Terms of Service

CAPBRIDGE DISCLAIMERS, EXCLUSION OF LIABILITY AND TERMS OF SERVICE (FOR INVESTORS)

By clicking “Sign Up”, you confirm 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 an investor (“Investor”) seeking to subscribe for securities (“Securities”) offered by fundraising entities featured on this Site (each a “Company/Fund” and collectively, the “Companies/Funds”).

General Disclaimer

These Disclaimers, Exclusion of Liability and Terms of Service set out the terms on which CapBridge Pte Ltd (or its successors and assignees) (“CapBridge”, “We“, “Us“, or “Our“) provides its services to you, the Investor (“You”) through the pages and the content located at https://capbridge.sg and all associated sites linked thereat (the “Site“). They must be read together with Our Privacy Policy (as set out below), notice of disclaimers, and other policies, terms of agreement, and rules published on this Site, as amended from time to time (collectively, the “Conditions“).

CapBridge Pte Ltd has the right (but not the obligation) to assign its rights under these Conditions to an affiliated entity (which shall include, but is not limited to, CapBridge Platform Pte Ltd). In such event, and in the event Our obligations under these Conditions and the provision of Our services are novated to such entity, You will be notified of such change (and any corresponding change to the Conditions) through the email address You have provided to Us, or by via a prominent notice on the Site. Your continued use of the Site after such notification constitutes Your consent to abide and be bound by the Conditions and the services being provided by such 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 offered thereon or as a result of access to this Site (the “Services“), whether in person or through an authorised representative, You represent, warrant and undertake and You 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 must immediately discontinue Your access to, or use of, this Site and Our Services.

This Site is owned and maintained by CapBridge Pte Ltd, an entity licenced and regulated by the Monetary Authority of Singapore as a holder of a capital markets services licence for dealing in securities.

No communication made through, or any content or information available on, or in relation to this Site or Services is or shall be deemed to be the provision of corporate, financial, legal, tax, accounting, or any investment advice by Us. We recommend that You do not take, or omit to take, any action, in reliance on the content of the Site without seeking independent verification or advice.

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, subject always to our privacy policy. In accessing and/or using this Site and/or Services, You agree to such use of Your information.

Right to Amend Conditions

These Conditions are effective as of 6 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.

We may update or change Our Conditions at any time and You should check these Conditions periodically. Your continued use of the Site and the Services after We post any modifications to these Conditions on this Site will constitute Your acknowledgement of the modifications and Your consent to be bound by the modified Conditions.

If We make any material changes to these Conditions, We will notify You either through the email address You have provided Us, or by placing a prominent notice on this Site.

Site Content

You may access and view this Site, and 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 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 commercial purposes, monetary gain or otherwise) in whole or in part in any manner without Our prior written permission.

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.

Investors

Viewing of and participation in the fundraising activities of Companies/Funds is suitable and intended only for persons who qualify as accredited investors and institutional investors under Singapore law. All other persons are strictly not permitted to view or participate in any fundraising or investment deals on this Site.

In using this Site and/or Services to  view any opportunities or participate in any fundraising of a Company/Fund, whether directly or indirectly, You represent and warrant that You are, or You act on behalf of, an institutional investor or accredited investor as defined in section 4A of the Securities and Futures Act (Cap. 289), and that all information You submit to Us to establish such status is accurate, complete and truthful.

If You are using this Site on behalf of an Investor, You represent and warrant that You are fully authorized to accept these Conditions on behalf of that Investor, and that such Investor and Yourself, by Your acceptance of the Conditions, agrees to be bound by the same.

You and, where applicable, Your directors, officers, employees, representatives, hires, advisors, agents, intermediaries or affiliates (“Representative(s)”) must not invest or attempt, directly or indirectly, to invest in any Company/Fund otherwise than through the use of this Site and Services, and if You do so, We reserve the full right to enforce Our rights and obligations against You as if You had invested in the Company/Fund through this Site (including but not limited to immediate payment of any sum payable to Us as if You had invested through this Site).

If, at any point in time, You no longer qualify as an institutional investor or accredited investor, You agree to inform Us immediately upon becoming aware of the same and must immediately cease use of the Site and Services.

Prior to accepting any Company/Fund for listing on the Site, We may collect from each Company/Fund: (i) a brief business description; (ii) investment highlights; (iii) a confirmation of whether the Company/Fund has any current investors or if it has successfully raised any investments till date; (iv) business, operational, and financial milestones achieved; (v) a list of key professionals and board members; and (vi) financials. Despite having collected such information about the Companies/Funds, Our decision to list, and subsequently continue to list, them is not an assurance or guarantee by Us of the Company/Fund’s soundness or suitability as an investment for any Investor.

Participating in any deal listed on this Site entails significant risk, and is not permitted if You are unwilling to accept the high risk associated with private equity investments in early stages of growth/development. Securities offered on the Site are not publicly traded and, therefore, more illiquid than publicly traded securities. Investors acknowledge and agree that they shall invest only if they have the financial ability and willingness to accept the high-risk characteristics of such investments, and can afford to lose their entire investment amount.

This Site and Content are not made with regard to any specific investment objectives, financial situation, or specific needs of any particular person or class of persons, wherever situated. We do not, assure You that a valuation of any Company/Fund featured on the Site is accurate or in line with any other market or industry valuations.

All Investors are taken to have sought independent advice from a financial advisor regarding the suitability of participating in any deal listed on this Site, taking into account their personal investment objectives, financial situation, or specific needs. We are not liable for any costs, expenses, loss or damage incurred by Investors and/or prospective Investors arising out of or in connection with any access to, or activity on or through, this Site.

You are solely responsible for verifying that Your use of the Site and Services and provision of any information and content on this Site are permitted in your jurisdiction and comply with all applicable laws to which You are subject.

You are responsible for completing or arranging for the completion of all documentation necessary for the subscription of Securities in the Company/Fund (the “Subscription Agreement”), or where applicable, an agreement for subscription in a special purpose vehicle (as defined below) used to participate in any deal on Our Site and/or to hold Securities and Investor monies (the “SPV Agreements”). The Subscription Agreement and/or SPV Agreements may be executed electronically or physically, subject always to its validity under applicable laws.

Username And Password

Some pages of this Site are open to You at all times. However, Your access to and use of other pages of this Site may be restricted as some pages are accessible only by Companies/Funds. Please note that Our acceptance and confirmation of You as an

Investor will not mean that You are entitled to access the entirety of this Site.

When creating Your user account with a username and a password, any 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 be in breach of any applicable laws. We are entitled to change any username and/or password that breaches the Conditions at any time.

We will verify and approve Your application for a user account if You establish, to Our satisfaction, that You fulfil all applicable qualifying criteria. 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 to access or use this Site and any Service. If You have reason to believe that an unauthorised third party has gained access to Your user account, You must immediately inform Us of this.

You agree that any access to, and/or use of, this Site, whether expressly authorised by You or otherwise, 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 by Yourself, and/or (ii) information, data, instructions or communications carried out, transmitted or validly issued by Yourself. You agree to be bound by such access or use or instructions or communications from Your 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 Your access to and/or use of this Site may be 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 consequences that may arise from such breach.

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

In accessing this Site and Services, You warrant that You and, where applicable, Your Representatives will not use this Site and/or the Services for any unlawful purpose. You agree not to misuse the Content and/or Services 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 will not permit any Representative of Yours whether with Your 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:.

  1. You do not intend to honour;
  2. is or may be a misrepresentation, false, indecent, misleading, incomplete, inaccurate, untruthful, defamatory, threatening, or invasive of another person’s privacy;
  3. promotes or encourages, or may promote or encourage, illegal activity (including the breach of any financial regulatory licensing requirements);
  4. may not be lawfully disseminated under applicable laws, regulations and/or codes of practice;
  5. You know or have reason to suspect contains any viruses or damaging components which may detrimentally interfere with this Site and/or the Services;
  6. 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
  7. 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 the material You upload on Our Site. You warrant and represent that (a) You, or Your Representatives have the full right and authority to submit the material; (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 and absolute 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 are informed that You or Your Representatives presently do not, or have previously failed to, abide by these conduct requirements.

Warranty Disclaimer And Limitation Of Liability

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 or the Content, and/or (ii) engaging in or using any Service, and You agree to release Us from all claims or liability, whether foreseeable or unforeseeable that arises from the same.

You agree to assume total responsibility and risk for Your use of this Site, Content and any Services. We make no assurances, representations or warranties about this Site, the Content, Services, Companies/Funds, Investors, or that any specific results (financial or otherwise) may be obtained from Your use of this Site, Services or Content, and We will not be liable in any manner for any liability, claim, cost, loss, expense, damage, detriment, or other adverse effect(s) of any kind or character from Your access to or use of this Site in any manner whatsoever.

Neither We, nor Our affiliates, employees, representatives, directors, contractors, and suppliers, will 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 the access to or use of, or inability to access or use, the Content or the Services, whether based on warranty, contract, tort (including negligence), or any other cause of action, even if such damages are reasonably foreseeable.

All content provided on this Site is of a general nature and may not have been checked, verified, considered, assessed, reviewed, screened, or updated by Us. We do not confirm or endorse any of the content or information provided by, for, or on Companies/Funds in relation to the making of any specific investment, financial, legal, tax, business, or commercial decision by any particular person or class of persons, wherever situated, who may access such content or information on the Site. We recommend that You obtain professional advice and independent verification of the Content before making any decision in respect of such information, materials or contents.

The Content may also feature fundraising or investment opportunities from and on Companies/Funds that is not available in every location or to every Investor. Our featuring and Your viewing of an opportunity on the Site does not imply that You are eligible to participate in the opportunity. 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, inability to or attempt to participate in, an opportunity that You are, in fact, ineligible for.

You accept and agree that the return and value of Your investment in any Company/Fund  is entirely outside Our control and You are solely responsible for Your participation in any deal featured on this Site.

CERTAIN STATEMENTS MADE ON THIS SITE MAY NOT BE BASED ON HISTORICAL INFORMATION OR FACTS AND MAY BE “FORWARD LOOKING STATEMENTS”, INCLUDING, WITHOUT LIMITATION, THOSE RELATING TO GENERAL BUSINESS PLANS, PLANNED STRATEGY, FUTURE FINANCIAL CONDITION AND PROSPECTS OF ANY COMPANY/FUND FEATURED ON THIS SITE. YOU ARE AWARE THAT ACTUAL INVESTMENT RESULTS MAY DIFFER MATERIALLY FROM THESE FORWARD-LOOKING STATEMENTS.

THIS SITE, INCLUDING ANY CONTENT, MATERIAL, OR INFORMATION ON IT, AND ANY SERVICE, RECOMMENDATION OR ADVICE PROVIDED IN CONNECTION WITH YOUR ACCESS TO AND/OR USE OF THIS SITE, IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITH NO EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES OF ANY KIND, INCLUDING, WITHOUT LIMITATION, THE WARRANTY OF TITLE, COMPLETENESS OR TRUTH OF INFORMATION, ACCURACY OF DESCRIPTION, ADEQUACY OR 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 FROM ANY INVESTOR TO BUY, THE SECURITIES OF ANY ENTITY. INVESTMENT OFFERS CAN ONLY BE MADE WHERE LAWFUL UNDER, AND IN COMPLIANCE WITH, APPLICABLE LAW. NEITHER THIS SITE NOR ANY OF THE SERVICES PROVIDES INVESTMENT OR OTHER FINANCIAL ADVICE. ANY PAST PERFORMANCE STATED ON THE SITE OR ITS CONTENT IS NOT INDICATIVE OR CONCLUSIVE OF FUTURE RESULTS BEING ATTAINABLE BY THE COMPANY, AND WE DO NOT MAKE ANY WARRANTY OR REPRESENTATION THAT ANY CURRENT OR FUTURE INVESTMENT WILL OR IS LIKELY TO ACHIEVE PROFITS OR LOSSES SIMILAR TO THOSE ACHIEVED IN THE PAST, OR THAT SIGNIFICANT LOSSES WILL BE AVOIDED.

The Content may not be free from typographical, technical, or pricing defects, faults, or errors. You are responsible for confirming the accuracy of any part of the Content You intend to rely on, and 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 that You inform Us of will be immediately corrected.

We hereby disclaim any warranties, representations, guarantees, or endorsements, express or implied, statutory or otherwise, in respect of this Site and its Content, including those regarding truth, adequacy, accuracy, non-infringement, or suitability, or warranties arising from usage, custom, trade, or by operation of law or otherwise.

In addition and without prejudice to any right or remedy that We may have, at law or otherwise in the relevant jurisdiction, We shall not be liable to You, Your Representatives, or anyone for any loss, damage, claim, liability, expense, or costs arising out of or in connection with anything done or omitted to be done in relation to; or the access to or use of, the Site or its content. You hereby agree to fully indemnify and hold Us harmless from and against all loss, damage, claim, liability, expense, detriment, costs, or other adverse effect suffered or incurred by You in connection with Your or a third party’s access to or use of the Site, or breach of any of the Conditions.

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, or inaccuracies in the Content, the Site and Services (the “Defects”). We do not guarantee that use of the Site and the Services will be uninterrupted and  available at all times. We assume no liability or responsibility for the consequences of such Defects and are under no obligation to provide You with prior notice of such Defects, even if We have been advised as to the possibility or likelihood of their occurrence.

Additionally, We do not 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, detriment, costs, or other adverse effects 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 and Services.

If, for any reason, any of these limitations of liability are found to be inapplicable to You, Our liability will then be limited to the fullest and greatest extent permitted by law.

Investor Representations and Warranties

We understand that You wish to come onboard Our Site to participate in the subscription and/or purchase of the Securities of Companies/Funds You desire to invest in (the “Transaction”), using the following Services:

  1. access to Our Site to view information on the Companies/Funds;
  2. access to materials developed by Companies/Funds in connection with their fundraising, and downloading such material from Our Site;
  3. access to the dataroom to facilitate Your due diligence on the Company/Fund;
  4. access to potential Companies/Funds engaging in fundraising as intelligently matched through Our Site;
  5. In 2018, access to Our CapTable management service to track and manage existing and future shareholdings in Companies/Funds; and
  6. In 2018, access to an Investor Relations Tool to allow communications with Companies/Funds’ shareholders and stakeholders.

Use of the Site and Services in violation of any applicable laws is expressly prohibited. You further represent and warrant the following:

  1. The Securities You subscribe for may be subject to certain restrictions and holding period requirements not within Our control;
  2. Any subsequent sale of the Securities You subscribe for shall be subject to and in accordance with the provisions of the Securities and Futures Act (Chapter 289) of Singapore (“SFA“), and its rules;
  3. After accessing the information on the Transaction through Our Site. You will not and shall ensure that Your Representatives do not circumvent, avoid, bypass, or obviate Us, directly or indirectly, by contacting, dealing with, or investing in the Companies/Funds or their Representatives other than via the use of the Site and Services, and all access and sharing of information, including downloadable files, in relation to the Transaction must only be done on the Site;
  4. For administrative purposes, except where You are a Lead Investor (as defined below), We may require that You invest in the Transaction through a special purpose vehicle (“SPV”) that in turn subscribes for Securities in the Company/Fund, the structure and terms of which shall be disclosed to You prior to Your investment in the Transaction and subject to Your further agreement;
  5. In the event You are lead investor (“Lead Investor”), meaning that You subscribe for the largest share of Securities in the Transaction and/or take charge of the fundraising round by performing due diligence and acting on behalf of other co-investors (i.e. investors that are not a Lead Investor), You shall not subscribe for more than 50.0% of the Securities being offered, unless You have first informed Us in writing;
  6. In the event You are a Lead Investor, You shall make available Your due diligence findings and financial or other reports on the Companies/Funds to Us and other co-investors through Our Site; and
  7. As a co-investor, while You may be granted access to the due diligence findings and financial or other reports undertaken by a Lead Investor on the Companies/Funds, the Lead Investor does not make any representations or warranties about the Transaction and neither the Lead Investor nor ourselves shall be liable in any manner for any loss, damage, claim, liability, expense, detriment, costs or other adverse effect(s) arising from Your use of and reliance on such due diligence findings and other reports.

In consideration for Our provision of the Services, You undertake, acknowledge and agree as follows:

  1. If You invest in any Transaction, unless as otherwise agreed by Us, You may be liable to pay Us placement fees in respect of the Securities You subscribe for (“Placement Fees”), amount of which will be disclosed to You prior to the completion of the Transaction and subject to further agreement between You and Us;
  2. If You participate in the Transaction via the SPV, We reserve the right to charge an additional fee on any excess net return after You achieve and realise a certain return on investment calculated from the time of Your investment in the Transaction up to Your exit from such Company/Fund, amount and terms of which shall be disclosed to You in the SPV documents;
  3. In the event You introduce any Investor, or such Investor introduces or refers other Investors (“Related Investors”) to the Transaction, such Related Investors shall similarly be bound by these Conditions;
  4. You shall provide Us a breakdown of the amount of Securities subscribed by Yourself in the Transaction upon Your execution of the definitive documents with the Company/Fund for the subscription of the Securities, or where applicable, with the SPV;
  5. Any failure by Us to issue You an invoice does not constitute a waiver of Your obligation to pay Us; and
  6. Subject to Our prior disclosure to You and Your agreement to such further terms, We may charge You an investor club fee for accessing certain Services or part thereof available on Our Site.

These fees are exclusive of disbursements and/or costs that We may incur in the course of providing the Services, such as legal, corporate services, escrow, trustee, audit, accounting, verification checks, valuation, regulatory advisory and other costs. Such disbursements and/or costs shall be disclosed to You where applicable, and shall be payable by You. You are responsible for all expenses incurred incidental to the performance of Your obligations pursuant to these Conditions, and Your subscription and/or purchase of Securities in the Transactions.

Non-Disclosure Obligations

You undertake to use the Confidential Information (as defined below) relating to the Companies/Funds for the purposes of assessing and considering potential investment in the Transaction only (“Authorised Purpose“). By using and accessing the Site and Content, You agree to treat all information You learn through this Site or otherwise from Us and the Company/Fund as Confidential Information (defined below).

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 Companies/Funds) 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 to take all reasonable precautions to protect such Confidential Information from any use, publication, reproduction, disclosure, adaptation or exploitation whatsoever, whether commercial or otherwise, by Yourself or any third party. You agree to disclose the Confidential Information to Your Representatives on a need-to-know basis only where absolutely necessary and undertake that Your Representatives shall use 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 any information is not Confidential Information as it:

  1. was in Your possession or control prior to the time of disclosure;
  2. was at the time of disclosure or thereafter becomes public knowledge through no fault or omission of Yours;
  3. was lawfully obtained by You from a third party under no obligation of confidentiality to the Company/Fund disclosing the Confidential Information;
  4. was developed by You independently of the Confidential Information;
  5. 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 Company/Fund prompt notice of any such requirement and cooperate with Us and/or the relevant Company/Fund in limiting such disclosure; or
  6. was disclosed by You with prior written approval of CapBridge and/or the relevant Company/Fund.

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 to participate in any deal featured on this Site as an Investor is to be determined with reference to Singapore law, and You are responsible for ascertaining and abiding by such law.

Nothing on this Site is intended to be, and shall not be construed as, an offer to sell or a solicitation of an offer to purchase any securities or products where their offer or sale or use is not licensed, qualified or exempt from registration or permitted by law, including in 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 an Investor 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 Investors under 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 wholly 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 investment or fundraising opportunity, including any Service; (iii) access to, use of, or reliance on 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 through the use of this Site, including any Service. 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, at Your expense, 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 nevertheless agree to fully cooperate with any reasonable requests We make of You to assist with Our defence of such matter.

You will reimburse Our Indemnified Person upon demand by such Indemnified Person, in respect of any matter that is 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 hereby 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 persons controlling, controlled by, or under common control with Us) arising out of any cause, except in the case of Our wilful misconduct.

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:

  • access, use, or do anything on this Site in a manner that is not in full compliance with all applicable laws and regulations;
  • use the Content or this Site for any purpose that is unlawful or prohibited by these Conditions;
  • use this Site in any manner that could damage, disable, overburden or impair any of Our servers, or the networks connected to any of Our servers, or interfere with any other party’s access and use of this Site;
  • attempt to gain unauthorised access to this Site, or any services provided via this Site, other accounts, computer systems or networks connected to any of Our servers or to any of the services provided via this Site, through hacking, password mining or any other means; and
  • obtain, or attempt to obtain, any Content or other information through any means not intentionally made available on or through this Site.

Noncompliance with these Conditions

We reserve the right to monitor Your entire access to and use of this Site and Content, 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 or are in violation of these Conditions and/or any applicable law or regulations. We also reserve the right to block Your access from a particular internet protocol address to this Site or any part thereof.

Termination

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 termination of Your user account, including, without limitation, Your obligations to pay any fees, on non-disclosure, 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 and on Companies/Funds and Investors, all copyright, trademarks, and other forms of proprietary rights, whether registered or unregistered, in the Content, Services and 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 Site users, 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 a 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, 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,  to Link 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 with such instructions.

We hereby disclaim any and all liability and responsibility for the content 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 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.

Your access to and/or use of the Linked Websites is at Your own risk and subject to the terms and conditions of access or use therein.

Severability

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.

No Waiver

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 day, 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.

(iii)          Any Dispute not resolved through either Negotiation or Mediation in accordance with this section shall be referred to and finally resolved by arbitration in Singapore in accordance with the Arbitration Rules of the Singapore International Arbitration Centre (“SIAC Rules”) for the time being in force, which rules are deemed to be incorporated by reference in this clause. The Tribunal shall consist of one (1) arbitrator to be appointed by the Chairman of the SIAC. The language of the arbitration shall be English.

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.

Communications

If You wish to communicate with Us about anything related to these Conditions, You may do so by sending an e-mail to contactus@capbridge.sg.

PRIVACY POLICY

Introduction

  1. This Privacy Policy sets out CapBridge’s policy regarding the collection, use, and disclosure of any information You will provide when You access and use this website (the Site) or any of CapBridge’s Services and/or products, regardless of whether or not You create an account. It is intended to be read together with the Site’s Disclaimers, Exclusion of Liability and Terms of Service (collectively, “Conditions“). By accessing and using CapBridge’s website, You are deemed to have read, accepted, and agreed to be legally bound by the terms of this Privacy Policy and the Site’s Conditions as they change from time to time, regardless of whether You have registered for an account with CapBridge.
  2. CapBridge reserves the right to amend the Privacy Policy without prior notice. Any use of the Site after such amendment shall be deemed acceptance of the amended Privacy Policy in its entirety. If You do not agree to this Privacy Policy, please immediately discontinue Your access to, and use of, the Site.
  3. This Privacy Policy does not apply to third-party websites You may access through, or in the course of Your use of, the Site. Your rights in relation to those third parties will be governed entirely by the privacy statements and/or terms and conditions of those third-party websites.
  4. This Privacy Policy is governed by and shall be construed in accordance with the laws of the Republic of Singapore. Any dispute arising out of or in connection with this Privacy Policy shall be subject to the exclusive jurisdiction of the courts of the Republic of Singapore.

Collection of Information

When You access or use the Site or any part thereof, or communicate with CapBridge or any of its officers, employees or agents whether through written, published or electronic means, the telephone or otherwise, CapBridge may collect or receive personal or non-personal information or data about, in connection with or from You, including, without limitation, through cookies, pixel tags, website and data analytics, and other technology, in accordance with the Personal Data Protection Act 2012 and Personal Data Protection Regulations 2014 (the “Singapore Personal Data Protection Laws”). Personal information or data may include without limitation: (a) identification data (e.g., Your name, e-mail address, mailing address, contact number, birth date, age, occupation, educational level, income level, gender, industry of work); (b) information about Your usage of and interaction with Our website (e.g., computer and connection information, device capability, bandwidth, statistics on page views, frequency of use and traffic to and from Our website); (c) electronic identification data (e.g., Internet Protocol (IP) address and cookies); and (d) Your user profile (e.g., identification key and password) (“Personal Data“). The provision of such Personal Data by You is not mandatory, but may be required in order to use or access certain web pages and/or sections of Our Site or Our services, or to purchase Our products or services. Non-personal information or data may include without limitation Your browser information, IP address, how You use the Site or any part thereof, and aggregated information. CapBridge will, as far as possible, inform You at each collection point as to what information is required and what information is optional.

Use of Information

CapBridge uses the collected information:

  1. for the specific purpose for which the information was provided;
  2. to confirm Your identity and ensure that You are eligible to access and use the various services provided on the Site;
  3. to process and, where necessary, respond to Your application(s), enquiry(s), or request(s);
  4. to conduct due diligence checks on You in accordance with all applicable laws and regulations, and CapBridge’s internal ‘know Your client’ and anti-money laundering/countering the financing of terrorism policies;
  5. to verify and approve the disclosures entrepreneurs seeking capital for their business through CapBridge’s platform make to potential investors;
  6. to enable CapBridge to comply with all of its legal and regulatory obligations;
  7. to inform or update You about products, or services that You request from CapBridge or that may interest You, where You have consented to be contacted for such purposes;
  8. to update You about changes to the Site or CapBridge’s operations;
  9. to monitor, improve, and administer the Site and the services provided through it, and conduct statistical or other forms of analysis for purposes of maintaining or improving the Site and CapBridge’s services in general; or
  10. to comply with all proceedings or inquiries from any state, regulatory, or enforcement agency.

Disclosure of Information

  1. CapBridge will not sell or rent Your personal information to any third party. Information You provide to CapBridge will be disclosed to third parties where:
  1. You have expressly or implicitly consented to such disclosure, or may be deemed to have consented to such disclosure;
  2. such disclosure is a necessary part of the process of seeking funding, investors, or backers (including third party entities that would or are likely to be involved in the fund raising process);
  3. necessary to provide You with the products and/or services You have requested for, or to respond to Your queries;
  4. necessary for the operation of the Site or CapBridge’s internal processes;
  5. required by any government, statutory, or regulatory authority, or to comply with any applicable law, court order, directive, or proceeding of such authority;
  6. CapBridge believes, in good faith, that doing so will be appropriate or necessary for it to investigate and defend against any third party claims or allegations, or prevent or stop any illegal activity, security breaches, or harm to the Site, CapBridge’s interests, or any CapBridge employee;
  7. CapBridge is the subject of a takeover or acquisition of any of its assets, and Your personal information forms part of CapBridge’s assets to be transferred to the acquiring entity;
  8. CapBridge acquires or is otherwise involved in any transactions involving any business interests or subsidiaries; or
  9. You disclose such information to third parties in the course of participating in any competitions or promotional programmes on the Site, regardless of whether such competitions or promotional programmes are initiated and run by the third party or CapBridge.

CapBridge is not responsible for removing Your personal information from the possession or control of any third party who may have previously been provided with Your information in accordance with these conditions.

Security

CapBridge has implemented and will continue to maintain security measures adequate to prevent the unauthorised collection, use, disclosure, copying, modification, and disposal of Your information. Nevertheless, You acknowledge and agree that communications through the Internet are not entirely secure and that any information transferred to CapBridge is done so at Your own risk. CapBridge does not warrant or guarantee that the information You provide will not be accessed, copied, used, or disposed of in breach of CapBridge’s security measures, and You agree not to hold CapBridge liable or responsible for any loss or damage resulting therefrom. In the event of such a breach, CapBridge will, as far as reasonably possible, promptly notify all affected persons. You accept that You and, where applicable, anyone else with whom You share the same, are responsible for keeping confidential Your username and password to Your account with CapBridge.

Web-related Information

  1. CapBridge may collect certain information from You without You actively providing the information when You navigate the Site via cookies. Cookies are small data text files stored in Your local browser cache that send information about Your previous visits to and activities on the Site. Cookies track information such as users’ profiles, the number of users, their frequency of use and their preferred websites. These cookies will not give CapBridge any of Your personal information. CapBridge reserves the right to use the cookies to recognize Your browser and thereby customise and optimize the Site to Your preferences.
  2. The majority of Internet browsers will allow You to configure the settings used for cookies, including the deletion of cookies. For security reasons, You may wish to deactivate the storing of cookies or adjust Your browser to inform You before the cookies are stored on Your computer. However, if You disable the use of cookies on Your web browser, or remove or block specific cookies from the Site, You may not be able to gain access to all of the information, materials, facilities, and services provided on the Site.
  3. CapBridge may also collect Your IP address. Your internet service provider allocates an IP address to Your computer in order for it to access the Internet. The IP address is considered to be non-personal information and it may be dynamic (changing every time You connect to the Internet) or it may be static (unique to Your computer). CapBridge collects Your IP address in order to facilitate its administration and improvement of the Site. The information derived from Your IP address can help CapBridge diagnose server problems, report aggregate information, and determine the fastest route from Your computer to the Site.

Notifications and Communications

CapBridge will send You email notifications from time to time. You may not opt out of receiving certain service-related notifications that are:

  1. necessary elements of Your transactions on the Site and any product or service of CapBridge’s, such as confirmations of particular actions You have taken;
  2. required for legal or security purposes; or
  3. meant to inform You of changes to Site policies, the Conditions, or disclaimers, or CapBridge’s operations, products, or services.

You may opt out of other service-related notifications at any time, including:

  1. user surveys or other requests for user feedback; or
  2. marketing offers from CapBridge or that CapBridge sends on behalf of third parties or the companies featured on the Site.

Transfer, Storage, and Retention of Information

  1. Information collected in accordance with this Privacy Policy and Our Conditions may be transferred, stored, or processed outside of Singapore (for instance, to the servers of Our service providers). CapBridge will comply with its obligations under the Singapore Data Protection Laws in relation to personal data transferred, stored, or processed outside Singapore for as long as the data remains in CapBridge’s possession or control during the transfer. CapBridge will take appropriate steps to ascertain whether and to ensure that, the recipient of the personal data who is located outside Singapore is legally obliged to provide to the personal data a comparable standard of protection. However, if data needs to be transferred to or stored or processed in countries that have less stringent personal data protection laws than Singapore in order to provide You with the services You request, You are deemed to acknowledge and consent to such transfer, storage, or processing in providing Your personal data to CapBridge during Your use of the Site. You may at any time inform CapBridge that You wish to withdraw Your consent to such transfer, storage, or processing of Your personal data.
  2. While CapBridge will take reasonable care in preventing the loss, misuse or alteration of Your Personal Data, You acknowledge that data transmission over the Internet is insecure and that CapBridge cannot, and does not, guarantee the security of the data transmitted over the Internet in connection with Your use of and activities on this Site.
  3. CapBridge will retain all information collected for as long as You continue to use the Site or CapBridge’s services. If You are a member and terminate Your CapBridge account, CapBridge will retain the information, including personal data, collected during Your membership for as long as reasonably necessary for any business or legal purpose.

Communications

CapBridge may record, and/or monitor any communication(s) (including telephone calls or other electronic communications) between You and CapBridge for purposes of resolving queries in the future and/or for the purpose of ensuring security, staff training and complying with its legal and/or regulatory responsibilities.

Your Rights

  1. You have the right to ask CapBridge not to process Your personal data for marketing purposes. CapBridge will inform You (before collecting Your data) if it intends to use Your data for such purposes or if it intends to disclose Your information to any third party for such purposes. You can exercise Your right to prevent such processing by checking certain boxes on the forms CapBridge uses to collect Your data.
  2. The Site may, from time to time, contain links to and from other websites, including without limitation the websites of companies featured on the Site and CapBridge’s partner networks, advertisers, and affiliates. If You follow a link to any of these websites, please note that CapBridge does not accept any responsibility or liability for any personal data disclosed to and/or on those websites. Please also note that these websites have their own privacy policies and that CapBridge does not accept any responsibility or liability for these policies. Please check these policies before You submit any personal data to these websites.
  3. You may choose to stop receiving or change the frequency of email, direct mail, phone and mobile marketing communications.

Access to and Correction of Personal Data

  1. Upon request, We will provide the individual with access to their personal data or other appropriate information on their personal data in accordance with the requirements of the Singapore Personal Data Protection Laws.
  2. Upon request, We will correct an error or omission in the individual’s personal data that is in Our possession or control in accordance with the requirements of the Singapore Personal Data Protection Laws.
  3. We may charge for a request for access in accordance with the requirements of the Singapore Personal Data Protection Laws.

Withdrawal of Consent

Upon reasonable notice being given by an individual of his withdrawal of any consent given or deemed to have been given in respect of Our collection, use or disclosure of his personal data, We will inform the individual of the likely consequences of withdrawing his consent. We will cease (and cause any of Our data intermediaries and agents to cease) collecting, using or disclosing the personal data unless it is required or authorised under applicable laws.

Data Protection Officer

If You believe that information We hold about You is incorrect or out of date, or if You have concerns or further queries about how We are handling Your personal data, or any problem or complaint about such matters, please contact Our Data Protection Officer, Mr. Paul Liew, at paul@capbridge.sg.

Accuracy

When submitting personal data to CapBridge, the individual should ensure that such Personal Data are current, complete and accurate. CapBridge will also make reasonable efforts to ensure the accuracy of Personal Data is accurate and complete if the Personal Data is likely to be used by CapBridge to make a decision that affects the individual concerned or disclosed by CapBridge to another organisation. You may contact Our Data Protection Officer (see contact details above) if You believe that the Personal Data which is in Our possession is incorrect, outdated or incomplete.

CAPBRIDGE DISCLAIMERS, EXCLUSION OF LIABILITY AND TERMS OF SERVICE (FOR FUNDRAISING ENTITIES)

By clicking “Sign Up”, you confirm 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 fundraising entity (“Company/Fund”, or collectively with other such entities,  “Companies/Funds”) seeking  to  offer  your securities (“Securities”) to  third  party investors, who qualify as accredited investors and institutional investors under Singapore law, through and as facilitated by Us on the Site (each an “Investor” and collectively the “Investors”).

General Disclaimer

These Disclaimers, Exclusion of Liability and Terms of Service set out the terms on which CapBridge Pte Ltd (or its successors and assignees) (“CapBridge”, “We“, “Us“, or “Our”) provides its services to you, the Company/Fund (“You”) through the pages and the content located at https://capbridge.sg and all associated sites linked thereat (the “Site“). They must be read together with Our Privacy Policy (as set out below), notice of disclaimers, and all other policies, terms of agreement, and rules published on this Site, as amended from time to time (collectively, the “Conditions“).

CapBridge Pte Ltd has the right (but not the obligation) to assign its rights under these Conditions to an affiliated entity (which shall include, but is not limited to, CapBridge Platform Pte Ltd). In such event, and in the event Our obligations under these Conditions and the provision of Our services are novated to such entity, You will be notified of such change (and any corresponding change to the Conditions) through the email address You have provided to Us, or via a prominent notice on the Site. Your continued use of the Site after such notification constitutes Your consent to abide and be bound by the Conditions and the Services being provided by such 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 offered thereon or as a result of access to this Site (the “Services“), whether in person or through an authorised representative, You represent, warrant and undertake and You 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 must immediately discontinue Your access to, or use of, this Site and Our Services.

This Site is owned and maintained by CapBridge Pte Ltd, an entity licenced and regulated by the Monetary Authority of Singapore as a holder of a capital markets services licence for dealing in securities.

No communication made through, or any content or information available on, or in relation to this Site or Services is or shall be deemed to be the provision of corporate, financial, legal, tax, accounting, or any investment advice by Us. We recommend that You do not take, or omit to take, any action, in reliance on the content of the Site without seeking independent verification or advice.

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, subject always to our Privacy Policy. In accessing and/or using this Site and/or Services, You agree to such use of Your submitted information.

Right to Amend Conditions

These Conditions are effective as of 6 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.

We may update or change Our Conditions at any time and You should check these Conditions periodically. Your continued use of the Site and the Services after We post any modifications to these Conditions on this Site will constitute Your acknowledgement of the modifications and Your consent to be bound by the modified Conditions.

If We make any material changes to these Conditions, We will notify You either through the email address You have provided Us, or by placing a prominent notice on this Site.

Site Content

You may access and view this Site, and 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 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 commercial purposes, monetary gain or otherwise) in whole or in part in any manner without Our prior written permission.

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.

Companies/Funds

Our acceptance of You as a Company/Fund on the Site is not, and shall not be deemed to be, a warranty, representation, guarantee, or any other form of assurance by Us that You can, are likely to, or will meet Your target amount by virtue of having Your fundraising activity listed and featured on the Site for such duration of time as agreed between You and Us (“Offering Period”).

Our allowing certain persons or entities to maintain accounts as Investors on the Site, and grant them permission to access and/or participate in Your fundraising activity via this Site is not, and shall not be construed to be, a warranty by Us that those persons qualify as accredited investors or institutional investors under Singapore law at any point in time. While We may gather and store information and perform, or arrange for the performance of, due diligence, checks or investigations on persons who maintain accounts on this Site from time to time, We are not liable to further verify and certify these Investor’s full compliance with all applicable Singapore law or legislation. We hereby disclaim all liability and responsibility for any loss, damage, claim, expense, cost, detriment or other harm that You may sustain in connection with any Investor’s use of this Site, participation in, or attempt to participate in Your fundraising in a manner otherwise than in compliance with the applicable legislation.

If You are using this Site on behalf of any Company/Fund, You represent and warrant that You are fully authorized to accept these Conditions on behalf of that Company/Fund, and that such Company/Fund and Yourself, by Your acceptance of these Conditions, agrees to be bound by the same.

You and, where applicable, Your directors, officers, employees, representatives, hires, advisors, agents, intermediaries or affiliates (“Representative(s)”) must not offer or solicit, or attempt to secure, an investment in Your fundraising from any Investor otherwise than through the use of this Site, and if You do so, We reserve the full right to enforce Our rights and obligations against You as if You had raised funds through Our Site and Services (including but not limited to demanding immediate payment of any sum payable to Us).

We reserve the right to suspend or disable Your account at any time at Our sole discretion. We may do so for reasons including, without limitation, Your non-compliance with or revocation of any required licence any applicable law or regulations or Your breach of any of these Conditions. We may, but are not obliged to, inform You of the reason(s) for suspending or disabling Your Company/Fund account.

Certain entities may be associated with Us (each, an “Associated Entity”). For illustration purposes, an Associated Entity may be a subsidiary of Our shareholders or a group of companies in which Our directors or officers have personal interests or investments. We are committed to operating in a fair, orderly, unbiased, and transparent manner, and will not extend preferential treatment to any Associated Entity. We will inform You of such a relationship between us and any Associated Entity as soon as reasonably practicable for Us to do so in each case.

You are solely responsible for verifying that Your use of the Site and Services and provision of any information and content on this Site are permitted in your jurisdiction and comply with all applicable laws to which You are subject.

You are responsible for completing or arranging for the completion of all documentation necessary for the subscription of Securities by an Investor (the “Subscription Agreement”), or where applicable, an agreement for use of a special purpose vehicle (as defined below) to subscribe for Securities in any deal on Our Site and/or to hold Securities and Investor monies (the “SPV Agreements”). The Subscription Agreement and/or SPV Agreements may be executed electronically or physically, subject always to its validity under applicable laws.

Username And Password

Some pages of this Site are open to You at all times. However, Your access to and use of other pages of this Site maybe be restricted as some pages are accessible only by Investors. Please note that Our acceptance and confirmation of You as a Company/Fund will not mean that You are entitled to access the entirety of this Site.

When creating Your user account with a username and a password, any username and password that You choose must not be harmful, abusive, racially or ethnically offensive, sexually explicit, defamatory, infringe any intellectual property right, be invasive of personal privacy rights or otherwise be in breach of any applicable laws. We are entitled to change any username and/or password that breaches the Conditions at any time.

We will verify and approve Your application for a user account if You establish, to Our satisfaction, that You fulfil all applicable qualifying criteria. 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 to access or use this Site and any Service. If You have reason to believe that an unauthorised third party has gained access to Your user account, You must immediately inform Us of this.

You agree that any access to, and/or use of, this Site, whether expressly authorised by You or otherwise, 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 by Yourself, and/or (ii) information, data, instructions or communications carried out, transmitted or validly issued by Yourself. You further agree to be bound by such access or use or instructions or communications from Your 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 Your access to and/or use of the Site may be 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 consequences that may arise from such breach.

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

In accessing this Site and Services, You warrant that You and, where applicable, Your Representatives will not use this Site and/or the Services for any unlawful purpose. You agree not to misuse the Content and/or Services 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 will not permit any Representative of Yours whether with Your 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:

  1. You do not intend to honour;
  2. is or may be a misrepresentation, false, indecent, misleading, incomplete, inaccurate, untruthful, defamatory, threatening, or invasive of another person’s privacy;
  3. promotes or encourages, or may promote or encourage, illegal activity (including the breach of any financial regulatory licensing requirements);
  4. may not be lawfully disseminated under applicable laws, regulations and/or codes of practice;
  5. You know or have reason to suspect contains any viruses or damaging components which may detrimentally interfere with this Site and/or the Services;
  6. 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
  7. 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 the material You upload on Our Site. You warrant and represent that (a) You, or Your Representatives have the full right and authority to submit the material; (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 and absolute 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 are informed that You or Your Representative(s) presently do not, or have previously failed to, abide by these conduct requirements.

Warranty Disclaimer and Limitation of Liability

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 or the Content, and/or (ii) engaging in or using any Service, and You agree to release Us from all claims or liability, whether foreseeable or unforeseeable that arises from the same.

You agree to assume total responsibility and risk for Your use of this Site, Content and any Services. We make no assurances, representations or warranties about this Site, Content, Services, Companies/Funds, Investors, or that any specific results (financial or otherwise) may be obtained from Your access to and use of this Site, Services or Content, and We will not be liable in any manner for any liability, claim, cost, loss, expense, damage, detriment, or other adverse effect(s) of any kind or character from Your access to or use of this Site in any manner whatsoever.

Neither We, nor Our affiliates, employees, representatives, directors, contractors, and suppliers, will 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 the access to or use of, or inability to access or use, the Content or the Services, whether based on warranty, contract, tort (including negligence), or any other cause of action, even if such damages are reasonably foreseeable.

All content provided on this Site is of a general nature and may not have been checked, verified, considered, assessed, reviewed, screened, or updated by Us.  We do not confirm, or endorse any of the content provided by, for, or on Investors in relation to the making of any specific investment, financial, legal, tax, business, or commercial decision of any particular person or class of persons, wherever situated, who may access or rely on such content and information on the Site. We recommend that You seek professional advice and obtain independent verification of the contents of this Site before making any decision in respect of any such information, materials or contents.

The Content may also feature certain data, communication and information from and on Investors that is not made available in every location or to every Company/Fund. Our featuring and Your viewing of such content on the Site does not imply that You are eligible to receive all potential investments. We are not responsible for, and You shall indemnify us from, any and all adverse consequences that may arise as a result of Your undertaking or preclusion from undertaking, inability to or unsuccessful attempt to undertake, fundraising with any ineligible Investor.

You accept and agree that the success and results of Your offer of fundraising featured on this Site is entirely outside Our control and You are solely responsible for Your fundraising campaign(s) on this Site.

THIS SITE, INCLUDING ANY CONTENT, MATERIAL, OR INFORMATION ON IT, AND ANY SERVICE, RECOMMENDATION OR ADVICE PROVIDED IN CONNECTION WITH YOUR ACCESS TO AND/OR USE OF THIS SITE, IS PROVIDED  ON AN “AS IS” AND “AS AVAILABLE” BASIS WITH NO EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES OF ANY KIND, INCLUDING, WITHOUT LIMITATION, THE WARRANTY OF TITLE, COMPLETENESS OR TRUTH OF INORMATION, ACCURACY OF DESCRIPTION, ADEQUACY OR 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 FROM ANY INVESTOR TO BUY THE SECURITIES OF ANY ENTITY. INVESTMENT OFFERS CAN ONLY BE MADE WHERE LAWFUL UNDER, AND IN COMPLIANCE WITH, APPLICABLE LAW. NEITHER THIS SITE NOR ANY OF THE SERVICES PROVIDES INVESTMENT OR OTHER FINANCIAL ADVICE. ANY PAST PERFORMANCE STATED ON THE SITE OR ITS CONTENT IS NOT INDICATIVE OR CONCLUSIVE OF FUTURE RESULTS BEING ATTAINABLE BY THE INVESTOR, AND WE DO NOT MAKE ANY WARRANTY OR REPRESENTATION THAT ANY CURRENT OR FUTURE INVESTMENT WILL OR IS LIKELY TO ACHIEVE PROFITS OR LOSSES SIMILAR TO THOSE ACHIEVED IN THE PAST, OR THAT SIGNIFICANT LOSSES WILL BE AVOIDED.

The Content may not be free from typographical, technical, or pricing defects, faults, or errors. You are responsible for confirming the accuracy of any part of the Content You intend to rely on, and 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 immediately corrected.

We hereby disclaim any warranties, representations, guarantees, or endorsements, express or implied, statutory or otherwise, in respect of this Site and its Content, including, those regarding truth, adequacy, accuracy, non-infringement, suitability, or warranties arising from usage, custom, trade, or by operation of law or otherwise.

In addition and without prejudice to any right or remedy that We may have, at law or otherwise in the relevant jurisdiction, We shall not be liable to You, Your Representatives, or anyone for any loss, damage, claim, liability, expense, or costs arising out of or in connection with anything done or omitted to be done in relation to; or the access to or use of, the Site or its content. You hereby agree to fully indemnify and hold Us harmless from and against all loss, damage, claim, liability, expense, detriment, costs, or other adverse effect suffered or incurred by You in connection with Your or a third party’s access to or use of the Site, or breach of any of the Conditions.

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, or inaccuracies in the Content, the Site and Services (the “Defects”). We do not guarantee that use of the Site and the Services will be uninterrupted and/or available at all times. We assume no liability or responsibility for the consequences of such Defects and are under no obligation to provide You with prior notice of the Defects, even if We have been advised as to the possibility or likelihood of their occurrence.

Additionally, We do not 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, detriment, costs or other adverse effects 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 and Services.

If, for any reason, any of these limitations of liability are found to be inapplicable to You, Our liability will then be limited to the fullest and greatest extent permitted by law.

Company/Fund Representations and Warranties

Use of the Site and Services in violation of any applicable laws is expressly prohibited. You represent and warrant the following:

  1. You are a valid corporation or limited liability company/partnership in good standing under the laws applying to each jurisdiction in which You were incorporated in;
  2. You have not incurred any liability or breach under, or on the application of, any provision of the Securities and Futures Act (Chapter 289) of Singapore (“SFA”);
  3. All of Your subsidiaries are duly qualified, compliant or licensed (if applicable), and in good standing in each jurisdiction in which Your operation requires such;
  4. Except as already disclosed to Us and as set forth in Your offering materials, which may include but is not limited to marketing material, website disclosures, and other documents provided to Us or to an Investor through the Site, You do not own, hold or control (whether directly or indirectly) any shares or interest in any corporation, partnership, trust, joint venture, or other business entity;
  5. You have all requisite power and authority, and all material and necessary compliance, authorizations, approvals, orders, licenses, registrations, certificates, and permits from all applicable regulatory authorities, officials and bodies to conduct Your business, and to enter into the transactions contemplated by Your participation in and use of the Site and Services;
  6. All information provided by You to Us, has been verified by You and remains true and accurate for as long as Your use of the Site and Services remains effective;
  7. The Securities to be issued pursuant to Your fundraising facilitated by the Site have been duly authorized by You, and upon issuance is intended to create valid and binding obligations, enforceable under their respective terms, except to the extent that: (i) the enforceability thereof may be limited by bankruptcy, insolvency, reorganization, moratorium, or similar laws, from time to time, in effect and affecting the rights of creditors generally; and (ii) the enforceability thereof is subject to general principles of equity;
  8. There is no action, proceeding, suit, litigation or governmental proceeding pending or threatened against You, or involving the properties (whether real or personal, tangible or intangible) or business You own;
  9. You are not, whether by actual knowledge or otherwise, in breach of or in default under, any section, term or provision of any law, statute, rule, regulation, court order/decision, indenture, mortgage, deed of trust, lease, note, loan, or any other material agreement or instrument to which You are subject, or by which any property (whether real or personal, tangible or intangible) or business You own may be subject; and
  10. All material taxes due and payable by You have been paid in full, or adequate provision has been made for such taxes.

You further agree, covenant and undertake at all times:

  1. By listing Your fundraising activity(s) on Our Site and using the Services during the Offering Period (“Listing”), You agree to pay Us a Listing fee in respect of the whole duration of the Offering Period (the “Listing Fee“), amount and terms of which will be disclosed to You prior to Your Listing and subject to further agreement between You and Us. We reserve the right, at Our sole discretion, to determine, amend, alter, waive, and/or increase the Listing Fee at any time, and also to introduce other additional fees payable by You to Us, and We will inform You when We do so;
  2. Any disclosures and information in relation to You, Your Listing and the Securities, will be provided as soon as practicable upon Our request, and when provided, shall be true, accurate and complete in all material respects to the best of Your knowledge, and there is no fact, detail, matter or circumstance that has not been disclosed in writing to Us which renders or would render any such disclosures and information untrue, inaccurate or misleading in any material respect or which might impact the ability, price or terms upon which the Investors intend to subscribe for them;
  3. No alterations or adjustments will be made to Your Listing without Our prior written approval;
  4. You will not and shall ensure that Your Representatives do not circumvent, avoid, bypass, or obviate Us, directly or indirectly, by contacting or dealing with any Investor and/or their Representatives, in connection with any Listing other than via the use of the Site and Services, and all communications, engagements, access and sharing of relevant information (including but not limited to downloadable files and documents) that You engage in with Investors for the purposes of Your Listing must  be done through the Site;
  5. For administrative purposes, We may require You to use a special purpose vehicle (“SPV”) to accept certain investments by Investors in Your fundraising activity, the structure and terms of which shall be disclosed to You prior to Your acceptance and subject to Your further agreement;
  6. You acknowledge that We reserve the right, in Our sole discretion, without prior notice, to: (i) revise and amend Your Listing; (ii) remove Your Listing; (iii) notify all Investors and regulatory authorities of any breach by You and subsequent termination of Your Listing ; and (iv) claim from You all outstanding Listing Fees and any other fees incurred in relation to the Listing;
  7. You agree, upon reasonable request, to provide Us with the relevant documents, certificates, statements, and opinions as reasonably required for Us to review or pass upon the matters referred to in the offering materials for Your Securities or any agreement You may enter into between Us and/or the Investors for the purposes of Your fundraising activity(s) through the Listing, or to provide evidence of the accuracy, completeness, or satisfaction of any representations, warranties, or conditions contained in any material You provide to Us. This may include true and complete copies of relevant documents, statements and information relating to You or the Securities, to be certified, at Our request;
  8. You further agree that upon acceptance of these Conditions, there is no material or adverse change at the time of or during the Offering Period in the business, operations, or conditions of Yourself (and, if applicable, Your subsidiaries), with the ability to affect the Securities and/or accuracy of any materials You provide, that has not been disclosed to Us. You will immediately provide Us with written notice should You have knowledge, actual or otherwise, of such material adverse change;
  9. You agree to notify Us of the execution of any investor agreement between You and an Investor or, where applicable, the execution of any subscription agreement between You and the SPV by which the Investors invest in Your fundraising activity;
  10. You agree to apply the proceeds of the sale of the Securities substantially in the manner as set forth in the information contained in the offering material provided to Us and to the Investors;
  11. You agree to comply with all applicable requirements for the making of an offer of Securities under the SFA, including any of the rules and regulations thereunder;
  12. All transactions between or amongst You and any of Your officers, directors, and affiliates will be on terms and conditions no less favourable to You than the terms and conditions that would be available in an ‘arm’s length’ transaction with an independent third party, which may include an Investor; and
  13. You agree not to base Your decisions regarding Your fundraising exercise and the offer of Your Securities solely on Our recommendations (if any), and acknowledge and agree that We disclaim any intention to create or impose any fiduciary duty on You.

Non-Disclosure Obligations

You undertake to use the Confidential Information (as defined below) relating to the Investors for the purposes of Your listing being considered for a potential investment only (“Authorised Purpose“). By using and accessing the Site and Content, You hereby agree to treat all information You learn through this Site or otherwise from Us and the Investor(s) as Confidential Information (defined below).

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 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 to take all reasonable precautions to protect such Confidential Information from any use, publication, reproduction, disclosure, adaptation or exploitation whatsoever, whether commercial or otherwise, by Yourself or any third party. You agree to disclose the Confidential Information to Your Representatives on a need-to-know basis only where absolutely necessary and undertake that Your Representatives shall use 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  any information is not Confidential Information as it:

  1. was in Your possession or control prior to the time of disclosure;
  2. was at the time of disclosure or thereafter becomes public knowledge through no fault or omission of Yours;
  3. was lawfully obtained by You from a third party under no obligation of confidentiality to the Company/Fund disclosing the Confidential Information;
  4. was developed by You independently of the Confidential Information;
  5. 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 Company/Fund prompt notice of any such requirement and cooperate with Us and/or the relevant Company/Fund in limiting such disclosure; or
  6. was disclosed by You with prior written approval of CapBridge and/or the relevant Company/Fund.

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.

Jurisdictions

All content provided on this Site is intended for use and distribution in accordance with the laws of the Republic of Singapore. Your suitability to raise any funds on this Site as a Company/Fund is to be determined with reference to Singapore law, and You are responsible for ascertaining and abiding by such law.

Nothing on this Site is intended to be, and shall not be construed as, an offer to sell or a solicitation of an offer to purchase any securities or products where their offer or sale or use is not licensed, qualified or exempt from registration or permitted by law, including in 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 Company/Fund 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 Investors under 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 wholly 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.

Indemnification

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 investment or fundraising opportunity, including any Service; (iii) access to, use of, or reliance on the Content or any service 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 through the use of this Site, including any Service. 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, at Your expense, 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 nevertheless agree to cooperate with any reasonable requests We make of You to assist with Our defence of such matter.

You will reimburse Our Indemnified Person upon demand by such Indemnified Person, in respect of any matter that is 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 hereby 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) arising out of any cause, except in the case of Our wilful misconduct.

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:

  • access, use, or do anything on this Site in a manner that is not in full compliance with all applicable laws and regulations;
  • use the Content or this Site for any purpose that is unlawful or prohibited by these Conditions;
  • use this Site in any manner that could damage, disable, overburden or impair any of Our servers, or the networks connected to any of Our servers, or interfere with any other party’s access and use of this Site;
  • attempt to gain unauthorised access to this Site, or any Services provided via this Site, other accounts, computer systems or networks connected to any of Our servers or to any of the Services provided via this Site, through hacking, password mining or any other means; and
  • obtain, or attempt to obtain, any Content or other information through any means not intentionally made available on or through this Site.

Noncompliance with these Conditions

We reserve the right to monitor Your entire access to and use of this Site and Content, 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 or are in violation of these Conditions and/or any applicable law or regulations. We also reserve the right to block Your access from a particular internet protocol address to this Site or any part thereof.

Termination

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 termination of Your user account, including, without limitation, Your obligations to pay any fees, on non-disclosure, 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 and on Companies/Funds and Investors, all copyright, trademarks, and other forms of proprietary rights, whether registered or unregistered, in the Content, Services and 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 Site users, 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 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 non-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, 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, to Link 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 with such instructions

We hereby disclaim any and all liability and responsibility for the content 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 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.

Your access to and/or use of the Linked Websites is at Your own risk and subject to the terms and conditions of access or use therein.

Severability

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 jurisdictions 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.

No Waiver

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.

(iii)          Any Dispute not resolved through either Negotiation or Mediation in accordance with this section, in the event the “notice of termination of mediation” has been issued by either You or Us, shall be referred to and finally resolved by arbitration in Singapore in accordance with the Arbitration Rules of the Singapore International Arbitration Centre (“SIAC Rules”) for the time being in force, which rules are deemed to be incorporated by reference in this clause. The Tribunal shall consist of one (1) arbitrator to be appointed by the Chairman of the SIAC. The language of the arbitration shall be English. 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.

Communications

If You wish to communicate with Us about anything related to these Conditions, You may do so by sending an e-mail to contactus@capbridge.sg.

PRIVACY POLICY

Introduction

This Privacy Policy sets out CapBridge’s policy regarding the collection, use, and disclosure of any information You will provide when You access and use this website (the Site) or any of CapBridge’s services and/or products, regardless of whether or not You create an account. It is intended to be read together with the Site’s Disclaimers, Exclusion of Liability and Terms of Service (collectively, “Conditions“). By accessing and using CapBridge’s website, You are deemed to have read, accepted, and agreed to be legally bound by the terms of this Privacy Policy and the Site’s Conditions as they change from time to time, regardless of whether You have registered for an account with CapBridge.

  1. CapBridge reserves the right to amend the Privacy Policy without prior notice. Any use of the Site after such amendment shall be deemed acceptance of the amended Privacy Policy in its entirety. If You do not agree to this Privacy Policy, please immediately discontinue Your access to, and use of, the Site.
  2. This Privacy Policy does not apply to third-party websites You may access through, or in the course of Your use of, the Site. Your rights in relation to those third parties will be governed entirely by the privacy statements and/or terms and conditions of those third-party websites.
  3. This Privacy Policy is governed by and shall be construed in accordance with the laws of the Republic of Singapore. Any dispute arising out of or in connection with this Privacy Policy shall be subject to the exclusive jurisdiction of the courts of the Republic of Singapore.

Collection of Information

When You access or use the Site or any part thereof, or communicate with CapBridge or any of its officers, employees or agents whether through written, published or electronic means, the telephone or otherwise, CapBridge or its third-party processors may collect or receive personal or non-personal information or data about, in connection with or from You, including, without limitation, through cookies, pixel tags, website and data analytics, and other technology, in accordance with the Personal Data Protection Act 2012 and Personal Data Protection Regulations 2014 (the “Singapore Personal Data Protection Laws“). Personal information or data may include without limitation: (a) personally identifiable information and data (e.g., Your name, e-mail address, mailing address, contact number, birth date, age, occupation, educational level, income level, gender, industry of work, payment details); (b) anonymous information about Your usage of and interaction with Our website (e.g., computer and connection information, device capability, bandwidth, statistics on page views, frequency of use and traffic to and from Our website); (c) electronic identification data (e.g., Internet Protocol (IP) address and cookies); and (d) Your user profile (e.g., identification key and password) (“Personal Data“). The provision of such Personal Data by You is not mandatory, but may be required in order to use or access certain web pages and/or sections of Our Site or Our services, or to purchase Our products or services. Non-personal information or data may include without limitation Your browser information, IP address, how You use the Site or any part thereof, and aggregated information. CapBridge will, as far as possible, inform You at each collection point as to what information is required and what information is optional.

Use of Information

CapBridge uses the collected information:

  1. for the specific purpose for which the information was provided;
  2. to confirm Your identity and ensure that You are eligible to access and use the various services provided on the Site;
  3. to process and, where necessary, respond to Your application(s), enquiry(s), or request(s);
  4. to conduct due diligence checks on You in accordance with all applicable laws and regulations, and CapBridge’s internal ‘know Your client’ and anti-money laundering/countering the financing of terrorism policies;
  5. to verify and approve the disclosures entrepreneurs seeking capital for their business through CapBridge’s platform make to potential investors;
  6. to enable CapBridge to comply with all of its legal and regulatory obligations;
  7. to inform or update You about products, or services that You request from CapBridge or that may interest You, where You have consented to be contacted for such purposes;
  8. to update You about changes to the Site or CapBridge’s operations;
  9. to monitor, improve, and administer the Site and the services provided through it, and conduct statistical or other forms of analysis for purposes of maintaining or improving the Site and CapBridge’s services in general; or
  10. to comply with all proceedings or inquiries from any state, regulatory, or enforcement agency.

Disclosure of Information

CapBridge will not sell or rent Your personal information to any third party. Information You provide to CapBridge will be disclosed to third parties where:

  1. You have expressly or implicitly consented to such disclosure, or may be deemed to have consented to such disclosure;
  2. such disclosure is a necessary part of the process of seeking funding, investors, or backers (including third party entities that would or are likely to be involved in the fund raising process);
  3. necessary to provide You with the products and/or services You have requested for, or to respond to Your queries;
  4. necessary for the operation of the Site or CapBridge’s internal processes;
  5. required by any government, statutory, or regulatory authority, or to comply with any applicable law, court order, directive, or proceeding of such authority;
  6. CapBridge believes, in good faith, that doing so will be appropriate or necessary for it to investigate and defend against any third party claims or allegations, or prevent or stop any illegal activity, security breaches, or harm to the Site, CapBridge’s interests, or any CapBridge employee;
  7. CapBridge is the subject of a takeover or acquisition of any of its assets, and Your personal information forms part of CapBridge’s assets to be transferred to the acquiring entity;
  8. CapBridge acquires or is otherwise involved in any transactions involving any business interests or subsidiaries; or
  9. You disclose such information to third parties in the course of participating in any competitions or promotional programmes on the Site, regardless of whether such competitions or promotional programmes are initiated and run by the third party or CapBridge.
  10. CapBridge is not responsible for removing Your personal information from the possession or control of any third party who may have previously been provided with Your information in accordance with these conditions.

How we protect your information

CapBridge is concerned with protecting your privacy and data and has implemented and will continue to maintain security measures adequate to prevent the unauthorised collection, use, disclosure, copying, modification, and disposal of Your information. Nevertheless, You acknowledge and agree that communications through the Internet are not entirely secure and that any information transferred to CapBridge is done so at Your own risk. CapBridge does not warrant or guarantee that the information You provide will not be accessed, copied, used, or disposed of in breach of CapBridge’s security measures, and You agree not to hold CapBridge liable or responsible for any loss or damage resulting therefrom. In the event of such a breach, CapBridge will, as far as reasonably possible, promptly notify all affected persons. You accept that You and, where applicable, anyone else with whom You share the same, are responsible for keeping confidential Your username and password to Your account with CapBridge.

Web-related Information

  1. CapBridge may collect certain information from You without You actively providing the information when You navigate the Site via cookies. Cookies are small data text files stored in Your local browser cache that send information about Your previous visits to and activities on the Site. Cookies track information such as users’ profiles, the number of users, their frequency of use and their preferred websites. These cookies will not give CapBridge any of Your personal information. CapBridge reserves the right to use the cookies to recognize Your browser and thereby customise and optimize the Site to Your preferences.
  2. The majority of Internet browsers will allow You to configure the settings used for cookies, including the deletion of cookies. For security reasons, You may wish to deactivate the storing of cookies or adjust Your browser to inform You before the cookies are stored on Your computer. However, if You disable the use of cookies on Your web browser, or remove or block specific cookies from the Site, You may not be able to gain access to all of the information, materials, facilities, and services provided on the Site.
  3. CapBridge may also collect Your IP address. Your internet service provider allocates an IP address to Your computer in order for it to access the Internet. The IP address is considered to be non-personal information and it may be dynamic (changing every time You connect to the Internet) or it may be static (unique to Your computer). CapBridge collects Your IP address in order to facilitate its administration and improvement of the Site. The information derived from Your IP address can help CapBridge diagnose server problems, report aggregate information, and determine the fastest route from Your computer to the Site.

Notifications and Communications

CapBridge will send You email notifications from time to time. You may not opt out of receiving certain service-related notifications that are:

  1. necessary elements of Your transactions on the Site and any product or service of CapBridge’s, such as confirmations of particular actions You have taken;
  2. are required for legal or security purposes; or
  3. meant to inform You of changes to Site policies, the Conditions, or disclaimers, or CapBridge’s operations, products, or services.

You may opt out of other service-related notifications at any time, including:

  1. user surveys or other requests for user feedback; or
  2. marketing offers from CapBridge or that CapBridge sends on behalf of third parties or the companies/funds featured on the Site.

Transfer, Storage, and Retention of Information

  1. Information collected in accordance with this Privacy Policy and Our Conditions may be transferred, stored, or processed outside of Singapore (for instance, to the servers of Our service providers). CapBridge will comply with its obligations under the Singapore Data Protection Laws in relation to personal data transferred, stored, or processed outside Singapore for as long as the data remains in CapBridge’s possession or control during the transfer. CapBridge will take appropriate steps to ascertain whether, and to ensure that, the recipient of the personal data who is located outside Singapore is legally obliged to provide to the personal data a comparable standard of protection. However, if data needs to be transferred to or stored or processed in countries that have less stringent personal data protection laws than Singapore in order to provide You with the services You request, You are deemed to acknowledge and consent to such transfer, storage, or processing in providing Your personal data to CapBridge during Your use of the Site. You may at any time inform CapBridge that You wish to withdraw Your consent to such transfer, storage, or processing of Your personal data.
  2. While CapBridge will take reasonable care in preventing the loss, misuse or alteration of Your Personal Data, You acknowledge that data transmission over the Internet is insecure and that CapBridge cannot, and does not, guarantee the security of the data transmitted over the Internet in connection with Your use of and activities on this Site.
  3. CapBridge will retain all information collected for as long as You continue to use the Site or CapBridge’s services. If You are a member and terminate Your CapBridge account, CapBridge will retain the information, including personal data, collected during Your membership for as long as reasonably necessary for any business or legal purpose.

Communications

CapBridge may record, and/or monitor any communication(s) (including telephone calls or other electronic communications) between You and CapBridge for purposes of resolving queries in the future and/or for the purpose of ensuring security, staff training and complying with its legal and/or regulatory responsibilities.

Your Rights

  1. You have the right to ask CapBridge not to process Your personal data for marketing purposes. CapBridge will inform You (before collecting Your data) if it intends to use Your data for such purposes or if it intends to disclose Your information to any third party for such purposes. You can exercise Your right to prevent such processing by checking certain boxes on the forms CapBridge uses to collect Your data.
  2. The Site may, from time to time, contain links to and from other websites, including without limitation the websites of companies featured on the Site and CapBridge’s partner networks, advertisers, and affiliates. If You follow a link to any of these websites, please note that CapBridge does not accept any responsibility or liability for any personal data disclosed to and/or on those websites. Please also note that these websites have their own privacy policies and that CapBridge does not accept any responsibility or liability for these policies. Please check these policies before You submit any personal data to these websites.
  3. You may choose to stop receiving or change the frequency of email, direct mail, phone and mobile marketing communications.

Access to and Correction of Personal Data

  1. Upon request, We will provide the individual with access to their personal data or other appropriate information on their personal data in accordance with the requirements of the Singapore Personal Data Protection Laws.
  2. Upon request, We will correct an error or omission in the individual’s personal data that is in Our possession or control in accordance with the requirements of the Singapore Personal Data Protection Laws.
  3. We may charge for a request for access in accordance with the requirements of the Singapore Personal Data Protection Laws.

Withdrawal of Consent

Upon reasonable notice being given by an individual of his withdrawal of any consent given or deemed to have been given in respect of Our collection, use or disclosure of his personal data, We will inform the individual of the likely consequences of withdrawing his consent. We will cease (and cause any of Our data intermediaries and agents to cease) collecting, using or disclosing the personal data unless it is required or authorised under applicable laws.

Data Protection Office

If You believe that information We hold about You is incorrect or out of date, or if You have concerns or further queries about how We are handling Your personal data, or any problem or complaint about such matters, please contact Our Data Protection Officer Paul Liew, at paulliew@capbridge.sg.

Accuracy

When submitting personal data to CapBridge, the individual should ensure that such Personal Data are current, complete and accurate. CapBridge will also make reasonable efforts to ensure the accuracy of Personal Data is accurate and complete if the Personal Data is likely to be used by CapBridge to make a decision that affects the individual concerned or disclosed by CapBridge to another organisation. You may contact Our Data Protection Officer (see contact details above) if You believe that the Personal Data which is in Our possession is incorrect, outdated or incomplete.

Other Jurisdictions

If You are subject to the data protection and privacy policies, laws and regulations applicable in any other territory or jurisdiction (“Privacy Laws”) to which Your Personal Data relates, CapBridge shall: (i) comply with the relevant Privacy Laws regarding the collection, use, retention of Your Personal Data; (ii) comply with all standards set by the Privacy Laws in relation to the privacy and security of Personal Information; (iii) refrain from any action or inaction that could cause CapBridge to breach any applicable Privacy Laws; (iv) do and execute, or arrange to be done and executed, each act, document and thing as necessary to keep CapBridge in compliance with the applicable Privacy Laws; and (v) immediately report the theft or loss of Personal Information (including the Personal Information of your own officers, directors, shareholders, employees or service providers).