You acknowledge and agree that you have read the terms and conditions in its entirety, that you understand them and that you agree to be bound by them. These terms and conditions are applicable to you as a customer (hereinafter “User”) qualified to buy and/or sell (hereinafter “Trade”) securities in entities listed on this Site (each an “Issuer” and collectively, the “Issuers”).
These Conditions govern your access to the Site and Platform, use of all data, content and other information on our Site, applications, and other properties.
This Site and Platform is owned and maintained by 1exchange. 1exchange has the right (but not the obligation) to assign its rights under these Conditions to an affiliated entity. In the event Our obligations under these Conditions and the provision of the Services are novated to an affiliated entity, You will be notified of such change through the email address You have provided to Us, or by the placing of a prominent notice on the Site. If You continue to use the Site and the Services after We post any such notice on this Site, you will be taken to agree to abide and be bound by the Conditions as may be provided by Us or an affiliated entity.
A reference to this Site includes, without limitation, the information, materials, data, text, images, articles, reports, links, sounds, graphics, and videos displayed herein.
By accessing and using this Site and/or any Service You represent, warrant and undertake and are presumed by Us to: (i) have notice of, accept, and agree to comply with and be bound by the Conditions; and (ii) comply with all other applicable laws, regulations and rules in relation to Your access to the Site and use of the Services. This applies regardless of whether You access and use this Site for Your own purposes or on behalf of another person or entity. If You disagree with any part of these Conditions, You may not access or use this Site and Our Services.
By accessing or using the Site or any part thereof, You consent to the collection, use, and disclosure of your personal data by us which you shall grant and shall remain valid and has not been withdrawn in accordance with Singapore Personal Data Protection laws. Any information or personal data that You submit to Us in the course of Your access to, and/or use of, this Site or Services may be used for marketing purposes by Us, unless you inform us otherwise. In accessing and/or using this Site and/or Services, You agree to such use of Your submitted information.
You acknowledge, agree and consent to Our provision of Your submitted information on this Site to an affiliated entity of Ours – CapBridge Pte Ltd, to facilitate the creation of a separate user account for You on the website of the affiliated entity, which is accessible at https://capbridge.sg. You shall be required to review and accept the terms and conditions that may apply from time to time to users of the website of the affiliated entity, which are accessible therein.
Right to Amend Conditions
These Conditions are effective as of 22 JUNE 2018 and will remain in effect except with respect to any changes in its provisions in the future, which will be in effect immediately after being posted on this page.
You may access and view this Site, and may save an electronic copy or print out a copy of the information and materials located or hosted on, or linked to, this Site (the “Content”) solely for Your own private use. You may not copy, store (either in hard copy or in an electronic retrieval system), adapt, alter, translate, transmit, disseminate, distribute, perform, broadcast, publish, reproduce, publicly display, hyperlink, sell, license, rent, lease or otherwise transfer any of the Content, or otherwise transfer any of the Content to any other person (whether for direct commercial purpose or monetary gain or otherwise) in whole or in part in any manner without Our prior written permission. If You are expressly permitted by Us to make a copy of the Content, through any medium, You must:
(i) ensure that such copy is in the form as presented on this Site; (ii) include all applicable copyright and other notices on this Site; and (iii) comply with any conditions that We may impose, at Our discretion, when giving You such permission.
By using and accessing the Content, You hereby agree to keep all information You learn about Issuers through this Site, by virtue of your use of this Site, or through and in relation to other Users, any investment opportunity by any Issuer, Trade activities or opportunities that is not available to the general public private and confidential.
We reserve the absolute right to determine, amend, revise and control the Content and the presentation, layout, look and feel of the Content and the Site, at all times and at Our sole discretion.
Viewing of opportunities to Trade, or engaging in Trades via this Site and/or the Services is suitable and intended only for persons who are Users. To qualify as a User, You must be an “institutional investor” or “accredited investor” as defined in section 4A of the Securities and Futures Act (Cap. 289), and You hereby represent and warrant that You qualify as a User and that all information You submit to Us to establish such status is accurate, complete and truthful. Persons who are retail investors (i.e. any person who is not an accredited investor or institutional investor under Singapore law) are strictly not permitted to view the content or engage in any Trades on this Site. We reserve the right not to accept any person as a User for any reason whatsoever, or to request for any further information that we may require from You to determine if You qualify as a User.
If You are using this Site and/or any of the Services on behalf of any User, You represent and warrant that You are fully authorised to accept these Conditions on behalf of such User, and the User, by Your electronic acceptance, agrees to be bound by the Conditions. You shall nevertheless be bound by the Conditions as may be applicable in the course of Your use of and access to this Site and Services as a representative of the User.
As a User, You and, where applicable, Your directors, officers, employees, representatives, hires, advisors, agents or affiliates (“Representative(s)”) must not Trade or attempt, whether directly or indirectly, to cause or effect the Trade of the securities of any Issuer otherwise than through the use of this Site, and We reserve the right, in Our absolute discretion, to enforce Our rights and obligations against You to prevent a Trade in breach of these Conditions (which may include damages being payable to Us or the Issuer, or where monetary damages is not an adequate remedy, restraining, by injunction, estoppel, equitable relief or other similar remedy, any conduct or threatened conduct not in compliance with these Conditions).
If, at any point in time after You have begun to utilise any of the Services, You no longer qualify as a User, You shall inform Us immediately, refrain from engaging in Trades, and cease using the Site and/or Services, whether personally or via a representative.
Users are taken to have sought independent advice from a third party financial advisor regarding the suitability of using this Site to Trade, taking into account their own specific investment objectives, financial situation, or specific needs. We are not liable for any costs, loss or damage sustained by Users for any access to, use of, or activity on or through, this Site and/or Services.
Username And Password
Some pages of this Site are open to You and may be browsed at any time. However, Your access to and use of other pages of this Site will be restricted as some pages are not accessible by all Users. Our acceptance and confirmation of You as a User will not necessarily mean that You are entitled to access the entirety of this Site.
In order to get access to the Site and/or Services to Trade, you must register a User account with us. The username and password that You choose must not be harmful, abusive, racially or ethically offensive, sexually explicit, defamatory, infringe any intellectual property right, be invasive of personal privacy rights or otherwise in breach of any applicable laws. We are entitled to change any username and/or password at any time.
We will verify and approve Your application for a User account only if you qualify as a User. You agree and warrant that You will not, wilfully, negligently, or otherwise: (i) disclose the credentials of Your User account to any unauthorised third party, or (ii) allow any unauthorised third party to use Your user account. If You believe that an unauthorised third party has gained access to Your user account without your authority, You must immediately inform Us in writing and We may suspend, deactivate or cancel Your user account at our sole discretion in such circumstances.
Any access to and use of Site and/or Services, as well as any information, data, instructions or communications referable to Your User account, will be deemed by Us to be: (i) use of or access to this Site and Services by You, and/or (ii) information, data, instructions or communications carried out, transmitted or validly issued by Yourself. You further agree to be bound by any such access or use or instructions or communications referable to such member’s user account. We are entitled to act upon, rely on, and/or hold You solely responsible and liable in respect thereof as if the same were carried out, transmitted or validly issued by Yourself.
You accept the risk that when You access and/or use this Site and Services, as well as any information, data, instructions or communications You transmit or receive through the Site and Services, Your access and/or use may be, for any reason whatsoever, made subject to a breach of the Conditions by the actions of an unauthorised third party and/or a third party purporting to be You or purporting to be authorised by You, and You agree not to hold Us liable or responsible for any and all consequences that may arise from such breach of security.
We reserve the right to cancel any user account if it is not accessed for a continuous period of 365 days.
Conduct And Behaviour On This Site
You will not use this Site and/or the Services for any unlawful purpose. You agree not to misuse the Content and/or Services on the Site to abuse, harass, threaten, impersonate, or malign any other person or entity.
You must not interfere with or attempt to interrupt the proper operation of this Site and/or Services in any manner whatsoever, or access or attempt to access any data, information, passwords, files, or those parts of the Site and the Services that You are not authorised to access by hacking, scraping, data mining, or any other means.
You will not, and not permit any Representative of Yours whether by express knowledge or otherwise to, publish, post, transmit, transfer, distribute, or upload any content, data, information, and/or materials on or through this Site and/or the Services that:
a) You do not intend to honour;
b) is or may be a misrepresentation, false, indecent, misleading, incomplete, inaccurate, untruthful, defamatory, threatening, or invasive of another person’s privacy;
c) promotes or encourages, or may promote or encourage, illegal activity (including the breach of any financial regulatory licensing requirements);
d) may not be lawfully disseminated under applicable laws, regulations and/or codes of practice;
e) You know or have reason to suspect contains any viruses or damaging components which may detrimentally interfere with this Site and/or the Services;
f) is or may in any way constitute something inflammatory, provoking, harmful, abusive, sensitive, or offensive to another person or to a group of persons (whether because of race, ethnicity, nationality, gender, sexual orientation, religion, or otherwise); or
g) infringes the rights of any third party, including intellectual property rights
You may upload materials, including, without limitation, information, text, graphics, logos, icons, images, sound clips, video clips, and data compilations, for posting on this Site. You are solely responsible for material You upload. We do not assume any responsibility for Your uploaded materials. In uploading and entering any material on Our Site, You warrant and represent that (a) You, or where applicable, Your Representatives have the full right and authority to submit the same; (b) the material does not infringe the intellectual property rights or any other rights of any third party; and (c) all information contained within the material is true, complete and accurate.
We reserve the right, in Our sole discretion, to deny You access to this Site and/or Services, or any part thereof, without notice if We have any reason to suspect or believe that You have not abided by these conduct requirements.
Risk Disclosure, Disclaimers and Limitation Of Liability
The contents of this Site are not made with regard to specific investment objectives, financial situation, or specific needs of any particular person or class of persons, wherever situated, who may access or rely on them. We recommend at all times that you seek professional advice and obtain independent verification of the contents of this Site before making any decision to Trade or not to Trade based on any such information, materials or contents.
We may but are not obliged to, except where otherwise required by the Listing Rules, collect information from each Issuer or its Representatives: (i) a brief business description; (ii) investment highlights; (iii) a confirmation of successful fundraises and investments till date; (iv) business, operational, and financial milestones achieved; (v) key professionals and board member information; (vi) historical and current financials; and (vii) any past Trade data or associated information. Despite having collected such information about the Issuers, Our decision to list the Issuer, and to maintain such listing is not an assurance or guarantee by Us or of the Issuer’s soundness or suitability for Trading amongst the Users.
Participating in a Trade entails significant risk, and is not permitted if You are unwilling to accept such high risk, as securities listed on this Site are not actually publicly tradable and are, therefore, more illiquid than publicly traded securities. Users hereby acknowledge that they should engage in Trades only if they have the financial ability, appetite and willingness to accept the high risks and lack of liquidity characteristic of such securities.
We do not, assure You that the price of the relevant securities of an Issuer for Trade at any point in time is accurate or in line with other market or industry practices or valuations. Moreover, the Issuers are in t stages of growth and development and are considered high-risk investments. Users acknowledge and agree that in executing a Trade on the Platform, they must be able to afford to lose their entire investment amount when engaging in the Trade.
You acknowledge that We have no special relationship with, or owe any duty, fiduciary or otherwise to, You, in relation to the effects that You may experience as a result of: (i) using or accessing, or not being able to use or access for any reason, any part of this Site and/or Services, and You agree to release Us from all claims or liability, whether foreseeable or unforeseeable that arises from the same.
No communication made through, or any information available on, this Site is or shall be deemed to be financial, legal, tax, accounting, or investment advice. You should not take, or omit to take, any action, in reliance on the content of the Site without seeking independent verification or advice, and You shall hold Us indemnified from any and all forms of liability that You may incur, directly or indirectly, if You fail to do so.
Except as required by the Listing Rules, we do not verify, consider, assess, or endorse any of the content in relation to any specific Trade made by any particular person or class of persons, wherever situated, who may access or rely on the content on the Site. We make no representations, warranties, or assurances in relation to the results, financial or otherwise, from the use of the Site, Services or its contents.
We will not be liable in any manner for any claim, cost, loss, expense, damage, detriment, or other adverse effect(s) of any kind and in any manner whatsoever, arising from You use of and access to this Site, Content, Services, Issuers, Users, Trades, or about any specific results arising from Your use of the Site and/or Services, and.
We and Our affiliates, employees, representatives, directors, contractors, and suppliers, shall not be liable for any damages whatsoever (including, without limitation, incidental and consequential damages, lost profits, or damage resulting from, among other things, lost data or business interruption) that may result from Your access to or inability to access or use the Site or the Services, whether based on warranty, contract, tort (including negligence), or any other cause of action, even if such damages are reasonably foreseeable. If, for any reason, limitations of liability are inapplicable to You, Our liability will be limited to the greatest extent permitted by law.
The Content may feature Trades that are not available in every location or to every User. Our featuring of such opportunity does not imply that You are eligible to participate in the same. We are not responsible for, and You shall indemnify Us from, any and all adverse consequences that may arise as a result of Your participation or preclusion from participation, or attempt to participate in, a Trade that You are, in fact, ineligible for.
You accept and agree that any performance of a Trade You undertake is entirely outside Our control and You are solely responsible such Trade.
THIS SITE, INCLUDING ANY CONTENT, MATERIAL, OR INFORMATION ON IT, AND IN CONNECTION WITH YOUR ACCESS TO AND/OR USE OF THIS SITE AND SERVICES IS OF A GENERAL NATURE, AND IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITH NO EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES OF ANY KIND, INCLUDING, BUT NOT LIMITED TO, COMPLETENESS, TRUTH AND ADEQUACY, WARRANTY OF TITLE, ACCURACY OF DESCRIPTION,
SUITABILITY FOR SALE, MERCHANTABILITY AND SATISFACTION OF QUALITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS.
NO MATERIAL AVAILABLE THROUGH THIS SITE OR ANY OF THE SERVICES SHALL BE USED OR CONSIDERED AS AN OFFER BY US TO SELL, OR A SOLICITATION OF ANY OFFER BY US TO BUY, THE SECURITIES OF ANY ENTITY. OFFERS TO TRADE CAN ONLY BE MADE WHERE LAWFUL UNDER, AND IN COMPLIANCE WITH, APPLICABLE LAW. NEITHER THIS SITE NOR ANY OF THE SERVICES PROVIDES TRADING, INVESTMENT OR OTHER FINANCIAL ADVICE, AND NO PART OF THE CONTENT OR THIS SITE, OR ANY SERVICE OFFERED THEREON, IS TO BE RELIED UPON FOR PURPOSES OF MAKING OR COMMUNICATING TRADE OR OTHER DECISIONS OR ADVICE. WHERE PAST PERFORMANCE IS AVAILABLE THROUGH THE CONTENT OR THIS SITE, OR ANY OF THE SERVICES, SUCH PAST PERFORMANCE IS NOT INDICATIVE OR CONCLUSIVE OF FUTURE RESULTS, AND WE DO NOT MAKE ANY WARRANTY OR REPRESENTATION THAT ANY CURRENT OR FUTURE INVESTMENT OR TRADE WILL OR IS LIKELY TO ACHIEVE PROFITS OR LOSSES SIMILAR TO THOSE ACHIEVED IN THE PAST, OR THAT SIGNIFICANT LOSSES WILL BE AVOIDED.
We do not warrant that the Content is free from typographical, technical, or pricing defects, faults, or errors. You agree that You are responsible for confirming the accuracy of any part of the Content You intend to rely on for any activity, and that We are not responsible for any adverse consequences that may arise as a result of Your reliance on such errors. We do not represent or warrant that any identified defects, faults or errors will be corrected.
We hereby disclaim all warranties, express or implied, statutory or otherwise, to the fullest extent permitted by law, in respect of this Site and/or the Services.
Without prejudice to any right or remedy that We may have, at law, We shall not be liable to You, Your Representatives, or any third party for any loss, damage, claim, liability, expense, or costs arising out of or in connection with anything done or omitted to be done by Us regarding Your access to and/or use of, the Site or the Services. You fully indemnify and hold Us harmless from and against all loss, damage, claim, liability, expense, or costs suffered or incurred by You as a result of Your access to or use of the Site.
Technology & Internet Security Risk Management
Due to the inherent defects of electronic distribution and the nature of data transmission over the Internet, there may be errors, delays, omissions, transmission blackouts, interruptions, breaches of security, corruption, unavailability of access in connection with, or inaccuracies in the Content of the Site (the “Defects”). We do not guarantee, represent or warrant that access and use of the Site and the Services will be uninterrupted and/or always available. We assume no liability or responsibility for the consequences of any such Defects and We are under no obligation to provide You with reasons for or prior notice of the Defects, even if We have been advised as to the possibility or likelihood of their occurrence.
Additionally, We do not guarantee, represent or warrant that the Site or any of the Services is free of malicious software, computer viruses or other similar destructive features, including, but not limited to, viruses, computer worms, Trojan horses, spyware or other harmful components. We disclaim all liability for any loss, damage, claim, liability, expense, or costs that may result from any transmission of such malicious software via the Site, including, but not limited to, files downloaded therefrom. You agree that We are in no way responsible or liable for any need for servicing, repair, replacement, or loss of, or any other adverse effect on, Your equipment or data that arises as a result of Your access to or use of this Site.
We have taken measures to mitigate the risks but give no assurances that the described risks will not materialise despite Our efforts. As such, We advise that Users adopt the following security precautions and best practices for their personal computer and mobile device use in order to reduce the likelihood of causing malicious and/or harmful security breaches that may arise in relation to Your use of the Site and/or the Services made available on the Site:
a) Install anti-virus, anti-spyware, anti-malware and firewall software on their computers and mobile devices;
b) Update operating systems, anti-virus and firewall products with security patches or newer versions on a regular basis;
c) Remove or deactivate file and printer sharing preferences in computers and mobile devices, especially when connected to the internet;
d) Make regular backup of critical data;
e) Consider the use of encryption technology to protect highly sensitive or confidential information;
f) Log off from the Platform at the end of the online session;
g) Clear browser cache after the online session;
h) Refrain from installing any software or running/executing programs of unknown origin;
i) Delete junk, chain or spam emails;
j) Avoid opening email attachments from unknown senders or from unknown email address domain names;
k) Take care not to disclose personal, financial or credit card information to websites that are little-known, suspect, or do not have a matching website domain URL address;
l) Do not use a computer or a device which the User knows has a breach in security vulnerability and cannot be trusted; and
m) Do not use public or internet café computers to access online services or perform financial transactions.
You shall contact and inform Us immediately (but no later than one (1) working day) in the event that you have identified or have reason to believe that a security breach has occurred on the Site and/or Platform.
In the event that any malicious or harmful security breach of the use, operability or function of the Site and/or Services is traceable or attributable, whether directly or indirectly, to the use by You or any other User of the Site and/or Services, such that You or other Users become liable for any resultant losses/damages/costs in connection with Your or their use of the Site and/or Services, You hereby agree to indemnify and hold Us, including Our Indemnified Persons (as defined below), fully indemnified and harmless from and against all claims, costs, expenses, damages, liabilities, actions, losses, or demands that You or another User may suffer in respect of such security breach.
You agree to inform us immediately (but no later than one (1) working day) upon receiving any blocked, warning or error messages that may be generated by Your internet and/or browser application during your use of the Site and/or the Services.
In the event that You receive a Secure Socket Layer (“SSL”) server certificate warning at such time that you access the Site, You are required to agree to updating your internet / browser application settings with the SSL security settings as is required for You to properly and securely access the Site and/or Services.
Any dispute, grievance, disagreement or complaint that You may have in relation to the reporting of, establishment of resultant liability of and/or determining of losses/damages/costs due to a security breach shall be handled in accordance with the Dispute Resolution Process as set out in these Conditions, and without prejudice to these Conditions, subject to any further terms and conditions that may be included in the Listing Rules.
In consideration of coming onboard Our Platform as a User to participate in the Trade (whether in the buying or selling of securities of Issuers), we reserve the right to charge you a transaction fee of up to 5% of the Trade amount payable on every Trade, as well as such other service or brokerage fee as we may, at our sole discretion, determine, provided we disclose such additional amounts to You prior to the Trade taking place.
You undertake to use the Confidential Information (as defined below) relating to the Issuers for the purposes of assessing and considering potential investment in any Issuer only (“Authorised Purpose“).
Confidential Information means, but is not limited to, any device, graphics, written information, software, media or other types of computer files, or information in any form, whether tangible or disclosed orally or visually, that is disclosed to You (whether by Us or by the Issuers) for the Authorised Purpose, and/or should be considered by a reasonable person to be of a confidential nature (“Confidential Information”).
You agree to keep the Confidential Information disclosed to You strictly in confidence and undertake to take all reasonable precautions to protect such Confidential Information from any use, reproduction, disclosure, adaptation or exploitation whatsoever, whether commercial or otherwise, by any third party.
You agree to disclose the Confidential Information only to Your Representatives on a need-to-know basis only where absolutely necessary and not to disclose the Confidential Information to any third party, or use the Confidential Information for any other purpose other than the Authorised Purpose. You undertake that Your Representatives shall make use of the Confidential Information only for the Authorised Purpose.
The obligations of non-disclosure and the limitation on the right to use the Confidential Information set out herein shall not apply to the extent that You can demonstrate that the Confidential Information:
a) was in Your possession or control prior to the time of disclosure;
b) was at the time of disclosure or thereafter becomes public knowledge through no fault or omission of Yours;
c) was lawfully obtained by You from a third party under no obligation of confidentiality to the Issuer disclosing the Confidential Information;
d) was developed by You independently of the Confidential Information;
e) is required to be disclosed by any applicable laws or regulations, or court or governmental order, provided that You give Us and/or the relevant Issuer prompt notice of any such requirement and cooperate with Us and/or the relevant Issuer in limiting such disclosure; or
f) was disclosed by You with prior written approval of 1exchange and/or the relevant Issuer.
The Confidential Information shall remain the property of the person disclosing such Confidential Information. These Conditions shall not be deemed to directly or implicitly grant You or Your Representatives any intellectual property rights in any of the Confidential Information nor shall they be deemed to effect any transfer or assignment of, or grant of any license or right to, any patent, copyright or other industrial or intellectual property right (including any products or processes deriving therefrom) belonging to the person disclosing the Confidential Information.
You agree that no person shall be liable to You for any indirect, special, incidental or consequential damage or loss, whether foreseeable or unforeseeable, arising from any use of the Confidential Information by You.
All content provided on this Site is intended for use and distribution in accordance with the laws of the Republic of Singapore. Your suitability and legal ability to participate in a Trade on the Platform is to be determined with reference to Singapore law, and You are responsible for ascertaining whether You qualify as a User.
Nothing on this Site is intended to be, and shall not be construed as, an offer to Trade (buy or sell) any securities or products where such use is not qualified or exempt from registration or permitted by law, including the United States. This Site and all content herein are intended for distribution only in those jurisdictions and to those persons where and to whom they may be lawfully distributed.
The use and/or distribution of the content or any Services, including Your participation as a User on this Site, may be restricted by law in other jurisdictions. It is Your responsibility to find out what those restrictions are and comply fully with them. We further emphasise that although this Site and its content is accessible from jurisdictions other than Singapore, it is directed only at persons who qualify as Users in accordance with Singapore law. We do not represent or warrant in any way that Your ability to access Our Site and its contents means that the material and information contained on the Site and available through the Services is appropriate, available, or permitted for use in those other jurisdictions. You are responsible for finding out how You may use this Site and the Services such that You would be in full compliance with all the applicable laws and regulations of those other jurisdictions. We will not be liable for any claim, cost, loss, expense or damage arising out of or in connection with Your use of the Site in a manner that does not comply with those laws and restrictions.
You agree to fully indemnify and hold Us, as well as Our affiliates, officers, directors, employees, representatives, advisors, agents, successors, licensees, and assigns (each, an “Indemnified Person” and collectively, the “Indemnified Persons”), indemnified and harmless from and against all claims, costs, expenses, damages, liabilities, actions, losses, or demands that You or We may sustain or incur, directly or indirectly, as a result of Your:
(i) breach of the Conditions; (ii) engagement in any Trade, including the use of any Service; (iii) access to, use, or misuse of the Content offered through this Site, including any Service; (iv) misconduct in any manner, including but not limited to negligence and fraud, in connection with Your access to or use of this Site and any of the Services; or (v) knowledge, whether express or implied, of any fraudulent, deceptive or malicious activity undertaken by any User through the use of the Site, including any We will notify You of any such action, claim or proceeding and assist You, at Your expense, in defending the same. We reserve the right to assume the exclusive control and defence of any matter that is or may be subject to indemnification under this section. Should We exercise this right, You agree to fully cooperate with any reasonable requests We make of You to assist with such defence.
You further agree that You will promptly reimburse Our Indemnified Person upon demand by such Indemnified Person, at any time, for any loss, claim, damage, liability, cost, or expense actually and reasonably paid by Our Indemnified Person in respect of any matter that is or may be subject to indemnification under these Conditions.
Your indemnity and contribution agreements contained in the Conditions will remain operative and in full force notwithstanding any investigation made by or on behalf of Our Indemnified Persons.
You waive, to the fullest extent permitted by law, any right to or claim of any punitive, exemplary, incidental, indirect, special, consequential, or other damages (including, without limitation, loss of profits) against Us and Our Indemnified Persons, including each person controlling, controlled by, or under common control with Us that arises out of any cause, except in the case of wilful misconduct, fraud or gross negligence on Our part.
No unlawful or prohibited use of Our Website
You acknowledge and agree that, as a condition of Your access to and use of this Site, You will not:
Noncompliance with these Conditions
We reserve the right to monitor Your entire access to and use of this Site, and to suspend or terminate the same or any part thereof at Our sole discretion should You fail or should We have reason to suspect that You fail to comply with any part of the Conditions and/or any applicable law or regulations. We reserve the right to block Your access from a particular internet protocol address to this Site or any part thereof should there be a violation of these Conditions or any applicable laws or regulations.
Your agreement to these Conditions shall come to an end at such time that You or We terminate Your user account.
Provisions of the Conditions that are by their nature intended to survive the termination of Your user account, including, without limitation, Your obligations to pay Us any fees, any disclaimers, indemnities, and limitations of liability granted by You to Us will continue to apply to You with full force and effect from the date of termination.
Intellectual Property Rights
Save for information provided by the Issuers or other third parties, all copyright, trademarks, and other forms of proprietary rights, whether registered or unregistered, in the Content and all Services available on this Site (the “IP Rights“) are owned by, licensed to, or controlled by Us and Our licencees. Protected Content includes, but is not limited to, any information about users of this Site, data, photographs, graphics, videos, illustrations, designs, trademarks, trade names, service marks, product names, logos, insignias or other devices, software programmes, downloadable files, software applications, interactive features, tools, services, and any other information or materials made available on or through this Site. The presentation and layout of the Content is also protected by copyright, trademarks, service marks, international treaties and other proprietary rights and laws of Singapore and other countries.
Any rights relating to the Content and this Site not expressly granted herein are reserved. Your access to and use of this Site in any manner whatsoever does not grant You a licence in respect of any of the IP Rights, nor any rights in or to the Content. You must not use the Content in any manner otherwise than in accordance with the Conditions and all applicable laws and regulations. In particular, You must not alter, modify, broadcast, publish, hyperlink, mirror, distribute, exchange, frame, sell, licence, display, create any work that is substantially based on, or otherwise copy, reproduce, share, store, re-use, or transmit the Content or any part thereof for commercial or personal use without obtaining Our prior written permission for the specific activity. No licence or right is granted to You by implication, estoppel or otherwise.
All other trademarks, trade names, service marks, product names and logos contained herein that are not owned by, licensed to, or controlled by Us are used in an editorial fashion only, with no intention of trademark or IP Rights infringement.
You hereby grant to Us a non-exclusive, world-wide, royalty-free, irrevocable licence and right to host, transmit, distribute or use (that includes the right to copy, reproduce and/or publish) the materials You upload onto this Site in connection with the operation of this Site and the provision of the Services.
Restriction on linking to, mirroring, and framing this site
Unless otherwise stated and without Our prior written consent, You must not link (including, but not limited to, hyperlink, in line link or deep link) (collectively, “Link“), mirror, or frame this Site or any part thereof to any other web page, website, server, or otherwise. You must not use any of the IP Rights, particularly the trademarks, as part of a link to or from any site unless You obtain Our prior written approval.
We may at any time, and at Our sole discretion, instruct You to disable, remove, and terminate and/or to organise the disabling, removal or termination of any: (i) Link from any web page or website, or (ii) mirroring or framing of this Site or any part thereof. You must comply immediately upon receiving such instructions. We may, but are not obliged to, disclose Our reasons for issuing such instructions.
We hereby disclaim any and all liability and responsibility for the content available on any third party website that Links, mirrors or frames this Site or any part thereof. Under no circumstances do We acknowledge or affirm, expressly or implicitly, any association or affiliation in any manner whatsoever with any trademarks, trade names, service marks, logos, insignia or other devices used or appearing on third party websites that Link, mirror or frame this Site or any part thereof.
Links to third party websites
Any Links provided on this Site to third party websites (the “Linked Websites“) are provided for Your convenience only. When You access the Linked Websites, You are leaving this Site. We do not provide, control, develop, review, or endorse the operators and owners of, content within, and facilities and services available on the Linked Websites. Therefore, We are not responsible for any and all consequences of Your access to and use of the Linked Websites and/or the content thereon. We make no guarantee, representation or warranty as to, and have no liability or responsibility for, any content at the Linked Websites, including, but not limited to, guarantees, representations and warranties regarding truth, adequacy, originality, accuracy, completeness, reasonableness, or non- infringement, or any representations or warranties arising from usage, custom or trade or by operation of law.
You agree that Your access to and/or use of the Linked Websites is entirely at Your own risk and subject to the terms and conditions of access and/or use contained therein.
If any provision of these Conditions, in whole or in part, is held to be illegal, invalid, void, or otherwise unenforceable under any enactment or rule of law or by any court in any jurisdiction such provision or part thereof will, to that extent, be deemed severed from these Conditions, but the legality, validity, and enforceability of the remainder of these Conditions will not be affected, diminished or impaired thereby. The severability of any provision of these Conditions applies only within the specific jurisdiction under which law a term is found to be illegal, invalid, void or otherwise unenforceable, and shall not affect the enforceability of the same provision in other jurisdictions.
Our failure to exercise or enforce any provision of the conditions does not constitute a continuing waiver or bar of Our right to exercise or enforce that provision or any other provision of the Conditions at any subsequent time or times. A waiver will be valid only when in writing and for that particular instance. No subsequent instance, whether related or not, will be included in such a waiver.
Governing Law and Jurisdiction
These Conditions and any Service provided hereunder (unless otherwise agreed to by Us) are governed by, and construed in accordance with, the laws of the Republic of Singapore. This Site and any Services provided hereunder (unless otherwise agreed to by Us), its Content, and all Services are based in Singapore. You agree to comply fully with all applicable laws and regulations of the Republic of Singapore as well as those of Your own jurisdiction from which You are accessing this Site and using the Services. You agree to submit all disputes arising out of or in connection with the Conditions to the exclusive jurisdiction of the Singapore courts.
Dispute Resolution Process
Subject to any law, statute, regulation or other requirement of any jurisdiction, You agree that any Dispute between You and Us arising out of or relating to the Conditions, including but not limited to the alleged breach, termination, validity, interpretation, performance or estoppel (“Dispute”) shall be resolved according to the following dispute resolution process:
(i) Upon You or Us receiving written notice of any Dispute, You and We agree to attempt to resolve it promptly by negotiation (the “Negotiation”) between You and We, and/or where applicable, Representatives who have authority to discuss and settle the Dispute and this process should be completed within 30 days of such notice.
(ii) In the event that the Dispute has not been resolved by Negotiation in accordance with this section, then You and We agree to proceed to mediation (the “Mediation”) unless a different timeframe for negotiation process is agreed to at the time of Negotiation. A “notice of mediation” shall be served by Us, which shall mean that the Negotiation was not successful and You and We agree to commence the mediation process.
You and We shall choose and agree on a mediator within fourteen (14) days of receipt of the “notice of mediation”, failing which a mediator shall be appointed by a local mediation service provider in Singapore.
The Mediation shall be held within 45 days of the retention of the mediator and shall occur for at least one
(1) full mediation day, before either You or We have the right to withdraw from the Mediation. You and We may agree to continue the Mediation beyond one (1) full days, until a settlement of the Dispute has been reached, or until You or We or the mediator state that there is no further reason to continue Mediation because of an impasse that cannot be overcome through Mediation. In that event, We will send You a “notice of termination of mediation”.
You and We agree that We will use all reasonable efforts to complete the Mediation within 30 days of the first mediation session.
You and We agree to bear an equal share of the costs of Mediation, unless agreed otherwise.
This Mediation process shall be confidential based on any further terms that are acceptable to or imposed by the mediator and/or the mediation service provider.
(i) Any Dispute not resolved through either Negotiation or Mediation in accordance with this section shall be determined by final and binding arbitration (“Arbitration”). The arbitration will be held in Singapore, using one (1) arbitrator, unless it is determined that the Dispute shall require a panel of neutral arbitrators.
The arbitrators may award costs and/or attorneys’ fees to either You or Us. You and We understand and agree that the outcome of the Arbitration shall be final and binding, and subject to any law, statute, regulation or requirement to the contrary, You agree to waive all and any rights to other forms of resolution processes (such as court action or administrative proceeding);
All communications, written, verbal, or in any other form that occur during the Dispute Resolution Process shall be treated as confidential and shall be treated as settlement negotiations for purposes of any applicable rules of evidence. However, any document or information generated prior to the Dispute, that would otherwise be discoverable, would not be subject to confidentiality, even if they are used in the Dispute Resolution Process.
Rights of Third Parties
A person or entity who is not a party to the Conditions has no right under the Contracts (Rights of Third Parties) Act (Cap. 53B) or any similar legislation in any jurisdiction to enforce any term of the Conditions, regardless of whether such person or entity has been identified by name, as a member of a class, or as answering a particular description. For the avoidance of doubt, nothing in this provision affects the rights of any permitted assignee or transferee of the Conditions.
If You wish to communicate with Us about anything related to these Conditions, You may do so by sending an e- mail to email@example.com.