Copy taken on 2025-04-25
1. THESE TERMS
1.1. These terms of use govern your use and access to our services, including our website(s), our application(s), our application programming interfaces (APIs), our notifications, and any information or content appearing therein (collectively our “Platforms”). If you are under 18, you may not use our Platforms.
1.2. Using our Platforms, you agree to be bound by these terms regardless of whether you are a paying user or a non-paying visitor. If you are using our Platforms as a representative of an entity, you agree to be bound by these terms on behalf of that entity.
2. ABOUT US AND OUR COMMUNICATIONS
2.1. We are NanoMatriX Technologies Limited, a company registered in Hong Kong,trading as NanoMatriX. Our Company Registration Number is 34684210 and our registered office is at Unit 6 C 7, 18/F, Working field Commercial Bldg. , 408-412 Jaffe Road, Wanchai, Hong Kong SAR .2.2. For any questions or problems relating to our Platforms, our products or services, or these terms, you can contact us by telephoning our customer service team at +852 25239959 or emailing us at [email protected] or writing to us at Unit 6 C 7, 18/F, Workingfield Commercial Bldg., 408-412 Jaffe Road, Wanchai, Hong Kong SAR.
2.3. If we have to contact you, we will do so by telephone or by writing to you at the email address, or postal address you provided to us. You agree and give consent that we can provide all communications, agreements, documents, notices, and disclosures (collectively, “Communications”), required by law and other information related to your account electronically, by email sent to the address listed in your account registration, by emailing you a link or instructions how to access them on a website, or (if permitted by Law) by posting them on our Platforms.
2.4. When we use the words “writing” or “written” in these terms, this means electronic Communications. Any such electronic Communications have the
same meaning and effect as if we had provided you with paper Communications. Communications are considered received by you within twenty-four (24) hours of being emailed to you or posted to our website. Youfurther agree that your electronic signature (e-signature) has the same effect as your manual, physical signature. By agreeing to this Agreement, you are confirming that you can receive, open, and print or download a copy of any Communications for your records. You need to retain copies of Communications because they may not be accessible in your account later.
2.5. At any time, you may withdraw your consent to receive electronic Communications, as outlined in our Privacy Policy, by contacting us at [email protected]. Suppose you choose to withdraw your consent to
receive electronic Communications. In that case, we may deny your registration for an account, restrict or close your account, or charge you additional fees for paper copies.
3. CHANGES OF TERMS
3.1. We may amend these terms from time to time by posting the updated terms on our Platforms. If we make material changes, we will notify you use before they become effective. Continued use of our Platforms and our services after the changes come into effect means that you agree to be bound by the revised policy.
4. AVAILABILITY OF OUR SERVICES
4.1. We are constantly changing and improving our Platforms and the products or services we provide. From time to time, we may change or discontinue any of the products or services we offer or add or remove functionalities or features, and we may suspend or stop certain products, services, functionalities, or features altogether. If we discontinue certain products, services, functionalities, or features, we will give you advance notice where reasonably possible.
4.2. We may release products, services, functionalities or features that we are still testing and evaluating. We will label such services as “beta”, “preview”, “early access” or “trial “or any words or phrases with similar meanings. You understand that these beta services are not as reliable as other products or services we offer.
4.3. We try our best to ensure that our Platforms are always available, but we do not guarantee that the operation of or access to our Platforms will be uninterrupted or
continuous. Our Platforms may be interrupted for maintenance, repairs, upgrades, network or equipment failures.
4.3.1. Platforms Interruptions for Maintenance and Upgrades
The Platforms may be temporarily unavailable during scheduled maintenance,system upgrades, or critical patches. These interruptions will be kept as brief as possible and scheduled outside peak usage hours whenever feasible.
4.3.2. Frequency of Maintenance and Upgrades
Routine maintenance is conducted monthly. Additional updates or emergency maintenance may be performed as needed to ensure the platform s security, performance, and reliability.
4.3.3. Measures to Minimise Impact to Users
Our Platforms utilizes zero-downtime deployment techniques, staged rollouts,and schedules maintenance during off-peak hours to reduce disruption. During maintenance windows, users will have access to non- critical
parts of the Platforms wherever possible.
4.3.4. User Notification of Platforms Interruptions
Users will be notified before scheduled maintenance via in-app notifications,email alerts, or status page updates. For unscheduled or emergency maintenance, real-time updates will be provided through our Platforms status
page or support channels.
4.4. You are responsible for configuring your information technology, computer programmes, and Platforms or system to access our Platforms. To access our Platforms you must use a recent version of a web browsers (Chrome, Firefox, Edge, Safari) on desktop or tablet devices. No additional software installation is required.
4.4.1.1.1.We do not guarantee that our Platforms will be free from bugs or viruses. Our Platforms undergo regular security audits and employs industry-standard protection mechanisms, including:
4.4.2. HTTPS/TLS encryption
4.4.3. Role-based access controls
4.4.4. Multi-factor authentication
4.4.5. Cloud infrastructure hardening
4.4.6. Continuous vulnerability scanning
4.4.6.1.1. You must apply the following best practices:
4.4.7. Keep their operating system and browser up to date
4.4.8. Use reputable antivirus software
4.4.9. Avoid sharing login credentials
4.4.10. Notify the support team if they observe any unusual activity
5. YOUR ACCOUNT AND PASSWORD
5.1. To register for an account on our Platforms, you must provide truthful, accurate, and up-to-date information about yourself. You should choose a strong and secure password. You must keep your username, password, account details, and all information required in connection with your use of our Platforms safe and
confidential. You agree that you are not opening an account or using our Services on behalf of another individual or third party.
5.2. You agree not to share your account credentials or give others access. If and when we detect that multiple users share an account, we may treat this as a security breach and suspend or terminate your account.
5.3. We have the right to disable any password, whether chosen by you or allocated by us, at any time, if in our reasonable opinion you are in breach of these terms.
5.4. You are responsible for all actions or activities that happen by, through, or under your account. You agree to notify us immediately of any unauthorized access to or
use of your account. You understand and agree that you are liable for unauthorized account use. You agree to hold harmless and release us from any loss or liability
whatsoever that you may incur as a result of someone other than you using your username, password, or account, either with or without your knowledge. You agree
to indemnify us for any damages, third-party claims, or liabilities that we may incur due to activities that occur on or through your account, whether or not you were
directly or personally responsible.
6. USE OF THE PLATFORMS
6.1. When using or accessing the Platforms, you must comply with the Acceptable Use Policy and all applicable laws and regulatory requirements, including
privacy and intellectual property laws.
6.2. We grant you a personal, worldwide, royalty-free, non-assignable, nontransferrable, non-sublicensable, non-exclusive and revocable licence to access and use our Platforms, including any software or application as part of our services. This licence is for the sole purpose of enabling you to use and enjoy the benefit of our Platforms as provided by us and in the manner permitted by these terms. This licence will terminate if you do not comply with these terms or other additional terms or conditions imposed by us from time to time.
6.3. We reserve the right to limit your use of our Platforms and the services we provide, including the right to restrict, suspend or terminate your account if we
believe you breach these terms or are misusing our Platforms or any services we provide.
6.4. If you are required to download or use software in connection with our Platforms, you will be unable to download and access such software unless you first
agree to the license agreement relating to such software. Use of any such software is governed by these terms of use and the applicable license
agreement.
6.5. You are responsible for the accuracy and completeness of the information or content you submit, post, or display on or through the Platforms (“Your
Content”). You are responsible for your use of Your Content and any consequences thereof, including any consequences of using Your Content by other
users or third parties. We are not responsible or liable for the accuracy of and use of Your Content, nor the use of any content information submitted or posted by other users or visitors. The input, posting or uploading of any information to our
Platforms and the storage of any information, data,documents or materials in our Platforms by us does not constitute our endorsement or warranty as to the compliance of such information or materials
with applicable law, or to the accuracy, timeliness, materiality, completeness, or reliability of such information or materials.
6.6. You warrant that Your Content is not and will not infringe rights of any third parties and that you have all the necessary rights, power, and authority to satisfy your
obligations concerning Your Content under these terms.
7. ACCEPTABLE USE POLICY
7.1. You agree not to misuse the Platforms or help anyone else to do so. You agree not to do any of the following in connection with the Platforms:
7.1.1. use our Platforms for unlawful or unauthorised purposes;
7.1.2. copy, modify, distribute, sell, lease, loan or trade any access to the Platforms or any data or information on it;
7.1.3. lease, re-sell, pledge, sublicense, assign or otherwise attempt to benefit commercially from any data, content or information or our intellectual
property rights in or to our Platforms;
7.1.4. probe, scan, or test the vulnerability of any system or network;
7.1.5. breach or otherwise circumvent any security or authentication measures or service use limits;
7.1.6. access, tamper with, or use non-public areas or parts of the Platforms;
7.1.7. interfere with or disrupt any user, host, or network, for example by sending a virus, trojan, worm, logic bomb, or any other material that is malicious or
technologically harmful, overloading, flooding, spamming, or mail-bombing any part of the Platforms, or by scripting the creation of any content in such manner
as to interfere with or create an undue burden on the Platforms;
7.1.8. reverse engineer, decompile, disassemble, decipher or otherwise attempt to derive the source code or underlying ideas or algorithms for the Platforms or any
related technology that is not open source;
7.1.9. access, search, or create accounts for the Platforms by any means (automated or otherwise) other than our publicly supported interfaces (for
example, “scraping” or creating accounts in bulk) or attempt to do so;
7.1.10. send unsolicited communications, promotions or advertisements, or spam;
7.1.11. forge any TCP/IP packet header or any part of the header information in any email;
7.1.12. send altered, deceptive, or false source-identifying information, including “spoofing “or “phishing”;
7.1.13. conduct surveys, contests, or pyramid schemes, or promote or advertise products or services without appropriate authorisation;
7.1.14. abuse referrals or promotions;
7.1.15. post, publish, upload, display, distribute, or share materials that are unlawful, inappropriate, profane, pornographic, obscene, indecent,
libelous, defamatory, abusive, immoral or knowingly false, and/or that infringe intellectual property rights;
7.1.16.violate the letter or spirit of our terms of use;
7.1.17.violate applicable laws or regulations in any way; or
7.1.18.violate the privacy or infringe the rights of others.
8. COMPLIANCE WITH PRIVACY AND DATA SECURITY LAWS
8.1. Please refer to our Privacy Policy, which is available at www.nanomatrixsecure.com. It sets out our general privacy practices and principles that apply to the information we collect.
8.2. You represent and warrant that you have obtained all required consents and you comply with all applicable laws, including, without limitation, all privacy laws, in
connection with any use and disclosure of information relating to your use of our Platforms.
8.3. While using our Platforms, we may also collect information from you about someone else. Suppose you provide us with personal information about
someone else. In that case, you are obligated to ensure that you are authorized to disclose that information to us, and that we, without further action, may collect,
use, and disclose that information for the purposes described in our Privacy Policy, which is available at www.nanomatrixsecure.com,www.complynexus.com, www.trackmatriX.com, or www.healthmatrix.ai.
9. YOUR RIGHTS
9.1. You retain your rights to any information or content you submit, post or display on or through the Platforms. By submitting, posting or displaying such content, you
grant us a worldwide, perpetual, non-exclusive, royalty-free licence (with the right to sublicense) to use, process, copy, reproduce, adapt, modify, publish, transmit, display and distribute such content in any and all media or through any distribution channels(now known or later developed), subject to the applicable provisions in our Privacy Policy.
9.2. If you believe your intellectual property rights have been infringed, please contact us at [email protected].
10. OUR RIGHTS
10.1.We and our licensors and suppliers own both the proprietary rights as well as the intellectual property rights to all URLs, materials, products, web content, web page designs, web page layouts, images, text, tools, utilities, and software that make up the Platforms. The technical procedures, processes, concepts, and methods of operation that are inherent within the Platforms constitute are proprietary and confidential to us. The usage of our Platforms does not constitute a sale or transfer of any intellectual property rights to any users.All rights under applicable laws are hereby reserved. You must not upload, post,publish,reproduce, transmit or distribute any content or component of our Platforms in any way, or create any derivative works with respect to any such content or component.
10.2.We may (at our discretion but are not obliged to) review content or information submitted posted by users on our Platforms. We reserve the right to
remove any content which we consider as offensive, harmful, deceptive, discriminative, defamatory or otherwise inappropriate or misleading, or content that we believe may be infringing rights of third parties. We do not endorse or support any views expressed by any users on our Platforms.
10.3.Our name “NanoMatriX”, “ComplyNexus”, “ComplySpark, P”rivicore Nexus”, “Nexi LLM”, and our marks and logos are our trade marks (be it registered or unregistered) and may not be used without our express prior written consent.
11. INTEGRATIONS
11.1.We integrate with third-party software to provide a full suite of functionalities to our users. The availability of such third-party software
(including their APIs) in connection with the Platforms does not constitute an endorsement, warranty, or representation as to the fitness, suitability,
merchantability, title, non-infringement, quality, or accuracy of the third-party provider or its products or services. If at any point such third-party services cease to make themselves or their APIs available to us on reasonable terms, we may cease to provide those third-party services or any of our services (that are dependent on such third-party services) without providing you with any refund, credit or other compensation.
11.2.You acknowledge that such third-party sites and services are completely independent of us and as we have no control over them. You agree to hold
harmless and release us from any liability relating to your use of any third-party software whether or not such use is ancillary to your use of the Platforms. Your access and use of the third-party software is governed by the terms of service or user agreements of that software.
12. FEEDBACK
12.1.We value and welcome feedback on our Platforms. You agree that we are free to use, disclose, adopt and/or modify any feedback and any information
(including any ideas, concepts, proposals, suggestions or comments) provided by you to use in connection with our Platforms or any products or services we offer,
without any payment to you.
12.2.You here by waive and agree to waive any rights to claim for any fees,
royalties, charges or other payments in relation to our use, disclosure, adoption
and/or modification of any of your feedback.
13. LIMITATION ON LIABILITIES
13.1.Some countries or jurisdictions may not allow the disclaimers in this clause, in which case these disclaimers will not apply to you.
13.2.To the fullest extent permitted by law, we (including our holding company(is), subsidiaries, affiliates, directors, officers, employees, agents,
representatives, partners and licensors (collectively, “Our Entities”)) expressly limit our liabilities in connection with or arising out of the provision of the
Platforms as follows:
13.2.1. We provide the Platforms and any products or services we offer on an “as is” and “as available” basis, and your access to or use of our Platforms is at
your own risk;
13.2.2. We give no assurance, representation or warranty of any kind (whether express or implied) about the Platforms and any products or services we
provide;
13.2.3. We do not guarantee that the information or content you find on the Platforms is always accurate, truthful, complete and up-to-date;
13.2.4. We expressly disclaim all warranties and representations (for example,warranties of merchantability, fitness for a particular purpose, and noninfringement);
13.2.5. We are not responsible for any delay or disruption in our Platforms or any defect, viruses, bugs or errors; and
13.2.6. We are not responsible for the conduct of or any content or information submitted posted by any user of the Platforms (whether online or offline).
13.3.To the fullest extent permitted by law, Our Entities are not liable to you or others for:
13.3.1. any indirect, incidental, special, exemplary, consequential or punitive damages; or
13.3.2. any loss of data, business, opportunities, reputation, profits or revenues,
13.3.3. relating to the use of, or inability to use, our Platforms or any products or services we offer.
13.4.We do not exclude or limit our liability to you where it would be illegal to do so. This includes any of our liability for fraud or making fraudulent
misrepresentation in operating the Platforms or providing the products or services we offer.
13.5.If you are using the Platforms as a consumer, in some countries or jurisdictions you may have certain legal rights as a consumer. In such cases, nothing in these terms limit your legal rights as a consumer that may not be waived by contract.
13.6.Other than the types of liabilities that we cannot limit by law, the liabilities of Our Entities to you (on aggregate) are limited to the amount you have paid us
(if any) for the use of our Platforms or for any products or services we offer over the last twelve (12) months.
13.7.You agree that the essential purposes of these terms may be fulfilled even with these limitations on liabilities. You acknowledge that we would not be able to
offer our products and services on an economical basis without these limitations.
14. YOUR REPRESENTATION
14.1.Our Platforms is not intended for and may not be used by users under 18 years old. By using our Platforms, you represent that you are 18 years old or
above and that you are able to legally enter into contractual agreements.
14.2.If you are using the Platforms on behalf of an entity, by using the Platforms you represent that you have the necessary rights and authority to agree to these
terms (and Privacy Policy, Acceptable Use Policy and other documents referred to herein) on behalf of that entity.
15. INDEMNITY
15.1.You agree to indemnify and hold Our Entities harmless from and against all liabilities, damages, claims, costs (including legal fees and costs), and
expenses in connection with or arising from (i) your breach of these terms, (ii) your use of our Platforms and/or (iii) any misrepresentation made by you.
15.2.You also agree to fully co-operate with us in the defiance or settlement of any claim in relation to or arising out of our Platforms or these terms.
16. TERMINATION
16.1.These terms will continue to apply until terminated by either you or us as follows.
16.2.You may stop using the Platforms any time by deactivating your account.
16.3.We reserve the right to terminate your access to our Platforms, if we reasonably believe:
16.3.1. you are in serious or repeated breach of these terms (including a prolonged failure to settle any payment);
16.3.2. you are using the Platforms in a manner that would cause a real risk of harm or loss to us, other users, or the public;
16.3.3. we are requested to do so by government or regulatory authorities or as required under applicable laws, regulations or legal processes; or
16.3.4. our provision of the Platforms to you is no longer possible or commercially viable;
16.3.5. you (i) become insolvent or admit your inability to pay your debts generally as they become due, (ii) commenced dissolution proceedings, or (iii) become
subject, voluntarily or involuntarily, to any proceeding under any
domestic or foreign bankruptcy or insolvency law.
16.4.In any of the above cases, we will notify you by the email address associated with your account or at the next time you attempt to access your
account, unless we are prohibited from notifying you by law.
16.5.Upon termination of your account for any reason, you agree:
16.5.1.that these terms will also terminate except for Clauses 12.to 20;
16.5.2. to immediately stop using the Platforms;
16.5.3.that the license provided under these terms will end;
16.5.4.that we reserve the right (but have no obligation other than as described in our Privacy Policy) to delete all of your information and data stored on our
servers; and
16.5.5.that we will not be liable to you or any third party for termination of access to the Service, deletion of your information or data, or export of your information
or data.
16.6.We will not be liable to you for compensation, reimbursement, or damages in connection with the termination of your account. Any termination does not relieve you of any obligations to pay any fees or costs accrued prior to the termination and any other amounts owed by you to us.
16.7.Where necessary or appropriate, we will report any breach of these terms(including the Acceptable Use Policy) to law enforcement authorities and necessary or appropriate, we will report any breach of these terms (including the Acceptable Use Policy) to law enforcement authorities and cooperate with such authorities by disclosing your identity and providing any information about you within our systems to them.
17. ENTIRE AGREEMENT
17.1.These terms constitute the entire agreement between any user and us in relation to the use of or any transactions on the Platforms. These terms supersede and extinguish all other agreements, promises, assurances, warranties, representations and understandings between any user and us, whether written or
oral, in relation to the use of or any transactions on the Platforms.
17.2.You acknowledge that you will have no remedies for any statement,representation, assurance or warranty (whether made innocently or negligently) that is not set out in these terms.
18. OTHER IMPORTANT TERMS
18.1.We may transfer our rights and obligations under these terms to another organisation. We will contact you to inform you if we plan to do this. If you do not wish to continue the contract with the transferee, you may contact us to end the contract within one (1) calendar month of us informing you of the proposed
transfer. We will refund any payments you have made in advance for any products not provided.
18.2.You may only transfer your rights or your obligations under these terms to another person if we agree to this in writing.
18.3.If a court finds part of this contract illegal, the rest will continue in force.Each of the paragraphs of these terms operates separately. If any court or relevant authority decides that any of them are unlawful, the remaining paragraphs will remain in full force and effect.
18.4.Even if we delay in enforcing this contract, we can still enforce it later. If we do not insist immediately that you do anything you are required to do under these terms, or if we delay taking steps against you regarding your breaking this contract, that will not mean that you do not have to do those things. It will not prevent us taking steps against you at a later date. For example, if you miss a payment and we do not chase you, but we continue to provide the products, we can still require you to make the payment later.
18.5.We will not be liable for any delay or failure in our performance of these terms because of the occurrence of an unforeseen event beyond our reasonable
control, including but not limited to, acts of God, natural disasters, pandemics, power failures, server failures, third-party service provider failures or service interruptions, embargo, labour disputes, lockouts and strikes, riots, war, floods, insurrections, legislative changes, and governmental actions.
18.6.In the event of any conflict or inconsistency among the following documents, the order of precedence shall be: (a) the Data Processing Agreement (if applicable); (b) the sales order; (c) product-specific terms (where relevant); (d) the service descriptions and service level agreement (if applicable);
(e) these terms.
19. CONTACT
19.1.If you have any questions about these terms including the Acceptable Use Policy, please contact us by [email protected].
20. LANGUAGES
20.1.In case of discrepancies between the English language version and versions in other languages of these terms, the English version shall prevail.
21. GOVERNING LAW AND JURISDICTION
21.1.These terms are governed by and shall be construed by the laws of the Hong Kong Special Administrative Region.
21.2.Any dispute, controversy, difference or claim arising out of or relating to this agreement, including the existence, validity, interpretation, performance,
breach or termination thereof or any dispute regarding non-contractual obligations arising out of or relating to these terms shall be referred to and finally resolved by arbitration administered by the Hong Kong International
Arbitration Centre (HKIAC) under the HKIAC Administered Arbitration Rules in force when the Notice of Arbitration is submitted. The arbitration tribunal shall consist of one arbitrator appointed by mutual agreement of the parties, or failing such agreement, by the HKIAC. The arbitration seat shall be Hong Kong, and the
arbitration language shall be English.
Last updated: 2025-04-25