Terms of Use

TERMS OF USE AGREEMENT

This Terms of Use Agreement (the "Agreement") is a legally binding agreement entered into between you ("User," "you," or "your") and Chuan ("Company," "we," "us," or "our") that governs your access to and use of the Chuan websites, including but not limited to www.capitalchuan.com, www.chuanx.xyz, and any websites, pages, or features that are automatically redirected to, linked to, or otherwise integrated with the foregoing (collectively, the "Services").

By accessing, browsing, or otherwise using the Services, you acknowledge that you have read, understood, and agree to be bound by all of the terms and conditions set forth in this Agreement, as well as our Privacy Policy and Disclaimer, which are incorporated herein by reference. If you do not agree to any of the terms of this Agreement, you must immediately discontinue all access to and use of the Services.

Alliance CHUAN Group (BVI) Limited and its affiliates (collectively, "Company," "we," "us," "our," or "CHUAN") operates and provides access to the content, tools, products, and services made available on the Alliance CHUAN Sites (as defined below). This Terms of Use Agreement (this "Agreement") sets forth the terms and conditions governing your access to and use of the Alliance CHUAN Sites.

For purposes of this Agreement, "Alliance CHUAN Sites" refers to all Alliance CHUAN websites (including, without limitation, www.capitalchuan.com and www.chuanx.xyz) and Social Media Sites (as defined below), together with their content, and any websites or applications that are automatically redirected to, or that link to, the foregoing. Because this Agreement governs multiple websites, certain terms may apply only to specific Alliance CHUAN Sites.

This Agreement constitutes a binding legal agreement that governs your use of the Alliance CHUAN Sites. By accessing, browsing, or otherwise using any Alliance CHUAN Site, you acknowledge that you have read, understood, and agree to be bound by all of the terms, conditions, and notices contained in this Agreement, as well as any additional terms, policies, or guidelines referenced herein. If you do not agree to these terms and conditions with respect to any Alliance CHUAN Site, you must immediately cease accessing and using that Alliance CHUAN Site.

PLEASE READ THE BINDING ARBITRATION CLAUSE AND CLASS ACTION WAIVER IN THE SECTION TITLED "DISPUTE RESOLUTION." IT AFFECTS HOW DISPUTES BETWEEN YOU AND THE COMPANY ARE RESOLVED.

No Advisory Services

The Alliance CHUAN Sites, the information contained therein, and the Alliance CHUAN Content (as defined below) do not constitute, and shall not be construed as, (i) an offer to sell, or a solicitation of an offer to purchase, any security, interest in a fund, or other financial instrument, or (ii) investment, legal, tax, accounting, or other professional advice. Any offer or solicitation of securities or interests in any investment vehicle managed or sponsored by the Company or any of its affiliated entities will be made solely by means of definitive offering memoranda or other offering documents, and only in accordance with the securities laws and other applicable laws of the relevant jurisdictions. The Company is not registered as a broker-dealer, investment adviser, or in any other regulated capacity, except as expressly stated in the relevant offering documents.

Intellectual Property Rights and Grant of Limited License

The Alliance CHUAN Sites and all content, data, and materials available thereon, including without limitation all text, images, graphics, illustrations, charts, video, audio, code, software, data, and other visual or auditory elements (collectively, the "Alliance CHUAN Content"), together with the look and feel of the Alliance CHUAN Sites, the design and organization of the Alliance CHUAN Sites, and the trademarks, service marks, logos, and trade names displayed therein (collectively, the "Marks"), are owned by or licensed to Alliance CHUAN, and are protected by copyright, trademark, and other intellectual property laws of the Hong Kong Special Administrative Region, foreign jurisdictions, and applicable international conventions.

Subject to your continued compliance with this Agreement, the Company grants you a limited, non-exclusive, non-transferable, revocable license to access and use the Alliance CHUAN Sites and the Alliance CHUAN Content solely for your personal, non-commercial, informational purposes. The Company further grants you a limited, non-exclusive, non-transferable, revocable license to download or print copies of any Alliance CHUAN Content posted on the Alliance CHUAN Sites solely for your personal, non-commercial use, provided that you retain all copyright and other proprietary notices contained therein and do not modify, delete, or obscure any such notices.

The Alliance CHUAN Content is provided to you "AS IS" for your information and personal use only. You may not, and you agree not to authorize any other person to, use, copy, reproduce, distribute, transmit, broadcast, display, sell, license, modify, translate, reverse engineer, decompile, disassemble, or otherwise exploit the Alliance CHUAN Sites, the Alliance CHUAN Content, or any portion thereof, for any commercial purpose or for any purpose not expressly permitted by this Agreement, without the prior written consent of the Company.

The Company reserves all rights not expressly granted to you in and to the Alliance CHUAN Sites, the Alliance CHUAN Content, and the Marks. You agree not to use, copy, or distribute any Alliance CHUAN Content other than as expressly permitted by the Company under this Agreement, and you further agree not to use, copy, or distribute any third-party materials obtained through the Alliance CHUAN Sites for any commercial purpose.

Use of any of the Marks, or any other name, logo, or identifier of the Company or any of its affiliates, for any commercial purpose, including in advertising, marketing, or as a hyperlink, is strictly prohibited absent the prior written consent of the Company or the respective owner, as applicable. The Company may, in its sole discretion, revoke the limited license granted above at any time, and any unauthorized use shall constitute a material breach of this Agreement and may violate applicable intellectual property laws.

User Information

In order to access certain services or features on the Alliance CHUAN Sites — including the "Contact" feature, requests for information, sign-up forms, and email notification subscriptions — you may be required to submit certain personal information through the Alliance CHUAN Sites. The collection, use, storage, and disclosure of such personal information are governed by the Alliance CHUAN Sites' Privacy Policy, which is incorporated into this Agreement by reference. You agree to provide only true, accurate, current, and complete information in connection with your use of the Alliance CHUAN Sites, and you agree to promptly update such information to keep it true, accurate, current, and complete. If we have reasonable grounds to suspect that any information you provide is untrue, inaccurate, not current, or incomplete, we may, in our sole discretion, suspend or terminate your access to the Alliance CHUAN Sites and refuse any and all current or future use of the Alliance CHUAN Sites (or any portion thereof).

Submitted Materials

Unless we have specifically and expressly requested such information in writing, we do not solicit, and we do not wish to receive, any confidential, secret, or proprietary information, or any other confidential or restricted material, from you through the Alliance CHUAN Sites, by email, through the "Contact" feature, or by any other means. Any information, feedback, proposals, requests, creative works, images, photographs, documents, demos, ideas, suggestions, concepts, methods, systems, designs, plans, techniques, or other materials submitted, uploaded, or transmitted by you on or through the Alliance CHUAN Sites, other than your personally identifiable information (collectively, "Submitted Materials"), will be deemed to be non-confidential and non-proprietary, and may be used, reproduced, distributed, displayed, modified, and otherwise exploited by the Company in any manner consistent with this Agreement and the Alliance CHUAN Sites' Privacy Policy.

By submitting or transmitting Submitted Materials on or through the Alliance CHUAN Sites, you represent, warrant, and covenant that:

(i) you own all right, title, and interest in and to the Submitted Materials, or you have obtained all necessary licenses, rights, consents, releases, and permissions required to submit the Submitted Materials and to grant the rights granted herein;

(ii) the Submitted Materials, and the submission, transmission, and use thereof by the Company as contemplated herein, do not and will not infringe, misappropriate, or otherwise violate any intellectual property right, privacy right, publicity right, contractual right, or any other right of any third party, or violate any applicable law;

(iii) the Submitted Materials are not unlawful, defamatory, obscene, harassing, threatening, hateful, racially or ethnically offensive, or otherwise inappropriate, as determined by the Company in its sole discretion; and

(iv) you will not receive any compensation, attribution, or other consideration in respect of the submission or use of the Submitted Materials.

By submitting or transmitting Submitted Materials, you hereby grant to the Company and its affiliates a royalty-free, worldwide, perpetual, irrevocable, non-exclusive, fully transferable, assignable, and sublicensable right and license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform, display, and otherwise exploit the Submitted Materials (in whole or in part), and to incorporate the Submitted Materials (in whole or in part) into other works, products, or services, in any form, medium, or technology now known or hereafter developed, for any purpose, including without limitation any commercial purpose, without further notice to or consent from you and without any obligation of attribution or compensation to you.

To the maximum extent permitted by applicable law, you hereby waive, and agree not to assert, any "moral rights," "droit moral," or any analogous rights (including without limitation the right of attribution and the right to object to derogatory treatment) with respect to the Submitted Materials, against the Company or any of its affiliates, licensees, successors, or assigns. You further agree that, upon request by the Company, you will execute such further documents and instruments as may be reasonably necessary to perfect, record, or enforce any of the licenses, rights, and waivers granted under this Agreement.

We are not obligated to maintain, store, return, or back up any Submitted Materials that you provide to or through the Alliance CHUAN Sites, and we may, in our sole discretion, delete, destroy, or discard any Submitted Materials at any time, with or without notice to you.

User Conduct

Without limiting any of the other terms and conditions set forth in this Agreement, and in consideration of your use of and access to the Alliance CHUAN Sites, the Alliance CHUAN Content, and the various features available on or through the Alliance CHUAN Sites, you agree that you shall not, directly or indirectly:

(a) Impersonation. Impersonate any person or entity, or otherwise misrepresent your identity, your affiliation with any person or entity, or the origin of any communication or content, including without limitation by creating a false identity, using a false header, or forging any transmission information;

(b) Unauthorized Commercial Use. Use, redistribute, republish, sublicense, or exploit any portion of the Alliance CHUAN Sites or any Alliance CHUAN Content for any commercial, promotional, advertising, or competitive purpose, or for any purpose not expressly permitted under this Agreement;

(c) Unauthorized Access. Access or attempt to access any non-public areas of the Alliance CHUAN Sites, or gain or attempt to gain unauthorized access to any other computer systems, networks, materials, information, or services made available on or through the Alliance CHUAN Sites, through any means, including through any means not intentionally made publicly available or provided by the Company through the Alliance CHUAN Sites;

(d) Scraping and Data Harvesting. Engage in spidering, "screen scraping," "database scraping," harvesting of email addresses or other personal information, web crawling, mirroring, framing, or any other automatic, programmatic, or unauthorized means of accessing, logging into, registering on, or using the Alliance CHUAN Sites, or of obtaining lists of users, profiles, or other information from or through the Alliance CHUAN Sites, including without limitation any information residing on any server, database, or cache connected to any Alliance CHUAN Site, whether through the use of bots, robots, spiders, scrapers, spiders, crawlers, AI tools, large language models, automated agents, or otherwise;

(e) AI/ML Training Prohibition. Use, or permit the use of, any Alliance CHUAN Content, or any portion thereof, to train, develop, fine-tune, evaluate, or improve any artificial intelligence, machine learning, large language model, generative model, or similar technology, whether for commercial or non-commercial purposes, without the prior written consent of the Company;

(f) Interference and Disruption. Interrupt, damage, disable, overburden, impair, or otherwise interfere with the Alliance CHUAN Sites or any servers or networks connected to the Alliance CHUAN Sites, or interfere with any other party's use and enjoyment of the Alliance CHUAN Sites, including without limitation by sending mass unsolicited messages, "flooding" servers with requests, introducing viruses, worms, spyware, adware, or other malicious code, or otherwise engaging in any conduct that imposes (in the Company's sole determination) a disproportionately large load on the Company's infrastructure;

(g) Reverse Engineering and Circumvention. Circumvent, reverse engineer, decrypt, decompile, disassemble, or otherwise alter or interfere with (or attempt, encourage, or support any other person's attempt to do any of the foregoing with respect to) the Alliance CHUAN Sites, the Alliance CHUAN Content, the services available through the Alliance CHUAN Sites, or any software, security mechanism, or technological measure used by the Company in connection with the Alliance CHUAN Sites, including without limitation any digital rights management, access-control, or anti-bot mechanism;

(h) Third-Party Rights. Violate, plagiarize, or infringe the rights of any third party, including without limitation any copyright, trademark, trade secret, patent, database right, moral right, right of publicity, right of privacy, contract right, or any other proprietary, intellectual property, or legal right of any third party;

(i) Unlawful Conduct. Use the Alliance CHUAN Sites for any unlawful purpose, or in furtherance of any unlawful activity, including without limitation any activity that violates any applicable law, rule, regulation, ordinance, or court order, or that promotes or facilitates the violation of any such law, rule, regulation, ordinance, or court order;

(j) Inappropriate Submissions. Submit, upload, post, transmit, or otherwise make available through the Alliance CHUAN Sites any information, content, or material that is unlawful, defamatory, obscene, harassing, threatening, hateful, racially or ethnically offensive, fraudulent, deceptive, or otherwise inappropriate, as determined by the Company in its sole discretion;

(k) Unauthorized Communications. Send unsolicited or unauthorized advertising, promotional materials, spam, chain letters, pyramid schemes, or any other form of solicitation, through or in connection with the Alliance CHUAN Sites;

(l) Security Violations. Probe, scan, or test the vulnerability of the Alliance CHUAN Sites or any network or system connected to the Alliance CHUAN Sites, or breach any security or authentication measures used in connection with the Alliance CHUAN Sites; or

(m) General Improper Use. Engage in any conduct that, in the Company's sole discretion, is objectionable, restricts or inhibits any other person from using or enjoying the Alliance CHUAN Sites, or exposes the Company or any of its affiliates, employees, partners, or users to any liability, harm, or detriment of any kind.

The Company reserves the right, at any time and in its sole discretion, to investigate, monitor, and take any action it deems appropriate in connection with any actual or suspected breach of this Section, including without limitation removing any offending content, suspending or terminating your access to the Alliance CHUAN Sites, and referring such breach to law enforcement authorities.

Minors

The Alliance CHUAN Sites are not intended for use by anyone under age 18. YOU MUST BE AT LEAST AGE 18 TO ACCESS AND USE THE Alliance CHUAN Sites. By accessing, using and/or submitting information to or through the Alliance CHUAN Site you represent that you are at least age 18.

Provision or Suspension/Withdrawal of the Alliance CHUAN Sites

You understand and agree that: (a) the Alliance CHUAN Sites may change from time to time without notice to you. Any new feature that augments, enhances or modifies the current Alliance CHUAN Sites is subject to this Agreement ; (b) we may decline to provide access to the Alliance CHUAN Sites (permanently or temporarily) or provide the Alliance CHUAN Sites (or any feature, program or content within the Alliance CHUAN Sites) intermittently to you or other users at our sole discretion, without notice or liability to you; and (c) if we disable access to your account, you may be prevented from accessing the Alliance CHUAN Sites, your account details, or any files or other content which are contained in your account.

Links to Other Sites

The Company has not reviewed all of the third-party sites that may be linked to or from the Alliance CHUAN Sites, and is not responsible for the contents, products, services, or practices of any such third-party sites. The Company provides links from the Alliance CHUAN Sites as a convenience to its visitors only. The Company has no control over, and makes no representations or warranties regarding, the content, materials, accuracy, legality, or appropriateness of any third-party site, or the use of or reliance on any content, products, or services available on or through any such site. Links are not intended to imply, and shall not be construed as, the Company's sponsorship, affiliation, endorsement, guarantee, or recommendation of any third-party site or the content, products, or services available thereon.

If you believe that a link provided on the Alliance CHUAN Sites directs to a site that contains infringing or illegal content, or that makes available circumvention tools or other devices in violation of applicable law, please notify us at operations@alliancechuan.com so that the Company may, in its sole discretion, evaluate whether to disable the link.

Third-Party Content Providers

The Company may use third-party content providers, aggregators, licensors, and uploaders (collectively, "Third-Party Content Providers") in connection with providing the Alliance CHUAN Content on the Alliance CHUAN Sites, via email notification, or through other communication channels at your request. The Company does not endorse, and is not responsible for, the content, accuracy, completeness, legality, or reliability of any content provided by any Third-Party Content Provider. Your use of and reliance on such content is at your own risk, and additional third-party terms of use, license terms, or restrictions may apply to such content.

Social Media

The Company may publish content, including posts, articles, videos, podcasts, and other materials, on social media platforms, including without limitation X (formerly Twitter), LinkedIn, and any other social media channels operated or sponsored by the Company from time to time (collectively, "Social Media Sites"). For the avoidance of doubt, the Company is not affiliated with, sponsored by, or endorsed by any Social Media Site, and the Company does not control and is not responsible for the operation, terms, or content of any Social Media Site.

By accessing, viewing, or interacting with the Company's channels, content, posts, or information on any Social Media Site, you signify your agreement to all applicable terms and conditions of this Agreement, as well as the terms and conditions of use that govern the relevant Social Media Site.

Content Standards. Content and information posted by the Company on Social Media Sites is for informational and promotional purposes only. The Company does not represent or warrant the accuracy, completeness, or timeliness of any content posted on its Social Media Site channels, and the Company shall have no liability for any action taken or not taken in reliance on any such content. The Company reserves the right, in its sole discretion and without prior notice, to modify, edit, or delete any content posted on its Social Media Site channels at any time. The Company's posts on Social Media Sites do not constitute, and shall not be construed as, investment advice, an offer to sell, a solicitation of an offer to buy, or a recommendation to invest in any security, strategy, or investment product.

Third-Party Content. The Company does not control and is not responsible for any third-party content on Social Media Sites, including without limitation content posted by other users, comments, replies, reposts, or content linked to or through the Company's Social Media Site channels. The Company makes no representations regarding any such third-party content, and your use of or reliance on any such content is at your own risk.

User Responsibilities. You are solely responsible for your use of Social Media Sites and for any content you submit, post, upload, or transmit through or to any Social Media Site, including without limitation compliance with all applicable laws, rules, regulations, and the terms of use of the relevant Social Media Site. You should only post or share content that you are comfortable sharing publicly. Without limiting the foregoing, please do not include any non-public, personal, confidential, or account information in any posts, messages, comments, or other communications directed to the Company on any Social Media Site. Additionally, please do not post any testimonials concerning the Company, our products, or our services on any Social Media Site.

License Grant for Social Media Content. If you post, share, or upload content that is protected by intellectual property rights on any Social Media Site, or that is otherwise directed to or about the Company, you grant to the Company a non-exclusive, transferable, sublicensable, royalty-free, worldwide, and perpetual right and license to host, use, distribute, modify, run, copy, publicly perform or display, translate, and create derivative works of your content, in whole or in part, in any form, medium, or technology now known or hereafter developed, and to use such content for any business or commercial purpose, including without limitation for marketing, advertising, and promotional activities.

Passwords

When you register with any private or restricted-access portion of the Alliance CHUAN Sites, you will be prompted to create or supply a password and/or other credentials. You must keep your password and credentials strictly confidential, and you are solely responsible for all activities that occur under your account, password, or credentials, whether or not you authorized such activities. You agree to notify the Company immediately of any unauthorized use of your password, credentials, or account, or of any other breach of security relating to the Alliance CHUAN Sites. The Company shall not be liable for any loss or damage arising from your failure to safeguard your password or credentials or from any unauthorized use of your account.

Mobile Access

If you use a mobile device to access the Alliance CHUAN Sites, you acknowledge and agree that:

(a) you are solely responsible for all message, data, roaming, and other charges imposed by your mobile service provider in connection with your access to or use of the Alliance CHUAN Sites through your mobile device; and

(b) all such charges are billed by and payable to your mobile service provider, and the Company is not responsible for any such charges. Please contact your mobile service provider for pricing plans, participation status, coverage details, and other relevant information.

You further acknowledge that mobile access may not be available in all areas at all times and may be affected by product, software, coverage, or service changes made by your mobile service provider or by other factors outside the Company's control. By accessing or using the Alliance CHUAN Sites through a mobile device, you agree to this Agreement and to any additional terms applicable to any mobile application you may use to access the Alliance CHUAN Sites.

International Use and Cross-Border Data Transfer

The Alliance CHUAN Sites are owned and operated by the Company from its facilities in the BVI. If you access or use the Alliance CHUAN Sites from any location outside Hong Kong, you are solely responsible for compliance with all applicable local laws, rules, and regulations. You acknowledge and agree that your information will be transferred to, stored in, and processed in the Hong Kong and/or the British Virgin Islands, and that such information will be subject to the laws of the Hong Kong and the applicable jurisdiction of the Company's operations, which may not provide the same level of data protection as the laws of your home jurisdiction.

Disclaimers

The materials, features, functions, information, and Alliance CHUAN Content available on the Alliance CHUAN Sites may contain technical, typographical, or other errors or inaccuracies, and may not be complete, accurate, or current. The Company does not warrant that any material or information on the Alliance CHUAN Sites is accurate, complete, or current. The Company may change any material or information on the Alliance CHUAN Sites at any time, in its sole discretion, without prior notice, but the Company does not undertake any obligation to update, correct, or remove any material or information on the Alliance CHUAN Sites. The Company makes no representation that any content provided on the Alliance CHUAN Sites is applicable, lawful, or appropriate for access or use in any particular location outside of Hong Kong, and access to the Alliance CHUAN Sites from jurisdictions where their contents are illegal or restricted is prohibited.

Without limiting the foregoing or any other provision of this Agreement, the Alliance CHUAN Sites and all of their contents are made available by the Company "as is," "with all faults," and without any warranties of any kind, express or implied. The Company and its affiliates hereby specifically disclaim, to the maximum extent permitted by applicable law, all warranties of any kind, whether express, implied, statutory, or otherwise, including without limitation any warranties of merchantability, fitness for a particular purpose, non-infringement, title, quiet enjoyment, accuracy, security, reliability, uninterrupted use, system integration, custom of trade, and any warranties arising out of course of dealing or usage of trade. The Company makes no warranty that the Alliance CHUAN Sites, in whole or in part, will meet your system requirements, will be uninterrupted, secure, error-free, or free of viruses or other harmful components, or that any defects will be corrected.

The Company assumes no responsibility, and shall not be liable, for any damages to, or viruses, malware, or other harmful components that may infect, your computer equipment, mobile device, or other property on account of your access to, use of, or browsing of the Alliance CHUAN Sites, or your downloading or uploading of any materials, data, text, images, or other content from or to the Alliance CHUAN Sites. If you are dissatisfied with any portion of the Alliance CHUAN Sites, your sole and exclusive remedy is to discontinue use of the Alliance CHUAN Sites.

Limitation of Liability

To the maximum extent permitted by applicable law, the Company and its affiliates assume no liability for any loss or damage of any kind arising from or related to your use of, or reliance upon, the Alliance CHUAN Sites or the Alliance CHUAN Content, including without limitation any loss or damage resulting from any errors, omissions, interruptions, defects, delays in operation or transmission, or any failure of performance.

In no event will the Company, its affiliates, or their respective directors, officers, employees, agents, partners, licensors, or service providers be liable for any:

(a) lost profits, lost revenues, lost savings, lost business opportunity, loss of goodwill, or loss of data;

(b) business interruption;

(c) indirect, incidental, exemplary, special, consequential, or punitive damages; or

(d) damages of any kind arising out of or relating to your use of, or inability to use, the Alliance CHUAN Sites, the Alliance CHUAN Content, or any services provided in connection with the Alliance CHUAN Sites, even if the Company has been advised of, or knew or should have known of, the possibility of such damages, and regardless of whether the claim sounds in contract, tort (including negligence), strict liability, statute, or any other legal theory.

Notwithstanding anything to the contrary in this Agreement, the aggregate liability of the Company and its affiliates arising out of or relating to your use of, or inability to use, the Alliance CHUAN Sites, the Alliance CHUAN Content, or this Agreement, regardless of the form of action and whether in contract, tort (including negligence), strict liability, statute, or otherwise, shall not exceed the greater of (i) one thousand U.S. dollars (US$1,000.00) and (ii) the total amount, if any, that you have paid to the Company in connection with your use of the Alliance CHUAN Sites during the twelve (12) months immediately preceding the event giving rise to the claim.

You and the Company acknowledge and agree that the limitations of liability set forth in this Section reflect a reasonable and fair allocation of risk between the parties, and that the parties would not have entered into this Agreement without these limitations. Some jurisdictions do not allow the limitation or exclusion of liability for incidental or consequential damages, so the above limitations or exclusions may not apply to you; in such jurisdictions, the Company's liability will be limited to the maximum extent permitted by applicable law.

Indemnification

You agree to defend, indemnify, and hold harmless the Company, its affiliates, and their respective directors, officers, members, partners, employees, agents, licensors, successors, and assigns (collectively, the "Indemnified Parties") from and against any and all claims, demands, actions, suits, proceedings, investigations, losses, damages, judgments, settlements, fines, penalties, liabilities, costs, and expenses (including without limitation reasonable attorneys' fees, expert fees, court costs, and other legal expenses) arising out of, resulting from, or relating to:

(a) your access to, use of, or inability to use the Alliance CHUAN Sites or the Alliance CHUAN Content;

(b) your Submitted Materials;

(c) your breach of, or non-compliance with, this Agreement;

(d) your violation of any applicable law, rule, regulation, or the rights of any third party; or

(e) your fraud, gross negligence, or willful misconduct.

The Company reserves the right, at its own expense and in its sole discretion, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and in such case you agree to cooperate, at your own expense, with the Company's defense of such matter. You shall not settle or compromise any claim that imposes any liability, obligation, or admission of wrongdoing on any Indemnified Party without the prior written consent of such Indemnified Party.

Applicable Law

This Agreement, your use of the Alliance CHUAN Sites and the Alliance CHUAN Content, and all transactions and disputes arising out of or relating thereto, shall in all respects be governed by, and interpreted, construed, and enforced in accordance with, the laws of Hong Kong, without regard to any conflict-of-laws principles that would result in the application of the law of any other jurisdiction.

Any dispute between the Company or any of its affiliates and any user of the Alliance CHUAN Sites shall be resolved in accordance with the Dispute Resolution section of this Agreement. If the Dispute Resolution section does not apply to the claim at issue, or if the agreement to arbitrate has been rescinded or is otherwise unenforceable, all disputes shall be resolved exclusively in Hong Kong.

Dispute Resolution

Pre-Arbitration Notice. If you believe you have a dispute, claim, or controversy against the Company arising out of or relating to your access to or use of the Alliance CHUAN Sites, the Alliance CHUAN Content, your role as an Investor, Administrator, or Fund Manager, or this Agreement (collectively, a "Dispute"), you agree to first attempt to resolve the Dispute informally by contacting the Company in writing at operations@alliancechuan.com, Attention: General Counsel, with a description of the Dispute and your proposed resolution. The parties shall use good-faith efforts to resolve the Dispute informally for a period of at least forty-five (45) days from the date of receipt of such written notice. If the Dispute is not resolved within such 45-day period, either party may commence a formal proceeding in accordance with this Section. Nothing in this Section shall prevent either party from seeking interim or injunctive relief at any time in a court of competent jurisdiction.

Binding Arbitration. Any unresolved Dispute shall be finally and exclusively resolved by binding arbitration administered by the Hong Kong International Arbitration Centre ("HKIAC") under the HKIAC Administered Arbitration Rules in force on the date the arbitration is commenced (the "Rules"), rather than by a lawsuit or resort to court process, except as otherwise provided in this Section. The Rules are incorporated into this Agreement by reference and are available at https://www.hkiac.org.

The arbitration shall be conducted as follows:

(a) Seat (Legal Place) of Arbitration: Hong Kong.

(b) Venue: The hearings and any other proceedings shall be held in Hong Kong at a venue to be determined by the HKIAC, unless the parties otherwise agree in writing.

(c) Language: The proceedings shall be conducted in the English language, unless the parties otherwise agree. Documents submitted in either English or Chinese may be considered by the tribunal without the need for translation, provided that the party submitting such documents bears any translation costs if so directed by the tribunal.

(d) Number of Arbitrators: The Dispute shall be heard and determined by one (1) arbitrator, unless (i) the amount in dispute exceeds HK$10,000,000 (or its equivalent in any other currency), or (ii) the Dispute involves complex questions of law or fact, in either of which case the Dispute shall be heard and determined by three (3) arbitrators appointed in accordance with the Rules.

(e) Governing Law of the Arbitration Agreement: The arbitration agreement set forth in this Section shall be governed by, and construed in accordance with, the laws of the Hong Kong Special Administrative Region, without regard to its conflict-of-laws principles.

(f) Substantive Law: The arbitrator(s) shall apply the substantive law designated in the Applicable Law section of this Agreement.

(g) Award: The award shall be in writing, state the reasons upon which it is based, and be final and binding on the parties. The parties undertake to comply with the award without delay and waive any right of appeal or recourse to any court or other authority to the fullest extent permitted by applicable law. Judgment on the award may be entered in any court of competent jurisdiction.

Carve-Out — Equitable Relief. Notwithstanding the foregoing, either party retains the right to apply to a court of competent jurisdiction in the Hong Kong Special Administrative Region (or such other court of competent jurisdiction as the Company may elect) for injunctive, interim, or other equitable relief to prevent or restrain (i) the actual or threatened infringement, misappropriation, or violation of its copyrights, trademarks, trade secrets, patents, database rights, or other intellectual property rights; (ii) the breach of any confidentiality, data protection, or non-disclosure obligation under this Agreement; or (iii) any unauthorized access to, or misuse of, the Alliance CHUAN Sites, the Alliance CHUAN Content, or any non-public area thereof. The pursuit of such equitable relief shall not be deemed a waiver of any party's right to arbitrate the underlying Dispute.

Class Action and Collective Relief Waiver. You and the Company acknowledge and agree that, to the maximum extent permitted by applicable law, both parties waive the right to a trial by jury and the right to participate in, or to act as a class member in, any purported class, collective, consolidated, or representative action or proceeding, whether in arbitration or in court. The arbitrator (or court, as applicable) shall have exclusive authority to resolve any dispute relating to the interpretation, applicability, enforceability, or formation of this agreement to arbitrate, including without limitation any claim that all or part of this Section is void or voidable.

Fees and Costs. You are responsible for paying any HKIAC filing, administrative, and arbitrator fees as set forth in the HKIAC Rules in effect on the date the arbitration is commenced.

30-Day Opt-Out. You may rescind this agreement to arbitrate by sending written notice of your decision to the Company at operations@alliancechuan.com within thirty (30) days of the date you first accept this Agreement. Your notice must include your full name, address, and a clear statement that you wish to opt out of the arbitration provision. If you opt out, all other provisions of this Agreement shall remain in full force and effect, and any Dispute shall be resolved in accordance with the Applicable Law section above.

Modifications

The Company may modify, supplement, or replace the terms of this Agreement, in whole or in part, at any time, in its sole discretion, without prior notice, except as required by applicable law. The Company will post a notice on the Alliance CHUAN Sites indicating the date of the most recent update to this Agreement. Your continued access to or use of the Alliance CHUAN Sites after the posting of any modified Agreement constitutes your acceptance of, and agreement to be bound by, the modified Agreement. The Company assumes no responsibility for any failure on your part to receive or review any such notice. It is your sole responsibility to review this Agreement periodically for changes.

Termination

The Company may, at any time and in its sole discretion, modify, change, suspend, or discontinue any aspect of the Alliance CHUAN Sites, in whole or in part, including without limitation the availability of any features, content, or services, without prior notice and without liability to you or any third party. The Company may also, in its sole discretion, restrict, suspend, or terminate your access to the Alliance CHUAN Sites, your account, and/or your use of the Alliance CHUAN Content, with or without prior notice, if the Company believes that you have breached this Agreement, violated any applicable law, or engaged in any activity that may harm, damage, or adversely affect the reputation, rights, person, or property of the Company, its affiliates, its users, or any other person. Upon any such termination, all rights granted to you under this Agreement shall immediately cease, and the Company may, in its sole discretion, delete any data, account information, or content associated with you.

General Provisions

Severability. If any provision of this Agreement is held by a court or arbitrator of competent jurisdiction to be invalid, illegal, or otherwise unenforceable, such provision shall be modified to the minimum extent necessary to render it valid, legal, and enforceable while preserving, to the maximum extent possible, the parties' original intent. If any such modification is not possible, the offending provision shall be severed from this Agreement, and the remaining provisions shall continue in full force and effect.

Headings. Section and subsection headings used in this Agreement are inserted for convenience of reference only and shall have no substantive meaning or effect on the interpretation of this Agreement.

Entire Agreement. This Agreement, together with the Privacy Policy and any other policies, guidelines, or terms expressly referenced herein, constitutes the entire agreement and understanding between the Company and you with respect to the subject matter hereof, and supersedes all prior or contemporaneous representations, advertisements, statements, proposals, negotiations, discussions, understandings, agreements, or other communications (whether oral or written) between the Company and you with respect to such subject matter.

No Waiver. The failure of the Company to enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision, nor shall it preclude or limit the Company's subsequent enforcement of such right or provision or any other right or provision of this Agreement.

Assignment. You may not assign, transfer, delegate, or sublicense any of your rights or obligations under this Agreement, in whole or in part, without the prior written consent of the Company. Any attempted assignment, transfer, delegation, or sublicense in violation of this provision shall be null and void. The Company may freely assign, transfer, delegate, or sublicense any of its rights or obligations under this Agreement, in whole or in part, without your consent. Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns.

Notices. All notices, requests, demands, and other communications under this Agreement shall be in writing and shall be deemed to have been duly given (a) when delivered personally, (b) one (1) business day after deposit with a nationally recognized overnight courier service, (c) three (3) business days after being sent by certified or registered mail, return receipt requested, postage prepaid, or (d) when sent by email to the address provided by you, in each case addressed to the parties at the addresses set forth in this Agreement (or to such other address as either party may designate by written notice given in accordance with this Section).

Forward-Looking Statements

Statements contained on the Alliance CHUAN Sites or in any Alliance CHUAN Content may constitute "forward-looking statements" within the meaning of applicable securities laws, including the BVI Business Companies Act, 2004 (as amended) and the Securities and Futures Ordinance (Cap. 571 of the Laws of the Hong Kong Special Administrative Region), as well as any applicable rules, codes, or guidelines issued by the BVI Financial Services Commission or the Securities and Futures Commission of Hong Kong. Forward-looking statements relate to future events, future performance, or the future financial condition of the Company or its affiliates, including the performance of any investment vehicle, structured product, or asset-backed securities offering managed or sponsored by the Company, and reflect the Company's current expectations, estimates, projections, beliefs, assumptions, and subjective judgments. Forward-looking statements are not guarantees of future performance, condition, or results, and are subject to numerous risks, uncertainties, and other factors, many of which are outside the Company's control. Actual results and conditions may differ materially from those expressed or implied in any forward-looking statement as a result of various factors, including without limitation credit and default risk relating to any underlying personal loan ("PL"), merchant cash advance ("MCA"), or alternative credit portfolio; errors, biases, or limitations of any artificial intelligence, machine learning, or algorithmic model used by the Company for credit underwriting or risk monitoring; vulnerabilities, exploits, or failures of any blockchain, smart contract, digital wallet, on-chain settlement, or tokenization infrastructure used by the Company; adverse selection, downgrade, or servicing failures relating to any securitization or structured product; changes in applicable laws, regulations, or regulatory expectations in the British Virgin Islands, Hong Kong, or any other relevant jurisdiction; restrictions on cross-border payments, sanctions, or anti-money laundering enforcement; adverse movements in credit spreads, interest rates, foreign exchange rates, or digital asset prices; cybersecurity incidents or service provider failures; and those factors described from time to time in the Company's offering memoranda, fund documents, or filings with any relevant regulator. You should not rely on any forward-looking statement contained on the Alliance CHUAN Sites or in any Alliance CHUAN Content. The Company undertakes no obligation to update, revise, or correct any forward-looking statement, whether as a result of new information, future events, changed circumstances, or otherwise, except as required by applicable law. Any links from the Alliance CHUAN Sites to third-party sites are not intended to incorporate by reference, or to endorse, any third-party statements about the Company's financial condition or future earnings.