Terms of Service

These Terms of Service ("Terms") govern your access to and use of the AgaOne Technology platform, services, APIs, and related software (collectively, the "Platform") provided by AgaOne Commodities DMCC ("AgaOne", "we", "us", or "our"), a company registered in the Dubai Multi Commodities Centre (DMCC), with its principal office located at the Dubai International Financial Centre (DIFC), Dubai, United Arab Emirates.

By accessing or using the Platform, you ("User", "you", or "your") acknowledge that you have read, understood, and agree to be bound by these Terms. If you are accessing or using the Platform on behalf of an organization, you represent and warrant that you have the authority to bind that organization to these Terms.

If you do not agree with any part of these Terms, you must not access or use the Platform.

"A-CORE" means the institutional commodity ERP backbone of the Platform, built on Microsoft Dynamics 365, which serves as the system of record for trade lifecycle, financial ledger, inventory management, settlement, compliance, and reporting.

"A-MX" means the orchestration and API integration layer of the Platform that connects functional modules, external institutions, marketplaces, vault custodians, and banking systems.

"A-INTELLIGENCE" means the AI-driven compliance, AML, KYC, risk analytics, and operational intelligence layer of the Platform.

"API" means the application programming interfaces provided by AgaOne through the A-MX layer for institutional integration.

"Authorized User" means any individual who is authorized by a subscribing organization to access and use the Platform under that organization's account.

"Confidential Information" means all non-public information disclosed by either party to the other, whether orally, in writing, or by inspection, that is designated as confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure.

"Digital Token" means a digital representation of ownership of a specific physical commodity unit issued through the Platform's tokenization infrastructure.

"Intellectual Property" means all patents, trademarks, service marks, trade names, domain names, copyrights, trade secrets, know-how, and any other intellectual property rights.

"Platform Data" means all data generated, processed, stored, or transmitted through the Platform, including but not limited to trade records, inventory data, compliance records, and analytics.

"Services" means the software, tools, APIs, modules, and related professional services provided by AgaOne through the Platform.

3.1 Eligibility. The Platform is designed for institutional use by commodity market participants, including but not limited to commodity traders, banks, exchanges, mining companies, refineries, digital finance platforms, retail networks, commodity e-commerce platforms, and government entities. By using the Platform, you represent that you are a duly organized entity authorized to conduct business in your jurisdiction and that your use of the Platform complies with all applicable laws and regulations.

3.2 Account Registration. To access the Platform, you must complete the registration process and provide accurate, current, and complete information. You are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account. You must notify AgaOne immediately of any unauthorized use of your account.

3.3 KYC and Compliance. As part of the registration and ongoing use of the Platform, you agree to comply with all Know Your Customer (KYC), Anti-Money Laundering (AML), and sanctions screening requirements as determined by AgaOne and applicable regulatory authorities. AgaOne reserves the right to suspend or terminate your access if you fail to meet these requirements.

3.4 Authorized Users. You are responsible for ensuring that all Authorized Users under your account comply with these Terms. You are liable for any breach of these Terms by your Authorized Users.

4.1 Service Description. The Platform provides modular institutional infrastructure for the global commodity ecosystem, including but not limited to: trading and pricing engines, leasing modules, custody and vault connectivity, settlement and reconciliation, exposure and risk management, collateral and margin management, tokenization infrastructure, KYC/AML compliance suites, commodity traceability, physical redemption, B2B2C commerce, micro-lending, loyalty programs, AI-powered commodity intelligence, algorithmic trading tools, marketplace orchestration, payment and settlement hubs, commerce experience layers, and physical infrastructure integration (including AI vault camera systems, real-time weight sensors, smart gold ATMs, tamper detection, RFID/chemical tracking, vault access control, and physical-to-digital attestation).

4.2 Service Availability. AgaOne will use commercially reasonable efforts to maintain the availability of the Platform. However, the Platform may be subject to scheduled maintenance, upgrades, or unforeseen outages. AgaOne does not guarantee uninterrupted access to the Platform and shall not be liable for any downtime or service interruptions.

4.3 Modifications. AgaOne reserves the right to modify, update, or discontinue any part of the Platform at any time, with or without notice. Material changes to the Services will be communicated to registered users through the Platform or via email.

4.4 API Usage. Access to the A-MX API is subject to rate limits, authentication requirements, and usage policies as specified in the API documentation. AgaOne reserves the right to revoke or limit API access if usage violates these Terms or the API usage policy.

5.1 Pricing. Use of the Platform is subject to fees as set out in the applicable subscription agreement, order form, or pricing schedule agreed between you and AgaOne. Fees may include platform licensing fees, module subscription fees, integration service fees, consulting fees, and transaction-based fees.

5.2 Payment Terms. All fees are due and payable in accordance with the payment terms specified in your subscription agreement. Late payments may be subject to interest at the rate of 1.5% per month or the maximum rate permitted by law, whichever is lower.

5.3 Taxes. All fees are exclusive of applicable taxes, duties, and levies. You are responsible for the payment of all such taxes, excluding taxes based on AgaOne's net income.

5.4 Fee Changes. AgaOne reserves the right to change its fees upon thirty (30) days' prior written notice. Fee changes will take effect at the start of the next billing period following the notice.

6.1 Ownership. The Platform, including all software, algorithms, designs, documentation, APIs, and related materials, is the exclusive property of AgaOne and is protected by intellectual property laws. Nothing in these Terms transfers any ownership rights to you.

6.2 License Grant. Subject to your compliance with these Terms and payment of applicable fees, AgaOne grants you a limited, non-exclusive, non-transferable, revocable license to access and use the Platform for your internal business purposes during the term of your subscription.

6.3 Restrictions. You shall not: (a) copy, modify, or create derivative works of the Platform; (b) reverse engineer, disassemble, or decompile any part of the Platform; (c) sublicense, sell, lease, or otherwise transfer access to the Platform to any third party; (d) use the Platform for any unlawful purpose; (e) attempt to gain unauthorized access to any part of the Platform or its infrastructure; (f) introduce any malicious code, virus, or harmful component into the Platform; or (g) use the Platform in any manner that could damage, disable, or impair the Platform's operation.

6.4 Trademarks. A-MX™, A-CORE™, A-INTELLIGENCE™, and AgaOne™ are trademarks of AgaOne Commodities DMCC. You may not use these trademarks without prior written consent from AgaOne.

6.5 Feedback. If you provide any suggestions, ideas, or feedback regarding the Platform ("Feedback"), you grant AgaOne a perpetual, irrevocable, worldwide, royalty-free license to use, modify, and incorporate such Feedback into the Platform without any obligation to you.

7.1 Data Ownership. You retain ownership of all data you submit to the Platform ("Your Data"). By submitting Your Data, you grant AgaOne a non-exclusive license to process, store, and transmit Your Data solely for the purpose of providing the Services.

7.2 Data Security. AgaOne implements institutional-grade security measures to protect data processed through the Platform, including encryption, access controls, audit logging, and regular security assessments. However, no system is completely secure, and AgaOne cannot guarantee absolute security.

7.3 Privacy. AgaOne's collection and use of personal data is governed by our Privacy Policy, which is incorporated into these Terms by reference.

7.4 Data Retention. AgaOne retains Platform Data in accordance with applicable regulatory requirements and our data retention policies. Upon termination of your subscription, AgaOne will make Your Data available for export for a period of thirty (30) days, after which it may be deleted.

7.5 Regulatory Compliance. AgaOne processes data in compliance with applicable data protection laws, including but not limited to the UAE Federal Decree-Law No. 45 of 2021 on the Protection of Personal Data and the DIFC Data Protection Law.

8.1 Not Financial Advice. The Platform provides tools and infrastructure for commodity market participants. Nothing on the Platform constitutes financial, investment, legal, or tax advice. You should seek independent professional advice before making any financial decisions.

8.2 Market Risks. Commodity trading involves significant risks, including the risk of loss. Past performance is not indicative of future results. AgaOne is not responsible for any trading losses incurred through use of the Platform.

8.3 Price Data. Market data, pricing feeds, and analytics provided through the Platform are for informational purposes only. While AgaOne uses commercially reasonable efforts to ensure accuracy, AgaOne does not guarantee the accuracy, completeness, or timeliness of any market data.

8.4 Tokenization. Digital Tokens issued through the Platform are subject to the terms of the applicable token issuance documentation. AgaOne does not guarantee the value, liquidity, or regulatory status of any Digital Token in any jurisdiction.

8.5 Physical Assets. The Platform facilitates the tracking and management of physical commodity assets. AgaOne is not responsible for the physical condition, authenticity, or value of any commodity assets tracked through the Platform, except to the extent that such assets are verified through AgaOne's physical infrastructure suite.

9.1 Exclusion of Damages. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AGAONE SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, LOSS OF DATA, LOSS OF BUSINESS OPPORTUNITY, OR LOSS OF GOODWILL, ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF THE PLATFORM, REGARDLESS OF WHETHER SUCH DAMAGES ARE BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER LEGAL THEORY.

9.2 Cap on Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AGAONE'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR YOUR USE OF THE PLATFORM SHALL NOT EXCEED THE TOTAL FEES PAID BY YOU TO AGAONE IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

9.3 Essential Purpose. THE LIMITATIONS SET FORTH IN THIS SECTION SHALL APPLY EVEN IF ANY LIMITED REMEDY PROVIDED HEREIN FAILS OF ITS ESSENTIAL PURPOSE.

You agree to indemnify, defend, and hold harmless AgaOne and its officers, directors, employees, agents, and affiliates from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or in connection with: (a) your use of the Platform; (b) your violation of these Terms; (c) your violation of any applicable law or regulation; or (d) your infringement of any third-party rights.

11.1 Term. These Terms are effective from the date you first access the Platform and continue until terminated by either party.

11.2 Termination by You. You may terminate your account at any time by providing written notice to AgaOne. Termination does not relieve you of any obligation to pay fees incurred prior to termination.

11.3 Termination by AgaOne. AgaOne may suspend or terminate your access to the Platform immediately if: (a) you breach any provision of these Terms; (b) you fail to pay fees when due; (c) you fail to comply with KYC/AML requirements; (d) continued provision of the Platform to you would violate applicable law; or (e) AgaOne ceases to offer the Platform.

11.4 Effect of Termination. Upon termination: (a) your license to use the Platform immediately ceases; (b) you must cease all use of the Platform and delete any copies of Platform materials in your possession; (c) AgaOne will make Your Data available for export for thirty (30) days; and (d) all provisions of these Terms that by their nature should survive termination shall survive, including but not limited to intellectual property, limitation of liability, indemnification, and governing law provisions.

12.1 Governing Law. These Terms shall be governed by and construed in accordance with the laws of the Dubai International Financial Centre (DIFC), without regard to its conflict of law principles.

12.2 Dispute Resolution. Any dispute arising out of or in connection with these Terms shall first be submitted to good faith negotiation between the parties. If the dispute is not resolved within thirty (30) days, it shall be referred to and finally resolved by arbitration administered by the DIFC-LCIA Arbitration Centre in accordance with its rules. The seat of arbitration shall be Dubai, UAE. The language of the arbitration shall be English.

12.3 Jurisdiction. Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in any court of competent jurisdiction.

13.1 Entire Agreement. These Terms, together with the Privacy Policy, any applicable subscription agreement, and any order forms, constitute the entire agreement between you and AgaOne with respect to the Platform and supersede all prior agreements and understandings.

13.2 Severability. If any provision of these Terms is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.

13.3 Waiver. The failure of AgaOne to enforce any right or provision of these Terms shall not constitute a waiver of such right or provision.

13.4 Assignment. You may not assign or transfer these Terms or any rights or obligations hereunder without the prior written consent of AgaOne. AgaOne may assign these Terms without restriction.

13.5 Force Majeure. AgaOne shall not be liable for any failure or delay in performance resulting from causes beyond its reasonable control, including but not limited to acts of God, war, terrorism, pandemic, government action, natural disasters, power failures, or internet disruptions.

13.6 Notices. All notices under these Terms shall be in writing and delivered to the addresses specified in the applicable subscription agreement. Notices to AgaOne may also be sent to: info@agaone.com.

13.7 Amendments. AgaOne reserves the right to amend these Terms at any time. Material amendments will be communicated to registered users at least thirty (30) days prior to taking effect. Continued use of the Platform after the effective date of any amendment constitutes acceptance of the amended Terms.

AgaOne Commodities DMCC Dubai International Financial Centre (DIFC) Dubai, United Arab Emirates Telephone: +971 4 580 9923 Email: info@agaone.com Website: agaone.com