LDU Asia Pte Ltd — 使用条款

This Terms of Use Agreement (the "Terms") governs your access to and use of the website operated by LDU Asia Pte Ltd (UEN: 202243063G), located at www.lduasia.com (the "Site"), and any legal, consultancy, or related services provided by LDU Asia Pte Ltd ("LDU", "we", "us" or "our") via the Site or through other communications, channels, or platforms (collectively, the "Services"). By accessing the Site and/or engaging our Services, you agree to be bound by these Terms. If you do not agree to any provision of these Terms, you must immediately cease all access to the Site and discontinue use of our Services.

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1. Acceptance & Amendments

1.1 By accessing or using any part of the Site or Services, you expressly acknowledge and agree that you have read, understood, and consent to be bound by these Terms, which shall constitute a legally binding agreement between you and LDU.

1.2 LDU reserves the right, at its sole discretion, to amend, modify, vary, or update these Terms from time to time. Any amendments shall take effect immediately upon publication of the revised Terms on the Site, unless otherwise specified.

1.3 Your continued use of the Site or Services after the publication of any such amendment constitutes your acknowledgement and acceptance of the revised Terms. It is your responsibility to review the Terms periodically for any updates.

2. Definitions

2.1 In these Terms, unless the context otherwise requires, the following expressions shall have the meanings set out below:

(a) "You" or "your" means any individual, company, business entity, or other organisation who accesses the Site or uses the Services, whether on your own behalf or on behalf of another.(b) "Services" means all services offered by LDU from time to time, including but not limited to general legal advice, fractional general counsel arrangements, legal document drafting and review, contract lifecycle management, and ancillary services provided in connection therewith.(c) "Content" means all materials, text, data, graphics, images, logos, icons, video or audio materials, code, software, layout, compilations, designs and all other intellectual property or proprietary content made available on the Site or through the Services, whether owned by LDU or licensed from third parties.(d) "AI Tools" means any artificial intelligence, machine learning, large language model, generative AI, natural language processing, or other automated technology tools, systems, platforms, or software (whether developed by LDU or provided by third-party vendors) that LDU may use from time to time to support the delivery of the Services, including but not limited to tools used for legal research, document drafting and review, data analysis, contract management, and other consultancy-related tasks.(e) "AI-Assisted Output" means any work product, deliverable, document, analysis, recommendation, research output, or other material produced with the support of AI Tools in the course of providing the Services.

3. Use of Site & Services

3.1 You agree to use the Site and the Services only for lawful purposes and in a manner that complies with all applicable laws, regulations, and professional standards of conduct in Singapore, including those promulgated by the Law Society of Singapore and relevant statutory authorities.

3.2 You shall not, directly or indirectly, engage in any activity that may:(a) interfere with, disrupt, or compromise the integrity, security or availability of the Site or any part of our Services;(b) attempt to gain unauthorised access to any systems or networks connected to the Site;(c) introduce or transmit any viruses, malicious code, malware, harmful files or other items of a destructive or deceptive nature;(d) circumvent or breach any authentication or security protocols; or(e) otherwise misuse the Site in a manner that is unlawful or contrary to these Terms.

3.3 The Services are primarily intended for use by start-ups, small and medium enterprises (SMEs), Web3 ventures, and other entities operating within the blockchain or digital asset space. Access to specific Services may require prior registration, account creation, or booking of a consultation through the Site, as specified therein. LDU reserves the right to decline or terminate any engagement at its sole discretion, subject to applicable legal and ethical obligations.

4. Intellectual Property

4.1 All rights, title and interest in and to the Content made available on the Site, including but not limited to all legal templates, drafts, contracts, articles, graphics, branding materials, underlying source code, and software components, are owned by or duly licensed to LDU. Such Content is protected under the Copyright Act 2021 (2021 Rev Ed), the Trade Marks Act 1998, and all other applicable intellectual property laws of Singapore.

4.2 You may not reproduce, republish, upload, transmit, adapt, distribute, sell, exploit, or modify any Content from the Site or Services, in whole or in part, without the prior express written consent of LDU, unless otherwise expressly permitted by law.

4.3 Notwithstanding Clause 4.2, you may download or print extracts of Content for personal, non-commercial use only, provided that such use does not infringe any intellectual property rights and that appropriate attribution to LDU is included where applicable. You must not remove or obscure any copyright, trademark or other proprietary notices from any such Content.

5. User Communications & Privacy

5.1 You represent and warrant that all information or content submitted by you to LDU, whether through the Site, email, online forms, WhatsApp, or any other communication channel, is accurate, complete, up-to-date, and submitted in good faith in accordance with applicable laws.

5.2 Unless otherwise expressly agreed in writing by LDU, all such communications, including but not limited to queries, submissions, or feedback, shall be treated as non-confidential and non-proprietary. LDU shall be entitled to use, reproduce, or otherwise deal with such communications without restriction, provided that such use is in compliance with applicable data protection laws.

5.3 LDU processes all personal data in accordance with the provisions of the Singapore Personal Data Protection Act 2012 (No. 26 of 2012) ("PDPA"). This includes, but is not limited to, obtaining your consent where required, using personal data for the purposes communicated to you, maintaining reasonable security arrangements to protect personal data, and allowing access and correction in accordance with the PDPA.

5.4 For further details regarding the collection, use, disclosure, and protection of your personal data, please refer to our Privacy Policy, which forms an integral part of these Terms and is incorporated herein by reference.

6. Disclaimers & Limitations of Liability

6.1 The Site, including all Content, Services, and any AI-Assisted Output provided therein, is made available on an "as is" and "as available" basis. LDU makes no representations or warranties of any kind, whether express, implied or statutory, including but not limited to warranties as to accuracy, completeness, reliability, timeliness, availability, non-infringement, merchantability, or fitness for a particular purpose.

6.2 To the fullest extent permitted by applicable law, we, our affiliates, officers, directors, employees, agents, licensors, contractors and service providers (collectively, the "Company Parties") shall not be liable to you or any third party for any indirect, incidental, special, exemplary, punitive, or consequential damages, or for any loss of profits, revenue, data, goodwill, or other intangible losses, whether arising in contract, tort (including negligence), strict liability, or otherwise, resulting from or in connection with:(a) your use of, or inability to use, the Site or the Services;(b) reliance on any information or material available on the Site;(c) any delay, interruption, or error in the operation of the Site; or(d) any act or omission of any third party, including service providers or platform operators; or(e) any limitation, error, or deficiency inherent in any AI Tool or third-party AI platform used in connection with the Services, to the extent such limitation, error, or deficiency was not reasonably identifiable through LDU's review processes.

6.3 You agree to indemnify, defend, and hold harmless the Company Parties from and against all claims, actions, proceedings, losses, liabilities, damages, costs and expenses (including reasonable legal fees) arising out of or in connection with:(a) your access to or use of the Site or Services;(b) any breach by you of these Terms; or(c) any misuse or unauthorised use of the Content or Services; or(d) your use or onward dissemination of any AI-Assisted Output in a manner inconsistent with LDU's recommendations or the scope of the engagement.

6.4 In no event shall the total aggregate liability of the Company Parties to you for any and all claims arising out of or in connection with these Terms or your use of the Site or services exceed the total amount of fees actually paid by you to us (if any) in the three (3) calendar months immediately preceding the event giving rise to the liability.

6.5 Nothing in these Terms shall operate to limit or exclude any liability that cannot be limited or excluded under applicable law, including liability for death or personal injury caused by negligence or for fraud or fraudulent misrepresentation.

7. Professional Advice and Waiver of Liability

7.1 While LDU endeavours to provide professional, accurate, and up-to-date legal and consultancy Services, we are a legal solutions platform consulting firm and not a law firm. As a legal solutions platform, our services are provided by contracted legally trained professionals with relevant commercial experience, and we strive to provide market standard and commercial advice on your legal documents and queries based on our experience. However, we do not provide any attestations as to the jurisdictional accuracy of our advice. You acknowledge that LDU may utilise AI Tools to support the delivery of its Services. All AI-Assisted Output is subject to review by LDU's professionally trained team before delivery. While LDU takes reasonable steps to ensure the quality and accuracy of its work product, you are encouraged to raise any concerns or queries regarding any deliverable, and to seek independent legal advice where the matter warrants it.

7.2 By engaging us, you expressly acknowledge and agree to waive any and all liability against us, arising out of or in connection with the work that we have provided and that you have approved (including any AI-Assisted Output forming part of such work), except in cases of fraud or gross negligence on our part. Any liability on our part shall be limited to the value of this engagement.

7.3 You are advised to seek independent legal advice for any legal concerns you may have. Your engagement with us signifies your understanding and acceptance of this waiver of liability provision.

8. Third-Party Links

8.1 The Site may contain hyperlinks or references to third-party websites or platforms that are provided solely for your convenience and information. These external sites are not owned, controlled, or operated by LDU, and LDU makes no representations or warranties regarding the accuracy, relevance, timeliness, completeness, or availability of any content, services, or materials provided on such third-party websites.

8.2 The inclusion of any third-party links on the Site shall not be construed as an endorsement, recommendation, or approval by LDU of such sites, their operators, or the content or services provided therein. Your access and use of third-party websites are entirely at your own risk and subject to the terms and conditions imposed by those third-party sites.

9. Linking & Framing Restrictions

9.1 You shall not create or maintain any hyperlink, deep link, inline link, or frame to any part of the Site or any Content contained therein, whether in a commercial or non-commercial context, without the prior express written consent of LDU.

9.2 Any unauthorised linking or framing is strictly prohibited and may constitute a violation of intellectual property rights or other applicable laws. LDU reserves all legal rights and remedies in the event of such breach, including the right to disable or block any unauthorised links.

10. Governing Law & Dispute Resolution

10.1 These Terms, as well as any disputes, claims, or controversies arising out of or in connection with your access to or use of the Site or the Services, shall be governed by and construed in accordance with the laws of the Republic of Singapore.

10.2 You agree to submit to the exclusive jurisdiction of the courts of Singapore for the resolution of any such disputes, claims, or proceedings. LDU shall, however, retain the right to commence proceedings in any other jurisdiction where deemed appropriate, in order to enforce its rights under these Terms.

11. Severability & Waiver

11.1 If any provision of these Terms is found by a court or tribunal of competent jurisdiction to be invalid, illegal, or unenforceable under applicable law, such provision shall, to the extent required, be deemed severed from these Terms. The remainder of the Terms shall remain valid, binding, and enforceable to the fullest extent permitted by law, and the parties shall endeavour to give effect to the original intention of the severed provision to the extent legally permissible.

11.2 No failure, delay, or omission by LDU in enforcing any right, power, or remedy under these Terms shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power, or remedy preclude any other or further exercise of the same or any other right, power, or remedy. A waiver shall only be effective if made in writing and signed by an authorised representative of LDU.

12. Termination

12.1 LDU reserves the right to suspend or terminate your access to the Site and/or the Services, in whole or in part, at any time, without notice, if you are found to be in breach of these Terms, if your conduct is unlawful or detrimental to LDU's interests, or if required by law or any regulatory authority.

12.2 Upon termination of your access to the Site or Services, all rights granted to you under these Terms shall immediately cease, and you must promptly cease all use of the Site and Services.

12.3 Notwithstanding the termination of your access or these Terms for any reason, any provision which by its nature or express terms is intended to survive such termination shall continue in full force and effect. This includes, but is not limited to, Sections 4 (Intellectual Property), 5 (User Communications and Privacy), 6 (Disclaimers and Limitations of Liability), 10 (Governing Law and Dispute Resolution), 11 (Severability and Waiver), 14 (Use of Artificial Intelligence in Services), and this Section 12.

13. Compliance with Law and Content Integrity

13.1 You agree to use the Site and Services in full compliance with all applicable laws and regulations of the Republic of Singapore, including but not limited to the PDPA, the Protection from Online Falsehoods and Manipulation Act 2019 (POFMA), the Computer Misuse Act 1993, and all other laws relating to online communications, content integrity, and data protection.

13.2 In particular, you undertake not to post, transmit, upload, or otherwise make available any content through the Site or in connection with the Services that is false, misleading, defamatory, obscene, offensive, abusive, threatening, or otherwise unlawful. You further agree not to use the Site in any manner that could damage, disable, overburden, or impair any server or the networks connected to any LDU system, or interfere with any other user's access and enjoyment of the Site.

13.3 With respect to the PDPA, you acknowledge and agree that any personal data you submit to LDU, whether through web forms, emails, chat applications, or any other means, will be collected, used, disclosed, and processed in accordance with the PDPA. LDU undertakes to obtain your consent where required, inform you of the purposes for which your data is being collected, and ensure that reasonable security arrangements are in place to protect your data from unauthorised access, collection, use, disclosure, copying, modification, disposal, or similar risks.

13.4 You represent and warrant that any personal data or information provided by you in connection with your use of the Site or Services is accurate, complete, and lawfully obtained, and that you have the necessary authority or consent to disclose such data. In the event that you submit personal data of third parties, you further represent that you have obtained their consent or have the appropriate legal basis to do so.

13.5 LDU shall not be responsible for verifying the accuracy or legality of any user-generated content or submissions. However, LDU reserves the right to remove, block, or modify any content that it reasonably believes to be in violation of applicable law, these Terms, or public interest obligations, without notice or liability.

13.6 For further information on how your personal data is handled, please refer to our Privacy Policy, which forms an integral part of these Terms and governs the full scope of our data collection, use, disclosure, retention, and protection practices.

14. Use of Artificial Intelligence in Services

14.1 In the course of providing the Services, LDU may utilise AI Tools to support and enhance its work, including in areas such as legal research, document drafting and review, contract analysis, and other consultancy-related tasks. The use of AI Tools is intended to complement, and not replace, the professional expertise and judgment of LDU's team. LDU retains responsibility for the quality and professional standard of all deliverables provided to you.

14.2 You acknowledge that AI Tools operate through automated processes, including machine learning and natural language processing, which may have inherent limitations. While LDU applies professional review to all AI-Assisted Output before delivery, you acknowledge that:(a) AI Tools rely on underlying models, datasets, and algorithms developed by third-party providers, which may be updated or modified by such providers from time to time;(b) despite reasonable review, AI-Assisted Output may in some circumstances contain inaccuracies or reflect limitations of the underlying technology; and(c) AI-Assisted Output is provided as part of LDU's consultancy Services and does not constitute formal legal advice from a licensed law firm. You are encouraged to seek independent legal advice from a qualified practitioner where the nature or significance of the matter warrants it.

14.3 LDU is committed to maintaining appropriate professional oversight of all AI-Assisted Output. LDU shall use commercially reasonable efforts to review, verify, and quality-assure all deliverables before they are provided to you. Should you identify any concern with any deliverable, LDU will work with you in good faith to address and, where appropriate, rectify the matter.

14.4 To the fullest extent permitted by applicable law, the Company Parties shall not be liable for any loss or damage arising out of or in connection with: (a) any inherent limitation, error, or deficiency in any third-party AI Tool or AI model that was not reasonably identifiable through LDU's professional review processes; (b) any failure, unavailability, or malfunction of any third-party AI platform or service; or (c) any use of AI-Assisted Output by you beyond the scope of the engagement or contrary to LDU's recommendations. For the avoidance of doubt, this clause does not limit LDU's liability for fraud or gross negligence.

14.5 Where the provision of the Services involves the use of AI Tools, LDU shall take commercially reasonable steps to ensure that your data, information, and materials are processed in accordance with applicable data protection laws, including the PDPA. Where the use of AI Tools involves third-party service providers, LDU will endeavour to engage providers that maintain appropriate data security and confidentiality standards. LDU shall not be liable for any act or omission of any third-party AI service provider, provided that LDU has exercised reasonable care in its selection and use of such provider.

14.6 All intellectual property rights in deliverables provided to you as part of the Services, including any AI-Assisted Output, shall be governed by the terms of the applicable engagement agreement or, in the absence of such agreement, shall vest in LDU unless otherwise expressly agreed in writing.

14.7 If you have a preference that AI Tools not be used in connection with your engagement, please notify LDU in writing prior to the commencement of the engagement. LDU will make reasonable efforts to accommodate such requests, though this may affect the scope, timelines, or fees applicable to the engagement.