Terms of Service

CAPBRIDGE DISCLAIMERS, EXCLUSION OF LIABILITY AND TERMS OF SERVICE (FOR COMPANIES / 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 (a) accredited investors and institutional investors under Singapore law or (b) sophisticated retail investors based on our criteria, through and as facilitated by Us on the Site (each an “Investor” and collectively the “Investors”).

1. General Disclaimer
‍1.1 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”, “Yourself”, or “Your”) 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  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“), and also Our Privacy Policy, as amended from time to time.

1.2 CapBridge 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, 1x Exchange 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.

1.3 A reference to this Site includes, without limitation, the information, materials, data, text, images, articles, reports, links, sounds, graphics, and videos displayed herein.

1.4 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 director, officer, employee, representative, hire, advisor, agent, intermediarie or affiliate (“Representative(s)”), 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.

1.5 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  capital markets products that are securities or collective investment schemes.

1.6 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.

1.7 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 various purposes by Us, as set out in Our Privacy Policy. In accessing and/or using this Site and/or Services, You agree to such use of Your submitted information and/or Your Representative(s)’s personal data, subject always to Our Privacy Policy.

2. Right to Amend Conditions
‍2.1 These Conditions are effective as of 17 October 2019 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.

2.2 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 acknowledgment of the modifications and Your consent to be bound by the modified Conditions.

2.3 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.

3. Site Content

‍3.1 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 to any other person or entity, any of the Content (whether for commercial purposes, monetary gain or otherwise) in whole or in part in any manner without Our prior written permission.

3.2 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.

4. Companies/Funds
‍4.1 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”).

4.2 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 (i) accredited investors or institutional investors under Singapore law, or (ii) sophisticated retail investors based on Our criteria, 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 regulation. 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.

4.3 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.

4.4 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 and/or 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.

4.5 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.

4.6 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.

4.7 You are responsible for completing or arranging for the completion of all documentation necessary for the subscription and/or purchase of Securities by an Investor (the “Subscription Agreement”), or where applicable, an agreement for use of a SPV (as defined below) to subscribe for and/or purchase 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.

5. Class of Investors
‍5.1 The definitions of the various classes of Investors can be found here and shall be in accordance with the Securities and Futures Act (Cap. 289) of Singapore (“SFA”) as amended, consolidated, extended or re-enacted from time to time and shall include any orders, regulations, instruments or other subordinate legislation made from time to time under the statute concerned.

5.2 For the purposes of the Site, the Conditions, and any agreement that You have with Us, the various classes of Investors are as follows:
(a) ”Accredited Investor” is as defined in section 4A of the SFA;
(b) “Institutional Investor” is as defined in section 4A of the SFA; and
(c) “Sophisticated Retail Investor” shall mean, in accordance with the Personal Offers made pursuant to the Exemption for Small Offers as set out in section 272A of the SFA, those persons who have satisfied CapBridge’s onboarding requirements for retail investors.
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6. Username And Password
‍6.1 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.

6.2 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.

6.3 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.

6.4 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.

6.5 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.

6.6 We reserve the right to cancel any user account if it is not accessed for a continuous period of 365 calendar days.
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7. Conduct And Behaviour On This Site
‍7.1 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.

7.2 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.

7.3 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:You do not intend to honour;is or may be a misrepresentation, false, indecent, misleading, incomplete, inaccurate, untruthful, defamatory, threatening, or invasive of another person’s privacy;promotes or encourages, or may promote or encourage, illegal activity (including the breach of any financial regulatory licensing requirements);may not be lawfully disseminated under applicable laws, regulations and/or codes of practice;You know or have reason to suspect contains any viruses or damaging components which may detrimentally interfere with this Site and/or the Services;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); orinfringes the rights of any third party, including intellectual property rights.

7.4 You may upload materials, including, without limitation, information, documents, text, graphics, logos, icons, images, sound clips, video clips, and data compilations, for posting on this Site and/or declaratory purposes. You are solely responsible for the material(s) You upload onto Our Site. You warrant and represent that (a) You, or Your Representatives, have the full right and authority to submit the material(s); (b) the material(s) does not infringe the intellectual property rights or any other rights of any third party; and (c) all information contained within the material(s) is true, complete and accurate.

7.5 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.

8. Warranty Disclaimer and Limitation of Liability
‍8.1 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.

8.2 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.

8.3 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.

8.4 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 by any particular person or class of persons, wherever situated, who may access or rely on such content and/or 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 such information, materials or contents.

8.5 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.

8.6 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.

8.7 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.

8.8 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.

8.9 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.

8.10 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.

8.11 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.

8.12 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 represent, or warrant that access and  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 any such Defects and We are under no obligation to provide You with reasons for or prior notice of such Defects, even if We have been advised as to the possibility or likelihood of their occurrence.

8.13 Additionally, We do not guarantee, represent or warrant that the Site or any of the Services is free of malicious software, computer viruses or other similar destructive features, including, but not limited to, viruses, computer worms, Trojan horses, spyware or other harmful components. We disclaim all liability for any loss, damage, claim, liability, expense, 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.

8.14 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.
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9. Company/Fund Representations and Warranties
‍9.1 Use of the Site and Services in violation of any applicable laws is expressly prohibited. You represent and warrant the following:
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- 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;
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- You have not incurred any liability or breach under, or on the application of, any provision of the SFA;
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- 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;
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- 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;
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- 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;
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- 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;
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- The Securities to be issued pursuant to Your fundraising facilitated by the Site have been duly authorized by You and Your shareholders (where applicable), 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;
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- 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;
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- 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
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- All material taxes due and payable by You have been paid in full, or adequate provision has been made for such taxes.

9.2 You further agree, covenant and undertake at all times:
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- By using the Services and Our Site during the Offering Period (“Listing”), You agree to pay Us a fee in respect of the whole duration of the Offering Period. Additionally, You agree to pay Us a fee for the successful investments by the potential Investors, Investors, and/or their Representatives into Your Company/Fund. We reserve the right, at Our sole discretion, to determine, amend, alter, waive, and/or increase Our fees at any time, and also to introduce other additional fees payable by You to Us, which We will inform You when We do so, and subject to further agreement between You and Us;
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- 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;

- No alterations or adjustments will be made to Your Listing without Our prior written approval;

- 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 potential Investor(s), Investor(s), and/or their Representative(s), 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 any potential Investor(s), Investor(s), and/or their Representative(s) for the purposes of Your Listing must  be done through the Site;

- 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;
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- 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 fees incurred in relation to the Listing;

- 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;

- 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;

- 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;

- You agree to apply the proceeds of the issuance and/or 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;

- 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;

- 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;

- 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; and

- You and, where applicable, Your Representatives must not offer or solicit, or attempt to secure, an investment in Your fundraising from any potential Investor(s), Investor(s), and/or their Representative(s) 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).
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10. Non-Disclosure Obligations
‍10.1 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).

10.2 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”).

10.3 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.

10.4 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:
- was in Your possession or control prior to the time of disclosure;was at the time of disclosure or thereafter becomes public knowledge through no fault or omission of Yours;
- was lawfully obtained by You from a third party under no obligation of confidentiality to the Investor disclosing the Confidential Information;
- was developed by You independently of the Confidential Information;
- 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 Investor prompt notice of any such requirement and cooperate with Us and/or the relevant Investor in limiting such disclosure;
- or was disclosed by You with prior written approval of CapBridge and/or the relevant Investor.

10.5 The Confidential Information shall remain the property of the person or entity 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 or entity disclosing the Confidential Information.

10.6 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.
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11. Jurisdictions
‍11.1 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.

11.2 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.

11.3 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 (i) accredited investors or institutional investors under Singapore law, or (ii) sophisticated retail investor as per Our criteria. 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.

12. Indemnification
‍12.1 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.

12.2 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.
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12.3 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.
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12.4 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.

13. 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.

14. 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.

15.Termination
‍15.1 Your agreement to these Conditions shall come to an end at such time that You or We terminate Your user account.
15.2 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.

16. Intellectual Property Rights
‍16.1 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 Us, licensed to Us, 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.

16.2 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.

16.3 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.

16.4 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.
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17. Restriction on linking to, mirroring, and framing this site
‍17.1 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.
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17.2 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
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17.3 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.
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18. Links to third party websites
‍18.1 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.

18.2 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.

19. 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.

20. 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.

21. 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.

22. Dispute Resolution Process
‍22.1 Subject to any law, statute, regulation or other requirement of Singapore, You agree that any Dispute between You and Us, 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 thirty (30) calendar days’ of such notice.

(ii) In the event that the Dispute has not been resolved by Negotiation in accordance with this section 22.1(i) above, 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.

(a)You and We shall choose and agree on a mediator within fourteen (14) calendar days of receipt of the “notice of mediation”, failing which a mediator shall be appointed by a local mediation service provider in Singapore.

(b)The Mediation shall be held within forty-five (45) business 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 with Mediation because of an impasse that cannot be overcome through Mediation. In that event, We will send You a “notice of termination of mediation”.

(c)You and We agree that We will use all reasonable efforts to complete the Mediation within thirty (30) business days of the first mediation session.

(d)You and We agree to bear an equal share of the costs of Mediation, unless agreed otherwise.

(e)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.
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(iii)Any Dispute not resolved through either Negotiation or Mediation in accordance with these sections 22.1(i) and (ii) above, shall be referred to and finally resolved by arbitration administered by the Singapore International Arbitration Centre (“SIAC”) 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 section 22.1(iii). The Tribunal shall consist of one (1) arbitrator to be appointed by the President of the SIAC. The seat of arbitration shall be Singapore. The language of the arbitration shall be English. The arbitrator 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. You agree to waive all and any rights to other forms of resolution processes (such as court action or administrative proceeding);

22.2 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.

23. Technology and Internet Security Risk Management
‍23.1 We have taken measures to mitigate the risks but give no assurances that the described risks will not materialise despite Our efforts. As such, We advise that You adopt the following security precautions and best practices for Your personal computer and mobile device use in order to reduce the likelihood of causing malicious and/or harmful security breaches that may arise in relation to Your use of the Site and/or the Services made available on the Site:
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- Install anti-virus, anti-spyware, anti-malware and firewall software on Your computers and mobile devices;
- Update operating systems, anti-virus and firewall products with security patches or newer versions on a regular basis;
- Remove or deactivate file and printer sharing preferences in computers and mobile devices, especially when connected to the internet;
- Make regular backup of critical data;
- Consider the use of encryption technology to protect highly sensitive or confidential information;
- Log off from Our Site at the end of the online session;
- Clear browser cache after the online session;
- Refrain from installing any software or running/executing programs of unknown origin;
- Delete junk, chain or spam emails;
- Avoid opening email attachments from unknown senders or from unknown email address domain names;
- Take care not to disclose personal, financial or credit card information to websites that are little-known, suspect, or do not have a matching website domain URL address;
- Do not use a computer or a device which You know has a breach in security vulnerability and cannot be trusted; and
- Do not use public or internet café computers to access online services or perform financial transactions.

23.2 You shall contact and inform Us immediately (but no later than one (1) business day) in the event that You have identified or have reason to believe that a security breach has occurred on the Site and/or CapBridge’s platform.

23.3 In the event that any malicious or harmful security breach of the Site and/or CapBridge’s platform occurs, and the use, operability or function of the Site and/or Services is traceable or attributable, whether directly or indirectly, to the use by You or any other user of the Site and/or Services, such that You or other users become liable for any resultant losses/damages/costs in connection with Your or their use of the Site and/or Services, You hereby agree to indemnify and hold Us, including Our Indemnified Persons (as defined above), fully indemnified and harmless from and against all claims, costs, expenses, damages, liabilities, actions, losses, or demands that You or another user may suffer in respect of such security breach.

23.4 You shall contact Us immediately (but no later than one (1) business day) upon receiving any blocked, warning or error messages that may be generated by Your internet and/or browser application during Your use of the Site and/or the Services.

23.5 In the event that You receive a Secure Socket Layer (“SSL”) server certificate warning at such time that you access the Site, You are required to agree to updating your internet / browser application settings with the SSL security settings as is required for You to properly and securely access the Site and/or Services.

23.6 Any dispute, grievance, disagreement or complaint that You may have in relation to the (i) reporting of a security breach, (ii) establishment of resultant liability for a security breach,  and/or (iii) determining of losses/damages/costs due to a security breach, shall be handled in accordance with the Dispute Resolution Process as set out in these Conditions.

24. Rights of Third Parties
‍A person or entity who is not a party to the Conditions has no rights under the Contracts (Rights of Third Parties) Act (Cap. 53B) of the Statutes of the Republic of Singapore, 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.

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