1. GENERAL

These Terms and Conditions of Use (“Terms of Use”) sets forth the legally binding terms and conditions for your use of the website at www.investax.io, including any subdomain and/or sub-directory thereof (the “Site”). By accessing or using the Site or any products, services, content, webpages, information offered through the Site (“Services”), you hereby represent, warrant and undertake, and are presumed to have read, understood and agreed to be bound by these Terms of Use, as well as the terms of our Privacy Policy, which is incorporated herein in its entirety, and you agree to comply with all applicable laws, regulations and rules in relation to your access to the Site and Services, regardless of whether you are a registered member of the Site or whether you access the Site for your own purposes or on behalf of another person.   

The Site is owned and operated by IC SG Pte Ltd, a Singapore private limited company (“InvestaX”), and InvestaX holds a Capital Markets Services (“CMS”) license issued by the Monetary Authority of Singapore (“MAS”) to conduct regulated activities of dealing in securities for accredited and institutional investors, and is an exempt financial advisor for securities products.

The term “you” or “User” as used herein refers to any owner, agent, sponsor, operating company seeking funding on the InvestaX platform or any company issuing digital securities through InvestaXs (Collectively “Issuers” or “Offering Company”), member, user or viewer of our Site, including any prospective investor. These Terms of Use are an agreement between you and InvestaX, with regard to your access and use of the Site and the Services offered through the Site.  Please read these Terms of Use carefully before using the Site. If you do not wish to be bound by these Terms of Use, please do not access or register on our Site.

InvestaX reserves the right, in its sole discretion, with or without any notice and from time to time (i) to change, supplement or correct any content (including these Terms of Use) on the Site, (ii) to discontinue, change or update any product or Services, and (iii) to suspend and/or deny access to the Site for any reason. Such revised Terms of Use shall be effective when posted on the Site. You understand and agree that your continued use of the Services or the Site after we have made any such changes constitutes your acceptance of the new Terms of Use.  You agree that InvestaX shall not be liable to you or to any third party for any such changes. Please check these Terms of Use for any updated information.

InvestaX operates the Site and offers a digital securities investment platform, using blockchain technology and smart contracts to facilitate digital securities offerings (“DSO”) by Issuers to prospective investors  and other parties involved in the fundraising process on the InvestaX platform. Issuers apply to InvestaX to list investment opportunities in which they offer prospective investors an opportunity to invest in exempt securities offerings (including debt, equity, collective investment schemes).  InvestaX provides Services to facilitate such investments and helps registered Users track their investment transaction history.

In addition to these Terms of Use, you may have to enter into an additional agreement with InvestaX that will govern your use of the Service or related services offered by InvestaX, and to the extent that there is any contradiction between these Terms of Use and such other agreement, the terms of such other agreement shall prevail.

2. ELIGIBILITY

The securities law applicable to private company finance are complicated and unclear in many parts of Asia, but are intended to protect unsophisticated people from making bad investments.  Our Site is intended for accredited investors and institutional investors who are 18 years of age or above, who understand risk and are willing to bear the consequences, which may involve losing your entire investment.  InvestaX may, in its sole discretion and without liability, refuse to offer the Services to any person or entity and change its eligibility criteria at any time.  If you are a natural person, you represent and warrant that you are 18 or older and understand the risks associated with investing through the Site.  If you are using the Site and/or Services on behalf of a legal entity, you represent and warrant that you have the right/authority to enter into such agreements on behalf of such legal entity.  If you create an account on our Site, you may have to submit documents to show that you have the authority to enter into agreements on behalf of a legal entity. Furthermore, you represent and warrant that all information you submit to InvestaX is true and accurate.  Notwithstanding the foregoing, if you reside in a state, country or other jurisdiction that requires a higher minimum age or criteria for your use of the Site or participation in our Services, you must comply with the applicable law in that jurisdiction.  The Site and Services are not directed or intended for any person who is a citizen, or resident of or located in any jurisdiction where the use of the Site or Services would be unlawful or contrary to applicable laws and regulation. 

3. ACCOUNT REGISTRATION

It is free to register for an account on the Site. In consideration of your use of the Site and Services, you agree to (a) provide true, accurate, current and complete information about you or your company/fund as may be prompted by any registration forms (including, Accreditation, Investor Declaration and/or Know Your Customer forms, including your bank account details, wallet addresses etc.) on the Site (“Registration Data“) or offline, which forms may vary depending on your country of residence; (b) maintain the security of your password and identification; (c) maintain and promptly update the Registration Data, and any other information you provide to us; and (d) be fully responsible for all use of your account and for any actions that take place using your account.  You may also be required to provide additional and/or supplemental information in the future upon our request.  You assume all risks associated with your information, including reliance on its quality, accuracy or reliability by any other person or entity. Please keep in mind that we will treat anyone who uses your user name and password as “you,” therefore, we recommend that you change your username and password from time to time and maintain your user name and password in confidence, and that you refrain from disclosing this information to anyone.  We also ask that you notify us immediately at support@investax.io if you suspect that your user name and password has been misappropriated or your account has been compromised. You can terminate your account registration any time by contacting us at support@investax.io

4. VERIFICATION OF REGISTRATION DATA

Upon creation of an account, and from time to time thereafter, the information you submit for registering with us will be subject to verification, screening and monitoring, including, but not limited to, validation against third-party public and private databases or the verification of identity documents or any official government or legal documents confirming your identity, your address, your source of funds and your ability to act on behalf of your company, verification of corporate appointments and directorships. You authorise InvestaX, directly (or through third parties), to conduct any verification necessary to establish your identity, your location, and confirm your ownership of your email address or financial account(s), subject to applicable law.

All investments are subject to customer due diligence (“CDD”) checks and onboarding, which include KYC, accreditation, AML and CFT` checks of prospective investors.  We are required to obtain, verify and record information that identifies natural persons, ultimate beneficial owners for legal entities and source of funds prior to allowing any prospective investors to invest into any project on the platform for the first time.  You are deemed a “Customer” upon verification of your Registration Data and approval of your first investment into a project which was facilitated through the InvestaX platform. You may be required to update such information and any Registration Data prior to any subsequent investment. If your account has been involved in any fraud or crime or violation of any laws and regulations, or has been accessed unlawfully, or is otherwise involved in suspicious activity then we reserve the right to investigate  any such suspicious activity and to request documentation to confirm authenticity and accuracy of any information you provide to us. Your account may be rejected, restricted, closed or frozen while the investigation is pending. Any information you are required to provide InvestaX during the registration and approval process will be handled in accordance with the Privacy Policy.

5. ENHANCED DUE DILIGENCE

We may require you to submit additional information, documents, records about yourself or your company or fund or provide information about your key management personnel’s, beneficial owners, directors (collectively the "Enhanced Due Diligence"). We will charge you fees for such Enhanced Due Diligence although we will provide you with prior notice.

6. FEES AND PAYMENTS

We do not charge prospective investors any fees to use the Services available on the Site.  InvestaX charges the Issuers a capital raising fee on the total funds raised.  Other fees which may be imposed on the Issuers include issuance fees for digital securities, consulting fees, administration and corporate services fees, listing fee, marketing fee, due diligence fees, advisory fees and all such other fees to be determined on a deal per deal basis in accordance with the level of Services required by the Issuers, and the terms of which will be documented in a separate agreement between InvestaX and the Offering Company.

7. RESTRICTED PORTION OF THE SITE

While any User can visit our Site and review a range of information related to InvestaX or past projects offered on the Site, in order to access certain restricted pages of the Site that relate to the viewing of actual/live investment opportunities or to express an interest in investments offered therein (“Restricted Portion”), a User must first create an account on the Site, fill out the requisite forms and certify that he/she is an “accredited investor” or an “institutional investor as per the applicable laws in Singapore. Thus, the Restricted Portions of our Services and the Site may not be available in all jurisdictions or to all Users. We reserve the right at our sole discretion to refuse or reject your account to view the Restricted Portion.

Not all registered Users will be permitted to participate in the investment offerings available on our Site. Your participation in a particular investment is subject to, among other things, your successful onboarding on our platform, demonstration to our satisfaction that you meet the legal requirements for participation, consent of relevant third parties, approval of the Offering Company, and execution of definitive documentation between you and the Offering Company.  We make no representation or warranty that the potential transaction you have identified will take place, or that if it takes place that you will be allowed to participate.

8. TERMINATION OF USER ACCOUNT

If InvestaX has reason to suspect that you have breached these Terms of Use, or that any of your information is not authorized, correct, current and complete, InvestaX may, in addition to taking or reserving any other remedies against you, terminate your account. InvestaX reserves the right to erase any or all of your information from the Site, as well as to terminate your account without notice or liability, at any time in its sole and absolute discretion. Any suspension, termination or cancellation of your account shall not affect provisions of these Terms of Use, such as indemnification and limitations of liability, that are by their nature intended to survive such suspension, termination or cancellation.

  

9. INTERNATIONAL INVESTORS

Other international investors are permitted access to the investment opportunities on our platform insofar as such access does not violate the law of their country of residence. Our Services and Restricted Portion of the Site that relate to the viewing of actual/live investment opportunities or to making investments in the securities offered therein may not be used by any person or entity in any jurisdiction where the provision or use thereof would be contrary to applicable laws, rules or regulations of any governmental authority or where InvestaX or one of its partner entities is not authorized to provide such information or services.  We also reserve the right to deny access to anyone, including, but not limited to, those Users who use proxy servers and/or IP addresses residing in certain geographical areas.

10. U.S. AND UN ECONOMIC SANCTIONS

You represent that you, or the organization for which you are acting as an authorized person, have not been designated by the U.S. Department of Treasury’s Office of Foreign Assets Control (“OFAC”) or the United Nations (“UN”) as a Specially Designated National or Blocked Person.  You have no reason to believe that you would be considered a Blocked Person by OFAC or the UN, and you do not reside in a country that is subject to OFAC or UN sanctions.  You also represent that you are not employed by or acting as an agent of any government, government-controlled entity or government corporation restricted under OFAC or the UN sanctions regimes.

11. INVESTMENT OPPORTUNITIES

Investment Process-  InvestaX conducts due diligence on each Offering Company (“Issuer DD”) and project (“Project DD”) prior to listing. Issuer DD include, but not limited to, know-your-client (“KYC”), Anti-Money Laundering (“AML”) and Countering Financing of Terrorism (“CFT”) checks on the Offering Company and its beneficial owners, good standing status, litigation matters, applicable licenses, statutory records of the Offering Company, company registries for the offering Companies etc. Project DD include, but not limited to, review of project offering documents (e.g. private placement memorandum or investment memorandum), project financials, marketing and sales information, investment structure and any underlying supporting documents. we shall not be held liable for any errors, omissions, or any inaccurate, misleading or false information provided  by any Offering Company. Prospective investors should make their own determination of the accuracy, adequacy, completeness and reliability of the information and materials available on the Site, and perform their own due diligence and seek advice from an independent legal, tax or financial advisor, where necessary, to determine the suitability and appropriateness of an investment prior to making an investment decision.

Subject to InvestaX’s approval in each case, which approval shall be in InvestaX’s sole discretion, a fundraising campaign (which may include social media reach outs, reach outs to targeted investors, marketing campaigns like ask me anything sessions) may be initiated by InvestaX on behalf of the Offering Company. InvestaX does not guarantee that a campaign will be funded or successful, or that a fundraising campaign will remain open for funding for any guaranteed amount of time. A fundraising campaign may be terminated or cancelled at the discretion of the Offering Company, or by InvestaX for violation of these Terms of Use or in connection with any other governing agreements between the Offering Company and InvestaX, or for any reason and at any time by providing prior notice to the Offering Company.

InvestaX will use commercially reasonable efforts to ensure that Issuers provide regular updates to Customers regarding all ongoing projects. In the event of a default on a project, InvestaX will continue to facilitate communications between the relevant Customers and Issuers and assist Customers with different recovery options, provided; however, all costs (if any) in connection with any such recovery efforts shall be borne by the Customer, which costs shall be pre-approved by Customer.

Issuers are obligated to provide ongoing administration and communication directly with the Customers who have invested into their projects in the event of cessation of the InvestaX business.  All registered Users will have the opportunity to download all documents and files stored on the InvestaX Site and will be provided adequate notice prior to cessation of business.

12. THIRD PARTY SERVICE PROVIDER

In order to provide you some of the Services, we have outsourced/entered into agreements/have API integrations with some B2B business partners, financial institutions, capital markets services licence holders and digital asset custodians (collectively “Third Party Service Providers”). In our endeavour to provide the Services, we may be required to transfer, transmit, distribute, publish all or any content, information, personal data, communication (collectively “Data”) provided by you to these Third Parties Service Providers. You hereby grant to us and our agents a perpetual, non-exclusive, worldwide, royalty free, irrevocable licence and right to transfer and transmit the Data subject to our Privacy Policy

13. NO PROFESSIONAL ADVICE PROVIDED

Although IC SG is an exempt financial advisor for securities products, InvestaX does not provide any financial, legal, tax or investment advice or any form of recommendation regarding the suitability or quality of any investments on the Site, and nothing on the Site or the in information provided in connection with any offering will be construed or interpreted as such. Investment overviews on the Site contain summaries of the purpose and principal business terms of the investment opportunities.  Such summaries are intended for informational purposes only and do not purport to be complete, and each is qualified in its entirety by any accompanying investment offering documents provided by the Offering Company in relation to such investment opportunity.  All investment terms are set by the Issuers. InvestaX does not make any warranty as to the completeness or accuracy of any information provided by Issuers. The information contained in such investment offering documents and all information contained in the Site have been prepared without reference to any particular investor’s investment requirements or financial situation, and potential investors should consult with their own professional tax, legal and financial advisors before making any investment.

Though there is no restriction on the amount you can invest on the InvestaX platform if you are a qualified accredited or institutional investor, you should NOT invest more money than you can afford to lose.

14. DIGITAL SECURITIES RISK

Every investment carries risk. You acknowledge and agree that you may lose your entire investment.  We shall not be liable for any losses, damages, costs, liabilities, expenses incurred by you as a result of our Services or for your failure to understand the digital securities market. We are only providing you an online investment platform and we make no representation, warranties concerning the value, stability, liquidity or legality of any such digital security offerings in any jurisdiction.

You acknowledge the following risks associated to your use of the Site and/or the Services

  1. the risk of losing the entire investment amount.
  2. the risk of change in legal or regulatory landscape at national and international level which affects investing in digital securities.
  3. the risk of digital securities being stolen, lost etc
  4. the risk of fraudulent, cybersecurity attacks which may lead to loss of digital securities, private keys etc.

15. CODE OF CONDUCT

Our Site may provide data concerning, blogs, chat rooms, message boards, email services, and other services that allow you to interact with other registered Users.  Whether you are a visitor or a registered User, as a condition to your use of the Site and the Services, you agree to the following “Code of Conduct”

You agree to use the Services only for purposes that are legal, proper and in accordance with these Terms of Use and any applicable law, rules or regulations.

You may NOT:

  • upload, post, email, or otherwise transmit any images or other content that are unlawful, obscene, harmful, hateful, invade the privacy of any third party, contain nudity or pornography, or are otherwise objectionable;
  • use this Site in any way that is unlawful, harms InvestaX’s business, InvestaX’s service providers, licensors, representatives or any other user or breaches any policy or notice on the Site;
  • use the Service in any manner that could damage, disable, overburden, or impair the Service, or interfere with any other party’s use and enjoyment of the Service;
  • modify, adapt, translate, or reverse engineer any portion of the Site;
  • advertise, solicit any User to buy or sell any products or services through the Site;
  • attempt to gain unauthorized access to the Site, the Service, or the computer systems or networks connected to the Service through hacking, password mining or any other means;
  • create user accounts by automated means or under false or fraudulent pretence’s;

transmit any viruses, worms, defects, Trojan horses, or any items of a destructive nature to or through the Site or Service;

  • defame, abuse, harass, stalk, threaten or otherwise violate the legal rights (such as rights of privacy and publicity) of others;
  • upload, post, email or transmit, or otherwise make available through the Site or Service any content that infringes any patent, trademark, copyright, trade secret or other proprietary right of any party, unless you are the owner of such rights or have the permission of the owner to post such content;
  • upload, post, email or transmit, or otherwise make available through the Site or Service any materials that promote pyramid schemes, chain letters or disruptive commercial messages or advertisements, or anything else prohibited by law;
  • run mail list, Listserv, or any form of auto-responder or “spam” on the Site or Service;
  • use manual or automated software, devices, or other processes to “crawl” or “spider” any page of the Site, including to engage in the practices of “screen scraping,” “database scraping” or any other activity with the purpose of obtaining content or other information;
  • interfere or attempt to interfere with the proper working of the Site or Service or any activities conducted on the Site, including to utilize framing or mirroring techniques to enclose any content or other proprietary information, place pop-up windows over the Site’s pages, or otherwise affect the display of the Site’s pages;
  • download any file posted by another user of InvestaX, a Site that you know, or reasonably should know, cannot be legally distributed in such manner;

impersonate another person or entity, or falsify or delete any author attributions, legal or other proper notices or proprietary designations or labels of the origin or source of any materials;

  • remove any copyright, trademark or other proprietary rights notices contained in or on the Site or Service;
  • use any robot, spider, site search/retrieval application, or other device to retrieve or index any portion of the Site or Service or collect information about its Users for any unauthorized purpose;
  • promote or provide instructional information about illegal activities or promote physical harm or injury against any group or individual;
  • use the Service for any commercial purpose whatsoever other than for your personal use, including (without limitation) soliciting other users for investments of any kind, offering or selling any products or services of any kind, and making investment recommendations to other users.

16. NON CIRCUMVENTION

It is against these Terms of Use for registered Users and Issuers to enter into any negotiations or transactions directly or attempt to enter into any transactions for any projects listed on the InvestaX platform other than through the Site and the Services.  You will not assist, encourage or enable others to do any of the above mentioned prohibited activities. We will enforce the above Code of Conduct wherever we deem necessary. In the event of a breach of this non-circumvention clause, InvestaX shall be entitled to payment of its customary fees.

17. USER PARTICIPATION

User Content.  The Service may allow you and other Users to submit, post, transmit and share content with other Users. You are solely responsible for any such content (which may include photos, profiles, messages, notes, text, information, music, video, contact information for you or others, advertisements or other content) that you upload, publish, provide or display on or through the Service or the Site, or transmit to or share with other Users (collectively, the “User Content“).  You understand and agree that we may review and delete, edit or remove (without notice) any User Content in our sole discretion, including without limitation, User Content that in our opinion violates these Terms of Use, might be offensive or illegal, or might violate the rights of, harm, or threaten the safety of, Users or others. However, please understand that InvestaX does not control and does not purport to endorse any User Content.  When you use our Site and access any User Content, you do so at your own risk, and we expressly disclaim responsibility for User Content provided as part of our Services. 

Grant of License.  By posting User Content to any part of the Site, you automatically grant, and you represent and warrant that you have the right to grant, to InvestaX a royalty-free, irrevocable, perpetual, non-exclusive, transferable, fully paid, worldwide license (with the right to sublicense) to use, copy, publicly perform, publicly display, reformat, translate, excerpt (in whole or in part), distribute and put to commercial and other uses such User Content for any purpose on or in connection with the Site or the promotion thereof, to prepare derivative works of, or incorporate into other works, such User Content, and to grant and authorize sublicenses of the foregoing.  You may remove your User Content from the Site at any time.  If you choose to remove your User Content, the license granted above will not expire.  No compensation will be paid with respect to our use of your User Content under this grant.  By posting User Content on our Site, you are also granting all registered Users of the Site the same license provided above. 

18. MONITORING AND REVOCATION OF USER PRIVILEGES

We expect each User of our Site to act responsibly, and to respect the rights of others.  We seek to protect the integrity and security of our Site, and the right to protect our community of registered Users from claims of intellectual property infringement and other claims or threats.  We reserve the right, in our discretion (i) to monitor your use of the Site, email and other User Content transmitted through the Site, (ii) to remove, edit, or refuse to post User Content, (iii) to restrict access from certain other websites or resources, and (iv) to take other actions we deem necessary to protect our Site and our community of users. As a Service to our registered Users, we may compile records of visits or hits with respect to certain pages or information that are available on our Site.  The Site uses cookies to monitor browsing preferences.  We might also compile information and other metrics concerning User interactions and other features of our Site (“Site Metrics”).  InvestaX is under no obligation to provide you with Site Metrics or any other information related to the use of our Site and Services. Although we have no, and assume no obligation to monitor activities on our Site, we may employ filters designed to detect and block the transmission of messages that conflict with our Terms of Use.  We reserve the right, with or without notice to you, to terminate or suspend your access to some or all of the Site or our Services, if you engage in activities that we conclude, in our sole discretion, breach our Terms of Use.

19. INTELLECTUAL PROPERTY RIGHTS

InvestaX Intellectual Property Rights.  InvestaX and its licensors (where applicable) hold intellectual property rights with respect to the Site and the Services, and retain all right, title and interest in and to, including but not limited to the following: (i) all InvestaX logos, tag lines, trademarks, and other indications of source and quality (whether registered or protected under “common law”) (collectively, “Trademarks”); (ii) all content available or through the Site (other than User Content), including but not limited to databases, data, documents, designs, text, graphics, pictures, video, information, software, music, sound, underlying source code, code repositories and other files, and their selection and arrangement (the “Site Content“); (iii) InvestaX platform, processes and the technology that powers the Site and is made available to use from the Site (items (i) – (iii) are collectively referred to as “InvestaX IP”).  Rights in other marks, logos and content which appear on the Site are reserved to the owners thereof (“Third Party IP”). Nothing on this Site should be construed as granting by implication, estoppel or otherwise, any license or right to use any marks or logos without the written consent of InvestaX or the applicable trademark owner. 

Users Right to Access Services.  You shall not modify, copy, distribute, reverse engineer, reproduce, republish, display, transmit, decompile, create derivative works from, transfer or sell in any form or by any means, in whole or in part, without our prior written permission, the Site or the Services or any InvestaX IP, except that, if you are eligible for use of the Site, you are granted the right to access and use the Site and to download or print a copy of any portion of the Site Content solely for your personal use and in connection with your participation with the Services. You may not republish Site Content on any internet, intranet or extranet site or incorporate the information in any other database or compilation, and any other use of the Site Content is strictly prohibited. 

Any use of the Site or the Site Content other than as specifically authorized herein, without the prior written permission of InvestaX or the applicable third party, is strictly prohibited and will terminate the right granted herein. Such unauthorized use may also violate applicable laws including without limitation copyright and trademark laws and applicable regulations and statutes.  All of InvestaX IP may not be used publicly except with express written permission from InvestaX, and may not be used in any manner that is likely to cause confusion among consumers, or in any manner that disparages or discredits InvestaX.

Nothing in these Terms of Use or the Site shall be construed as conferring any license or right to use any of the InvestaX IP or Third Party IP , whether by estoppel, implication or otherwise without the written consent of InvestaX or the applicable third party.

20. CONFIDENTIALITY

Non-Disclosure.  The Site contains confidential and sensitive trade secrets of InvestaX.  The Site also includes content and information provided and/or posted by third parties, including information with respect to the business and/or financials and/or activities of Issuers, which may be deemed as confidential.  Confidential information includes non-public information that InvestaX, its affiliates, any Offering Company or any other third parties furnish or otherwise make available to registered Users with respect to any investment opportunity, including but not limited to, any reports, marketing or promotional materials, analyses, compilations, forecasts, memoranda, notes, studies and any other written or electronic materials prepared by InvestaX or an Offering Company for registered Users, (a) that is designated as “Confidential” or “Proprietary” by InvestaX, an Offering Company or any other third party User of the Site at the time of disclosure or within a reasonable period thereafter; (b) that is only available to registered Users; or (c) that you should reasonably be understood as confidential (collectively, “Confidential Information”).  You shall retain such Confidential Information in confidence, and shall not, without the prior written approval of InvestaX or such applicable third party, publish or otherwise disclose to others, or use such Confidential Information for any purpose other than for purposes of reaching a decision whether to invest with and/or through InvestaX. You agree to take all reasonable steps to ensure that the Confidential Information is not disclosed or distributed to your employees or agents in violation of these Terms of Use.  You will use at least the same degree of care in safeguarding the Confidential Information as you use in safeguarding your own confidential information and trade secrets, but shall use not less than reasonable care and diligence.  Upon our written request you will promptly destroy or return the Confidential Information and any copies thereof.

Exceptions.  Your right to the Confidential Information under these Terms of Use will not apply to Confidential Information which you can demonstrate: (i) is or becomes a matter of public knowledge through no fault of your own; (ii) was or becomes available to you on a non-confidential basis from a third party, provided that such third party is not bound by an obligation of confidentiality to InvestaX with respect to such Confidential Information; (iii) was independently developed by you without reference to the Confidential Information; or (iv) is required to be disclosed by law, provided that you promptly notify Us in order to provide Us with an opportunity to seek a protective order or other relief with respect to such impending disclosure.

21. LINKED SITES

The Site may contain links or produce search results that reference links to third party websites products and services (“Linked Sites“). The inclusion of any Linked Site is not, and shall not be construed to imply, an affiliation, sponsorship, endorsement, approval, investigation, verification or monitoring by InvestaX of any information, material, products, or services contained in or accessible through any Linked Site.  InvestaX has no control over these Linked Sites or their content and does not assume responsibility or liability for any content, opinions, or materials available on Linked Sites. In no event shall InvestaX be responsible for the information contained on any Linked Site or your use of or inability to use any Linked Site. Access and use of Linked Sites, including the information, material, products, and services on Linked Site or available through Linked Sites, is solely at your own risk.  We make no warranty  that a Linked Site will be free of computer viruses or other harmful code that can impact your computer or other Web-access device.  Your access and use of the Linked Sites are governed by the terms of use and privacy policies of such Linked Sites, and we encourage you to carefully review all such terms and policies.

22. CONSENT TO RECEIVE EMAILS & CORRESPONDENCES

By registering as a User of the Site, you acknowledge and agree that we may send you email messages about our company, our services and investment opportunities listed by Issuers.  As a registered User, you can deactivate your account and be removed from our mailing list.  You will also be given the opportunity to unsubscribe from commercial messages in any such email we send to you.

23. ELECTRONIC TRANSACTIONS AND DISCLOSURES

Some of the Services we provide allow you to transact business online and electronically.  By registering as a User on the Site, you consent to transact business with us online and electronically, provided that such transactions are permitted under applicable law in the jurisdiction where you reside.  You also expressly consent to receiving calls and messages, including auto-dialed and pre-recorded message calls, and SMS messages (including text messages) from us, our affiliates, marketing partners, agents and others calling at their request or on their behalf, at any telephone numbers that you have provided or may provide in the future (including any cellular telephone numbers). Your cellular or mobile telephone provider will charge you according to the type of plan you carry.

As part of doing business with InvestaX, you must also consent to our giving you certain disclosures electronically, either via our Site or to the email address you provide to us. By agreeing to the Terms of Use, you agree to receive electronically all documents, communications, notices, contracts, and agreements, including tax forms, schedules or information statements, arising from or relating to your registration as an investor on our Site, any investments you may make, your use of this Service, and the servicing of any investment you may make (each, a “Disclosure”), from InvestaX or any service provider either of us may use.

Your consent will remain in effect for so long as you are a User and, if you are no longer a User, will continue until such time as all Disclosures relevant to transactions that occurred while you were a User have been made.  You may not withdraw such consent as long as you have any outstanding investments made through the Site. If you have no outstanding investments made through the Site and wish to withdraw consent to doing business electronically, we will terminate your registered user account with us.

24. USER DISPUTES

You are solely responsible for your interactions with other Users. We reserve the right, but have no obligation, to monitor disputes between you and other Users.

25. PRIVACY

InvestaX respects your privacy and limits the sharing of data about you with third parties. Please review our Privacy Policy for more information. By using the Site or the Services, you acknowledge and consent to  having your personal data transferred to, processed and stored as described in our Privacy Policy as may be amended from time to time.

26. DISCLAIMERS

We reserve the right to change any and all content contained in the Site and any Services offered through the Site at any time without notice. Reference to any products, services, processes or other information, by trade name, trademark, manufacturer, supplier or otherwise does not constitute or imply endorsement, sponsorship or recommendation thereof, or any affiliation therewith, by InvestaX.

Use of the Site in violation of applicable laws is expressly prohibited.  You are solely responsible for verifying that your use of the Site and consummation of the transactions offered on the Site are permitted in the jurisdiction where you reside and comply with all applicable laws, regulations, orders and court decisions.  If you are unsure of the legality in your jurisdiction, please consult legal counsel.  When you access, register for or use the Site, you do so at your own risk.

InvestaX is not responsible for any loss caused by unauthorized use of any method of payment used in connection with the Site.  Any attempt to defraud the Site or failure to honor legitimate charges or other commitments may in our discretion result in termination of your account, voiding of prior transactions, criminal and civil prosecution and any other remedy we choose to apply. 

27. NO WARRANTY; LIMITATION OF LIABILITY

We do not guarantee the accuracy of any information posted on this Site, including the User Content or content provided by third parties (“Third Party Content”) and if you choose to rely on such information, you do so at your own risk.  In addition, InvestaX cannot guarantee that the Site will be free from infection, viruses, worms, Trojan horses and/or other code that has contaminating or destructive properties. We are not responsible for the conduct, whether online or offline, of any User of the Site or Service. We cannot guarantee and do not promise any specific results (relating to investments or otherwise) from use of the Site and/or the Service.

The Site and the Services may be temporarily unavailable from time to time for maintenance or other reasons. We assume no responsibility for any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction or unauthorized access to, or alteration of, User communications.  We do not warrant the security of any information transmitted by you or to you through the Site. Without limiting the foregoing, under no circumstances shall InvestaX be held liable for any delay or failure in performance resulting directly or indirectly from acts of nature, forces or causes beyond its reasonable control, including without limitation, internet failures, computer failures and other equipment failures, electrical failures, strikes, labour disputes, riots, civil disturbances, fires, floods, storms, explosions, acts of God, war, disease or pandemics, governmental actions, or non-performance of third parties.

THE SITE AND RELATED SERVICES ARE OFFERED ON AN “AS-IS” BASIS.  TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, INVESTAX MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITIATION ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, WITH RESPECT TO THE USE OF THIS SITE OR ANY INFORMATION POSTED ON OR SERVICES OBTAINED THROUGH THIS SITE.  IN NO EVENT WILL INVESTAX, ITS AFFILIATIES, EMPLOYEES, DIRECTORS, OFFICERS, SHAREHOLDERS OR REPRESENTATIVES BE LIABLE FOR ANY DAMAGES OR LOSSES OF ANY KIND WHATSOEVER, INCLUDING BUT NOT LIMITED TO CONSEQUENTIAL, SPECIAL OR PUNITIVE, INCIDENTIAL, EXEMPLARY OR OTHER INDIRECT DAMAGES, OR LOSS OF INCOME, REVENUE, BUSINESS, LOST PROFITS OR OTHER ECONOMIC LOSS RESULTING TO YOU OR TO ANY THIRD PARTY DIRECTLY OR INDIRECTLY FROM ANY USE OF THIS SITE OR THE SERVICES OR ANY OF THE SITE CONTENT OR DEFECT IN THIS SITE OR ANY INFORMATION CONTAINED IN THIS SITE OR UNAVAILABILITY OR MALFUNCTION OF THE SITE, EVEN IF INVESTAX HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 

NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, EXCEPT AS MAY BE REQUIRED BY APPLICABLE SECURITIES LAW OR OTHER LAWS, IN NO EVENT WILL INVESTAX OR ITS AFFILIATES’, DIRECTORS’, OFFICERS’, SHAREHOLDERS’, PARTNERS’, EMPLOYEES’, AGENTS’ BENEFICIARIES OR REPRESENTATIVES’ BE LIABLE TO YOU FOR DAMAGES OR LOSSES, REGARDLESS OF THE CAUSE OF ACTION, ARISING OUT OF OR RELATING TO YOUR USE OF THE SITE OR THE SERVICES PROVIDED BY INVESTAX, EXCEED THE AMOUNT PAID BY YOU, IF ANY, FOR ACCESS TO OR USE OF THE SITE OR ANY SERVICES PROVIDED IN CONNECTION THEREWITH, OR ONE HUNDRED DOLLARS (SGD$100.00), WHICHEVER IS MORE. UNDER NO CIRCUMSTANCES, INCLUDING BUT NOT LIMITED TO BREACH OF CONTRACT, TORT OR NEGLIGENCE, WILL INVESTAX BE LIABLE TO YOU FOR ANY OTHER AMOUNTS OR REMEDIES ARISING FROM DAMAGES YOU CLAIM RELATED TO YOUR USE OF THE SITE OR THE SERVICES.   BY USING THIS SITE, YOU EXPRESSLY ASSUME ALL RISK RELATING TO THIS SITE AND USE THEREOF, INCLUDING WITHOUT LIMITATION, THAT THE INFORMATION AND MATERIALS ON THIS SITE MAY BE INCOMPLETE, INACCURATE, OUT-OF-DATE, OR MAY NOT MEET YOUR NEEDS OR REQUIREMENTS. 

FURTHERMORE, YOU AGREE AND ACKNOWLEDGE THAT INVESTAX IS NOT AN ADVISOR AS TO TAX, FINANCIAL, BUSINESS, ACCOUNTING OR REGULATORY MATTERS IN ANY JURISDICTION. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, INVESTAX MAKES NO REPRESENTATION OR WARRANTIES REGARDING THE PLATFORM’S COMPLIANCE WITH ANY STATE, FEDERAL OR INTERNATIONAL SECURITIES LAWS FOR PRIVATE PLACEMENT OR SIMILAR SECURITIES OFFERINGS. 

28. INDEMNIFICATION 

You agree to indemnify, defend and hold InvestaX, as well as InvestaX’s parents, subsidiaries, affiliates, any related companies, suppliers, licensors and partners, including the shareholders, officers, directors, employees, agents and representatives of each of them (collectively “InvestaX’s Parties”) harmless from any and all claims, liability, damages , expenses and costs (including, but not limited to, attorneys’ fees) arising out of or relating to:

a. your access to or use of this Site;

b. your violation of these Terms of Use,

c. your infringement, or the infringement by any third party using your account, of any intellectual property or other right of any person or entity; or

d. the nature and content of all materials, information, data, statements and other visual, graphical, written communications of any nature submitted by you or otherwise processed through your account.

InvestaX reserves the right to, but is not obligated to assume the exclusive defence and control of any matter for which you are required to indemnify InvestaX’s Parties , and you agree to cooperate with InvestaX’s defence of such claims. You agree not to settle any such matter without InvestaX prior written consent. InvestaX will use reasonable efforts to notify you of any such claim, action or proceeding when InvestaX becomes aware of it. Each of the InvestaX Parties is an express third party beneficiary of this indemnification provision, with full rights to enforce its terms.

29. OTHER DISPUTES

You are solely responsible for your interaction with other Users (and Site visitors) that involve or arise from your relationship with them.  Although InvestaX may monitor claims between you and other Users (a “User-to-User Dispute”), InvestaX has no obligation to become involved. 

These Terms of Use do not govern any disputes you may have with Issuers and other Site visitors or with respect to documents or information provided by any Offering Company, or any investment or other relationship you may have with any Offering Company. 

30. NO WAIVER

Any failure to exercise or enforce any provision contained in these Terms of Use does not constitute a continuing waiver of our right to exercise or enforce that provision at any subsequent time.  A waiver of any right under these Terms of Use shall only be valid if in writing and signed by the party granting such waiver.

31. SEVERABILITY

If any provision contained in these Terms of Use (or any portion thereof) or the application of any such provision (or any portion thereof) shall be held invalid, illegal or unenforceable in any respect by a court of competent jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provision hereof (or the remaining portion thereof).  The Terms of Use shall continue in force as if such invalid, unlawful or unenforceable provision was severed from these Terms of Use.

32. SUB DELEGATION

We may sub delegate or sub-contract or outsource the performance of any of our functions in connection with the Site.

33. ASSIGNMENT

These Terms of Use and any rights or obligations under these Terms of Use, are not assignable, transferable or sub licensable by you except with InvestaX’s prior written consent but may be assigned or transferred by InvestaX without restriction. Any attempted assignment by you shall violate these Terms of Use and be void. InvestaX may assign any of its rights and obligations without your consent in connection with a merger, acquisition or sale of all or substantially all of InvestaX’s assets to which these Terms of Use relate. Subject to the foregoing, these Terms of Use will bind and inure to the successors and permitted assigns of InvestaX.

34. ENGLISH TRANSLATION

If these Terms of Use are translated into a language other than English, the English text shall always prevail.

35. GOVERNING LAW

By visiting or using the Site and/or the Services, you agree that the laws of Singapore, without regard to any principles of conflict of laws that would require or permit the application of the laws of any other jurisdiction, will govern these Terms of Use. By agreeing to these Terms of Use and using the Site and the Services, you agree to submit to personal jurisdiction in Singapore for all purposes, and you agree to waive, to maximum extent permitted by law, any right to a trial by jury for any matter.  You agree that the Site and its Services are deemed a passive website that does not give rise to personal jurisdiction over InvestaX or its parents, subsidiaries, affiliates, successors, assigns, employees, agents, directors, officers or shareholders, either specific or general, in any jurisdiction other than in Singapore. 

36. ARBITRATION

Unless otherwise agreed in writing by you and us, any dispute arising out of or relating to these Terms of Use, or any breach thereof, shall be finally resolved by binding arbitration administered in accordance with the Arbitration Rules of the Singapore International Arbitration Centre (“SIAC Rules”).  Such arbitration must be commenced within one (1) year after the claim or cause of action arises. Notwithstanding the foregoing, either InvestaX or you may apply to any court of competent jurisdiction for injunctive relief without breach of this arbitration provision.

37. NOTICE

To send notices to InvestaX, or if you have any questions regarding these Terms of Use, please contact InvestaX at support@investax.io InvestaX may provide you with notices, including notices of changes to these Terms of Use, by electronic mail, regular mail or by posting it on the Site.

38. ENTIRE AGREEMENT 

These Terms of Use contain the entire agreement between the parties with respect to the subject matter hereof, and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings, whether written or oral, between the parties concerning the subject matter hereof. You may from time to time enter into definitive and binding legal agreements relating to certain Services available through the Site, which may have terms that are different from those of these Terms of Use. In the event of any inconsistency, the terms of such other definitive and legal binding agreement shall control with respect to such Services.

QUESTIONS

Please contact us at support@investax.io for more information.

Last updated:   November 12, 2020

Copyright ©2020 InvestaX Ltd.  All Rights Reserved.

Important Notice: InvestaX.io is operated by IC SG Pte. Ltd. (“InvestaX” or “IC SG”), a Singapore private limited company (Company Registration No. 201300459N). IC SG is licensed and regulated by the Monetary Authority of Singapore (“MAS”) and holds a Capital Markets Services License (CMS-100635-1). The secondary trading activity is currently under application and pending approval from the MAS.

By visiting this site, you agree to be bound by InvestaX’s Terms of Use and Privacy Policy. InvestaX.io is intended for accredited investors and otherwise qualified investors who understand and accept the risks associated with private investments. Investments are not bank deposits and are not guaranteed. InvestaX does not give investment advice, nor does it make any recommendations regarding the appropriateness of any particular opportunities for any investor offered on its site.

No correspondence or information provided on InvestaX.io or by any representative of InvestaX should be construed as a recommendation of any security, or agreement to apply for or buy any securitites, to effect or conclude any transaction of any kind whatsoever in any jurisdiction to any person to whom it is unlawful to make such an offer. Each investor is advised to conduct his/her own due diligence as InvestaX does not provide any investment advice, business advice, or tax or legal advice. Please read InvestaX’s Terms of Use for more detailed terms and conditions to which users of InvestaX are subject.

In compliance with MAS license issuance conditions, the platform must disclose the marital status of the founders. Please note that the co-founder, Julian Kwan, and co-founder, Shi Alice Chen, are married.