Terms of Use

This User Agreement ("the Agreement") is a legal agreement between the user ("you") and Scadenet Ltd. ("we" and "us"), a company based in the British Virgin Islands, for the use of Scadenet.com ("the Platform"), which includes computer software and may include associated media, printed materials, and electronic documentation. By accessing and using the Platform, you agree to be bound by the Agreement. If you do not agree to these terms, please do not use the Platform.

1. Acceptance of Terms

By accessing and using the Platform, you agree to be bound by this Agreement. If you do not agree to these terms, please do not use the Platform.

2. Description of Services

The Platform provides a disintermediated facility to participate in syndicated investment opportunities across private market offerings.

3. Eligibility

You must be at least 18 years old to use the Platform. By using the Platform, you represent and warrant that you meet this eligibility requirement. Eligibility to participate in the Platform is determined by Scadenet Ltd at its sole discretion.

4. Jurisdictional Compliance

The User represents and warrants that they have not been included in any trade embargoes or economic sanctions list (such as the United Nations security council sanctions list), the list of specially designated nationals maintained by OFAC (the office of foreign assets control of the U.S. department of the treasury), or the denied persons or entity list of the U.S. department of commerce. Scadenet Ltd. reserves the right to choose markets and jurisdictions to conduct business, and may restrict or refuse, in its discretion, the provision of the Platform's services in certain countries or regions.

5. Privacy

Scadenet Ltd. respects your privacy and is committed to protecting your personal information. Our Privacy Policy describes how we collect, use, and disclose information about you.

6. Onboarding Verification

To access certain features of the Platform, you may need to undergo a KYC/KYB onboarding verification process. You agree to provide accurate, current, and complete information during the registration process and to update such information as necessary to keep it accurate, current, and complete. Please note: if we cannot verify the information you provide, we may be required to restrict or deny access to the Platform.

7. User Conduct

You agree to use the Platform only for lawful purposes and in accordance with the Agreement. You shall not use the Platform in any way that could damage, disable, overburden, or impair the Platform, or interfere with any other party's use and enjoyment of the Platform.

8. Intellectual Property

All content and materials on the Platform, including but not limited to text, graphics, logos, and software are protected by copyright, trademark, and other intellectual property laws. You agree not to use, reproduce, or distribute any such content without our prior written permission.

9. License Grant

Subject to the terms of the Agreement, we grant you a non-exclusive, non-transferable, limited license to use the Platform in accordance with its intended purpose as a non-intermediated financial infrastructure tool.

10. Release of Liability

As a private markets dealflow syndication platform, we are not your broker, intermediary, agent, advisor, or custodian, and have no fiduciary duty to you . We are not licensed as a financial planner, investment advisor, investment manager, broker-dealer, or virtual asset service provider, nor do we engage in any of these activities.

You release us from liability for any losses related to incorrect manipulation of the Platform. We do not ensure that the Platform aligns with your financial goals; you are solely responsible for your financial decisions and should consult your own investment, legal, tax, or similar professionals.

11. No Investment Advice

The Platform is not intended to provide any investment, financial, legal, regulatory, accounting, tax, or similar advice, and does not provide monitoring, and/or management of investments. Nothing on the Platform should be construed as a recommendation to acquire or dispose of any investment or financial instrument, or to engage in any investment strategy or transaction; no communication herein or in any other medium should be construed as such.

Investors should conduct their own due diligence, not rely on the financial assumptions or estimates displayed herein, and are encouraged to consult with a financial advisor, attorney, accountant, tax advisor, and any other professional that can help you to understand and assess the risks associated with any investment opportunity. Past performance is not indicative of future results.

12. Communications

By using the Platform, you consent to receive communications from us electronically. We will communicate with you via email or by posting notices on the Platform.

13. Security of User Information

We take reasonable measures to protect the security of your information. However, we cannot guarantee the absolute security of your information and are not liable for any unauthorized access or use. We encourage you to take appropriate security measures to protect your own information.

14. Suspension & Closure

We reserve the right, in our sole discretion, to terminate your access to the Platform without notice, for conduct that we believe violates the Agreement, is harmful to us, other users of the Platform, or for any other reason deemed appropriate.

15. Right to Change/Remove Features or Suspend/Delay Transactions

We reserve the right to change or remove features, or to suspend or delay transactions at our discretion. You will be notified of significant changes or suspensions that may impact your use of the Platform.

16. Refunds; Reversals

Once a transaction has been initiated, it cannot be reversed or refunded except as specifically outlined in a deal's Private Placement Memorandum.

17. Blocked Addresses & Forfeited Assets

We reserve the right to block blockchain addresses and forfeit assets in accordance with applicable laws and regulations to maintain compliance and uphold the integrity of our operations.

18. Taxes

You are responsible for any and all taxes applicable to your investments and transactions conducted on the Platform. This includes, but is not limited to, income taxes, capital gains taxes, and any other levies or duties imposed by relevant tax authorities.

You must ensure to comply with the tax laws and regulations of your respective jurisdictions and accurately report and remit any tax obligations arising from your use of the Platform. By using the Platform, you release us from liability for any tax-related consequences you may face as a result of your actions.

19. Indemnification; Release

You agree to indemnify and hold harmless us from any and all claims, damages, losses, liabilities, and expenses, including legal fees, arising directly or indirectly from your use of the Platform. This includes, but is not limited to, any issues related to the functioning or malfunctioning of third-party technologies, such as blockchain networks, smart contracts, and other decentralized technologies utilized by the Platform.

You acknowledge and accept the inherent risks associated with using such technologies, which may include but are not limited to, software bugs, hacking incidents, network downtime, and other unforeseen disruptions. By using the Platform, you agree to assume full responsibility for any potential impacts these risks may have on your transactions and overall experience.

20. Limitation of Liability; No Warranty

THE PLATFORM IS PROVIDED "AS IS" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED. WE DISCLAIM ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO, LOSS OF PROFITS, LOSS OF DATA, OR BUSINESS INTERRUPTION, ARISING OUT OF OR IN CONNECTION WITH THE USE OR INABILITY TO USE THE PLATFORM, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

21. Unauthorized and Incorrect Transactions

We are not liable for any losses resulting from unauthorized or incorrect transactions you may perform. Transactions in digital assets may be irreversible, and losses due to fraudulent or unauthorised transactions may not be recoverable. It is your responsibility to ensure the accuracy and security of your transactions and account information.

22. Governing Law; Dispute Resolution

The Agreement is governed by the laws of the British Virgin Islands. The interpretation and enforcement of the Agreement, and any dispute related to the Agreement or the Platform, will be governed by and construed and enforced in accordance with the laws of the British Virgin Islands, as applicable, without regard to conflict of law rules or principles that would cause the application of the laws of any other jurisdiction. Any disputes arising from the Agreement will be resolved through binding arbitration under the rules of the BVI International Arbitration Centre (BVI IAC).

You agree that we may initiate a proceeding related to the enforcement or validity of our intellectual property rights in any court having jurisdiction. You agree that the British Virgin Islands is the proper forum for any appeals of an arbitration award or for court proceedings in the event that the Agreement's binding arbitration clause is found to be unenforceable.

23. Amendments

We reserve the right to modify the Agreement at any time. Any changes will be effective immediately upon posting on the Platform. You are responsible for regularly reviewing the Agreement to stay informed of any updates. Continued use of the Platform after any modifications constitutes acceptance of the revised terms. Changes will be communicated via our official communication channels.

24. Assignment

You may not assign any of your rights or obligations under the Agreement without our prior written consent. Any attempted assignment without such consent will be null and void. We reserve the right to assign our rights and obligations under the Agreement without restriction or prior notice.

25. Change of Control

In the event of a change of control from us, the Agreement will continue to bind both parties. The rights and obligations under the Agreement are not transferable without the prior written consent of the other party, except in the case of a change of control from us.

26. Survival; Force Majeure

Provisions of the Agreement that by their nature should survive termination will indeed survive termination. We shall not be liable for any failure to perform our obligations under the Agreement due to causes beyond our reasonable control.

27. Third Party Applications

The Platform and its instruments may integrate with third-party applications, such as decentralized finance applications and smart contracts. We are not responsible for the functionality or content of these third-party applications. You acknowledge and agree that the use of such integrations is at your own risk, and you should review and adhere to the terms and policies of those third-party applications.

28. Website; Third Party Content

The Platform may contain links to third-party websites. We are not responsible for the content or practices of any third-party websites. You acknowledge and agree that your use of any third-party websites accessed through links on the Platform is at your own risk, and you should review the terms and policies of those websites before using them.

29. Proprietary Rights

All content and materials on the Platform are protected by intellectual property laws, including but not limited to copyright, trademark, and other proprietary rights under the laws of the British Virgin Islands and other applicable jurisdictions. You agree not to modify, reproduce, distribute, transmit, display, perform, or create derivative works of any content or materials without our prior written consent.

30. Applicable Law; Legal Compliance

You must comply with all applicable laws and regulations relevant to your specific circumstances when utilizing the Platform. Illegal usage or usage for illegal purposes will not be tolerated. Examples of such illegal purposes include, but are not limited to, money laundering, terrorist financing, fraud, illegal gambling, copyright infringement, and any other prohibited activities.

31. Entire Agreement

These clauses represent the Agreement between you and us concerning the use of the Platform, overriding any previous agreements or understandings, whether written or verbal, pertaining to the same subject matter.

32. Invalidity

If any provision of the Agreement is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

33. Remedies and Waivers

Our failure to enforce any right or provision of the Agreement shall not constitute a waiver of such right or provision.

34. No Third Party Rights

The Agreement does not confer any rights or remedies upon any third party.

35. User Support

For user support, please contact us.

36. AML and CTF Compliance

We comply with Anti-Money Laundering (AML) and Counter-Terrorism Financing (CTF) regulations. You may be required to provide necessary information to ensure compliance with the regulations related to the dealing of underlying financial instruments.

37. Transactions with Third Parties

We are not responsible for transactions conducted through third-party applications. You engage with such transactions at your own risk and should review the terms and policies of those third-party applications before proceeding.

38. Currency Conversion

Currency conversion rates are determined by third-party providers. We are not responsible for the accuracy of currency conversion rates provided by these third-party providers.

39. Verification

We reserve the right to verify the identity of users to comply with applicable regulations and ensure the security and integrity of our services.

40. Disclaimer

40.1 GENERAL INFORMATION PURPOSES ONLY

The information displayed by the Platform is for general informational purposes only. Under no circumstances should any material on the Platform be used or considered as an offer to sell or a solicitation of an offer to buy a given instrument or opportunity.

40.2 RISK DISCLOSURE

Instruments listed on the Platform, such as digital assets or tokens using blockchain, may be speculative, involve a high degree of risk, may be illiquid, have limited regulatory certainty, and may be subject to potential market manipulation risks, exposing users to loss of principal. Investments in private placements are also speculative and involve a high degree of risk. Users must be able to afford the loss of their entire investment.

40.3 NO REGULATORY APPROVAL

Neither the Financial Services Commission or any regulatory authority has recommended or approved any investment or the accuracy or completeness of any of the information or materials provided herein or through any references/links herein.

40.5 PERFORMANCE RESULTS

No representation is being made that any investor in a given deal or any class of tokenized interest will or is likely to achieve profits or losses similar to those shown. There is no guarantee that a diversified portfolio will enhance overall returns, outperform a non-diversified portfolio, or prevent against loss.

Contact Us

If you have any questions about this User Agreement, please contact us at [e-mail].