DIGTL

Terms and Conditions

1. Introduction

   The following terms and conditions (the “Terms of Use”) are the Terms of Use for our website and technology platform (collectively the “Site”): digtl.co (website and any subdomains), invest.digtl.co/ (technology platform and any subdomains) or any white-labeled version of the technology platform used by our clients (you may see ‘Powered by DIGTL’) is made available by DIGTL Ltd. and its affiliates (“Digital Markets”, “DIGTL”, “we”, “us” or “our”).

   The contents of the Site include, without limitation, all information, data, products, materials, services, software applications and tools, design elements, text, images, photographs, illustrations, audio and video contents, artwork, graphics contained therein or otherwise made available to you in connection therewith (collectively the “Contents”) and, unless the context clearly requires otherwise, or we explicitly say so in writing, the term “Site” includes all of the Contents.

   These Terms of Use constitute a legally binding agreement between you and DIGTL regarding your use of and access to the Site. You acknowledge and agree that Digital Markets may, in its sole discretion, change, improve and/or correct any functionality or Contents of the Site and to suspend and/or deny access to the Site for any reason, without any obligation and without any notice.

   These Terms of Use do not alter in any way the terms and conditions of any other agreement you may have with Digital Markets, unless otherwise agreed to in writing by Digital Markets. If you breach any of these Terms of Use, your authorization to use the Site automatically terminates and you must immediately destroy any Contents in your possession and discontinue all use of the Site.

   By using this Site, you represent and warrant that you are at least the age of majority in your territory of residence, or in any event, at least eighteen (18) years of age.

2. Accepting the Terms of Use and Additional Terms

   By accessing and using the Site in any manner, you acknowledge that you have read these Terms of Use and all of the terms and conditions contained herein. Before continuing to use the Site, please read these Terms of Use and contact us if you have any questions.

   DIGTL reserves the right to amend, modify and supplement these Terms of Use from time to time as it sees fit with additional terms and conditions that govern certain information, content, products and services made available to you via the Site (“Additional Terms”). By accessing and using the Site, you accept and agree to comply with and be bound by such Additional Terms. Please review these Terms of Use from time to time to ensure that you are aware of and understand any Additional Terms.

   The Additional Terms and the Privacy Policy (located on the Site) are hereby incorporated by reference into these Terms of Use and form part of the legally binding agreement between you and us. To the extent that there is a conflict between these Terms of Use and any Additional Terms, the Additional Terms shall govern. These Terms of Use will remain in full force and effect as long as you are a user of the Site and, in the event of termination of any product, service or feature, you will still be bound by your obligations under these Terms of Use, the Privacy Policy, and any Additional Terms.

3. Non-Registrant

   DIGTL is a technology company, a listing advisor for global stock exchanges and provides consulting services. We are not licensed by or registered with the U.S. Securities and Exchange Commission, FINRA, or any other financial services regulator. Specifically, we are not a FINRA registered broker-dealer and do not offer or sell securities, or engage in any other broker-dealer activity. Nothing in this website constitutes an offer, distribution, solicitation, or marketing of any security. We are not an exchange, alternative trading system (ATS) or multilateral trading facility (MTF), escrow agent or transfer agent. We do not provide legal, accounting, tax, or regulatory advice, or hold custody of cash, virtual currencies, digital securities or digital assets for or on behalf of any third party.

   In addition, DIGTL does not provide investment advice, endorsement, analysis or recommendations with respect to any digital securities, and neither DIGTL nor any of its officers, directors, agents and employees makes any recommendation or endorsement whatsoever regarding any digital securities. Nothing on this website should be construed as an offer, distribution or solicitation of any digital securities, and DIGTL is not licensed as, and does not provide, custodial services. This Site is provided for informational purposes only, may not be complete, and may not contain certain material information. This Site does not take into account the particular objectives or financial circumstances of any specific person who may view it and the information contained in the Site has been prepared without reference to any particular user's requirements or financial situation. The contents of this Site do not constitute financial, legal, or tax advice.

   DIGTL does not operate an exchange or a trading venue, or a facility to permit the dissemination of price quotations for the purchase and sale of securities. Digital Markets does not act as a market or facility for bringing together orders for securities or derivatives, and does not execute trades on behalf of any person.

   No securities commission or other regulatory authority in any country or jurisdiction has in any way passed upon this information and no representation or warranty is made by DIGTL to that effect.

4. Use of the Site by You

   Your use of the Site is subject to all applicable local, provincial, state and federal laws and regulations. You may not use, allow, or enable others to use the Site, or knowingly condone use of the Site by others, in any manner that is, attempts to, or is likely to:

   1. be obscene, fraudulent, defamatory, libelous, indecent, discourteous, racially or ethnically offensive, harassing, threatening, abusive, pornographic or discriminatory;
   2. affect us adversely or reflect negatively on us, the Site, our goodwill, name or reputation or cause duress, distress, or discomfort to us or anyone else, or discourage any person, firm, or enterprise from using all or any portion, features, or functions of the Site, or from advertising, linking, or becoming a supplier to us in connection with the Site;
   3. send or result in the transmission of junk email, chain letters, duplicative or unsolicited messages, or so-called “spamming” and “phishing”;
   4. modify, disrupt, impair, alter, or interfere with the use, features, functions, operation, or maintenance of the Site or the rights or use and enjoyment of the Site by any other user;
   5. advocate or encourage any illegal activity;
   6. infringe upon or misappropriate the copyright, patent, trademark, trade secret, publicity rights or other intellectual property or proprietary rights of Digital Markets or any third party;
   7. violate the privacy of any individual, including users of the Site; or
   8. violate any applicable local, provincial, state or national laws or regulations (anywhere in the world).

   In order to access certain products and services offered on the Site or as part of the account registration process, you may be required to provide information about yourself (such as identification or contact details and jurisdiction of residence). You agree that any registration information you give to DIGTL will always be accurate, correct and up to date. You also agree that you will be the only authorized user of the Site under these Terms of Use and will be solely responsible for the confidentiality of any username and password supplied by you or provided to you. Should you become aware of any unauthorized use of your username or password with respect to any activity on the Site, you must immediately notify us via email or otherwise in writing. Upon receipt of such notice, we will take reasonable steps to stop any activity using your username or password, but neither DIGTL, nor any of its respective directors, officers, employees, agents, representatives or affiliates can or will have any responsibility or liability to any person whose claim may arise for any claims with respect to the handling or mishandling of any transaction on the Site resulting from the unauthorized use of your username or password.

   Unless you have been specifically permitted to do so in a separate agreement with DIGTL, you agree that you will not reproduce, duplicate, copy, sell, trade or resell the Contents or any DIGTL products and services for any purpose.

   You agree that you are solely responsible for (and that DIGTL has no responsibility to you or to any third party for) any breach of your obligations under these Terms of Use and for the consequences of any such breach.

   Certain areas of the Site are available only to users who have been authorized by DIGTL to access them. By accessing these portions of the Site and viewing its Contents, you agree to keep all such materials confidential. You agree not to disclose or otherwise provide any material obtained from the Site, to any person. Any non-confidential use must be authorized in writing and in advance by DIGTL.

5. User Generated Content

   You acknowledge and agree that to the extent that you generate content, you will be solely responsible for any content posted to the Site by you, including any events, news items, photos, videos, or comments (“User Content”). DIGTL will not be liable in any way for any such User Content submitted. You further agree that you will not:

   • submit any User Content which is harassing, abusive, threatening, harmful, libelous or defamatory, encourages conduct that could constitute a criminal offense or give rise to civil liabilities, or is unlawful in any other way.
   • submit any User Content protected by intellectual property laws or by rights of privacy, unless you own the rights thereto or have received all necessary consents. You shall be solely liable for any damage resulting from any
   • infringement of copyright, trademark or other proprietary rights;
   • submit any User Content which contains a virus or other harmful components;
   • engage in activity that interferes with or disrupts the use of the Site by other users;
   • submit any User Content that encourages any illegal activities, or provides guidance or instructional activities about such illegal activities; or
   • make any false representation, including impersonation of any person or entity or misrepresentation of your affiliation with any person or entity.

   You agree that no User Content submitted by you to the Site will:

   • violate any right of any individual, group, community or business, including but not limited to copyright, trademark, privacy, or other personal or proprietary rights;
   • be libelous or contain libelous or other otherwise unlawful, slanderous abusive, or obscene material, or constitute the misappropriation of trade secrets of any third party; or
   • disparage the products or services of any third party.

   DIGTL does not pre-screen, monitor or edit User Content posted or submitted to the Site. However, Digital Markets reserves the right to edit, limit or remove any such User Content in its sole discretion. Notwithstanding, you shall remain solely responsible for any User Content you submit or post.

   You may be exposed to User Content on the Site that is inaccurate, incomplete or unsuitable. Please notify Digital Markets (with the contact information posted at the bottom of this document) of any illegal or inappropriate User Content, and DIGTL will take appropriate action. Digital Markets will ensure that any offending comments are removed, and take appropriate action against the offender. Digital Markets will not be responsible for the User Content or accuracy of any information, and shall not be responsible for any acts taken or decisions made based on such information.

   DIGTL may establish procedures and practices relating to the use of and participation in the Site. Such procedures and practices may include limitations on the number of entries and the size of files that may be submitted, limitations on the number and type of User Content submitted at any given time and the number of days content will be saved before deletion. DIGTL will not be responsible for any User Content deleted by DIGTL or otherwise, or for your inability to submit any User Content.

6. Submissions

   You acknowledge and agree that any questions, comments, suggestions, ideas, feedback or other information about the Service (collectively, “Submissions”), provided by you to DIGTL are non-confidential and shall become the sole property of DIGTL which owns exclusive rights, including all intellectual property rights, and will be entitled to the unrestricted use and dissemination of these Submissions for any purpose, commercial or otherwise, without acknowledgement or compensation to you.

7. Links to Third-Party Sites

   Use of certain links on the Site will direct you away from the Site to third party websites. Such third party websites are not under the control of DIGTL, and DIGTL is not responsible for the contents of any such website or any link contained in such website. The third party links included on the Site are provided for your convenience, and the inclusion of such links does not imply a recommendation or endorsement by DIGTL of any such website or the products or services offered therein. If you decide to access any of the third party websites linked to the Site, you do so entirely at your own risk. You acknowledge and agree that DIGTL 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 the use of or reliance on any such third party websites.

8. Privacy and Personal Information

   For information about DIGTL' treatment and protection of personal information, please read our Privacy Policy at https://digtl.co/privacy. This policy explains how DIGTL treats your personal information, and protects your privacy, when you use the Site.

9. Intellectual Property Rights

   The Site together with all trade-marks and other intellectual property displayed, distributed, or otherwise made available via the Site, is the exclusive property of DIGTL, and its successors, assigns, licensors, and/or suppliers. Unless you have agreed otherwise in writing with Digital Markets, nothing in these Terms of Use gives you a right to use any of the Contents, DIGTL' trade-marks or other intellectual property of DIGTL. You may not assign or transfer any of the Contents and you may not grant a license to use or access the Site to any party.

   You may use the Site and the Contents solely for your non-commercial and limited personal use and for no other purposes.

   No information or statement contained in these Terms of Use or the Site shall be construed as conferring, directly or by implication, estoppel or otherwise, any license or right under any patent, copyright, trade-mark, or other intellectual property right of DIGTL or any third party. You must not alter, delete, or conceal any copyright or other notices contained on the Site, including notices on any of the Contents that you are permitted to download, transmit, display, print, or reproduce from the Site.

   You may not allow any third party (whether or not for your benefit) to reproduce, modify, create derivative works from, display, perform, publish, distribute, disseminate, broadcast or circulate to any third party (including, without limitation, on or via a third party website), or otherwise use, any Contents without the express prior written consent of DIGTL or its owner if DIGTL is not the owner.

   Any unauthorized or prohibited use of any Contents may subject you to civil liability, criminal prosecution, or both, under applicable federal, provincial, state and local laws.

   The limited rights granted to you under these Terms of Use may be revoked by DIGTL at any time for any reason whatsoever.

10. Electronic Signatures

    At certain times during your use of the Service, you may be requested to accept or decline or otherwise acknowledge certain terms and conditions, agreements, notices and/or disclaimers. You may also be asked to employ an S-Signature – a set of alphanumeric and/or non-alphanumeric characters of your own choosing, inserted between forward slash marks – to complete certain acknowledgements, agreements and/or instructions. In each such instance, you agree that your clicking on the appropriate box, tab, or other link, or your use of an S-Signature, constitutes an electronic signature for the purposes of your use of the Service. The electronic record thereof will be considered conclusive evidence of you having accepted, declined, or otherwise acknowledged such matter, absent manifest error by DIGTL.

11. Third-Party Information

    Any third-party content, data or publications made available through the Site are furnished by DIGTL on an as-is basis for your convenience and information. Any opinions, advice, statements, services, offers, or other information made available by third parties, including program hosts, information providers, or any user of the Site, are those of the respective author(s) or publisher(s) and not of Digital Markets. DIGTL DISCLAIMS ANY WARRANTY OR REPRESENTATION, EITHER EXPRESS OR IMPLIED, THAT THE INFORMATION IN SUCH PUBLICATIONS IS ACCURATE OR COMPLETE.

12. No Warranty

    YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR USE OF THE SITE IS AT YOUR SOLE RISK AND THAT THE SITE AND THE CONTENTS ARE PROVIDED “AS IS” AND “AS AVAILABLE.”

    IN PARTICULAR, DIGTL AND ITS LICENSORS DO NOT REPRESENT OR WARRANT TO YOU THAT:

    1. YOUR USE OF THE SITE WILL MEET YOUR REQUIREMENTS,
    2. YOUR USE OF THE SITE WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERROR,
    3. ANY INFORMATION OBTAINED BY YOU AS A RESULT OF YOUR USE OF THE SITE WILL BE ACCURATE OR RELIABLE, AND
    4. THAT DEFECTS IN THE OPERATION OR FUNCTIONALITY OF ANY SOFTWARE PROVIDED TO YOU AS PART OF THE SITE WILL BE CORRECTED.

    ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SITE IS DONE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR OTHER DEVICE OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL.

    NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM DIGTL OR THROUGH OR FROM THE SITE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS OF USE.

    DIGTL FURTHER EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

13. Limitation of Liability

    SUBJECT TO SECTION 12 ABOVE, YOU EXPRESSLY UNDERSTAND AND AGREE THAT DIGTL, AND ITS LICENSORS SHALL NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL CONSEQUENTIAL OR EXEMPLARY DAMAGES WHICH MAY BE INCURRED BY YOU IN CONNECTION WITH YOUR USE OF THE SITE, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY INCLUDING, BUT NOT LIMITED TO, ANY LOSS OF PROFIT, LOSS OF GOODWILL OR BUSINESS REPUTATION, LOSS OF DATA SUFFERED, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR OTHER INTANGIBLE LOSS, AND YOU HEREBY RELEASE DIGTL FROM ANY AND ALL CLAIMS OR ACTIONS ARISING FROM YOUR AUTHORIZED OR UNAUTHORIZED USE OF THIS SITE.

    THE LIMITATIONS ON DIGTL’ LIABILITY TO YOU IN THIS SECTION SHALL APPLY WHETHER OR NOT DIGTL HAS BEEN ADVISED OF OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF ANY SUCH LOSSES ARISING.

14. Termination

    We may terminate your use of the Site and/or access to the Contents, features, functionality, products and services made available in connection therewith, at any time and for any reason, with or without cause, without prior notice to you and without any liability or further obligation of any kind whatsoever to you or any other party.

    If you want to terminate your account with DIGTL, you may do so by closing your account, where DIGTL has made this option available to you.

    DIGTL may at any time, terminate your use of the Site if:

    1. you have breached any provision of these Terms of Use (or have acted in a manner which clearly shows that you do not intend to, or are unable to comply with the provisions of the Terms of Use);
    2. DIGTL is required to do so by law (for example, where the provision of the Site to you is, or becomes, unlawful);
    3. the partner with whom DIGTL offered the services to you has terminated its relationship with DIGTL or ceased to offer the services to you; or
    4. the provision of the Site to you by DIGTL is, in DIGTL' opinion, no longer commercially viable.

When these Terms of Use come to an end, all of the legal rights, obligations and liabilities that you and DIGTL have benefited from, been subject to (or which have accrued over time while the Terms of Use have been in force) or which are expressed to continue indefinitely, shall be unaffected by such termination.

15. Indemnification

    You agree to indemnify, defend, and hold harmless Digital Markets and its successors and assigns, and any of their respective officers, directors, employees, members, agents, representatives, licensors, advertisers, and suppliers from any liability, loss, claim, and expense (including reasonable legal fees) related to (a) your violation of these Terms of Use, and (b) your use of the Site.

    We reserve the right to assume, at our sole expense, the exclusive defense and control of any such claim or action and all negotiations for settlement, or compromise, and you agree to fully cooperate with us in the defense of any such claim, action, settlement or compromise negotiations, as we may request.

16. General

    These Terms of Use, together with any Additional Terms and the Privacy Policy constitute the entire agreement between you and DIGTL relating to your use and our provision of the Site.

    You agree that DIGTL may provide you with notices, including those regarding changes to these Terms of Use, by email, regular mail, or postings on the Site.

    You agree that if DIGTL does not exercise or enforce any legal right or remedy which is contained in these Terms of Use (or which DIGTL has the benefit of under any applicable law), this will not be taken to be a formal waiver of DIGTL' rights and that those rights or remedies will still be available to DIGTL.

    If any provision of these Terms of Use is held to be illegal, invalid or unenforceable, this will not affect any other provision of these Terms of Use and the agreement between you and us will be deemed amended to the extent necessary to make it legal, valid, and enforceable.

    The laws of the British Virgin Islands applicable therein shall govern these Terms of Use in all respects, without giving effect to conflicts of laws principles.

    No email address found on the Site may be harvested or otherwise used for purposes of solicitation.

17. Obtaining DIGTL' Consent

    To request the consent of DIGTL for any of the actions for which such consent is required under these Terms of Use, please send an email to admin@digtl.co. Digital Markets reserves the right to refuse any such requests in its sole discretion.

MERJ

Terms and Conditions

1. Third Party Permission

   I authorize MERJ or any relevant third party to obtain confirmation or additional information from an authorised bureau and is entitled to verify my details and that I am obliged to assist in such verification promptly when requested to do so.

2. Truthfulness Statement

   I acknowledge that MERJ will rely on the truthfulness and completeness of the information provided.

3. Confirmation Disclosure

   By agreeing to be bound by the terms and conditions of the Application Form, you confirm that the details contained in this Application Form and in your supporting documents are true and correct. You will not be able to claim later that the details that you have included in this Application Form and in your supporting documents were not true and correct when you submitted this Application Form or the supporting documents. MERJ or other persons may also have claims and rights against you because of the details that you put in this Application Form AND PROVIDING FALSE INFORMATION COULD BE A CRIMINAL OFFENCE.

4. Privacy Policy

   I confirm that I have read, understood and accept all aspects of the Privacy Policy.

5. Separate Business Entities

   I agree that MERJ, the Introducing Broker and the Service Provider are separate business entities and are not affiliated in any way. I agree the Introducing Broker is paid a fee by MERJ for each transaction, and there may be conflicts of interest.

6. MERJ & Trades

   I agree that the trading account to be opened on MERJ Exchange are execution only account(s) and that MERJ does not solicit any trades, nor provide any advice nor recommendation on the securities and that investors who trade through a MERJ Platform make their own trading and investment decisions.

7. MERJ & Markets

   I agree that listings on MERJ's markets are high-risk speculative investments and may not have accurate valuations.

8. Electronic Signatures

   I agree and understand that all electronic signatures are the legal equivalent of my manual/handwritten signature and I consent to be legally bound by any electronically signed agreements. I further agree my electronic signature on any documents is as valid as if I signed the document in writing. I also affirm that my electronic signature will be used with my full knowledge and consent and am legally bound to the Terms and Conditions of any electronically signed Agreement.

Disclaimer: Data Feed Reference for Trading of MERJ FDIs on Foreign Listed Stocks

Please read this disclaimer carefully before using the data feed reference provided by MERJ Exchange ("MERJ") for trading purposes. This disclaimer outlines important information and limitations regarding the use of the data feed reference, which is sourced from a third-party data vendor and may not reflect the exact bid/ask prices of the foreign securities exchange ("Foreign Exchange") where an underlying Principal Securities transaction associated with the MERJ Foreign Depository Interest (“FDI”) is usually executed at any given time.

1. Data Feed Reference

   MERJ provides a data feed reference sourced from a third-party data vendor for informational purposes only. This data feed reference displays bid/ask prices and other relevant market data related to MERJ FDI’s over Principal Securities listed on Foreign Exchanges.

2. Information Accuracy

   While MERJ strives to ensure the accuracy and timeliness of the data feed reference, we do not guarantee its completeness, accuracy, or reliability. The data feed reference is provided "as is" without any warranties, express or implied, regarding its fitness for a particular purpose or non-infringement.

3. Third-Party Data Vendor

   MERJ relies on a third-party data vendor to provide the data feed reference. We do not control the accuracy or availability of this data feed and cannot be held responsible for any errors, delays, or disruptions in the data provided by the vendor.

4. Independent Market Analysis

   Participants of MERJ are encouraged to conduct their own independent market analysis and exercise their own judgment when placing orders based on the data feed reference. The data feed reference should be used as a reference point and not as the sole basis for making trading decisions.

5. Price Discrepancies

   Due to factors such as market volatility, order execution delays, or differences in liquidity between MERJ and the Foreign Exchange, the bid/ask prices displayed in the data feed reference may not precisely match the current bid/ask prices on the Foreign Exchange. It is important to note that prices on the Foreign Exchange are the authoritative prices for trading purposes.

6. Indemnification

   By using the data feed reference provided by MERJ, you acknowledge and agree to indemnify, defend, and hold MERJ harmless from any claims, losses, damages, liabilities, costs, and expenses arising out of or related to your reliance on the data feed reference.

7. Modification and Termination

   MERJ reserves the right to modify or terminate the provision of the data feed reference at any time without prior notice. We may also update this disclaimer periodically, and it is your responsibility to review the most recent version.

By using the data feed reference provided by MERJ, you acknowledge that you have read, understood, and agreed to the terms and conditions outlined in this disclaimer. If you do not agree with any part of this disclaimer, please refrain from using the data feed reference.

If you have any questions or concerns regarding this disclaimer, please contact MERJ's customer support for further assistance.