1. You may only access and use the Website for the Services or to understand information about us or the Services.

Without our express prior written authorisation, you shall not:
1. Duplicate any part of our Website or the Materials contained therein or received via the Services (except as expressly provided elsewhere in this Agreement);
2. Create any derivative works based on our Website or any of the Materials contained therein or received via the Services, and you agree and stipulate that any and all derivative works are not “fair use”; 
3. Use our Website or Services, or any of the Materials contained therein, for any public display, public performance, sale or rental, and you hereby agree and stipulate that any and all such uses are not “fair use”;
4. Re-distribute our Website or any of the Materials contained therein or received through the Services, and you hereby agree and stipulate that any and all such uses is not “fair use”; 
5. Remove any copyright or other proprietary notices from our Website or any of the Materials contained therein;
6. Frame or utilise any framing techniques in connection with our Website or any of the Materials contained therein; 
7. Use any meta-tags, pay-per-click advertising, or any other “hidden text” using our Website’s name or marks, and you hereby stipulate that any use of the Website’s name or marks, or any other marks owned by us is an infringement upon our trademark rights, and you agree to pay any and all fees incurred in the recovery of this amount;
8. “Deep-link” to any page of our Website, or avoid agreement to this Agreement (for the avoidance of doubt, you may only link to the main entry page of the Website);
9. Circumvent any encryption or other security tools used anywhere on the Website or in conjunction with the Services (including the theft of usernames and passwords or using another person’s username and password in order to gain access to a restricted area of the Website); 
10. Use any data mining, bots, scrapers or similar data gathering and extraction tools on the Website or in conjunction with the Services; 
11. Sell, rent, lease, license, sublicense, transfer, distribute, re-transmit, time-share, use as a service bureau or otherwise assign to any third party the Materials or Services or any of your rights to access and use the Materials or Services as granted specifically by this Agreement; 
12. Use our Services to impersonate any other User or person; 
13. Use any Material or information on our Website or included in our Services in any manner that infringes any copyright, trademark, patent, trade secret, publicity or other proprietary right of any party; 
14. Upload or attempt to upload files that contain viruses, trojan horses, worms, time bombs, cancelbots, corrupted files, or any other similar software or programmes that may damage the operation of the property of another; 
15. Upload, post, email or otherwise transmit any submission that you do not have a right to transmit under contractual, fiduciary or other relationships (such as inside information, trade secrets, proprietary and Confidential Information learned or disclosed as part of employment relationships or under nondisclosure agreements); 
16. Restrict or inhibit any other User from using and enjoying the Services. 
17. harvest or otherwise collect information about others, including e-mail addresses or other personally-identifiable information;
18. Violate any applicable laws, policies, or regulations; and/or  
19. Do anything that may adversely affect proper operation of the Website, the Services and the reputation and goodwill of Suntory.

2.

If you are seeking information regarding any illegal activities or seeking to engage in any illegal or fraudulent activity, please leave this Website immediately and do not attempt to use the Services. You acknowledge and agree that you are aware of the legality of using our Services in your relevant local jurisdiction, and you agree that you will not use the Services if such use is prohibited or otherwise violates the laws of your state, province, country, or other jurisdiction. 

1. Digital Assets Account

1. Suntory provides safekeeping and custodial services in respect of your Digital Assets under your User Account and controlled and secured by Suntory (“Digital Asset Account”).
2. The Digital Assets shall be minted and/or held in the Digital Asset Account of your User Account pursuant to the terms and conditions of the Agreement and additional agreement (where applicable) entered into between you and Suntory at the time of registering as a User. 
3. The Digital Assets that are held in the Digital Asset Account of your User Account are completely separate from the general assets of Suntory. 

2. Custodial Services Agreement

1. As a part of the registration as a User of the custodial services, you will be required to read and acknowledge the Custodian Services Agreement with Suntory in Appendix 2. 
2. You agree and understand that the terms and conditions of the Custodial Services Agreement shall govern the provision of the custodian services for the Digital Assets by Suntory to you.

3. Instructions Regarding Services

1. Your primary mode of communication with, obtaining information on, and providing instructions to, us regarding the Services and your Digital Assets shall be the email and the secondary mode shall be by website. We may from time to time contact and communicate with you via other modes of communication, including telephone calls. 
2. Such information and instructions include arrangements in relation to the custody of your Digital Assets, and the exercise of any right and power, arising from ownership of your Digital Assets. 

4. Authorisation of Third Parties 

1. You may authorise appropriate third parties to access your User Account and provide us instructions regarding the Services and your Digital Assets as authorised users in accordance with the process agreed in the Custodian Services Agreement. If you do, you should be aware that by virtue of that, that third party may access your transactional and other data, initiate transfers from your User Account, transfer or otherwise deal with your Digital Assets, and/or provide instructions regarding the Services on your behalf. We may at our sole discretion require from you satisfactory evidence of your authorisation of any such third party from time to time.
2. Any and all instructions and transactions entered into or actions undertaken by such authorised third parties shall be binding as if they were entered into on your own behalf.
3. We are not responsible for any loss or damage incurred as a result of any such third parties’ instructions or transfers, authorised or unauthorised, as a result of your appointment or authorisations.
4. We may refuse access to third parties for objectively justified and duly evidenced reasons relating to unauthorised or fraudulent dealing with or access to your User Account or Digital Assets. In such cases, unless we are prohibited by applicable law, we will inform you that a third party’s access has been denied. In the event that a third party’s access has been denied, Suntory shall have the sole discretion to permit access to the third party. 

5. User Account Information

You will be able to see your NFT holdings and your transaction history using our Website, including: (i) each type of Digital Assets held in your Digital Asset Account, (ii) a reference to identify the dates and times of sales and purchases of Digital Assets and (iv) any fees charged (including a breakdown of the fees). 

6. Service Interruptions

From time to time due to technological factors, scheduled software uploads and other factors beyond or within our control, the Website or other Services may be temporarily interrupted. You agree that we are not liable for any loss and damage arising from such interruption and you agree to hold us harmless against any such interruption of or inability to access the Website or Services.

7. User Account Security

Our policy does not cover any losses resulting from any unauthorised access or use of your User Account. You agree and understand that you are solely responsible (and you will not hold us responsible) for managing and maintaining the security of your User Account login credentials. You further agree and understand that we are not responsible (and you will not hold us responsible) for any unauthorized access to or use of your User Account. 

8. Fees

1. You agree to pay our applicable fees for the Services in accordance with the applicable fee schedule enclosed and notified to you, which is deemed to be expressly incorporated herein, and as amended from time to time. We may change, modify, or increase our fees at any time upon reasonable notice. 

9. Taxes

You are solely responsible for, and shall pay, all taxes, assessments, duties, and other governmental charges, including any interest or penalty rightfully owed by you with respect thereto, with respect to any of your Digital Assets or any transaction related thereto.

1. Improper Use of Website or Services

The provision of any services which are in violation of any laws is strictly prohibited. If we determine that you or any User has provided or intends to engage in any activity or provide any services or material in violation of any law, your ability to use the Website and Services will be terminated immediately without any reimbursement of any payment or fees you may have made to us. We reserve the right, in our sole and absolute discretion, to cooperate with law enforcement upon such request and/or pursuant to legal advice provided to us. We hereby disclaim any liability for damages that may arise from any User providing any material or services for any purpose that violates any law. 

2. Release of Suntory

If you have a dispute with one or more Users of the Services, you agree that neither we nor our Affiliates or service providers will be liable for any claims, demands and damages (actual and consequential) of any kind or nature arising out of or in any way connected with such disputes.

3. Third Party Links

1. Some websites which are linked to or from the Website are owned and operated by third parties including but not limited to our counterparties and partners. As we have no control over such websites and resources, you acknowledge and agree that we are not responsible or liable for the availability of such external websites or resources, and do not screen or endorse such websites or the content, products, advertising or other materials presented therein, and are not responsible or liable for any such content, advertising, services, products, or other materials on or available from such websites or resources.
2. Use of any website controlled, owned or operated by third parties is governed by the terms and conditions of use for those websites, and not by this Agreement. 
3. You further acknowledge and agree that we shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such third-party content, goods or services available on or through any such website or resource. If you decide to access any such third-party website, you do so entirely at your own risk and subject to any terms and conditions and privacy policies posted therein.

4. Indemnification and Set-Off

1. To the maximum extent permitted by applicable law, you agree to defend, indemnify, and hold harmless Suntory, its parent company, Affiliates and subsidiaries, independent contractors, telecommunication providers, officers, employees, advisors and agents (collectively, the “Indemnified Parties”), from and against any and all claims (including third-party claims), actions, loss, liabilities, expenses, costs, or demands, including, without limitation, legal and accounting fees (collectively, “Losses”), directly or indirectly, resulting from or by reason of: (i) your (or you under another person’s authority, including, without limitation, to governmental agencies) use or misuse of the Website, the Services, or any of the Materials contained therein, or (ii) your breach of this Agreement; or (iii) your violation of any law, regulation, legal requirement or governmental notice, instruction, direction or requirement, or legal right or interest in connection with the use of the Website or the Services, save for any Losses directly caused by our gross negligence, misconduct or material breach of this Agreement.
2. We shall notify you by electronic mail, mail, or other appropriate means, of any such claim or suit, and reasonably cooperate (at your expense) in the defence of such claim or suit. We reserve the right to participate in the defence of such claim or choose our own legal counsel, but are not obligated to do so.
3. In no event shall either Party be liable under or in connection with this Agreement for indirect, special, incidental, punitive, consequential losses, or damages of any kind whatsoever, including, but not limited to, lost profits, whether or not foreseeable, even if the Party has been advised of the possibility thereof and regardless of the form of action in which such damages are sought.

5. No Warranties

The Services are provided on an “as is” and “as available” basis without any representation or warranty, whether express or implied, to the maximum extent permitted by applicable law: specifically we disclaim any implied warranties of title, merchantability, fitness for a particular purpose and/or non-infringement. We do not make any representations or warranties that access to the Website, any of the Services, or any of the materials contained therein, will be continuous, uninterrupted, timely, or error-free. 

6. No Agency Relationship

Nothing in this Agreement shall be deemed to constitute, create, imply, give effect to, or otherwise recognise a partnership, employment, joint venture, or formal business entity of any kind; and the rights and obligations of the Parties shall be limited to those expressly set forth herein. We are not your agent or other representative. Except for the indemnity and exculpation provisions herein, nothing expressed in, mentioned in, or implied from this Agreement is intended or shall be construed to give any person other than the Parties hereto any legal or equitable right, remedy, or claim under or in respect to this Agreement to enforce any of its terms which might otherwise be interpreted to confer such rights to such persons. This Agreement and all representations, warranties, covenants, conditions and provisions hereof are intended to be and are for the exclusive benefit of you and us.

7. Force Majeure

1. We shall not be liable for our failure to perform any obligations under this Agreement due to events beyond our control, including Force Majeure Events, and the time provided for performing such obligations shall be extended by a period of time equal to the duration of such events.
2. “Force Majeure Event” means an event or circumstance which prevents a party from performing its obligations under this Agreement (a) which is not within the reasonable control of, or the result of the negligence of, the party claiming the Force Majeure Event, and (b) which, by the exercise of due diligence and its best efforts, such party is unable to overcome or avoid, including, but not limited to, action by a government; acts of God, strike, blockade, industrial dispute, riot, lock out, accident, war, invasion, civil war, civil insurrection, militarily usurped power, act of a foreign enemy, hostility between nations, terrorism, civil disorder, civil unrest, sabotage, malicious damage, embargo, confiscation, requisition expropriation, prohibition or damage by or under any order of any government authority, natural and unnatural disasters, flood, tempest, fire, explosion, landslide, pandemic, epidemic, lightning, explosion, breakdown in machinery, systems, or equipment, failure in the Internet, communications networks or infrastructure, shortage or unavailability of power or other utilities, credit or debit card transaction processing failures, Digital Assets market collapse or fluctuations, cybersecurity breaches, data breaches, malicious cyber attack, unauthorised access to information technology, communication or other systems; or a decision or determination by a government authority or court of law that this Agreement or a provision of the Services contravenes or may contravene any applicable law or regulation; or a refusal by a regulator or authority of any government to grant a necessary licence, permit, consent or approval, or a suspension or revocation of any necessary licence, permit, consent or approval, affecting the party’s obligation under this Agreement, or other circumstances or conditions that render it unsafe or unreasonable for either party’s personnel or agents to travel to or enter onto an affected site; material or facility shortages or unavailability in no way caused by or attributable to such party’s failure to timely place orders therefore.
3. If, after the date of this Agreement, any law, regulation, rule, decision, or ordinance, whether federal, state, or local, becomes effective which substantially alters our ability to perform Services hereunder, we shall have the right to cancel this Agreement, with notice, if reasonably possible, effective upon the earlier of (i) the date upon which we are unable to provide our Services hereunder; or (ii) 30 days following notice.

1. Grant of Licence

1. As a Visitor and/or User of the Website and the Services, Suntory grants you a limited license to access the Website and the Services. This licence is subject to compliance with this Agreement and, to the extent applicable, the Privacy Notice, and any such other terms and conditions as may be imposed by Suntory from time to time. Except as otherwise provided in this Agreement, the contents of the Website and the Services are owned by or licensed to Suntory, and protected by various intellectual property and other laws.
2. You acknowledge and agree that the Website and the Services and all associated Intellectual Property Rights are owned by Suntory (or its licensor, where applicable) and are protected by Singapore copyright laws and other laws. Except as expressly stated in this Agreement, Suntory grants you no other right or license, express or implied, to the Website and the Services, including without limitation, any right to use, copy, publish, display, compile, transmit, broadcast or otherwise exploit the Website and the Services. No proprietary rights are intended to be transferred or conferred by this Agreement. Suntory reserves all rights to and in the Website and the Services, including any and all patent, trademark, copyright, trade secret, intellectual and industrial property rights, developed or in existence and in all forms of media throughout the world for Suntory’s use and disposition at its sole discretion without any obligation to you.
3. Where your access or use of the Website and the Services is in contravention with the permitted purpose, for instance, where you directly or indirectly copy, translate, adapt, modify, alter, decompile, disassemble, or otherwise reverse engineer or create any derivative work of the Services, merge the Services or any part thereof with any other application or change Services in whole or in part, or where you violate any of this Agreement, the limited license granted under this Agreement will terminate immediately, without prejudice to any of our accrued rights under law or otherwise.

2. Suntory Marks

Suntory and our licensors retain all right, title, and interest in and to all Intellectual Property Rights related in and to the Website and the Services. The “Suntory” logos and names are trademarks of Suntory (the “Suntory Marks”). For the avoidance of doubt, nothing in this Agreement grants you a right to use any of the Suntory Marks, regardless of whether they are registered, without our prior written consent. All other product names, company names, marks, logos, and symbols on the Website or the Services may be the trademarks of their respective owners.

3. Other Marks

The product and service names of any other entities as displayed on the Website or Services may be trademarks and service marks of their respective companies and are the exclusive property of such respective owners, and may not be used publicly without the express written consent of the owners and/or holders of such trademarks and service marks. You acknowledge and agree that we either own or have been authorised by relevant third-party intellectual property owners to use all trademarks, copyright, patents, design and intellectual property of any nature and form found on the Website and the Services.

4. No Infringement

All of the marks, logos, domains, and trademarks that you find on the Website and Services may not be used publicly except with express written permission from Suntory, and may not be used in any manner that is likely to cause confusion among consumers, or in any manner that disparages or discredits Suntory. 

5. Ownership of Copyright 

1. The Materials accessible from the Website, Services, and any other website owned, operated, licensed, or controlled by us are our proprietary information and valuable intellectual property and we retain all right, title, and interest in such Materials. No rights, title or interest in any such Materials are transferred to you by access to the Website and Services.
2. All Materials included on the Website, such as text, graphics, photographs, video and audio clips, music, soundtracks, button icons, streaming data, animation, images, downloadable materials, data compilations and software are the property of Suntory or its content suppliers and are protected by Singapore and international copyright laws. The compilation of all Materials on the Website is the exclusive property of the Suntory or its content suppliers and protected by Singapore and international copyright laws, as well as other laws and regulations.

6. No Alteration or Distribution 

The Materials may not be copied, distributed, republished, modified, uploaded, posted, or transmitted in any way without our prior written consent, except that you may print out a copy of the Materials solely for your personal use. In doing so, you may not remove or alter, or cause to be removed or altered, any copyright, trademark, trade name, service mark, or any other proprietary notice or legend appearing on any of the Materials. Modification or use of the Materials except as expressly provided in this Agreement violates our intellectual property rights.

7. Confidentiality 

You agree to hold any Confidential Information from Suntory you obtain as a result of using this Website and the Services in confidence and, unless required by law, not to make the Confidential Information available to any third party or to use the Confidential Information for any purpose other than the business activities for which you were given access to the Confidential Information. You agree to take all reasonable steps to ensure that Confidential Information is not disclosed, used or distributed by yourself, your officers, employees or agents in violation of the terms of this Agreement. Upon written request by the disclosing party, the receiving party will promptly destroy or return the disclosing party’s Confidential Information and any copies thereof contained in or on its premises, systems, or any other equipment otherwise under its control, within thirty (30) days of such request, and shall certify to Suntory that the User has complied in full with their obligations under this clause.

The rights and liabilities of the parties hereto will bind and inure to the benefit of their respective assignees, successors, executors, and administrators, as the case may be. All rights and obligations under this Agreement are personal to you, and you may not assign this Agreement without obtaining our prior written consent. Suntory is entitled to and reserves all rights to assign or novate this Agreement to any person or entity at any time and shall give the User subsequent notice of such assignment or novation.

A person who is not a party to this Agreement has no rights under the Contracts (Rights of Third Parties) Act, Chapter 53B of Singapore.

If any provision of this Agreement or part thereof is rendered void, illegal or unenforceable by any legislation to which it is subject, or if for any reason is found by a court of competent jurisdiction or an arbitrator to void, illegal or unenforceable, it shall be rendered void, illegal or unenforceable to that extent and it shall in no way affect or prejudice the enforceability of the remainder of such provision or the other provisions of this Agreement

No waiver or action made by us shall be deemed a waiver of any subsequent default of the same provision of this Agreement. No failure or delay in exercising or enforcing any privilege, right, remedy, or power hereunder shall be deemed a waiver of such provision by us. If any term, clause or provision hereof is held invalid or unenforceable by a court of competent jurisdiction, such invalidity shall not affect the validity or operation of any other term, clause or provision and such invalid term, clause or provision shall be deemed to be severed from this Agreement. All waivers must be in writing.

All headings are solely for the convenience of reference and shall not affect the meaning, construction or effect of this Agreement. 

This Agreement, together with our Privacy Notice, and such other terms and conditions as may be imposed by Suntory from time to time constitutes the entire agreement between the Parties with respect to your access and use of the Website, Services and the Materials contained therein, and your use of the Website and Services. This Agreement, together with our Privacy Notice, supersedes and replaces all prior understandings or agreements, written or oral, regarding such subject matter.

We make no representation that the Website, Services or any of the Materials contained therein are appropriate or available for use in other locations, and access to them from territories where their content or function may be illegal or is otherwise prohibited. Those who choose to access the Website and Services from such locations do so on their own initiative and are solely responsible for determining compliance with all applicable local laws.

Each Party acknowledges that the other party’s remedies at law may be inadequate to provide them with full compensation in the event of a breach of this Agreement, and that the non-breaching party shall therefore be entitled to seek injunctive relief in the event of any such breach, in addition to seeking all other remedies available at law or in equity.

Any notice, request, consent or approval required or permitted to be given under this Agreement or pursuant to law shall be sufficient if in writing and in the English language, and in the case of the User, when sent by email and/or registered mail to the relevant address provided by the User, and in the case of Suntory, to the address as set out below:
Email address: <email address>
Address: <address>
Any notice, request, consent or approval required or permitted to be given by us to the User shall be sufficient if in writing and in the English language, and shall be sent to the email address or physical address provided to us when the account was opened or so modified thereafter in our records.