Last updated 1 July 2026

 

1.          Introduction

 

1.1.   These terms (“User Terms”) govern your access to and use of the Platform (which includes our Platform-related websites, mobile applications, browser plug-in, software and updates thereto as made available from time to time) provided by us, Libeara (Singapore) Pte. Ltd (UEN 202302950G) (hereinafter referred to as “Libeara”, “we”, “us” or “our”). Therefore, any access to and use of the Platform by you (“Platform Use”, “Using this Platform”, “Use this Platform” or any derivative) is granted by us to you as a result of such User Terms.

 

 

1.2.     Our products and services are only available to certain qualified investors, namely accredited investors and institutional investors (each as defined in the SFA). The information presented here and on the Platform does not constitute an offer to the general public and is intended solely for such qualified investors.

 

1.3.     You acknowledge and agree that we act purely as introducing broker in relation to the capital markets products listed on our Platform and accordingly our relationship with you is limited to our introduction to the issuer and/or the manager of such products. Hence, while the Platform may enable you to perform and/or receive certain services and review certain content related to your intended participation and investment in certain investment products, such as Digital Fund Tokens, the management and/or issuance of such investment products that you may participate and invest in through the Platform (“Investment Services”) is conducted by third parties, and you must be aware of the identity of the contractual third party that you are or may be matched with. You must conduct your own reasonable due diligence or research, seek independent verification, and/or obtain financial, tax and legal advice from your independent advisers on the suitability of such investment products for your specific financial needs and objectives. Under no circumstances shall we be responsible, or liable to you or any other person or entity, for any direct or indirect losses, damages or costs in connection with the management and suitability of the investment products made available on our Platform.

 

1.4.     By using the Platform:

 

(A)      you agree to these User Terms and the terms of our Privacy Policy, as amended, supplemented or replaced from time to time, which shall govern your Platform Use. If you do not agree to these User Terms, please do not use this Platform.

 

(B)       you expressly represent and warrant that:

 

(i)         Capacity:

 

(a)   You (whether acting in your own capacity or otherwise), are at least 18 years old or of legal age to form a binding contract under all applicable Laws, and have full mental capability to enter into these User Terms and any other agreement(s) entered into pursuant to, or in connection with, these User Terms, and to make decisions in relation to your Platform use;

(b)  you are an individual, legal person or other organization with full legal capacity and authority to (1) use this Platform; (2) enter into and deliver, and perform your obligations under these User Terms; and (3) if you are using this Platform or are entering into these User Terms on behalf of a legal person or other organization of which you are an employee, agent or representative, you have all necessary rights, power and authority to act on behalf of and bind such legal person or other organization to these User Terms; and

 

(ii)           Compliance with Applicable Laws & Sanctions:

(a)   Your Platform use complies with applicable Laws at all times;

(b)  you are not subject to Sanctions or located or resident in a Sanctioned Country or on a Sanctions List;

(c)   you are not using this Platform from a Sanctioned Country; and

(d)  you comply in all respects with Sanctions that are applicable to you.

 

(C)       you also expressly acknowledge and agree that:

 

(i)             while we may allow your use of the Platform, the  Investment Services and Fund Manager Content are provided to you solely by the Fund Manager (or the Fund Manager Representative), and under no circumstances shall we be responsible or liable to you or any other person or entity for any direct or indirect losses, damages or costs by reason of, or arising from, or as a consequence of, your use of the Investment Services and/or the Fund Manager Content;

(ii)           all Platform Content is provided for general informational purposes only. While we use reasonable efforts to ensure that Platform Content is accurate, complete, and up to date, we make no representations, warranties, or guarantees, whether express or implied, regarding the reliability, suitability, timeliness, or accuracy of such Platform Content. You are solely responsible for evaluating and acting upon any Platform Content. Platform Content may include information sourced from third parties, and we do not independently verify or endorse such third-party information. Where Platform Content incorporates or links to third-party content, we are not responsible for such content and disclaim any liability in connection with it.

(iii)         we do not (and neither do any of our Affiliates or our respective Personnel) provide any legal, regulatory, or tax advice, and neither we, any of our Affiliates nor any of our respective Personnel act as your agent or owe any fiduciary or other duties to you in connection with your Platform Use; we are not (and do not propose to be) custodians nor do we provide any custodial services with respect to any investment products (including the Digital Fund Tokens);

(iv)          Libeara may receive referral or introducer fees for its introduction of capital markets products or services to you via the Platform. In addition, Libeara may also earn a fee from the Fund Manager or issuer of these products for the provision of Libeara’s non‑capital markets related services, such as the provision of tokenisation technology services. As a result, due to Libeara’s potential involvement in various areas of the issuance and offer of these products, we may have, or appear to have, conflicts of interest. We will identify, monitor, and manage such conflicts in line with Singapore regulations and guidelines on fairness, transparency, and sound governance. Our internal policies include safeguards to disclose material conflicts and significant commercial arrangements affecting the services we introduce. You must read these User Terms carefully and seek independent professional advice if uncertain about any potential conflict or how it may affect their interests. This disclosure is for general information only, is not a substitute for licensed financial advice and/or independent legal advice, and does not rewrite or override any contractual terms governing your Platform Use;

(v)           we do not (and do not propose to) provide any remittance services, nor do we provide (or propose to provide) any fund management or fund administration services with respect any investment products, including any Fund;

(vi)          any request to subscribe, transfer or redeem Digital Fund Tokens, or whitelist any Unhosted Wallet is ultimately subject to the approval of the Fund Manager (and not us);

(vii)        with respect to the Digital Fund Tokens:

(a)   we are neither the issuer of the Digital Fund Tokens nor do we have any obligation to issue, redeem or repurchase the Digital Fund Tokens;

(b)  we do not make any assurance or warranty about the suitability of any Digital Fund Tokens for trading or ownership by you (or on your behalf); and

(c)   the availability of the Digital Fund Tokens on this Platform does not indicate our approval or disapproval of the Digital Fund Tokens or the integrity, security or operation of the Digital Fund Token or its underlying technology;

(viii)      we are not in any way controlling or operating any keys in relation to any Digital Wallet and do not propose to do so;

(ix)          we will not (and do not propose to) effect any fiat transfers between you and any Fund, any Fund’s trustee and/or the Fund Manager in relation to any Digital Fund Tokens nor will we at any time hold any assets or monies that belong to any Fund or you (whether in the form of fiat, Digital Fund Tokens or Designated Fiat-backed Stablecoins)

(x)           we do not process or effect the conversion of any fiat into Designated Fiat-backed Stablecoins and vice-versa. Any such conversion is effected by the Fund’s designated on/off-ramp service provider in relation to any Digital Fund Tokens, and is subject to prevailing market rates and applicable fees. As a result, the amount of fiat or Designated Fiat-backed Stablecoins you receive (as applicable) may be less than the amount transferred; and

(xi)          this Platform is not an “organised market” within the meaning provided to it under the SFA.

 

1.5.     The definitions of capitalised terms used in these User Terms unless otherwise defined are set out at the end of these User Terms under the “Definitions” Section.

 

2.          Our Relationship with You

 

2.1.     Pursuant to our agreement with the Fund Manager(s), we have provided the Platform to facilitate the provision of the Investment Services to you by the Fund Manager, including allowing Users to submit a request(s) to: (A) open an Account and (if applicable, whitelist their Unhosted Wallets for Use in connection with the Digital Fund Tokens; and (B) subscribe, transfer and/or redeem the Digital Fund Tokens.

 

2.2.   Your Platform Use and the Use of the Investment Services (or any part thereof) shall, at all times be subject to these User Terms, and without limiting the generality of the foregoing, shall also always be subject to: (A) the Fund Manager’s continued Use of all of our services in a manner satisfactory to us (and as determined in our sole and absolute discretion); (B) the Fund Manager’s approval (or continued approval) to allow your use of the Investment Services; and (C) your compliance with these User Terms.

 

2.3.     You are solely and fully responsible for all activities that occur under or in connection with your Platform Use (including any such activities that occur on your behalf) and/or your Account. We shall not be responsible or liable to you or any third party for any loss or damage whatsoever as a result of any unauthorised Platform Use (including on your behalf) or any unauthorised access to your Account, whether or not we have been notified of such unauthorised Platform Use or access by you, the Fund Manager or otherwise. Any unauthorised Platform Use (including on your behalf) will constitute a breach of these User Terms by you.

 

2.4.    We do not (and neither are we obliged to) verify the identity of any person using this Platform or the authority of any person Using this Platform on your behalf. We shall be at liberty to accept and place full reliance on any information, instructions or requests submitted or provided through or on this Platform. If you should notice any unauthorised or suspicious activity conducted on this Platform on your behalf or in relation to your Account, you must notify us immediately, and provide us with a police report and any other information and documents as we may require.

 

3.          Your Use of this Platform

 

3.1.     In order for you to Use this Platform, you will be required to provide certain information to enable us to complete and satisfy such screening process as may be required (i) by us to allow such Use of the Platform (the “Platform Screening Process”) and, (ii) to fulfil any on-boarding requirements and compliance obligations, and comply with such other processes and requirements as may be prescribed by us, the Fund Manager and/or the Fund Manager’s Representative from time to time (including identity verification and due diligence assessment on you) by such means and in such manner as determined by us in our sole and absolute discretion. We may, in our sole and absolute discretion and without notice refuse to allow your use of this Platform (or any part thereof), and under no circumstances shall we be responsible or liable to you or any other person or entity for any direct or indirect losses, damages or costs by reason of, or arising from, or as a consequence of, such refusal.

 

3.2.   You agree that all information, documents and/or materials which you (including by any User on your behalf) may submit or provide through this Platform (which may include but not be limited to Personal Data) (the “Collected Data”) may be used by us for the Platform Screening Process or such other purposes as we may deem fit (subject to the Privacy Policy, where applicable) and we are also authorised to share any such information and/or documents and/or the outcome of our Platform Screening Process with (i) the Fund Manager, its Personnel and any Fund Manager Representative for their review, onboarding and/or verification in order to allow you to participate in the Investment Services, and (ii) with our third party service providers and Affiliates where required to provide you with the Platform and the Platform Services. You permit us to keep a record of all such Collected Data as long as it is required to fulfil their intended purposes, or such other period as prescribed by applicable Laws and/or to the extent permitted by applicable Laws.

 

3.3.   From time to time, we, the Fund Manager, its Personnel and, any Fund Manager Representative may also require further information, documents and/or materials from you for the purposes of complying with applicable Laws, identity verification requirements, in connection with the detection of money laundering, terrorist financing, fraud, or any other financial crime, or for any other valid reason. You agree and undertake to provide any such information, document and/or material as may be requested.

 

3.4.     You confirm that any Collected Data is true, accurate and complete and does not infringe any third party rights, and you have not withheld any information, documents and/or materials that may influence our evaluation of you for this Platform Use. You undertake to promptly notify us in writing and provide us with information regarding any changes in circumstances that may cause any Collected Data to become false, inaccurate, outdated, incomplete or in breach of any third party rights.

 

4.          Your Responsibilities when Using this Platform

 

4.1.    You authorise us to treat all information, requests, instructions or other communications submitted to this Platform (including those provided on your behalf or through your Account) as being properly authorised and binding on you, even if made fraudulently and even if they conflict with the terms of any other information, requests or instructions which may be given by you (including those provided on your behalf or through your Account).

 

4.2.   Any information, request or instruction shall not be considered to be received unless and until it has been received by this Platform’s server(s). This Platform’s records of all information, requests and instructions made via this Platform shall be conclusive and binding on you for all purposes. Once submitted, you cannot cancel, reverse, or change any information, request or instruction. We are not liable to any of you or any other person or entity if we are unable to give effect to any request to cancel or change any information, request or instruction.  Without prejudice to the foregoing, if any information, request or instruction has been made in error, you should reach out directly to Us for assistance.

 

4.3.     We shall not be responsible or liable to you or any other person or entity for any direct or indirect losses, damages or costs by reason of, or arising from, or as a consequence of, any cancellation or delay in the processing of any information, request or instruction submitted on or through this Platform.

 

4.4.    Since the Investment Services and the Fund Manager Content are provided to you by the Fund Manager, you hereby acknowledge and agree that:

 

(A)      your Use of the Investment Services and the Fund Manager Content may be subject to requirements of the Fund Manager, to which we have no control of;

(B)       we shall not be responsible or liable to you or any other person or entity for any error or discrepancies in, or delay in the processing of, any information, instructions or requests submitted on or through this Platform; any transfer of funds or Digital Fund Tokens; or any Fund Manager Content (including any transaction history or report) (collectively “Service Errors”);

(C)       we make no warranty as to the accuracy, suitability or completeness of the Fund Manager Content; and

(D)      under no circumstances shall we be responsible or liable to you or any other person or entity for any:

(i)             failure by the Fund Manager or any other person to comply with any obligations it may owe to you whether under any Fund Documents or otherwise;

(ii)           delay or failure or refusal by the Fund Manager to process or approve any information, requests or instructions submitted through or on this Platform;

(iii)         failure by the Fund Manager or any other person to resolve any Service Errors or pay, return or transfer any assets or amounts (including any Digital Fund Tokens) that may be due to you;

(iv)          direct or indirect losses, damages or costs by reason of, or arising from, or as a consequence of the Use of any Digital Wallet in connection with this Platform or for the failure of any transfer of Digital Fund Tokens; or

(v)           direct or indirect losses, damages or costs by reason of, or arising from, or as a consequence of, your Platform Use, or any other action in connection thereto.

 

4.5.    With respect to your Digital Wallet(s), while we may support the Use of Digital Wallets by various third parties, such third parties and the services provided by them are beyond our control, and such support does not amount to endorsement or recommendation of such third parties and/or the services provided by them. Accordingly, you understand and agree that Use of such Digital Wallets by you shall be wholly at your own risk.

 

4.6.  With respect to the underlying protocols that form the Digital Fund Tokens and/or other digital assets in your Digital Wallet; you acknowledge and agree that:

(A)      the underlying protocols may be subject to sudden changes in operating rules, known as a “Fork”;

(B)       Forks may materially affect the value, function, and/or the name of the Digital Fund Tokens and other digital assets supported by your Digital Wallet and it is your sole responsibility to inform yourself about any Forks that impact the digital assets (including any Digital Fund Tokens) that you Use your Digital Wallet to access and to determine how to respond to the upcoming Forks; and

(C)       in the event of a Fork or other network disruption, there is a risk that:

(i)             we may need to temporarily suspend operations in relation to that Fork without providing advance notice to you; and/or

(ii)           we may decline to support either or both branches of a Fork and may do so without prior notice;

(D)      you understand and agree to the risks presented by Forks and you accept that we have no responsibility to assist you to move or sell an unsupported branch of a forked protocol and you understand that the unsupported forked digital assets (including any Digital Fund Tokens) may not be made available to you, and that we are not responsible for any loss incurred by you, caused in whole or in part, directly or indirectly, by a Fork or other network disruption; and

(E)       any underlying protocol may operate with open-source software, and there is a risk that as a result, other third parties may introduce weaknesses or bugs into the underlying protocol, causing harm and potential loss of your digital assets.

 

5.          Your Representations, Warranties and Undertakings

 

5.1.     You represent and warrant that you will not do any of the following:

 

(A)      impersonate or misrepresent as another legal person or organisation;

(B)       falsely hold yourself out as a representative of any organisation or person;

(C)       reveal or share your login credentials with any person;

(D)      do anything that is illegal or potentially illegal, or that violates or potentially violates the rights (including intellectual property rights) of any person while using or in connection with your Platform Use;

(E)       upload, post, transmit or otherwise make available on this Platform, any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;

(F)       use any tool, robot, spider, scraper, or other automated means or any manual process for interfering with any of the functionalities of this Platform, extracting, interfering or monitoring any data on this Platform and/or causing any disruptions and/or activities on this Platform;

(G)      wilfully interfere with or disrupt this Platform or servers or networks connected to this Platform in any manner whatsoever;

(H)      use this Platform for committing or perpetrating any fraud, embezzlement, money laundering or for committing any other illegal activity or make Use of this Platform for consequentially committing any illegal activities;

(I)         violate any contractual obligation to which you may be bound;

(J)        develop, support or use software, devices, scripts, robots, or any other means or processes (including crawlers, plug-ins and add-ons, or any other technology or manual work) to scrape data or systematically retrieve content from this Platform or otherwise copy profiles or other data from this Platform;

(K)      reverse engineer, decompile, disassemble, decipher or otherwise attempt to derive the source code of this Platform; or

(L)       engage in any activity in breach of applicable Laws or otherwise infringing the legitimate rights and interests of any other person.

 

5.2.     You covenant, undertake, represent and warrant, at all times, that:

 

(A)      you shall keep any password and login details in relation to this Platform secure and confidential to prevent any unauthorised access, use or submissions, and shall change the password regularly;

(B)       you will only access this Platform by using the provided authorised login methods, and will not attempt to circumvent the login methods or create hyperlinks into this Platform;

(C)       you shall, at all times, ensure full compliance with these User Terms by your Authorised Representatives and Personnel (if applicable); and

(D)      you shall, at all times, remain fully responsible and liable for all actions and/or omissions of your Authorised Representatives or Personnel (if applicable), and any actions or omissions of your Authorised Representatives or Personnel in relation to this Platform, use of this Platform and/or your Account, shall be deemed to be your own actions or omissions.

 

6.          Rights of Access and Intellectual Property Rights

 

6.1.     Nothing in these User Terms transfers any intellectual property rights, title or interest in or to the Platform to you.

 

6.2.     As between you and us, you unequivocally and irrevocably agree and acknowledge that we own all intellectual property rights, and other legal rights, title and interest in and to this Platform, irrespective of whether they are registered, registrable or not.

 

6.3.     You further acknowledge and agree that certain content, features, or services made available on or through the Platform may be provided by, incorporate, or rely upon intellectual property owned by third‑party partners, licensors, and vendors. Nothing in these User Terms shall be construed as granting you any rights, title, or interest in such third‑party intellectual property, other than the limited rights of access and use expressly provided herein.

 

6.4.    Subject to these User Terms, we hereby grant you a limited, personal, non-exclusive, non-transferable, non-sub licensable, royalty-free and revocable licence to access and make Use of this Platform strictly in accordance with these User Terms.

 

6.5.     All rights not expressly granted to you in these User Terms are reserved and retained by us, our Affiliates or licensors, suppliers, publishers, rights holders or other content providers as applicable. You agree not to copy, reproduce, distribute, modify, or create derivative works from the Platform, or any material made available on the Platform, except as expressly authorized in writing by the applicable rights holder.

 

7.          Our Rights

 

7.1.       We have the right (in our sole and absolute discretion and without prior notice to you) to modify, remove, terminate, suspend or restrict your and/or any of your Authorised Representative’ use of this Platform (or any part thereof), as well as take any other action as we deem fit, for any reason or for no reason whatsoever, including if: (A) you or any of your Authorised Representatives should be in breach of these User Terms; (B) we believe that your or any of your Authorised Representative’s Use of the Platform (or any part thereof) may cause us to be in breach of Sanctions, applicable Laws or our policies relating to our compliance obligations.

 

7.2.     We have the right (in our sole and absolute discretion and without prior notice to you) to modify, remove, terminate, suspend or restrict your and/or any of your Authorised Representative’ Use of the Investment Services (or any part thereof), for any reason or for no reason whatsoever, including if: (A) we should be requested by the Fund Manager to do so; or (B) if your Unhosted Wallet is not approved by the Fund Manager.

 

7.3.     Under no circumstances shall we be responsible or liable to you or any other person or entity for any direct or indirect losses, damages or costs by reason of, or arising from, or as a consequence of, any termination or suspension of your Use of the Platform (or any part thereof), or any other action taken by us in connection thereto.

 

7.4.    This Platform is provided to you on an “as is” and “as available” basis. We make no representations, warranties or guarantees, whether express or implied, regarding this Platform and expressly disclaim any and all representations, warranties or guarantees of accuracy, merchantability, non-infringement, fitness for a particular purpose, or that this Platform will be uninterrupted, timely, secure, or error-free. In addition, we expressly disclaim any and all representations, warranties or guarantees regarding the accuracy, completeness or currency of the information on this Platform, and any reliance on the information on this Platform is at your own risk.

 

7.5.     Termination or suspension of your (or any of your Authorised Representative’s) Use of the Platform (or any part thereof) pursuant to these User Terms shall not affect any rights, obligations and liabilities that have accrued before the date of such termination.

 

8.          Privacy

 

8.1.       Any Personal Data that may be collected by us shall be governed by these User Terms and our Privacy Policy.

 

8.2.   You agree that any Personal Data you provide to us (including in relation to your Authorised Representatives or Personnel) and any Personal Data provided to us on your behalf, shall be in accordance with applicable Laws, and you represent, warrant, covenant and undertake (at all times) that you have provided the necessary notice and/or obtained any necessary consent for the disclosure of such Personal Data to us, so that we can collect, use, transfer, process and/or retain the Personal Data (including providing such Personal Data to the Fund Manager, its Personnel and/or the Fund Manager Representative) in accordance with these User Terms and our Privacy Policy.

 

9.          Third Party

 

9.1.     Except for our Affiliates, a person who is not a party to these User Terms has no rights under the Contracts (Rights of Third Parties) Act 2001 (as may be amended, supplemented, or replaced from time to time) to enforce or enjoy the benefit of any term in these User Terms.

 

10.       Dispute Resolution

 

10.1.     These User Terms are governed by the laws of Singapore.

 

10.2.   Any dispute arising out of or in connection with this contract, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration administered by the Singapore International Arbitration Centre (“SIAC”) in accordance with the Arbitration Rules of the Singapore International Arbitration Centre (“SIAC Rules”) for the time being in force, which rules are deemed to be incorporated by reference in this clause. The seat of the arbitration shall be Singapore. The Tribunal shall consist of one (1) arbitrator. The language of the arbitration shall be English. The law governing this arbitration agreement shall be Singapore law.

 

11.       Updates and Amendments

 

11.1.     We reserve the right to revise these User Terms or any of the terms incorporated by reference from time to time as and when necessary without prior notice to the Users. Any such amendments shall take effect from the date they are published on this Platform.

 

12.       Miscellaneous

 

12.1.  You may not transfer, assign, sub-contract or sub-licence any of your rights or obligations under these User Terms.

 

12.2.  If any of the provisions in these User Terms are held invalid, illegal or unenforceable by any court or tribunal of competent jurisdiction, it will be severed and the remaining User Terms will continue in full force and effect as if these User Terms had been made without the invalid, illegal or unenforceable clause. Each clause and sub-clause in these User Terms shall be treated as a separate and independent provision, and the unenforceability of any one clause shall in no way impair the enforceability of any of the other clauses.

 

12.3.  If any provision of these User Terms ceases to be legal, valid, binding and enforceable but would be legal, valid, binding or enforceable if some part of the provision were deleted, the provision in question will apply with such modification(s) as may be necessary to make it legal, valid, binding and enforceable.

 

12.4.  A failure or delay by us to exercise any right or act upon a breach under these User Terms will not be a waiver of that right or breach. Any waiver of any rights or any breach of these User Terms must be in writing, and such waiver is limited to the particular right or breach stated therein.

 

13.       Definitions

 

“Account” means an account which is or has been opened by a User with us.

 

“Affiliate” means in relation to any person, any entity controlled, directly or indirectly, by the person, any entity that controls, directly or indirectly, the person or any entity directly or indirectly under common control with the person. For this purpose, “control” of any entity or person means ownership of a majority of the voting power of the entity or person.

 

“Authorised Representative” means any person, employee, officer or Personnel authorised by a User to use this Platform on its behalf.

 

“Data Protection Legislation” means the Personal Data Protection Act 2012 and all applicable Laws relevant to the Personal Data collected, the processing of Personal Data and privacy including, where applicable, the guidance and codes of practice issued by applicable Regulatory Bodies.

 

“Digital Fund Tokens” means tokenised form of units of the Fund(s).

 

“Designated Fiat-backed Stablecoin” means, with respect to a Fund, a Whitelisted Fiat-backed stablecoin designated as applicable Designated Fiat-backed Stablecoin for that Fund.

 

“Digital Wallet” means a software application (or other mechanism) that provides a means for holding, storing, and transferring Digital Fund Tokens and includes any Hosted Wallet or Unhosted Wallet, as applicable.

 

“Fund” means any fund or sub-fund as may be made available on our Platform, each of which is a “collective investment scheme” as defined in the SFA and in respect of which the Fund Manager has been appointed as the fund manager.

 

“Fund Administrator” means with respect to each Fund, the person in respect of whom the Fund Manager has informed us has been appointed to assist with the administration of such Fund.

 

“Fund Documents” means with respect to any Fund, the constitutive document constituting the Fund (if any), as may be supplemented, amended or restated from time to time, the Information Memorandum, the Fund Subscription Agreement and any other document relating to such Fund.

 

“Fund Manager” means the organisation: (A) which holds a capital markets services license that is issued by MAS to carry out the regulated activity of fund management; (B) who is the fund manager of the Fund(s) made available on our Platform.

 

“Fund Manager Representative” means any person specified and authorised by the Fund Manager (including without limitation any of its employees or Personnel, the Fund Administrator or the employees or personnel of the Fund Administrator) to perform any act or function on its behalf.

 

“Fund Subscription Agreement” means the contract(s) as may be entered into between any User and the Fund Manager from time to time through the User’s Account in relation to the subscription of Digital Fund Tokens and/or any matters related to the relevant Fund(s).

 

“Hosted Wallet” means the wallet of a User which (subject to our agreement with the Fund Manager) is available on the Hosted Platform through the use of a third-party service provider’s wallet/ key management infrastructure services.

 

“Information Memorandum” means with respect to any Fund, the information memorandum or other offering document of the Fund, as may be supplemented, amended or restated from time to time.

 

“Investment Services” has the meaning given to it in paragraph 1.3.

 

“Law” means any provision of, any treaty, legislation, statute, directive, regulation, judgment, decision, decree, order, instrument, by-law, or any other law of, or having effect in, any jurisdiction as amended, re-enacted, consolidated or replaced, or as their application is modified by other Laws from time to time.

 

“MAS” means the Monetary Authority of Singapore.

 

“Personal Data” shall mean data, whether true or not, about an individual who can be identified: (A) from that data alone; or (B) from that data and other information which we have or are likely to have access.

 

“Personnel” means employees, agents, consultants, contractors and sub-contractors and their employees, agents, consultants, contractors and sub-contractors.

 

“Privacy Policy” means the privacy policy located at https://libeara.com/.

 

“Platform” means each of the cloud-hosted mobile application Software and web interface provided by us whereby Users can, subject to compliance with these User Terms:

(i)             provide onboarding documents to us to open one or more Account(s);

(ii)           share their information and supporting documentation (where applicable) to the Fund Manager and/or the Fund Manager Representative for their compliance and/or onboarding purposes; and

(iii)         subject to opening an Account, submit request(s) to the Fund Manager to subscribe, transfer and/or redeem the Digital Fund Tokens held in a Hosted Wallet; or

(iv)          subject to opening an Account and connecting their Unhosted Wallet to this Platform, submit request(s) to the Fund Manager to subscribe and/or redeem the Digital Fund Tokens held in its Unhosted Wallet with or for Designated Fiat-backed Stablecoins or transfer the Digital Fund Tokens in an Unhosted Wallet to another User with an Unhosted Wallet.

 

“Platform Content” means any data, material, documents or information, in any format whatsoever, including any data files, text, computer software, images, graphics, photos, video clips, sound, audio files, directories, files, databases or listings, relating to the Platform and the Platform Services that has been made available by us, or can be accessed, viewed or are otherwise made available on or through this Platform, including any information relating to an Account and Third Party Content.

 

“Fund Manager Content” means any data, material, documents or information, in any format whatsoever, including any data files, text, computer software, images, graphics, photos, video clips, sound, audio files, directories, files, databases or listings, relating to the Platform Services that have been inputted and/or provided by the Fund Manager, or its Personnel, or Fund Manager Representatives or any User on this Platform, or generated by this Platform as a result of such input, that can be accessed, viewed or are otherwise made available on or through this Platform, whether as a result of such input or otherwise, including any information relating to an Account and Third Party Content.

 

“Platform Services” means services provided via this Platform which enables Users to Use various services, including the provision of onboarding documents or know-your-customer information to the Fund Manager (where applicable), processing of User requests to subscribe, transfer and/or redeem the Digital Fund Tokens, and/or allowing Users to receive a copy of their account statements and any other related services that may be available on this Platform from time to time.

 

“PSA” means the Payment Services Act 2019 of Singapore and all subsidiary legislation thereunder, as may be amended and/or supplemented from time to time.

 

“Regulatory Bodies” means those government departments and regulatory, statutory and other bodies, entities and committees which, whether under statute, rule, regulation, code of practice or otherwise, are entitled to regulate, investigate or influence the matters dealt with in these User Terms and/or you or us (as the case may be).

 

“Sanctioned Country” means a country or territory which is subject to Sanctions.

 

“Sanctions” means country-wide or territory-wide economic or financial sanctions or trade embargoes imposed or, administered by the US government through the Office of Foreign Assets Control (“OFAC”), the United Nations Security Council, the European Union, a member state of the European Union or the relevant governmental authorities of the country where you or the entity you represent are incorporated, each such authority as amended, supplemented or substituted from time to time.

 

“Sanctions List” means any of the lists of specifically designated nationals or designated persons or entities (or equivalent) who are the subject of Sanctions (including as a result of being owned or controlled directly by such a person) held by:

(A) the US government and administered by OFAC;

(B) the United Nations Security Council;

(C) the European Union;

(D) a member state of the European Union; or

(E) Singapore,

each such list and authority as amended, supplemented or substituted from time to time.

 

“SFA” means the Securities and Futures Act 2001 of Singapore and all subsidiary legislation thereunder, as may be amended and/or supplemented from time to time.

 

“Software” means the online software applications provided by us, including but not limited to source code, object code, related documentation and any software comprising this Platform.

 

“Third Party Content” means any data, material or information, in any format whatsoever, including any data files, text, computer software, images, graphics, photos, video clips, sound, audio files, directories, files, databases or listings, that are provided, uploaded, transmitted, submitted or posted by or sourced from any third party or third party’s systems, networks and/or databases.

 

“Unhosted Wallet” means the non-custodial wallet or self-custodised wallet of a User that has been approved, whitelisted and permitted to be used by the User in connection with this Platform and Digital Fund Tokens.

 

“User” means any individual, legal person or other organization who has been granted access to this Platform.

 

“Whitelisted Fiat-backed Stablecoin” means any fiat-backed stablecoins that has been designated as a “Whitelisted Fiat-backed Stablecoin” by mutual agreement of us and the Fund Manager.

 

“you”, “your” or “yourself” means you, the individual, legal person or other organization you are Using the Platform on behalf of (if you are an Authorised Representative) and your Authorised Representatives (if you are Using the Platform for your own account).