation of any of these Terms and any other policies, rules, regulations, user agreements, or programs of NCollector, including but not limited to the NCollector AML Program;

(b) Your Account has a balance that needs to be reconciled for any reason;

(d) you are using your credentials or other account information in an unauthorized or inappropriate manner。

7.7 Investigation: NCollector shall investigate and take action(s) against You/ your account(s), including suspending, freezing and/or seizing your account(s), in the event that we suspect or otherwise have cause to believe, at our sole discretion, any of the following:

(a) You/your account(s) are the subject of any investigation by law enforcement, government bodies, warrants, subpoenas, court orders or other similar procedures and processes in any relevant jurisdiction;

(b) You/your account(s) are the subject of any pending and/or current litigation in any applicable jurisdiction;

(c) You/your account(s) are the subject of government, regulatory authority, or court-ordered levy, judgment, or other asset turnover requirement (“Levy”);

(d) You/your account(s) are in violation or have been involved in a violation of any Applicable Laws or Regulations; or

(e) You/your account(s) are involved in suspicious, illegal or fraudulent activities.

7.8 Account Termination: NCollector has the right to terminate your account(s) at any time and for any reason, and at our sole discretion, including those in Clause 11. You further agree and understand that we have the right to take any and all necessary and appropriate actions pursuant to these Terms, including but not limited to recovering reasonable costs, and in accordance with any Applicable Laws and Regulations.

7.9 Effect of Suspension or Termination: NCollector shall continue to maintain custody of all Collection Assets, funds, and information in or relating to such Accounts, which may be seized and turned over to any third parties, including but not limited to the Competent Authorities, in the event that your account(s) was suspended or terminated pursuant to the reasons set out in Clause 7.7 of these Terms.

7.10 If your account(s) is/are terminated, unless subject to Clause 7.9 or any ongoing investigations and considerations, we will return your funds, less the value of any trading fee discounts, rebates, costs, expenses and/or damages that we are entitled to pursuant to these Terms and applicable laws and regulations in any applicable jurisdiction(s). Unless otherwise restricted by an applicable law or regulation, you authorize us to liquidate the Collection Assets in your account(s) and return your funds (less any trading fee discounts, rebates, costs, expenses and/or damages to which we are entitled) to any bank account linked to your account. Prior to such liquidation, if there is any Collection Asset balance remaining in your account(s), you agree to provide us with a Collection Asset address within 30 days of receiving written notice from us, which will be deemed to have been given after sending email to the email address on file with your account(s), so that we can return the remaining Collection Assets to you.

7.11 In addition to the foregoing, and to the fullest extent permitted under Applicable Laws and Regulations, the event that an Event of Default occurs:

(a) any delivery, payment or other obligation owed by you to any party, including but not limited to NCollector, pursuant to activities involving your account(s) shall mature, accrue or otherwise be accelerated so as to require performance thereof on the date such Event of Default ("Accelerated Obligations"); and

(b) without prejudice to such other rights that may accrue to NCollector under these Terms or otherwise, NCollector shall be entitled to take all actions deemed necessary in its sole discretion to protect its interests and discharge the Accelerated Obligations, including but not limited to closing any open trading positions, liquidating assets in your Account to repay any amounts and other liquidatable obligations owed to NCollector, and transferring assets to third parties in accordance with court orders.

Right of Offset and Recoveries:

7.12 In the event that there are insufficient assets in your account(s) due to a chargeback, payment dispute, wire recall, crediting reversal, credit error or other similar occurrence, there are insufficient assets in your account(s) to satisfy a fee or cost charged in such assets to your account(s), or your account(s) are subject to a Levy that We reasonably determine is valid in Our sole and absolute discretion, You expressly authorize us to freeze, debit, convert, withhold, and/or liquidate any current or future Assets from your account(s) to the extent necessary to offset or satisfy any insufficiencies or to satisfy the Levy, to the fullest extent permitted by applicable law. You acknowledge that You will be solely responsible for any and all tax consequences of any such action by Us. In the event that the disposition or liquidation of Collection Assets is inadequate to satisfy the insufficiencies, You agree that You will immediately deliver, in U.S. Dollars (or the fiat currency relevant to your jurisdiction, as applicable), the full amount necessary to alleviate the insufficiency or You will be liable to us for the insufficiencies in addition to any attorney’s fees, interest or expense associated with its recovery.

8. USERS’ RIGHTS AND LIMITATIONS TO LICENSE USE

8.1 We grant you a limited, non-exclusive, non-transferable license, subject to the Terms, to access and use our NCollector Platform and Services, solely for approved purposes as permitted by us. You agree that you will not copy, transmit, distribute, sell, license, reverse engineer, modify, publish, or participate in the transfer or sale of, create derivative works from, or in any other way, exploit any of our products and Services.

8.2 You agree that:

(a) all rights, title and interest in the Services and associated software, Website and technology, including all intellectual property rights therein, are and shall remain with the Parties;

(b) no right or interest in the Services is conveyed other than the limited licenses granted herein;

(d) all rights not expressly granted in these Terms are reserved.

(e) We have the right to inquire, freeze or deduct the items and accounts of the user in accordance with the requirements of any applicable judicial organizations, administrative organizations and military organizations, including but not limited to public security organizations, procuratorial organizations, courts, customs, tax authorities and so on.

9. USER OBLIGATIONS

9.1 You shall not register multiple accounts for any purpose.

9.2 You may not use another user’s account.

9.3 You must not use this NCollector Platform or the Services in any way that causes, or may cause, damage to this NCollector Platform or impairment of the availability or accessibility of this NCollector Platform; in connection with any illegal fund for payment and settlement including, but not limited to, payment by illegal means like fictitious transactions, false price, transaction refund and so on; illegal cash-out activity via entity bank settlement accounts; illegal fund transfer from the bank settlement account of an entity to an individual account; illegal check cash-out activity; or for any unlawful, illegal, fraudulent or harmful purpose or activity under Applicable Laws and Regulations. You agree to indemnify and hold NCollector and its affiliates, and its and their officers, directors, shareholders, predecessors, successors in interest, employees, agents, subsidiaries and affiliates, harmless from any demands, loss, liability, claims or expenses (including attorneys’ fees) made by any third party against NCollector due to or arising out of or in connection with your use of this NCollector Platform or Services.

9.4 You are prohibited in any form from utilizing the Website to engage in illegal activities. Without the authorization or permission of NCollector, you shall not use any of the commercial activities in the name of this Website or in any form of the Website as a place, platform or medium for engaging in commercial activities.

9.5 You shall comply with all laws and regulations, and bear the responsibility and legal consequences of any their own actions involving the Website and Services. In addition, you shall not infringe the legitimate rights and interests of any third party. Additionally, if NCollector suffered losses as a result of your actions, NCollector has the right to recover losses from you via legal actions or other means.

9.6 You shall bear any loss as a result of your actions, including but not limited to:

(a) “fat finger” input or instructions errors, including price, quantity, timing, and other errors;

(b) mistiming or mis-submission of trade instructions;

(d) computer or network issues, including any hacks or virus issues related to your computer or network (or the network you are utilizing);

(e) transfer-in or withdrawal of Collection Assets or Fiat currencies to or from the wrong account or wallet address;

(f) executing instructions provided to you by a third-party; or

(g) third parties accessing and using your account for any reason.

9.7 It is your sole responsibility to ensure that all account information is verified before making any transfers so that Collection Assets or fiat currencies are transferred into the correct account. If you transfer Collection Assets or fiat currencies to a wrong account and such account is controlled by us, we will have the sole discretion to reject the transaction and return to you the relevant amount of Collection Assets or fiat currencies, less applicable fees.

9.8 If you violate any obligation above, NCollector has the right to take all necessary measures directly, including but not limited to deleting the content posted by you, canceling the customer star rating and honor, freezing your balance, pausing or seizing your Account and illegal gains, and prosecution.

10. FEES

10.1 Fees may be incurred for part of the Services provided by us to you. By using our Services, you agree to incur these fees.

10.2 NCollector has the right to set and modify its fee structure at its discretion. We may also start charging fees on free services. Any fee changes shall be announced in advance.

10.3 If you do not agree with any fees charged, you may stop using one or more of the Services immediately. You are still responsible for any fees incurred up to the date of termination of the Services.

10.4 Unless otherwise stated or agreed, you agree that we have the right to automatically and without prior notice deduct the above-mentioned service fees directly from the assets of your account.

10.5 If you do not pay in full and on time, we reserve the right to interrupt, suspend or terminate your account.

11. CHANGE, INTERRUPTION, TERMINATION, AND DISCONTINUANCE OF SERVICES

11.1 Service Change and Interruption: we may change the Services and/or may also interrupt, suspend or terminate the Services at any time with or without prior notice.

11.2 Service Discontinuance and Termination: we reserve the right, at our sole discretion, to discontinue or terminate the services provided to you without notice, temporarily or permanently, including, but not limited to, in the following cases:

(a) if the personal information you have provided is not true, complete, accurate, or is inconsistent with the information provided at the time of registration and you have failed to provide reasonable proof (please remember, according to the Applicable Laws and Regulations you should submit true, complete and accurate information);

(b) if You violate the Applicable Laws and Regulations;

(c) if You/ your account(s) violate any terms and conditions of these Terms, and any other policies, rules, regulations, user agreements, or programs of NCollector, including but not limited to the NCollector AML Program;

(d) if required by any provisions of Applicable Laws and Regulations, or by the relevant Competent Authorities;

(e) for reasons relating to investigations under Clause 7.7 of these Terms; or

(f) for security reasons, or other necessary circumstances, in order to protect your account(s) from unauthorised access, among other things, as determined at our sole discretion.

12. UNCLAIMED PROPERTY

Obligations of NCollector

If you have any assets held by NCollector in your Account and NCollector is unable to contact you and has no record of your use of the Services for a period of time exceeding not less than twelve (12) months or, in certain jurisdictions, the period of time required by applicable laws or regulations in relevant jurisdiction(s), NCollector may be required to report these funds as unclaimed property in accordance with the Applicable Laws and Regulations. NCollector will use reasonable endeavors to locate you using the contact information available to NCollector.

12.1 If NCollector is unable to locate you, NCollector reserves the right to:

(a) close your Account and terminate your relationship with NCollector;

(b) liquidate, sell, trade, swap, or otherwise convert all assets into a fiat currency, to the extent such conversion is legally allowed and commercially feasible on the NCollector Platform; and

(c) deliver such fiat currency as unclaimed property, rounded to the nearest single unit of such fiat currency, as may be directed by the Competent Authorities or any court of competent jurisdiction.

12.2 If we receive any document(s) confirming your death or other information leading NCollector to believe that you have died, NCollector reserves the right to freeze your Account.

12.3 Your Account will be unfrozen either:

(a) when your designated fiduciary has opened a new Account, as further described in clause

12.5 below, and the entirety of your Account has been transferred to such new account, or

(b) NCollector has received proof in a form satisfactory to us that you have not died.

12.4 If NCollector has reason to believe you may have died but does not have proof of your death in a form satisfactory to NCollector, you authorize NCollector to make enquiries, whether directly or through third parties, that we consider necessary to ascertain whether you have died. Upon receipt by NCollector of proof satisfactory to NCollector that you have died, the fiduciary you have designated in a valid will or similar testamentary document will be required to open a new Account.

12.5 If you have not designated a fiduciary, then NCollector reserves the right to treat as your fiduciary any person entitled to inherit your Account, as determined by NCollector upon receipt and review of the documentation that NCollector, in its sole and absolute discretion, deems necessary or appropriate, including (but not limited to) a will, a living trust or other similar documentation, or an order designating a fiduciary from a court having competent jurisdiction over your estate.

12.6 In the event NCollector determines, in its sole and absolute discretion, that there is uncertainty regarding the validity of the fiduciary designation, NCollector reserves the right to require an order resolving such issue from a court of competent jurisdiction before taking any action relating to your Account.

Expenses

12.7 NCollector shall be entitled to deduct from any Fiat Currency all costs and expenses incurred in connection with this Clause 12.

13. COMPLIANCE WITH YOUR LOCAL LAWS AND TAXES

13.1 It is your sole responsibility to determine whether, and to what extent, any taxes apply to any transactions you conduct through the Services, and to withhold, collect, report and remit the correct amounts of taxes to the appropriate tax authorities. You agree that we do not provide legal or tax advice and are not responsible for determining whether taxes apply to your transactions, or for collecting, reporting, withholding or remitting any taxes arising from any transactions. It is highly advisable that you consult your lawyer/ professional tax adviser to determine your obligations and your tax status in your home jurisdiction.

13.2 Additionally, you agree to comply with all relevant laws and regulations in any applicable jurisdiction. Regarding the prevention of terrorist financing and anti-money laundering (“AML”), and also compliance with laws and regulations in any applicable jurisdiction(s) more generally, we will work with the Competent Authorities and local, regional, national and multi-national authorities around the world as required, and may provide any information associated with You to such authorities. We may also access and disclose information we stored associated with You to external third parties if, in our sole discretion, we believe doing so is required or appropriate to: comply with relevant law enforcement or national security requests and legal procedure in any applicable jurisdiction(s), such as a court order or a subpoena; protect your, our, or others’ rights, property, or safety; enforce our applicable service terms, user agreement, trading rules, operational rules, policies or any other agreements; collects amounts owed to us; or assist with an investigation or prosecution of suspected or actual illegal activity.

13.3 When using our Services, you acknowledge, represent and undertake and agree that all your actions on and off this NCollector Platform are made in a legal and proper manner and your sources of Collection Assets and fiat currency are not from illegal activities. If in our sole discretion we believe that You are in breach of the above representation and undertaking, we may discretionarily or in coordination with local law enforcement authorities seize, freeze, restrict or close-out your account(s) and any fiat currency and Collection Assets held on your account(s).

14. Privacy Notice

14.1 Please refer to our Privacy Notice for information about how we collect, use, and share your information.

15. LIMITATION OF LIABILITY, WARRANTIES AND INDEMNIFICATION

Exclusion of liability

15.1 Neither NCollector nor any of its Related Parties shall be liable for any Loss arising, directly or indirectly, from:

(a) any dispute between you and one or more other Users;

(b) any Losses arising from your breach of these Terms;

(d) any act or omission by a third party with access to your Account;

and you hereby release and waive any right to claim any such Loss from NCollector and/or its Related Parties.

Limitation of liability

15.2 To the fullest extent permitted by the Applicable Laws and Regulations, the total aggregate liability of NCollector for Losses that the User may suffer arising out of, or in connection with the information or material provided by or on behalf of NCollector and its Related Parties on the NCollector Platform shall be limited to a maximum aggregate value of USD100.

15.3 To the fullest extent permitted by the Applicable Laws and Regulations, the total aggregate liability of NCollector for Losses (the “Cap”), arising out of an individual claims or series of claims, incurred by:

(a) an Applicant arising out of, or in connection with an application;

(b) You arising out of, or in connection with: (i) the Services; (ii) any performance or non-performance of the Services; (iii) any information or material provided by, or on behalf of, NCollector and/or its Related Parties (other than information or materials referred to in Clause 15.3); or (iv)any other breach of these Terms,

shall be limited in aggregate to the lower of:

(d) the total fees paid by the User to NCollector in respect of the Services during the preceding twelve (12) month period.

15.4 Where a claim arises in relation to a specific Trade, the total liability to the User, of NCollector, its shareholders, affiliates or services providers, and their respective officers, directors, employees, agents or representatives shall be limited to the purchase / sale amount of the Trade in dispute by reference to the price for such Trade at the time it took place or ought reasonably to have taken place and in any case subject to the Cap.

15.5 In no event shall NCollector and/or NCollector’s Related Parties be liable to you for any Indirect Losses.

15.6 Nothing in these Terms shall limit NCollector and/or NCollector’s Related Parties liability to you resulting from NCollector’s:

(a) fraud or fraudulent misrepresentation;

(b) deliberate misconduct; or

15.7 Any exclusions or limitations of liability contained in this Clause 15 shall not limit NCollector’s liability which cannot be excluded or limited under the relevant Applicable Laws and Regulations.

Force Majeure Events

15.8 Neither party shall be liable for any delay or failure to perform any of their obligations under these Terms caused by a Force Majeure Event.

Indemnification

15.9 To the fullest extent permitted by the Applicable Laws and Regulations, you agree to indemnify, hold harmless and promptly defend NCollector and NCollector’s affiliates and associates (including our and their respective agents (if any) and the shareholders, directors, officers and employees of NCollector and NCollector’s affiliates and associates) (each an “Indemnified Party”) from and against any and all losses arising from or in connection with any third-party claims, losses, liabilities, damages, judgments, penalties, fines, costs and expenses of whatever kind (including professional fees and reasonable attorney’s fees) which may be suffered or incurred by any of the Indemnified Party arising out of or related to:

(a) your (or any of the User’s Authorized Representatives’) use of or conduct in connection with the Account or the Services;

(b) your failure to perform any of your obligations under these Terms;

(d) your violation of any Applicable Laws and Regulations;

(e) your violation of the rights of any third party;

(f) any third party claim related to your use of the Service(s);

(g) any false, inaccurate, misleading or deceptive information provided by you to NCollector in the course of NCollector providing you with the Services under these Terms;

(h) any investigation, claim, suit, action or other proceeding against us relating to or arising out of your use of the Service(s) by a governmental authority or regulatory or self-regulatory agency or organization in any applicable jurisdiction(s); or

(i) any breach by the User of any of the representations, warranties and undertakings made by the User to us under these Terms.

15.10 If you are obligated to indemnify NCollector or any of its Related Parties pursuant to this Clause 15.10, NCollector will have the right, in its sole discretion, to control any action or proceeding and to determine whether it wishes to settle and, if so, on what terms.

Disclaimer of Warranties

15.11 The Services and any information or materials provided by NCollector are provided on an “as is” and “as available” basis. NCollector expressly disclaims and the User waives any and all warranties of any kind, whether express or implied, including, without limitation:

(a) implied warranties of merchantability, fitness for a particular purpose, title and/or non-infringement; and

(b) warranties arising from the course of performance, course of dealing or usage in trade.

15.12 Without limiting Clause 15.11, the User acknowledges that:

(a) NCollector does not represent or warrant that the Services, any interface used to access the Services, the Website or any information or materials provided or made available by NCollector are accurate, complete, reliable, current, error-free, free of viruses or other harmful components, or any other defects; and

(b) NCollector does not guarantee that any Order will be executed, accepted, recorded or remain open.

15.13 Except for the express statements set forth in these Terms, you hereby acknowledge and agree that you have not relied upon any other statement or understanding, whether written or oral, with respect to its use and access by you of the NCollector Platform and/or the Services.

15.14 You hereby understand and agree that NCollector will not be liable for any Losses arising out of or relating to:

(a) any inaccuracy, defect or omission of any pricing information relating to a Collection Asset;

(b) interruption in any such data;

(d) any damages incurred by another User’s actions, omissions or violation of these Terms.

15.15 NCollector cannot ensure or warrant the security or confidentiality of information transmitted to NCollector or received from NCollector through electronic means, which includes the internet, wireless connection, email, phone, and SMS, since NCollector has no way of ensuring that the transmission of such information is protected at all times. If you have reason to believe that your data is no longer secure, you should contact NCollector at the email address, mailing address or telephone number published on the NCollector Platform or as notified to the User from time to time.

16. VARIATION

16.1 NCollector has the right to amend, replace, supplement or delete (each, an Amendment) these Terms or any part of these Terms.

16.2 NCollector will make reasonable efforts to provide Users with notice of an Amendment by posting the revised Terms and changing the "Last updated" date at the top of the Terms, or by emailing Users at their provided email addresses, or by any other means as determined by us at our sole discretion. Any Amendments will be effective immediately upon posting the revisions to the NCollector Platform or at the instant that we transmit the information. These Amendments will apply at that instant to all then current and subsequent uses or Services.

However, we may occasionally need to make changes without notifying Users. This may include but is not limited to circumstances where:

(a) we are making the change as a result of legal and/or regulatory changes;

(b) the changes being made are in your interest;

(d) there is any other valid reason which means there is no time to give you notice.

Where we are unable to give you advance notice, we endeavor to let you know of the change as soon as possible after it is made.

16.3 If a User objects to an Amendment, the sole remedy for the User shall be to stop using the Services and close its Account. NCollector has the right to:

(a) terminate this User Agreement with the User with immediate effect, in accordance with these Terms; and

(b) suspend the User’s access and use of the Services.

17. TRANSFER OF BUSINESS

17.1 In the event of a transfer of the whole of part of the business of NCollector to any third party, the User consents to the transfer of the business relationship between the User and NCollector, which includes but is not limited to the User’s:

(a) Account;

(b) Assets;

(d) Protected Data.

17.2 In the event that NCollector is acquired by or merged with a third party entity, NCollector reserves the right to transfer or assign the information collected from Users as part of the acquisition, merger, sale or other change of control.

18. DISCLAIMER

18.1 Service Interruption: based on the special nature of the Internet, we do not guarantee that the Service will not be interrupted. The timeliness and security of the Service are also not guaranteed, and we do not bear the responsibility for any Service interruption which is not caused by us.

18.2 Safety of the Network: we try to provide a safe network environment to Users; however, we do not guarantee that the Website or its servers are free of viruses or other potentially harmful factors. Therefore, the user should use the industry’s recognized software to check and kill any virus in the files downloaded from the Website.

18.3 User Information: we are not responsible for the failure of preservation, modification, deletion or storage of the information provided by the user. Nor will we be liable for the typographical errors, negligence, etc. not intentionally caused by us. We have the right but no obligation to improve or correct any omission, error of any part of this Website.

18.4 Accuracy, Completeness, and Reliability of the Website: unless we have expressly agreed in writing, we shall not guarantee the accuracy, completeness, reliability of any content, such as, but not limited to, advertising on the platform in any manner on this Website. We are not responsible for any products, services, information or materials purchased or obtained by the user according to the content information on this Website. The user bears the risk of using the content of this Website.

18.5 User Opinion: the comments published by users of the Website are only on behalf of the users’ personal point of view. It does not mean that this Website agrees with their views or confirms their description. This Website does not bear any legal responsibility caused by any user comments.

18.6 Announcements: in regard to notices issued to the users, we will deliver these notices through a formal page announcement, station letter, e-mail, customer service phone call, SMS or regular mail delivery. We do not bear any legal responsibility for any winning, discount activities or information which are delivered by other channels.

18.7 Charges, Commissions, Transactions and Other Fees: we have the right to adjust the recharge, commission, transaction and other fees according to market conditions, and terminate any promotional efforts early.

19. GOVERNING LAW

19.1 The Terms, your use of the Services, any claim, counterclaim or dispute of any kind or nature whatsoever arising out of the Terms, directly or indirectly, shall be governed by, and construed in accordance with the laws of England and Wales without regard to the principles of conflicts of laws thereof.

20. JURISDICTION AND DISPUTE RESOLUTION

20.1 You acknowledge and agree that in the event of any dispute, controversy, difference or claim, including the existence, validity, interpretation, performance, breach or termination of the Terms or any dispute arising out of or relating to the Terms (the “Dispute”), the parties shall first refer the Dispute to proceedings at the Hong Kong International Arbitration Centre (the “HKIAC”) in accordance with HKIAC’s Mediation Rules in force for the time.

20.2 If the Dispute has not been settled upon the signing of a settlement agreement within ninety (90) days following the filing of a request for mediation set forth in Clause 20.1, such Dispute shall be referred to and finally resolved by arbitration administered by the HKIAC under the HKIAC Administered Arbitration Rules in force when the Notice of Arbitration is submitted. The law of this arbitration clause shall be the laws of the Hong Kong Special Administrative Region of People’s Republic of China (“Hong Kong”).

20.3 You agree that the seat of arbitration shall be Hong Kong. The number of arbitrators shall be three (3). We shall appoint one (1) arbitrator and you shall appoint one (1) arbitrator. The third arbitrator shall be appointed by the Chairman of the HKIAC. Such arbitrators shall be freely selected, and the parties shall not be limited in their selection to any prescribed list. The arbitration proceedings shall be conducted in English.

20.4 You agree that we shall not be required to give general discovery of documents, but may be required only to produce specific, identified documents which are relevant and material to the outcome of the Dispute.

20.5 Any arbitral award shall be final and binding upon the parties hereto and shall be enforceable in any competent court which has jurisdiction.

21. SEPARABILITY, COMPLAINTS AND MISCELLANEOUS

21.1 Separability: if any provision of these Terms is deemed to be unlawful, invalid or unenforceable for any reason, such provision shall be deemed to be divisible and shall not affect the legal effect of any other provision.

21.2 Complaints: if you have any complaints, feedback, or questions, please see our Support Center. When you contact us, please provide us with your name and email address and any other information we may need to identify you, and the transaction on which you have feedback, questions, or complaints.

21.3 Miscellaneous: these Terms set forth the complete understanding of the parties with respect to the subject matter hereof and supersedes all prior understandings and communications relating thereto. No term or condition of any other document provided to us which is different from, inconsistent with, or in addition to the terms and conditions set forth herein will be binding upon the Parties. You represent and warrant that all information disclosed to us in connection with these Terms is true, accurate, and complete.

22. DEFINITIONS AND INTERPRETATION

Interpretation

22.1 In these Terms and unless otherwise specified, references to:

(a) “party” means either NCollector or a User, and “parties” means both NCollector and a User;

(b) “writing” includes any record capable of being published, whether or not in electronic form;

(d) “Clauses” and “Schedules” are to the clauses and schedules of these Terms respectively;

(e) “including”, “include” and “not limited to” or any similar expression in any phrase shall be construed as illustrative only and shall not limit the words preceding that term;

(f) a “day”, “week”, “month”, “year” are to be construed by reference to the Gregorian calendar;

(g) an act or course of conduct shall include positive acts and omissions;

(h) terms importing the singular include the plural and vice versa; and

(i) terms defined in the Applicable Laws and Regulations have the same meaning as in those Applicable Laws and Regulations.

22.2 Where a word or expression is given a particular meaning, other parts of speech and grammatical forms of that word or expression have a corresponding meaning.

22.3 The table of contents and the headings of Clauses and Schedules are provided for convenience only and shall not affect the interpretation of these Terms.

22.4 Any translation of these Terms or other documents is provided for convenience only and may not accurately represent the information contained in the original English. In the event of inconsistency, the English language version of these Terms or other documents shall prevail.