Terms and Conditions

Last updated date: 10 November 2023

Please read these Terms carefully before using this Site and any pages thereof. By accessing to or using this Site and any pages thereof, or by clicking to accept or agree to these Terms when this option is made available to you, you hereby confirm that you fully understand and agree to be bound and abide by these Terms below. If you do not agree to these Terms below, you may not access or use this Site (as defined below) or any pages thereof.

The following terms and conditions, together with any documents expressly referred to or incorporated by reference (the "Terms") are entered into by and between you and/or the entity you represent (where applicable) (the "Users" or "you") and Orbix Technology & Innovation., Co. Ltd. (the "Company", "we", "us" or "our"). The Terms govern your access to and use of the Orbix Tech website published by the Company, and its entire materials, features, functionality, and Content (the "Site"). The Site intends to provide Users with information on the Company such as corporate details, contact channels, upcoming services, or events, and career opportunities, and other information as to be updated by us from time to time.

1. DEFINITIONS

All capitalized terms that are not otherwise defined in other clauses within these Terms shall have the following meanings:

"Applicable Law" means any act, statute, or statutory provision, as respectively amended or re-enacted, or as modified from time to time by other provisions (before or after the date hereof), and shall include but not limited to reenactment (with or without modification), royal decree, ministerial regulation, notification, ordinance, instrument, order, or other subordinate legislation or regulation, as well as any regulatory guidance, directive, policy, determination, or interpretation of governmental authorities (whether or not having the force of law but, if not having the force of law, being such that compliance therewith would customarily be required) by any relevant Governmental Agency, now or at any time in effect.

"Content" means any content, audio or visual material, including without limitation, designs, drawings, and prints, in any form or media, including without limitation, videos and photographs presented on the Site.

"Digital Assets" as defined under the Emergency Decree on Digital Asset Businesses B.E. 2561, as amended or re-enacted.

"Governmental Agency" means any government or any governmental agency, semi-governmental or judicial entity or authority (including, without limitation, any self-regulatory organization established under statute).

"Intellectual Property" means patents, trademarks, whether registered or unregistered, copyrights including, without limitation, applications for any of the foregoing and the right to apply for them in any part of the world, discoveries, creations, inventions, improvements or adaptations upon or additions to an invention, confidential information, trade secrets, know-how and any research effort relating to any of the above mentioned, business names, brand, logo, emblems, design whether registrable or not, moral rights and any similar rights in any country.

"Privacy Notice" means the Company’s privacy notice provided in the link specified in Clause 7.2.

2. QUALIFICATIONS OF USERS

2.1 The Site is intended to be offered to Users that is at least 20 years of age. By using the Site, you represent and warrant that you are (a) of at least 20 years of age and have the full authority and legal capacity to agree to these Terms; (b) not barred to use the Site under any Applicable Law; (c) not being identified or placed on any Governmental Agency’s list of prohibited, sanctioned, or restricted parties.

2.2 If Users are considered as a minor under Applicable Law, such Users shall only access or use the Site on condition that such access or use of the Site is within the oversight of his/her parent or guardian; and verifiable consent has been obtained from the parent or guardian or there are other exceptions under Applicable Law allow so, (as the case may be).

2.3 If you are the representative, who acts on behalf of or pursuant to the order of an entity, when accessing or using the Site, you represent and warrant that (a) you are an authorized representative to act on behalf of such entity with full power and authority to bind all conditions of these Terms upon the entity, (b) you agree to these Terms on behalf of yourself and on the entity’s behalf; and (c) the entity you represent is (i) not barred to use the Site under any Applicable Law, (ii) not being identified or placed on any Governmental Agency’s list of prohibited, sanctioned, or restricted parties.

2.4 To agree to these Terms, you and the entity you represent (if applicable) may not be persons who are subject to restrictions on powers or capability to transact by operation of Applicable Law and must have the power and right to agree to these Terms without breaching any other agreements.

2.5 If you do not meet these requirements, you must not access or use the Site.

3. LICENSE TO USE TO SITE

3.1 Subject to restrictions under these Terms, you are granted a personal, limited, non-exclusive, non-transferable, non-sublicensable license to use the Site for your personal use purpose only.

4. SITE SERVICES

4.1 The Site is designed to be used as a channel to provide information related to the Company such as corporate details, contact channels, upcoming services or events, career opportunities, etc. Users are not required to register or create account to use the Site.

4.2 The Content presented on or through the Site is made available solely for general information purposes. We do not warrant the accuracy, completeness, or usefulness of the Content. Any reliance you place on such Content is strictly at your own risk. We disclaim all liability and responsibility arising from any reliance placed on such Content by you or any other visitor to the Site, or by anyone who may be informed of any of such Content.

4.3 The Company reserves the right to determine the eligibility for any product or service offered through the Site.

4.4 These Terms only govern the use of the Site. The use of other products or services provided by the Company may require Users to accept specific additional terms and conditions and/or register for an account, in addition to these Terms. In the event of terms that are directly conflicting between these Terms and the additional terms and conditions as provided by us, such additional terms, and conditions as provided by us shall prevail with respect to such other products or services provided thereunder.

4.5 We reserve the right to change, modify, suspend, remove, or cancel any or all the Site, or any Content provided on the Site, in our sole discretion without notice at all times. We may provide a notice of such changes pursuant to Clause 14.1 (including but not limited to posting notices on the Site) if we deem such changes to have material adverse effects on the Users. From time to time, we may restrict access to some parts of the Site or entire Site to Users. Any of the Content on the Site may be out of date at any given time, and we are under no obligation to update such Content.

4.6 You are responsible for (a) making all arrangements necessary for you to have access to the Site, and (b) ensuring that all persons who access the Site through your internet connection are aware of these Terms and comply with them.

5. RESTRICTIONS

5.1 By accessing or using the Site, you agree to refrain from any act which could be a breach of any Applicable Law; if applicable, constitutional documents and authorization documents; agreements; Intellectual Property rights; or such other rights of third parties, or any act which could amount to a violation of third persons, and shall not breach or violate these Terms, or any rules, regulations, terms, conditions and notifications of the Site.

5.2 In particular, you agree that you shall refrain from and shall not engage in any of the followings:

(a) utilizing any device, scheme, or artifice to defraud or otherwise substantially mislead us, including, without limitation, through impersonation or creation of a false identity;

(b) use the Site with malicious intent, distribute spam, or engage in any activity that poses a threat to us or other Users or interfere with other Users’ access to or use of the Site or other products or services provided by us;

(c) violating, breaching, or failing to comply with any applicable provision of these Terms, or any other terms of the Site or of other products or services provided by us, or the Company’s Privacy Notice;

(d) engaging or assisting in any manner, in any hack of or attack on the Site, including, without limitation, “Sybil attack”, “DoS attack”, “DDoS attack”, “griefing attack”, upload of viruses, Trojan horses, worms, time bombs, cancelbots, corrupted files or any other similar software or programs through any means that may interfere with or damage another’s computer or property, or the Site, or other products or services provided by us;

(e) causing, directly or indirectly and deliberately or unintentionally, us to act in any manner which infringes or violates any Intellectual Property or Applicable Law or rights of others (including, without limitation, legal rights, proprietary rights, or rights of privacy);

(f) impersonating or attempting to impersonate the Company, the Company employee, another Users, or any other person or entity (including, without limitation, by using e-mail addresses or screen names associated with any of the foregoing), or otherwise using the Site in the manner that, at our sole discretion, would interfere negatively with our image and branding reputation in any manner;

(g) modifying, adapting, reformatting, or reverse engineering of the Site or other products or services provided by us; and

(h) otherwise attempt to gain unauthorized access to, interfere with, damage, overburden, impair, disable, or disrupt the proper working of the Site, the server(s) on which the Site is stored, any server, computer or database connected to the Site or other products or services provided by us.

5.3 The Company reserves the sole rights to determine the appropriate use of the Site. The Company also reserves the sole rights to prohibit or suspend any use of the Site as the Company deems inappropriate, disruptive, illegal, or prohibited according to these Terms at any time on its sole discretion.

6. INTELLECTUAL PROPERTY

6.1 The Site and its underlying Intellectual Property are owned by the Company or its licensors and are protected by the intellectual property or proprietary rights laws. Any development, adaptation, or any derivative works for which originate from the Site shall be deemed as the Intellectual Property of the Company or its licensors. Users are only granted a limited, non-exclusive, non-transferable license for the use of the Site pursuant to these Terms.

6.2 Users are prohibited from copying, displaying, distributing, downloading, licensing, modifying, adapting, publishing, reposting, reproducing, reusing, selling, transmitting, creating a derivative work, or otherwise using the Content for public or commercial purposes, without the Company's express prior written permission, except as provided in these Terms.

6.3 The Company name, the Company logo and all related names, logos, product and service names, designs, and slogans that are presented on the Site are trademarks of the Company, or its affiliates, or its licensors. You must not use such marks without the prior written permission of the Company. All other names, logos, product and service names, designs and slogans on this Site are the trademarks of their respective owners.

7. DATA PROTECTION

7.1 You represent that all personal information given by you to the Company is accurate, true, current, and complete, and you are legally entitled to give such information to the Company. You should use particular caution when inputting personal information onto the Site, on a public or shared computer, so that others are not able to view or record your personal information.

7.2 If you provide personal information of any other third party to the Company, you represent and warrant that those persons are informed of the details under the Privacy Notice, https://www.orbix.tech/privacy-notice and you have obtained their consent where necessary, or you have other lawful bases to disclose such personal information to the Company so the Company can legally collect, use and/or disclose personal information of such third party.

7.3 The Company shall be able to collect, use and disclose such information for the purposes permitted by law and for those in which the Company deems appropriate and beneficial for the Company, the Users and a visitor to the Company’s Site. The collection, use and disclosure of such information shall also be within the extent provided under the Privacy Notice.

7.4 You have read and understood the Privacy Notice, and understand how we collect, use, and disclose your personal data accordingly.

8. DATA LEAKAGE MEASURES

We implement appropriate measures for data security, such as, keeping Users' record-log every time, the Users use the Site, and other data security measures as mentioned in the Privacy Notice.

9. LIMITATION OF LIABILITY

9.1 Although we have implemented security measures as provided in Clause 8 above, we cannot warrant that the Site will not contain any error and will not be interrupted or will be without spyware, malware, adware, viruses, worms, or malicious code. We may not be able to rectify any such incidents.

9.2 To the maximum extent permitted by Applicable Law, we will not be held liable regardless of the contract for breach of warranty or whether the action taken is relied on material or Content on the Site. Under no circumstance shall we be held liable to you or any third party for any losses or damages, including without limitation, exemplary, direct or indirect, intangible, punitive nature, special, incidental, or consequential damages, losses or expenses arising out of or in connection with this Site or use thereof or inability to operate, or any failure, error, omission, interruption, defect, delay in operation or transmission, computer virus or line or system failure, even if the Company, or representatives thereof, are advised of the possibility of such losses, damages or expenses. This includes but not limited to:

• Loss of use

• Data loss
• Loss of goodwill
• Harm to business reputation
• Loss of revenue
• Loss of profits
• Loss of business
• Loss of income

9.3 Access to and use of the Site or other products or services provided by us, or any browser or websites of third party that you might access for the purpose of enabling you to use the Site, or other products or services provided by us and/or any hyperlinks to other internet resources are at your own risk, and you will be solely responsible for any loss or damage to your computer system or loss of data resulting therefrom.

9.4 To the fullest extent permitted by Applicable Law, you agree that our liability shall be limited for any and all claims arising out of and in relation to these Terms for the actual and proven amount of damage and in no event exceed the maximum service fee that the Company charges the users.

9.5 The foregoing does not affect any liability that cannot be excluded or limited under Applicable Law.

10. INDEMNIFICATION

10.1 To the fullest extent permitted by Applicable Law, you agree to indemnify, defend and hold harmless the Company and our past, present and future employees, officers, directors, contractors, consultants, equity holders, suppliers, vendors, service providers, licensors, parent companies, subsidiaries, joint ventures, affiliates, agents, representatives, predecessors, successors, lawyers, insurers, and assigns, from and against all actual or alleged claims, damages, awards, judgments, losses, liabilities, obligations, penalties, interest, fees, expenses (including, without limitation, court costs, costs of settlement and costs of pursuing indemnification and insurance), of every kind and nature whatsoever, whether known or unknown, foreseen or unforeseen, matured or unmatured, or suspected or unsuspected, whether in tort, contract or otherwise (collectively, “Claims”), including, but not limited to, damages to property or personal injury, that are caused by, arise out of, or are related to: (a) use or misuse of the Site, or other products or services of the Company by you; (b) breach of these Terms; (c) violations of any Applicable Law by you; (d) breach or violation of the rights of a third party, including other Users; and (e) infringement of any third party Intellectual Property rights by you.

10.2 You shall, as soon as you have become aware of such claims or litigations, notify us of any Claims. We reserve the right to take any steps necessary to protect ourselves against any damage to be compensated by you, at your expense. You agree to cooperate with us in defending against such Claims. This indemnity is in addition to, and not in lieu of, any other remedies available to us under any Applicable Law, contract or otherwise.

11. TERMINATION

11.1 We have the right to suspend, restrict, or terminate your access to any or all of the Site without notice if we suspect that: (i) the Site is being used for an illegal activity, or your use of the Site possesses high risk of legal or regulatory non-compliance; (ii) you have concealed or provided false information or any information provided by you is misled in material respect; (iii) you have engaged in a fraudulent activity; (iv) you have engaged in an activity that is in violation of these Terms or Applicable Law; (v) we are required by a valid subpoena, court order, or any binding order from Governmental Agency sent in writing to us and/or (vi) you have breached any representation or warranty given under these Terms.

11.2 We may suspend or terminate the Site if, at any time: (i) it is or will become unlawful in any applicable jurisdiction for the Company to render the Site or perform its obligations under these Terms; (ii) there is any change in laws, regulations, rule, order, guideline (whether or not having the force of law but, if not having the force of law, being such that compliance therewith would customarily be required by any governmental agency, or any competent authority) which affects the Company, the Site or other products or services provided by the Company; or (iii) we have to comply or cooperate with an order or request from a court, any competent authority or any other relevant authority.

11.3 Upon termination, you shall no longer have access to or use the Site and any Content on the Site.

12 RISKS

12.1 You understand and agree that access to and use of the Site is at your own risk. Thus, in case of malfunctions or errors, we may have limited ability to change or adapt. You also understand and agree that it is your own responsibility to review all of the information presented about the services on the Site and use your own discretion before deciding to use any services presented on the Site. You also agree that you are well aware of and bear all the risks associated with the use of services presented on the Site as exampled below and will bear all the consequence arising from the use of the services presented on the Site.

Consultancy Services:

- No Guaranteed Results: consultancy services are advisory and do not guarantee specific outcomes.

- Intellectual Property: we are not responsible for any unauthorized use or disclosure of confidential information exchanged during the consultancy process.

Development Services:

- Project Delays: there may be unforeseen delays.

- Software Vulnerabilities: developed software may contain bugs or vulnerabilities.

- Data Loss: you assume all risks related to potential data loss or corruption during the development process.

- Third-Party Dependencies: project may depend on third-party services. We are not liable for any risks or failures associated with these third-party services.

12.2 You understand that the regulatory regime governing Digital Assets, blockchain technologies in general, and some other Company’s products or services may still be uncertain. There might be new legislations, regulations, or binding policies that the Company may subject to and might materially adversely affect the operation and provision of the Site and other products or services provided by the Company. You understand that the use of the Site, or other products or services provided by the Company that related to Digital Assets or blockchain technologies, are at your own risk, and that the Company shall not be liable due to such adverse effect. We are not required to keep you updated to the regulatory regime in these areas through our provisions of the Site, and that it is your own responsibility to be aware of these changes and risks associated therewith.

12.3 We accept no responsibility for any communication failure, disruption, error, or distortion you may experience when using the Site or any products or services provided by us.

13 DISCLAIMERS

13.1 The Site is provided on an “as is” and “as available” basis, without warranties or conditions of any kind, either express or implied. We offer no guarantee that the Site will: (i) meet your requirements; (ii) be available at all times, uninterrupted, timely, secure, or error-free; or (iii) be accurate, reliable, complete, legal, or safe.

13.2 We will not be liable if for any reason all or any part of the Site are unavailable at any time or for any period. We will not be liable for any loss or damage caused by denial-of-service attack, viruses, or other technologically harmful material that may infect your computer equipment, computer program, data, or other proprietary material due to your use of the Site or other products or services provided by us.

13.3 You understand that if any Content on the Site belongs to third-party. Such Content (including but not limited to materials, accuracy, opinions expressed, and other links provided by third parties with respect to such Content) are not investigated, verified, monitored, or endorsed by us. We are not responsible or liable to you or any third party, for any Content presented on the Site which belongs to third-party.

13.4 You hereby acknowledge and accept the inherent security risks of providing information over the Internet. We shall not be held responsible for any breach of security including any loss or damages arising from any electronic, mechanical, data failure or corruption, computer viruses, bugs, or any related problems that may be attributable to the Site or any network provider unless it is due to our own fraud, willful misconduct, or gross negligence.

13.5 We disclaim all warranties of any kind, whether express or implied, statutory, or otherwise, including but not limited to any warranties or conditions of merchantability, use for specific purposes, title and non-infringement as to the Site or other products or services provided by us. Nevertheless, the foregoing does not affect any warranties that cannot be excluded or limited under Applicable Law.

14 MISCELLANEOUS

14.1 Notices. We may send notices using different means (such as email or posting notices on the Site). By providing contact channels (such as email address, or phone number), you have agreed to be contacted via such contact channels. To ensure that you receive all of our communications, you agree to keep your contact information current and notify us if there are any changes. You agree that any communications delivered to your contact channels on record is valid. Notices sent by email are effective when sent, notices provided by posting on the Site are effective upon being posted, and notices provided via phone are effective when communicating to you.

14.2 All notices, correspondences, and documents sent to us either by registered mail, email or hand delivery shall be deemed to be duly received by us if sent to the building or address specified below.

No. 1, Soi Rat Burana 27/1, Rat Burana Road, Rat Burana Sub District, Rat Burana District Bangkok 10140, Thailand

14.2 Amendment and Variation. We reserve the right to change and modify these Terms at any time and at our sole discretion. All changes are effective immediately when we post them. You agree and understand that by accessing or using the Site you will be bound by any subsequent changes to these Terms, and you are deemed to have agreed to the changed or modified Terms. We encourage you to frequently review these Terms to ensure your understanding of the applicable Terms at the time of using the Site.

14.3 Transfer, Assignment or Delegation. These Terms, and any rights and obligations and licenses granted hereunder, are limited, revocable, non-exclusive and personal to you and therefore may not be transferred, assigned or delegated by you to any third party without our express written consent, but may be transferred, assigned or delegated by us without notice and restriction, including without limitation to any of the entities within our group of company, or to any successor in interest of any business associated with our business, the Site. Any attempted transfer or assignment in violation of these Terms hereof shall be null and void.

14.4 Partial invalidity. If, at any time, any provision of these Terms is or becomes illegal, invalid, or unenforceable in any respect under any law of any jurisdiction, neither the legality, validity, or enforceability of the remaining provisions, nor the legality, validity, or enforceability of that provision under the law of any other jurisdiction, will in any way be affected or impaired thereby.

14.5 Governing Law. Irrespective of the place of execution or performance, these Terms shall be governed by, construed, and enforced in accordance with the laws of Thailand. Any disputes, actions and proceedings relating to or arising, directly or indirectly, from this Agreement may be brought in the courts of Thailand.

14.6 Force Majeure. We shall not be deemed in default of these Terms to the extent that performance of our respective obligations or attempts to cure any breach are delayed or prevented by reason of a Force Majeure Event. "Force Majeure Event" means an event beyond our reasonable control which hinders, delays, or prevents the performance of an obligation hereunder, and shall include, without limitation, labor strikes, lockouts, disturbances, protests, riots, civil commotion, war or the consequences of war (declared or undeclared), insurrections, requisitions or threats of requisition, priorities or any other actions, laws, directions, or regulations of any competent government authority or agency, as currently enforced or may be enforced at any time during the term of these Terms, acts of God, perils of the sea and other waters, dangers of navigation, public enemies, storms, floods, pandemics, and fires.

14.7 No Implied Waivers. If we fail or delay to enforce any right or provision of these Terms, it will not be deemed or constituted as waiver of future exercise or enforcement of such provision.

14.8 Survival. You agree that all clauses which by nature must continue after the termination of these Terms, shall survive the termination of these Terms.