ILLIO – TERMS OF USE

These Terms of Use are effective as of 1 June 2020.

PLEASE READ THESE TERMS OF USE CAREFULLY.

These Terms of Use cover important information about the Platform. Your access to this website is subject to all applicable terms, whether or not you are a registered user.

Welcome to illio.

These Terms of Use and any other terms and documents expressly incorporated herein, each as may be amended, supplemented or replaced from time to time (together, the "Terms of Use") apply to your use and subscription to the illio website or one of our other services, all of which are part of illio 's platform (the "Platform").

These Terms of Use are entered into by and between you as a user (referred to as "User" or  "you") and illio Technology Limited (a company registered in Hong Kong (No. 2845489)) and its affiliates (referred to as "illio", "we" or "us"), and  supersede and replace any terms and conditions of services that you may have previously agreed with illio in connection with the Platform.

Your access to and use of the Platform (whether as a registered user or otherwise) constitutes your agreement to be bound by these Terms of Use. The offering of the Platform to you is conditional on your acceptance of these Terms of Use. If you do not agree to these Terms of Use, you must not access or use the Platform.

For more details about illio's privacy practices, please refer to our Privacy Policy available at the following webpage: www.illio.com.

The information available on this Platform is general in nature and is provided for information purposes only. Information provided to you on this Platform does not and is not intended to constitute advice on, or a solicitation or offer of, or recommendation on, any investment or financial products of any nature, or constitute an invitation or inducement to engage in investment activity. You may wish to seek your own professional advice suitable to your particular circumstances prior to making any investment or if you are in doubt as to the information on this Platform.

1. USER

1.1. Eligibility

By accessing or using the Platform, you confirm that:

(a) you are of legal age in your jurisdiction and not under 18 years old. If you are under 18 years old, you must not access or use the Platform;

(b) you have full power, capacity and authority to agree to these Terms of Use or, if you are acting on behalf of a company or entity, that you have the authority to bind such entity to agree to these Terms of Use, and have not been previously suspended or removed from using the Platform;

(c) you acknowledge and agree that (i) no investment, tax or legal advice is being, or will be, provided on the Platform, and (ii) you shall be responsible for your own investment decisions based on your own independent research and analysis and seeking independent investment advice; and

(d) you are not accessing the Platform in any jurisdiction where it is prohibited under Applicable Laws or where we do not authorise usage.

It is your responsibility to check whether any restrictions under Applicable Laws apply to you in relation to the Platform. No information referred to on the Platform are directed at, or offered to, any one in a jurisdiction where: (i) advertising, offering or selling by us is not allowed by Applicable Laws, or (ii) illio would have to register or obtain a licence registration, authorization or other approval which we do not currently have. Distributing information in certain jurisdictions may be restricted by Applicable Law. As a result, you must be aware of, and comply with any such restrictions.

1.2. User Account Creation

To use certain features of the Platform, you will need to create a user account (each, a "User Account"):

(a) Individual User Account: you will need to provide your first and last names, an email address, a password, your date of birth and other information that we may require from time to time (for example, if you wish to receive postal invoices, we may request a billing address); or

(b) Corporate User Account: you will need to provide the first and last names of the individual completing the registration process as authorised contact on behalf of the relevant entity, the name of the entity that will be the User and certain other information relating to and identifying that entity. In these Terms of Use, save where the context requires otherwise, "you" will refer to the Corporate User and not the individual contact person.

For the purposes of these Terms of Use, references to an "Individual User" mean a User who is an individual; references to a "Corporate User" include any User that is not an individual or natural person, regardless of where the entity is incorporated or established. 

You will also be required to create a username and password for the User Account in order to access the Platform. Please provide accurate and current information when creating your User Account.

illio may, at its sole discretion:

(a) limit the number of User Accounts that you may create or maintain;

(b) stipulate additional conditions and requirements for the opening or maintaining of User Accounts; and/or

(c) refuse to create a User Account for you.

1.2. Security

By using the User Account, you will be responsible for maintaining the security of your User Account, for all activities that occur under the User Account and any other actions in relation to the User Account (with or without your permission). illio is not responsible for any loss or activity that results from the unauthorised use of your User Account.

Individual Users should not share the access details of your User Account (including passwords) with any other person or allow any other person to access your User Account.

Corporate Users must take all necessary measures to ensure the access details of the User Account (including passwords) are accessible only to persons it has authorised to access the User Account and act on its behalf in connection with the User Account.

You must immediately notify the illio team in writing at This email address is being protected from spambots. You need JavaScript enabled to view it. of any unauthorised use of your User Account or any other breaches of security.

1.3. Suspension and termination

illio will have the right to suspend access to your User Account, or to terminate your User Account, at any time and for any reason (including where you are in breach of any of the provisions in this Term of Use), subject to Applicable Laws.

Upon final termination of your User Account, illio will permanently delete information relating to your portfolio of investments ("Portfolio Data") and, in the event that you re-register in future, your past Portfolio Data can therefore not be restored.

You acknowledge and agree that these Terms of Use continue to apply even after your User Account expires or is terminated, or where you have stopped using the Platform.

2. SUBSCRIPTION

2.1. Subscription

You can choose to become a subscriber to the Platform on an annual basis, or for such other periods that illio may offer from time to time. The applicable fees are set forth on the illio webpage www.illio.com.

Eligibility for any promotions or discounts is ascertained at the time you become a subscriber and cannot be changed during the term of your subscription. You are responsible for reading and understanding the specific terms and conditions applicable to any promotions or discounts.

illio reserves the right to revise and update the applicable fees for subscriptions, and the different subscription packages available, at any time at its sole discretion. We may revise or update fees from time to time. However, any price changes to your subscription plan will apply to subsequent billing cycles following notice of the change(s) to you. Prior to the subsequent billing cycle, if you do not agree to the revised fees, you may cancel your subscription by contacting illio using the details set out in Clause 9. Otherwise, you will be deemed to have agreed to the revised fees, which will be automatically applied on the subsequent billing cycle.

2.2. Payment details

You can pay the fees for your subscription on the illio website through a credit card payment.

The currency in which your subscription is payable will be specified during the order process, and may vary depending on your jurisdiction of residence.

When you purchase a subscription, you must provide us with complete and accurate payment information. By submitting payment details you promise that you are entitled to purchase a subscription using those payment details. If we do not receive payment authorisation or any authorisation is subsequently cancelled, we may immediately terminate or suspend your access to your subscription. illio reserves the right to contact the issuing bank/payment provider and/or law enforcement authorities or other appropriate third parties if there is suspicious activity.

In addition to the subscription fee you are charged, certain banks and credit card issuers will charge a foreign transaction fee on transactions which take place abroad or in a foreign currency. You are responsible for paying any such fees.

2.3. Automatic renewal of subscription

Your subscription will automatically renew unless you cancel at least fourteen (14) days before the end of the current billing period. However, you may cancel your subscription at any time by navigating to your profile page and following the prompts to cancel your subscription.

2.4. Cancellation and refund of subscription fees

Except as permitted in accordance with Clause 2.3 above, subscriptions are non-cancellable and non-refundable and there is no right to refunds or credits unless required by Applicable Laws. Although you may notify us of your intention to cancel your subscription at any time, such notice will only take effect at the end of your then current subscription period, and you will not receive a refund.

3. USE OF THE PLATFORM

3.1. By using the Platform, you confirm that you will not use the Platform for any of the following:

(a) Unlawful Activityany activity that: (i) involves proceeds from any illegal or unlawful activity; (ii) publishes, distributes or disseminates any illegal or unlawful material or information; or (iii) otherwise violates, or could possibly violate, any civil and common laws, statutes, subordinate legislation, treaties, regulations, directives, decisions, by-laws, ordinances, circulars, codes, orders, notices, demands, decrees, injunctions, resolutions and judgments of any government, quasi-government, statutory, administrative or regulatory body, court, agency or association by which illio or the User are bound in any jurisdiction applicable to the access and use of the Platform ("Applicable Laws").

(b) Unauthorised Use – any activity that: (i) interferes with, disrupts, negatively affects or inhibits other Users from accessing or fully enjoying the Platform; (ii) introduces to the Platform any malware, virus, trojan horse, worms, logic bombs or any other programme that would otherwise result in any technical glitch, malfunction, failure, delay, default or security breach; (iii) attempts to gain unauthorised access, whether through password mining or otherwise, to other User Accounts, computing systems or networks connected to the Trading Platform; (iv) undermines the security or integrity of the computing systems or networks on which the Platform is hosted; (v) attempts to modify, copy, reproduce, reverse engineer or decompile the Platform or the computer programs used to deliver the Platform; (vi) uses the User Account information of another person to access or use the Platform; or (vii) transfers access or rights to your User Account to a third party.

(c) Abusive Acts – any act that: (i) defames, abuses, extorts, harasses, stalks, threatens or otherwise violates or infringes the legal rights (such as, but not limited to, rights of privacy, publicity and intellectual property) of any other person; (ii) incites, threatens, facilitates, promotes, or encourages hate, racial intolerance or violent acts towards any other person; or (iii) harvests or otherwise collects information from the Platform, including about other Users.

(d) Fraud – any act that: (i) attempts to defraud illio or any other person; or (ii) provides false, inaccurate or misleading information to illio.

3.2. You understand and agree that the information and any other content contained in or provided to you on this Platform is general in nature and is provided for information purposes only. Information provided to you on this Platform does not take into account your specific investment objectives, financial situation, tax situation or particular needs, and (a) does not and is not intended to constitute advice on, or a solicitation or offer of, or recommendation on, any investment or financial products of any nature, and (b) does not and is not intended to constitute an invitation or inducement to engage in investment activity. Nothing on this Platform shall be construed as giving any recommendation or advice on any securities or investments or as inducing any person to buy or sell securities or investments. You may wish to seek your own professional advice (including financial, legal and tax advice) suitable to your particular circumstances prior to making any investment or if you are in doubt as to the information on this Platform. The information contained on this Platform is not directed at or intended for distribution or publication to, or use by any person who is a resident of or located in any jurisdiction in which the direction, distribution or publication or use of such information would be contrary to Applicable Laws or which would subject illio (or any other person referred to on this Platform) to any registration or licensing requirements in respect of that jurisdiction. illio is not licensed, registered, authorised or otherwise regulated in any jurisdiction by any regulatory authority.

4. AVAILABILITY OF SERVICES AND SECURITY

4.1. illio shall use commercially reasonable efforts to ensure that the Platform is available to you. However, access to the Platform may be disrupted from time to time due to necessary maintenance, technical issues, network and system capacity constraints or other events outside of illio's control. illio will use commercially reasonable efforts to avoid downtime of the Platform, but assumes no liability if the Platform or any part thereof is unavailable at any time or for any period.

4.2. You acknowledge and agree that you are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for antivirus protection and accuracy of data input and output, and for maintaining a means external to the Platform for any reconstruction of any lost data.

4.3. You acknowledge and agree that illio shall not have any liability or be responsible in any way for: (a) your use of the internet to connect to the Platform or any technical problems, system failures or security breaches; (b) the hardware that you use to access the Platform (including in respect of viruses and malicious software, and any inappropriate material) and the integrity and proper storage of any of your data associated with the Platform that is stored on your own hardware; or (c) any fees you may incur in order to connect to the internet for the purpose of using or accessing the Platform.

4.4. You must immediately notify the illio team in the event that you become aware of any part of the Platform malfunctioning or if you otherwise experience any material malfunction or other connectivity problem that adversely affects your access to or use of the Platform.

5. INTELLECTUAL PROPERTY AND USE LICENCE

5.1. illio's ownership of the Platform

All of the patents, trademarks, logos, trade names, rights in domain names, copyrights, moral rights, design rights, database rights, rights in undisclosed or confidential information (such as know-how, trade secrets and inventions (whether or not patentable) and other similar intellectual property rights (whether registered or not)) and applications for such rights as may exist anywhere in the world (collectively, "Intellectual Property Rights") in the Platform and the material published on and through it are owned by illio, its licensors and other providers of such material and are protected by applicable intellectual property laws and treaties around the world. You may not engage in any activity on or through the Platform that infringes or otherwise makes unauthorised use of another party’s Intellectual Property Rights.

5.2. User's licence to use Platform

You are not granted any right to use, and may not use, any of illio's Intellectual Property Rights other than as set out in these Terms of Use and subject to the following conditions:

(a) you are granted a limited, personal, non-transferable, non-sublicensable and revocable license to access and use the Platform (or any part of it or its contents) for your own personal use and may not copy, reproduce, republish, upload, re-post, modify, transmit, distribute or otherwise use the Platform (or any part of it or its content) in any way for non-personal, public or commercial use without prior written consent from illio;

(b) you may not remove or modify any copyright, trademark or other proprietary notices that have been placed in any part of the Platform; and

(c) you may not use any data mining, robots or similar data-gathering or extraction methods.

illio reserves the right to monitor your use of the Platform and to alter or revoke your license or your access to the Platform at any time and for any reason. Any monitoring by illio will be restricted to technical purposes only (e.g. Platform maintenance), but illio will not, subject to Clause 7.4, access your Portfolio Data or grant such access to another other person, other than where you have provided consent to such access or in the event of urgent technical necessity.

Your license shall terminate upon the expiry or termination of your User Account.

6. THIRD PARTY SERVICES AND  CONTENT

In using the Platform, you may view content provided by third-parties, including links to web pages and services of such parties ("Third Party Content"). Unless expressly stated otherwise, illio does not control, endorse or adopt any Third Party Content and has no responsibility for Third Party Content including material that may be misleading, incomplete, erroneous, offensive, indecent or otherwise objectionable in your jurisdiction.

Your dealings or correspondence with such third parties are solely between you and the third party. illio is not responsible or liable for any loss or damage of any sort incurred as a result of any such dealings, and you understand that your use of Third Party Content, and your interactions with third parties, is at your own risk.

If you access the Platform through or using any services or software provided by third parties, you acknowledge and agree that illio is not responsible or liable for any loss or damage of any kind incurred as a result of your use of such third party services or software.

7. LIMITATIONS OF LIABILITY, DISCLAIMER, INDEMNITY

7.1. Limitation of Liability

(a) Nothing in these Terms of Use shall exclude or restrict illio's liability for: (a) death or personal injury resulting from the negligence of illio or its Associated Parties (defined below); (b) fraud or fraudulent misrepresentation; or (c) any other matter that cannot be excluded or limited under Applicable Laws.

(b) Subject to the foregoing, to the maximum extent permitted by Applicable Law:

(i)   in no event shall illio, its affiliates and its and their respective shareholders, members, directors, officers, employees, attorneys, agents, representatives, suppliers and contractors (collectively, "Associated Parties") be liable for any:

(A)  indirect or consequential loss, including any loss or damage of a kind or extent which was not reasonably foreseeable at the time of entering into these Terms of Use; or

(B)   loss of profit, business opportunity, anticipated savings, revenue or goodwill,

in each case, whether arising from breach of contract, tort (including negligence), breach of statutory duty or otherwise, arising out of or in connection with authorised or unauthorised use of the Platform, or these Terms of Use; and

(ii)   illio and the Associated Parties' aggregate liability whether arising from breach of (including negligence) contract, tort, breach of statutory duty or otherwise (including any liability for any negligent act or omission) howsoever arising out of, or in connection with, the performance of its obligations under these Terms of Use in respect of any one or more incidents or occurrences shall be limited to the greater of: (i) HKD 1,000; and (ii) the total amount of fees received by illio or the Associated Parties from you in connection with your use of the Platform in the twelve (12) month period prior to the date of the first incident or series of connected incidents giving rise to a claim made by you under these Terms of Use.

7.2. Disclaimers

To the maximum extent permitted under Applicable Law, the Platform and any product, service or other item provided by or on behalf of illio are provided on an "as is" and "as available" basis and illio expressly disclaims, and you waive, any and all other warranties of any kind, whether express or implied, including implied warranties of merchantability, fitness for a particular purpose, title or non-infringement or warranties arising from course of performance, course of dealing or usage in trade. Without limiting the foregoing, illio does not represent or warrant that the Platform is accurate, complete, reliable, current or error-free, or free of viruses or other harmful components.

7.3. Indemnification

To the maximum extent permitted by Applicable Law, you agree to indemnify and hold harmless immediately upon demand illio and the Associated Parties from any claim, demand, lawsuit, action, proceeding, investigation, liability, damage, loss, cost or expense including reasonable attorneys' fees, in any way arising out of, in relation to or in connection with directly or indirectly:

(a) your use of, or conduct in connection with, the Platform;

(b) your breach of these Terms of Use;

(c) feedback or submissions you provide; or

(d) your violation of any Applicable Law or the rights of any other person or entity.

You will provide illio and the Associated Parties with any assistance that illio and the Associated Parties reasonably requests in defending any such action or proceeding.

7.4. Confidentiality

illio will keep your Portfolio Data confidential on the terms herein and exercise at least the same degree of care with respect to the Portfolio Data that illio exercises to protect its own confidential information of a similar nature, and in any event, no less than reasonable care.

You grant illio the right to use and disclose the Portfolio Data to the extent necessary (i) for the purposes of storage and purely technical processing at illio's direction, subject to industry-standard security measures (e.g. storage on a secure cloud); (ii) where illio is required to do so pursuant to Applicable Laws; and (iii) in the event of a sale of the illio business as a whole. illio may disclose Portfolio Data to Associated Parties who have a "need to know" such information and only to the extent necessary to provide the services on the Platform.

8. CHANGES AND UPDATES TO THE PLATFORM AND TERMS OF USE

illio may terminate or modify any feature or part of the Platform at any time without notice but will use commercially reasonable endeavours to notify you in advance of any change which would materially impact your use of the Platform. illio may also revise and update these Terms of Use at any time in its sole discretion by posting an updated Terms of Use on the Platform. All such changes to the Terms of Use are effective immediately when posted to the Platform and apply to all access to and use of the Platform (including orders placed on the Platform) thereafter. Your continued use of the Platform following the posting of such revised Terms of Use constitutes your acceptance and agreement to the changes which are binding on you.

9. COMPLAINTS, GOVERNING LAW AND DISPUTE RESOLUTION

9.1. If you have any questions, feedback or complaints, please contact the illio team at the following email address: This email address is being protected from spambots. You need JavaScript enabled to view it.. Alternatively, you can contact the illio team by completing a contact form (available at this webpage: www.illio.com) or through a chat function on the illio website.

9.2. These Terms of Use (including a dispute relating to its existence, validity or termination) and any non-contractual obligation or other matter arising out of or in connection with it are governed by the laws of Hong Kong. The courts of Hong Kong have exclusive jurisdiction to settle any dispute arising from or connected with these Terms of Use.

9.3. If you are a consumer for the purposes of the laws of the jurisdiction of which you are resident, you may benefit from any mandatory provisions of such laws. Nothing in these Terms of Use, including this Clause 9, affects your rights as a consumer to rely on such mandatory provisions of law.

10.   GENERAL

10.1.        Data Privacy

We will only use your personal information as set out in illio's Privacy Policy (as amended from time to time) available at the following webpage: www.illio.com.

10.2.        Transfers

illio may transfer its rights and obligations under these Terms of Use to another entity, but this will not affect your rights or illio's obligations under these Terms of Use or the Privacy Policy. You may not transfer your rights and obligations under these Terms of Use to another person.

10.3.        Validity

If any provision of these Terms of Use is deemed unlawful, void or unenforceable, that provision shall be deemed severed from the remaining provisions and shall not affect their validity and enforceability.

10.4.        Waiver

No waiver of any provision hereof shall be valid unless in writing and signed by the parties. Any failure to enforce any right or remedy hereunder shall not operate as a waiver of the right to enforce such right or remedy in the future or of any other right or remedy.

10.5.        Relationship of the parties

Nothing in the Terms of Use: (a) is intended to, nor shall create or be deemed to create, any partnership, joint venture, agency, consultancy or trusteeship, or (b) shall give rise to any fiduciary or equitable duties owed by illio to you.

10.6.        Third party rights

A person who is not a party to these Terms of Use has no right whether by applicable statute or otherwise to enforce any term of these Terms of Use.

10.7.        Force Majeure Event

A "Force Majeure Event" means any event beyond illio's reasonable control, including flood, extraordinary weather conditions or earthquake, or other act of God, fire, war, insurrection, riot, labour dispute, accident, action of government, communications, power failure, or third party system.

If a Force Majeure Event occurs that affects illio's ability to perform its obligations under these Terms of Use, the illio team will contact you as soon as reasonably possible to notify you and illio's obligations under these Terms of Use will be suspended and the time of performance of our obligations will be extended for the duration of the Force Majeure Event.

Where a Force Majeure Event takes place and you no longer wish to be a subscriber, you may cancel your subscription and receive a full refund.

 

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