IC SG Pte. Ltd. (“InvestaX”) holds a capital markets services licence (No. CMS100635) granted by the Monetary Authority of Singapore (“MAS”) under the Securities and Futures Act (Cap. 289) (“SFA”) to deal in securities and units in collective investment schemes (“CIS” – broadly, pooled investments). This allows InvestaX to facilitate the primary offer and issuance of securities and units in CIS and to act as an intermediary between issuers and investors. InvestaX also holds a regulatory exemption under the Financial Advisers Act (Cap. 110) which allows it to provide advice on units in CIS.
Account - means your user account on the InvestaX Platform.
Application - means the expression of interest form available on the InvestaX Platform to be submitted by an Issuer.
Approved Registered User - means a Registered User who is either an Issuer or an Investor.
Bank - shall have the meaning as given in clause 13.
Closing Date - means the date specified by the Issuer on which a Deal will be closed.
Confidential Information - shall have the meaning as given in clause 28.
Custody Agreement - means the standard custody agreement acknowledged by the Investors for availing the third party custody provided by the Securities Custodian.
Custody Transaction - shall have the meaning as given in clause 14.
Data - shall have the meaning as given in clause 20.
Deal - means the listing of an investment opportunity on the Restricted Portion of the Website.
Disclosure - shall have the meaning as given in clause 31.
Digital Securities - means any shares or other equity interests, debt securities, collective investment schemes, blockchain native tokens or any other representation of value that may be or have been invested into by an Investor through InvestaX pursuant to a Deal.
Security Tokens - means any shares or other equity interests, debt securities, collective investment schemes, blockchain native tokens or any other representation of value that may be or have been invested into by an Investor through InvestaX pursuant to a Deal.
Engagement Agreement - means a standard agreement entered into between InvestaX and Issuer, setting out the terms and conditions on which an Issuer can list a Deal on the Restricted Portion of the Website.
Enhanced Due Diligence - shall have the meaning as given in clause 11.
Exchange - means the secondary market operated by InvestaX
FATF -shall have the meaning as given in clause 7.
Fork - shall have the meaning as given in clause 32.
Funds - means fiat currency representing either Singapore dollars or US dollars.
Fundraising Period - shall have the meaning as given in clause 15.
Indicative Eligibility Criteria - means the eligibility criteria for the Issuer displayed on the Website.
Intermediary Investor - means an Investor which has opened an intermediary trading account on InvestaX to trade on behalf of its customers and whose trading account is valid and subsisting (whether or not suspended) and includes an institutional investor as defined under the SFA.
InvestaX Parties - shall have the meaning as given in clause 36.
InvestaX Platform – comprises the InvestaX Primary Platform and includes the Website and Services offered on the platform.
InvestaX Primary Platform - means the online investment platform operated by InvestaX to facilitate fundraising for Deals.
IX Exchange - means the online trading platform for Digital Securities operated by InvestaX
Investment - means an investment in the Digital Securities offered by an Issuer through the InvestaX Primary Platform.
Investor - means an Approved Registered User who has been authorised to view the Restricted Portion of the Website.
Investor Registration Data shall have the meaning as given in clause 7.
Issuer Registration Data - shall have the meaning as given in clause 9.
Issuer - means an Approved Registered User that is approved to list a Deal on the Restricted Portion of the Website and includes any Issuer Obligors.
Issuer Obligors - means where the offeror of the Security Tokens is a person other than the Issuer, such person; (i) in relation to a submission of a Deal for compliance with the Eligibility Criteria, the person requesting admission, if that person is not the Issuer of the Security Tokens; (ii) the guarantor for any obligations in respect of the Security Tokens, if any; (iii) for asset-backed securities, any person whose assets the Issuer of the Security Tokens has recourse against; and (iv) each person not falling within any of the previous paragraphs any authorised representative of the Issuer.
KYC/AML - shall have the meaning as given in clause 7.
Linked Site - shall have the meaning as given in clause 29.
Listing Date - means the date specified by InvestaX on which the Issuer lists a Deal on Restricted Portion of the Website.
New Asset - shall have the meaning as given in clause 32.
Non-Disclosure Agreement - means the agreement available on the InvestaX Primary Platform to be executed between the Issuer and Investor setting out the confidentiality terms and conditions that will apply to the Investor in relation to a Deal.
Previous Asset - shall have the meaning as given in clause 32.
Registration Data - means data comprising of Issuer Registration Data and Investor Registration Data.
Registered User - means any person who has created an Account but is not yet an Approved Registered User.
Relevant Investor -means any Investor who is approved by the Issuer to invest in a particular Deal.
Restricted Portion -means the section of the Website that can only be accessed by an approved Issuer and Investor.
Securities Custodian - means the licensed digital asset custodian holding Security Tokens for the benefit of Investors.
Self Custody - shall have the meaning as given in clause 14.
Site Content - shall have the meaning given in clause 27.
SIAC Rules - shall have the meaning given in clause 45.
Site Metrics - shall have the meaning given in clause 26.
Third Party Content - shall have the meaning as given in clause 35.
Third Party Custody - shall have the meaning as given in clause 14.
Third Party IP - shall have the meaning as given in clause 27.
Third Party Service Providers - shall have the meaning as given in clause 20.
Trademark - shall have the meaning as given in clause 27.
Trust Account - shall have the meaning as given in clause 13.
User Content - shall have the meaning as given in clause 25.
User - means any non-Registered User that accesses the Website and who has not created an Account on the InvestaX Platform.
User-to User Dispute - shall have the meaning as given in clause 37.
Virtual Account Fees- shall have the meaning as given in the Virtual Account Fee Schedule published on the Website.
Website - means www.investax.io
You - means any person accessing or using the Website and or any Services. References herein to “you” could either be a natural person who is acting in his or her own individual capacity and/or on behalf of a legal person, a firm, a body corporate, an unincorporated association, or an authority and such entities’ legal successors, and references to “yours” and “your” shall be construed accordingly.
04. Updating Website
The Website is owned and operated by InvestaX and is a marketplace for Issuers looking to raise capital and Investors looking for opportunities in private markets space. Issuers may be approved by InvestaX to list their Deal in which they offer Investors an opportunity to invest in Digital Securities. InvestaX provides Services to facilitate Investments and helps Investors track their Investment transaction history.
05. Restricted Portion Of The Website
While you can visit our Website and review a range of information related to InvestaX or past Deals offered on the Website, in order to access the Restricted Portion of the Website, a User must first create an Account and become an Approved Registered User . Thus, the Restricted Portions of our Website may not be available in all jurisdictions or to all Users. We reserve the right, at our sole discretion, to refuse or reject a Registered User to view the Restricted Portion. Participation in any particular Deal will be subject to the specific offering terms of a Deal, therefore, not all Investors may be permitted to participate in the Deals available on our Website. We make no representation or warranty that the potential transaction you have identified will take place, or that if it takes place that you will be allowed to participate.
06. Eligibility For Investor
The securities laws applicable to private company finance are complicated and unclear in many jurisdictions, but are intended to protect unsophisticated people from making bad investments. Our Website is intended for “accredited investors” and “institutional investors” (as defined under the SFA) who are 18 years of age or above, who understand risk and are willing to bear the consequences, which may involve losing your entire investment. InvestaX may, in its sole discretion and without liability, refuse to offer the Services to any person or entity and change its eligibility criteria at any time. If you are a natural person, you represent and warrant that you are 18 or older and understand the risks associated with investing through the Website. If you are using the Website and/or Services on behalf of a legal entity, you represent and warrant that you have the right/authority to enter into such agreements on behalf of such legal entity. If you create an Account on our Website, you may have to submit documents to show that you have the authority to enter into agreements on behalf of a legal entity. Furthermore, you represent and warrant that all information you submit to InvestaX is true and accurate. Notwithstanding the foregoing, if you reside in a state, country or other jurisdiction that requires a higher minimum age or criteria for your use of the Website or participation in our Services, you must comply with the applicable law in that jurisdiction. The Website and Services are not directed or intended for any person who is a citizen, or resident of or located in any jurisdiction where the use of the Website or Services would be unlawful or contrary to applicable laws and regulation.
07. Investor Profile
To become an Investor, a Registered User will have to create a profile, fill out the requisite forms, provide personal, financial, tax information and certify that he/she is an “accredited investor” or an “institutional investor” under the SFA (collectively “Investor Registration Data”) and complete the customer due diligence process which is required by InvestaX to comply with its obligations under applicable anti-money laundering, counter-terrorist financing, anti-proliferation financing, anti-bribery and sanctions laws, rules and regulations (collectively “KYC/AML”). For security purposes, you will also be required to set up a 2FA before you submit the profile. Upon the successful completion by a Registered User of all the above steps as determined by InvestaX, InvestaX shall, at its sole discretion, approve an Investor profile and permit access to the Restricted Portion of the Website.
An Investor shall (a) maintain the security of their password and identification; (b) maintain and promptly update the Investor Registration Data, and any other information you provide to us as an Investor ; and (c) be fully responsible for all use of the Investor’s Account and for any actions that take place using the Account.
An Investor who is an Intermediary Investor: (a) must be a corporation as defined under the Singapore Companies Act (Cap. 50); (b) must be a licensed entity in a non-prohibited Financial Action Task Force (“FATF”) jurisdiction; (c)must have directors and key management personnel with sufficient and satisfactory experience of at least three years in the line of business and industry, including other fit and proper criteria; (d) possess a good track record of business conduct (if applicable).
Investors may also be required to provide additional and/or supplemental information in the future upon our request. You assume all risks associated with your information, including reliance on its quality, accuracy or reliability by any other person or entity. Please keep in mind that we will treat anyone who uses your username and password as “you,” therefore, we recommend that you change your username and password from time to time and maintain your username and password in confidence, and that you refrain from disclosing this information to anyone. We also ask that you notify us immediately at email@example.com if you suspect that your username or password has been misappropriated or your account has been compromised. You can terminate your account registration any time by contacting us at firstname.lastname@example.org.
08. Eligibility For Issuer
The current Indicative Eligibility Criteria for an Issuer is available for viewing on the Website. The Indicative Eligibility Criteria is not exhaustive and InvestaX may impose additional requirements via any agreement entered into between InvestaX and Issuer. Compliance with the Indicative Eligibility Criteria may not of itself ensure the suitability of the Deal for listing on the Website. Prospective Issuers, and in particular new issuers, are therefore encouraged to contact InvestaX or submit an Application to seek informal and confidential guidance as to the eligibility of a proposed Deal for listing at the earliest possible opportunity. At the time of reviewing an Application, InvestaX may assess if the Issuer or Issuer Obligors fulfill the Indicative Eligibility Criteria either alone or in combination. InvestaX may approve applications for listing the Deal on the Website unconditionally or subject to condition(s), or may reject applications for listing, as it thinks appropriate. InvestaX also reserves the right to vary any such condition(s) or impose additional conditions. While the size of an Issuer is important, greater emphasis is placed on factors such as the integrity of the management and controlling shareholders, an Issuer’s relative stability, its reputation and the quality of the Deal set out in the Application submitted by the Issuer; InvestaX has absolute discretion at any time to (i) modify the Indicative Eligibility Criteria; (ii) consider all relevant circumstances in determining whether a Issuer satisfies the Indicative Eligibility Criteria in respect of a Deal project and (iii) waive compliance with all or any requirements mentioned in the Indicative Eligibility Criteria.
09. Issuer Profile
To become an Issuer, a Registered User will have to submit an Application and provide certain information in relation to the Deal, your affiliates, business structure etc. Once you have submitted the Application, our team will get in touch with you to understand your requirements and details of issuance.
Additionally, you will also be required to create an Issuer profile on the InvestaX Primary Platform, fill out the requisite forms, provide personal, financial, tax information (collectively “Issuer Registration Data”) and complete the KYC/AML process. For security purposes, you will also be required to set up a 2FA before you submit the profile. InvestaX may, at its sole discretion, approve an Issuer profile, and thereafter the Issuer can access the Restricted Portion on the Website wherein the Issuer will be able to create, manage and upload details relating to a Deal. Upon approval, an Issuer will be required to enter into an Engagement Agreement with InvestaX.
10. Verification Of Registration Data
Upon creation of an Account, and from time to time thereafter, the Registration Data you submit for registering with us will be subject to verification, screening and monitoring, including, but not limited to, validation against third-party public and private databases or the verification of identity documents or any official government or legal documents confirming your identity, your address, your source of funds and your ability to act on behalf of your company, verification of corporate appointments and directorships. You authorise InvestaX, directly (or through third parties), to conduct any verification necessary to establish your identity, your location, and confirm your ownership of your email address or financial account(s), subject to applicable law.
11. Enhanced Due Diligence
We may require you to submit additional information, documents, records about yourself or your company or fund or provide information about your key management personnel, beneficial owners, directors (collectively, "Enhanced Due Diligence"). We may charge you fees for such Enhanced Due Diligence although we will provide you with prior notice.
12. Fees And Payments
We do not charge Investors any Account creation fees or any other fees to use the Services available on the Website except the any applicable gas fee(s) related to any blockchain transaction(s) and the Third Party Custody Fee (defined below) in respect of any Security Tokens. InvestaX charges the Issuers a capital raising fee on the total funds raised. Other fees which may be imposed on the Issuers include issuance fees for Security Tokens, consulting fees, tech maintenance fee, administration and corporate services fees, listing fee, marketing fee, due diligence fees, advisory fees and any other fees to be determined on a deal per deal basis in accordance with the level of Services required by the Issuers, and the terms of which will be documented in the Engagement Agreement between InvestaX and the Issuer.
13. Approved Registered User Monies
All Approved Registered Users monies are held by InvestaX in a trust account (“Trust Account”) maintained with a bank appointed by InvestaX for this purpose (“Bank”). All Approved Registered User monies received by InvestaX shall be held by it as trustee, segregated from its own assets. All such monies shall not form part of the assets of InvestaX for insolvency or winding-up purposes but shall be promptly returned to the Relevant Investor in the event of a winding-up, bankruptcy, or upon the appointment of a provisional liquidator.
A Relevant Investor is required to pre-fund/transfer the investment amount through wire transfer or any other banking channels into the account tagged to such Relevant Investor. The funds of the Relevant Investor shall be kept on hold in the Trust Account until the Closing Date. In the event that the Deal does not progress or for any reason the Deal is cancelled by the Issuer, the hold shall be released and such funds shall again become available to the Relevant Investor. If the Deal is fully funded, then on the Closing Date the funds committed by the Relevant Investor shall be transferred to the Issuer without any interest and after deduction of all fee(s) payable to InvestaX, if any.
Investors can choose to pre-fund their deposit account either in Singapore Dollars or US Dollars. Depending upon the currency chosen by an Investor, the relevant currency account is tagged to the Investor. InvestaX may charge a withdrawal fee on any withdrawal by an Investor from its deposit account at the rate notified to the Investor from time to time.
InvestaX has currently appointed The Hong Kong and Shanghai Banking Corporation Limited (with its registered address at 10 Marina Boulevard, Marina Bay Financial Centre, Tower 2 Level 48 Singapore 018983) as the Bank pursuant to an agreement entered into between InvestaX and the Bank. Under that agreement, the Trust Account is a master account maintained by the Bank as a trust account pursuant to its obligations under the SFA; and (i) all moneys deposited in the Trust Account are held on trust for InvestaX’s customers and the Bank cannot exercise any right of set-off against the moneys for any debt owed by InvestaX to the Bank; and (ii) the Trust Account is designated as a customer's account, which shall be distinguished and maintained separately from any other account in which InvestaX deposits its own moneys.
14. Investor Assets - Custody Provisions
Investors understand that when making an Investment into a Deal listed on the InvestaX Primary Platform, their Security Tokens could be held in custody by them either (i) directly; in a digital wallet set up and used by the Investor independently of its Agreement with InvestaX (“Self Custody”), or (ii) through a segregated custody account provided by a third party custodian (“Third Party Custody”). An Investor may either choose Self Custody or Third Party Custody. InvestaX may screen the digital wallet addresses provided by an Investor for Self Custody. Only a whitelisted digital wallet can be used for Self Custody.
To provide Third Party Custody, InvestaX has entered into certain arrangements with a licenced Securities Custodian. Investors will also have to acknowledge and agree to a Custody Agreement. If an Investor wishes to avail of Third Party Custody services provided on InvestaX Platform, the Investor will have to pay the standard custody fees at the rate notified by InvestaX, from time to time.
The Third Party Custody services provided by the Securities Custodian will allow each Investor to hold their Security Tokens in a segregated custody wallet of such Investor with the Securities Custodian and to withdraw supported Security Tokens from the Investor’s segregated custodial wallet, in each case, pursuant to instructions that the Investor provides the Securities Custodian through InvestaX (each such transaction is a "Custody Transaction"). The Security Tokens are held in custody pursuant to the Custody Agreement. The Securities Custodian is the legal owner of the Security Tokens and holds it for the benefit of the Relevant Investors. InvestaX is only an intermediary between the Securities Custodian and Relevant Investor and is hereby authorized by the Relevant Investor to give all directions, instructions notices, requests, instructions, and undertake any administrative functions any other communications is respect of the Security Tokens custodized with the Securities Custodian.
The Securities Custodian does not provide investment, tax, or legal advice, nor does it broker transactions. The Relevant Investors acknowledge that the Securities Custodian has not provided and will not provide any advice, guidance or recommendations to the Relevant Investors with regard to the suitability or value of any Digital Securities. All deposit and withdrawal transactions are executed based on the instructions given by InvestaX on behalf of the Relevant Investor and Relevant Investor is solely responsible for determining whether any investment, investment strategy, or related transaction involving the Security Tokens or any digital assets is appropriate for the Relevant Investor based on its own investment objectives, financial circumstances, and risk tolerance.
InvestaX reserves the right to appoint a different entity as the Securities Custodian subject to such entity being qualified and eligible to deliver the custody services that are necessary and/or incidental to the Security Tokens without the need for any consent, authorisation or further act from the Relevant Investor. InvestaX shall notify each Relevant Investor of any new Securities Custodian.
15. Deals And Investment Process
All Users can access general information, but only Registered Users can access the educational sections of the Website. Investors can access the Restricted Portion of the Website including live Deals page, investment documents, and make investments. An Investor can also see details about a Deal such as the offering memorandum, business plans and financial forecast before making an investment decision with respect to a Deal.
InvestaX conducts due diligence on the Issuer and the Deal prior to listing. Issuer due diligence includes, but is not limited to, KYC/AML checks on the Issuer company and its beneficial owners, good standing status, litigation matters, applicable licenses, statutory records of the Issuer company, corporate registry profile for the Issuer. Deal due diligence includes, but is not limited to, review of Deal offering documents (e.g. private placement memorandum or investment memorandum), project financials, marketing and sales information, investment structure and any underlying supporting documents. We shall not be held liable for any errors, omissions, or any inaccurate, misleading or false information provided by any Issuer. Investors should make their own determination of the accuracy, adequacy, completeness and reliability of the information and materials available on the Website, and perform their own due diligence and seek advice from an independent legal, tax or financial advisor, where necessary, to determine the suitability and appropriateness of an investment prior to making an investment decision. InvestaX’s approval of a Deal for publication on the Restricted Portion of the Website does not constitute its endorsement of any statements, opinion or recommendations made in the Deal by the Issuers who have submitted it. Deals are made available on the Restricted Portion of the Website for the Investors to evaluate and they may be required to sign a Non Disclosure Agreement prior to viewing the documents related to any Deal.
Subject to InvestaX’s approval in each case, which approval shall be in InvestaX’s sole discretion, an Issuer may start fundraising for a Deal on the Website. The details of the Deal are meant for the Investor’s information and InvestaX does not provide any warranty as to the accuracy, truth and completeness of an Issuer’s Deal. InvestaX may also undertake (which may include social media reach-outs, reach-outs to targeted investors, marketing campaigns like ask-me-anything sessions etc.) on behalf of the Issuer. An Investor may make an offer in respect of a Deal and such offer shall be subject to the approval of the Issuer. All Deals are open on the Website for a maximum period i.e. from Listing Date to Closing date (“Fundraising Period”) which are specified by the Issuer on the Website. However, if the funds are raised before the Closing Date the Issuer may choose to close the Deal at its sole discretion. Investors may put in their offers for a Deal by specifying the number of Security Tokens, the purchase amount and the custody solution they would like. In the event that the offer is accepted by the Issuer, the Relevant Investors may be required to sign a subscription document and any other document to complete the investment. On the Closing Date, InvestaX shall release the funds to the Issuer and the Security Tokens would be transferred to the digital wallet of the Investor for either self Custody or to the Third Party Custody as opted by the Investor.
InvestaX will use commercially reasonable efforts to ensure that Issuers provide regular updates to the Relevant Investors regarding any ongoing Deals. In the event of a default on a Deal, InvestaX will continue to facilitate communications between the Relevant Investors and Issuers and assist Relevant Investors with different recovery options, provided; however, all costs (if any) in connection with any such recovery efforts shall be borne by the Relevant Investors.
Issuers are obligated to provide ongoing administration and communicate directly with the Relevant Investors who have invested into their Deals in the event of cessation of the InvestaX business. All Registered Users will have the opportunity to download all documents and files stored on the InvestaX Platform and will be provided adequate notice prior to cessation of business.
Any decision to invest in a Deal is solely the decision of the Investor. Under no circumstances shall InvestaX be involved in or liable for the non-payment of any investment amount by any Relevant Investor or for any settlement process. InvestaX accepts no responsibility for any failure by an Investor to successfully make a specific investment as a result of any incorrect or incomplete payment submitted by the Investor or any non-receipt of committed funds into the virtual account during the Funding Period (for example, where funds are sent by bank wire transfer and do not arrive in time). Any funds committed pursuant to a Deal that arrive in the Investor’s account after the end of the Funding Period will be returned. No interest will be payable on any amounts held in the account.
Any funds paid into a Trust Account by an Investor by bank wire transfer and subsequently returned or withdrawn, will be repaid to the same bank account from which they were originally sent.
16. Secondary Exchange
InvestaX operates IX Exchange, a platform which allows the secondary trading of Digital Securities, in the MAS sandbox. You acknowledge that in order to be eligible to access the IX Exchange you must be an Approved Registered User. You are responsible for complying with such laws and regulations that apply to you in your jurisdiction of incorporation or residence. Once you have been approved as either an Issuer or an Investor, you will be provided access to both the Restricted Section of the Website as well as the IX Exchange and you can toggle between the two sections. In respect of your access to and use of IX Exchange, you confirm the following:
A. You acknowledge that you are fully aware of the risks involved in buying and selling Digital Securities. You should not use the IX Exchange if you do not understand the risks of trading in Digital Securities. Any use of IX Exchange is at your own risk;
B. You acknowledge that you are responsible for undertaking your own independent investigation and assessment of all investments and your own independent verification of any information provided through IX Exchange;
C. You may be required to agree to certain disclosures before accessing the IX Exchange.
D. You acknowledge you have made all necessary inquiries with respect to such investments, including the nature and objective of the investments, the key benefits and risks of the investments, the key rights with respect to the investments, the ease of converting the investments to cash, the commitment required in respect of the investments, the pricing of the Digital Securities, the fees and charges to be borne by you, and any applicable charges or restrictions on withdrawal, surrender or redemption of Digital Securities;
E. You assume the risks of such investments and to the extent appropriate, have consulted your own tax, legal and other advisers;
F. InvestaX shall not be liable for any loss, damage or liability which the Investor may incur in respect of any transactions entered into through IX Exchange; and
G. You acknowledge that IX Exchange is dependent on the availability of telecommunication and internet access. You accept the risk of any failure of access to an internet network due to local, hardware and/or software issues. You acknowledge and agree that InvestaX shall not be responsible for any communication failures, technical disruption, errors, or delays you may experience when you trade on the IX Exchange, howsoever caused.
I. To understand how the IX Exchange works please reach out to us at email@example.com
17. Termination Of User Account
18. International Investors
We currently do not accept U.S. investors. Other international investors are permitted access to the investment opportunities on the InvestaX Primary Platform insofar as such access does not violate the law of their country of residence. Our Services and Restricted Portion of the Website that relate to the viewing of actual/live Deal may not be used by any person or entity in any jurisdiction where the provision or use thereof would be contrary to applicable laws, rules or regulations of any governmental authority or where InvestaX or one of its partner entities is not authorized to provide such information or services. We also reserve the right to deny access to anyone, including, but not limited to, those Users who use proxy servers and/or IP addresses residing in certain geographical areas.
19. U.S. And Un Economic Sanctions
You represent that you, or the organization for which you are acting as an authorized person, have not been designated by the U.S. Department of Treasury’s Office of Foreign Assets Control (“OFAC”) or the United Nations (“UN”) as a Specially Designated National or Blocked Person. You have no reason to believe that you would be considered a Blocked Person by OFAC or the UN, and you do not reside in a country that is subject to OFAC or UN sanctions. You also represent that you are not employed by or acting as an agent of any government, government-controlled entity or government corporation restricted under OFAC or the UN sanctions regimes.
20. Third Party Service Provider
21. No Professional Advice Provided
Although InvestaX is an exempt financial advisor for providing advice on units in CIS, InvestaX does not provide any financial, legal, tax or investment advice or any form of recommendation regarding the suitability or quality of any Deal on the Website, and nothing on the Website or the information provided in connection with any Deal will be construed or interpreted as such. Investment overviews on the Website contain summaries of the purpose and principal business terms of the Deal. Such summaries are intended for informational purposes only and do not purport to be complete, and each is qualified in its entirety by any accompanying investment offering documents provided by the Issuer in relation to such Deal. All investment terms are set by the Issuers. InvestaX does not make any warranty as to the completeness or accuracy of any information provided by Issuers. The information contained in such investment offering documents and all information contained in the Website have been prepared without reference to any particular Investor’s investment requirements or financial situation, and potential Investors should consult with their own professional tax, legal and financial advisors before making any investment. Neither InvestaX nor its affiliates or subsidiaries shall be regarded as advising on the suitability of any Deal presented on the Website.
Though there is no restriction on the amount you can invest on the InvestaX Primary Platform, if you are a qualified accredited or institutional investor, you should NOT invest more money than you can afford to lose.
22. Security Tokens Risk
Every investment carries risk. You acknowledge and agree that you may lose your entire investment. We shall not be liable for any losses, damages, costs, liabilities, expenses incurred by you as a result of our Services or for your failure to understand the Digital Securities market. We are only providing you an online investment platform and we make no representation, warranties concerning the value, stability, liquidity or legality of any such Security Token offerings in any jurisdiction.
You acknowledge the following risks associated to your use of the Website and/or the Services:
- the risk of losing the entire investment amount;
- the risk of change in legal or regulatory landscape at national and international level which affects investing in Digital Securities;
- the risk of Security Tokens being stolen, lost etc.;
- the risk of private keys in respect of digital wallets getting lost or stolen;
- the risk of fraudulent, cybersecurity attacks which may lead to loss of Security Tokens and digital wallets.
23. Code Of Conduct
Our Website may provide data concerning blogs, chat rooms, message boards, email services, and other services that allow you to interact with other Registered Users. Whether you are a visitor or a User or a Registered User, as a condition to your use of the Website and the Services, you agree to the following “Code of Conduct”.
You may NOT:
- upload, post, email, or otherwise transmit any images or other content that are unlawful, obscene, harmful, hateful, invade the privacy of any third party, contain nudity or pornography, or are otherwise objectionable;
- use this Website in any way that is unlawful, harms InvestaX’s business, InvestaX’s service providers, licensors, representatives or any other user or breaches any policy or notice on the Website;
- use the Service in any manner that could damage, disable, overburden, or impair the Service, or interfere with any other party’s use and enjoyment of the Service;
- modify, adapt, translate, or reverse engineer any portion of the Website;
- advertise, solicit any User to buy or sell any products or services through the Website;
- attempt to gain unauthorized access to the Website, the Service, or the computer systems or networks connected to the Service through hacking, password mining or any other means;
- create user accounts by automated means or under false or fraudulent pretenses; transmit any viruses, worms, defects, Trojan horses, or any items of a destructive nature to or through the Website or Service;
- defame, abuse, harass, stalk, threaten or otherwise violate the legal rights (such as rights of privacy and publicity) of others;
- upload, post, email or transmit, or otherwise make available through the Website or Service any content that infringes any patent, trademark, copyright, trade secret or other proprietary right of any party, unless you are the owner of such rights or have the permission of the owner to post such content;
- upload, post, email or transmit, or otherwise make available through the Website or Service any materials that promote pyramid schemes, chain letters or disruptive commercial messages or advertisements, or anything else prohibited by law;
- run mail list, Listserv, or any form of auto-responder or “spam” on the Website or Service;
- use manual or automated software, devices, or other processes to “crawl” or “spider” any page of the Website, including to engage in the practices of “screen scraping,” “database scraping” or any other activity with the purpose of obtaining content or other information;
- interfere or attempt to interfere with the proper working of the Website or Service or any activities conducted on the Website, including to utilize framing or mirroring techniques to enclose any content or other proprietary information, place pop-up windows over the Website pages, or otherwise affect the display of the Website pages;
- download any file posted by another user of InvestaX, a Website that you know, or reasonably should know, cannot be legally distributed in such manner; impersonate another person or entity, or falsify or delete any author attributions, legal or other proper notices or proprietary designations or labels of the origin or source of any materials;
- remove any copyright, trademark or other proprietary rights notices contained in or on the Website or Service;
- use any robot, spider, site search/retrieval application, or other device to retrieve or index any portion of the Website or Service or collect information about its Users for any unauthorized purpose;
- promote or provide instructional information about illegal activities or promote physical harm or injury against any group or individual;
- use the Service for any commercial purpose whatsoever other than for your personal use, including (without limitation) soliciting other users for investments of any kind, offering or selling any products or services of any kind, and making investment recommendations to other users.
24. Non Circumvention
25. User Participation
Grant of License. By posting User Content to any part of the Website, you automatically grant, and you represent and warrant that you have the right to grant, to InvestaX a royalty-free, irrevocable, perpetual, non-exclusive, transferable, fully paid, worldwide license (with the right to sublicense) to use, copy, publicly perform, publicly display, reformat, translate, excerpt (in whole or in part), distribute and put to commercial and other uses such User Content for any purpose on or in connection with the Website or the promotion thereof, to prepare derivative works of, or incorporate into other works, such User Content, and to grant and authorize sublicenses of the foregoing. You may remove your User Content from the Website at any time. If you choose to remove your User Content, the license granted above will not expire. No compensation will be paid with respect to our use of your User Content under this grant. By posting User Content on our Website, you are also granting all Registered Users of the Website the same license provided above.
26. Monitoring And Revocation Of User Privileges
27. Intellectual Property Rights
InvestaX Intellectual Property Rights. InvestaX and its licensors (where applicable) hold intellectual property rights with respect to the Website and the Services, and retain all right, title and interest in and to, including but not limited to the following: (i) all InvestaX logos, tag lines, trademarks, and other indications of source and quality (whether registered or protected under “common law”) (collectively, “Trademarks”); (ii) all content available or through the Website (other than User Content as defined below), including but not limited to databases, data, documents, designs, text, graphics, pictures, video, information, software, music, sound, underlying source code, code repositories and other files, and their selection and arrangement (“Site Content“); (iii) InvestaX Platform, processes and the technology that powers the Website and is made available to use from the Website (items (i) – (iii) are collectively referred to as “InvestaX IP”). Rights in other marks, logos and content which appear on the Website are reserved to the owners thereof (“Third Party IP”). The stylised logo of InvestaX ® is a registered trademark of InvestaX. Nothing on this Website should be construed as granting by implication, estoppel or otherwise, any license or right to use any marks or logos without the written consent of InvestaX or the applicable trademark owner.
Any Registered User that uploads any User Content represents that it has the legal right to do so without infringing the intellectual property rights of any other person, and grants a royalty-free, unlimited duration, irrevocable licence to display and distribute such User Content on the Website and to make use of the content in any manner InvetsaX or its affiliates and subsidiaries considers appropriate, in its absolute discretion.
Users Right to Access Services. You shall not modify, copy, distribute, reverse engineer, reproduce, republish, display, transmit, decompile, create derivative works from, transfer or sell in any form or by any means, in whole or in part, without our prior written permission, the Website or the Services or any InvestaX IP, except that, if you are eligible for use of the Website, you are granted the right to access and use the Website and to download or print a copy of any portion of the Site Content solely for your personal use and in connection with your participation with the Services. You may not republish Site Content on any internet, intranet or extranet site or incorporate the information in any other database or compilation, and any other use of the Site Content is strictly prohibited.
Any use of the Website or the Site Content other than as specifically authorized herein, without the prior written permission of InvestaX or the applicable third party, is strictly prohibited and will terminate the right granted herein. Such unauthorized use may also violate applicable laws including without limitation copyright and trademark laws and applicable regulations and statutes. All of InvestaX IP may not be used publicly except with express written permission from InvestaX, and may not be used in any manner that is likely to cause confusion among consumers, or in any manner that disparages or discredits InvestaX.
29. Linked Sites
30. Consent To Receive Emails & Correspondences
As a Registered User of the Website, you acknowledge and agree that we may send you email messages about our company, our services and Deals listed by Issuers. As a Registered User , you can deactivate your Account and be removed from our mailing list. You will also be given the opportunity to unsubscribe from commercial messages in any such email we send to you.
31. Electronic Transactions And Disclosures
Some of the Services we provide allow you to transact business online and electronically. As a Registered User, you consent to transact business with us online and electronically, provided that such transactions are permitted under applicable law in the jurisdiction where you reside. You also expressly consent to receiving calls and messages, including auto-dialed and pre-recorded message calls, and SMS messages (including text messages) from us, our affiliates, marketing partners, agents and others calling at their request or on their behalf, at any telephone numbers that you have provided or may provide in the future (including any cellular telephone numbers). Your cellular or mobile telephone provider will charge you according to the type of plan you carry.
Your consent will remain in effect for so long as you are a Registered User and, if you are no longer a Registered User, will continue until such time as all Disclosures relevant to transactions that occurred while you were a Registered User have been made. You may not withdraw such consent as long as you have any outstanding investments made through the Website. If you have no outstanding investments made through the Website and wish to withdraw consent to doing business electronically, we will terminate your Account with us.
Software protocols governing a Digital Asset can experience sudden changes in operating rules that are outside InvestaX’s control (each change being a “Fork”). A Fork can have a material change on the operation, functionality, value or even name of a Digital Asset. If a Fork occurs, it may result in the creation of a new Digital Asset (“New Asset”) which is related to an existing Digital Asset (“Previous Asset”). Therefore, Forks may result in multiple versions of a Digital Asset and each version could have a very different, and possibly lower, value than before the Fork.
If a Fork occurs, each User understands, acknowledges and agrees that InvestaX may temporarily suspend the operations of the InvestaX Platform while InvestaX determines, in its sole and absolute discretion, whether to support the New Asset, the Previous Asset, or both, and InvestaX shall have the right to continue such suspension for such length of time as InvestaX deems necessary to make such a determination.
InvestaX may, in its sole and absolute discretion: (a) obtain and retain the New Asset as InvestaX’s own property; or (b) recall and burn Previous Assets and make the New Assets available to Users according to each User’s corresponding holdings of the Previous Asset at the time of the Fork, subject to the withholding and retention of reasonable compensation by InvestaX for the cost of making the New Assets available to Users (at InvestaX’s sole and absolute determination). For the avoidance of doubt, Users have no right to any New Asset.
Each User agrees that InvestaX is not responsible or liable to any User and any User shall hold InvestaX harmless in respect of any losses or damages (including lost profits) which may occur as the result of a change in the underlying software protocol of a Digital Asset, a Fork, InvestaX’s determination to support or not support any particular Fork or modified software protocol, and any suspension to the InvestaX Platform while InvestaX makes such determination.
33. User Disputes
You are solely responsible for your interactions with other Registered Users. We reserve the right, but have no obligation, to monitor disputes between you and other Registered Users.
We reserve the right to change any and all content contained in the Website and any Services offered through the Website at any time without notice. Reference to any products, services, processes or other information, by trade name, trademark, manufacturer, supplier or otherwise does not constitute or imply endorsement, sponsorship or recommendation thereof, or any affiliation therewith, by InvestaX.
Use of the Website in violation of applicable laws is expressly prohibited. You are solely responsible for verifying that your use of the Website and consummation of the transactions offered on the Website are permitted in the jurisdiction where you reside and comply with all applicable laws, regulations, orders and court decisions. If you are unsure of the legality in your jurisdiction, please consult legal counsel. When you access, register for or use the Website, you do so at your own risk.
InvestaX is not responsible for any loss caused by unauthorized use of any method of payment used in connection with the Website. Any attempt to defraud the Website or failure to honor legitimate charges or other commitments may in our discretion result in termination of your account, voiding of prior transactions, criminal and civil prosecution and any other remedy we choose to apply.
36. No Warranty; Limitation Of Liability
We do not guarantee the accuracy of any information posted on this Website, including the User Content or content provided by third parties (“Third Party Content”) and if you choose to rely on such information, you do so at your own risk. In addition, InvestaX cannot guarantee that the Website will be free from infection, viruses, worms, Trojan horses and/or other code that has contaminating or destructive properties. We are not responsible for the conduct, whether online or offline, of any User of the Website or Service. We cannot guarantee and do not promise any specific results (relating to investments or otherwise) from use of the Website and/or the Service. The Website and the Services may be temporarily unavailable from time to time for maintenance or other reasons. We assume no responsibility for any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction or unauthorized access to, or alteration of, User communications. We do not warrant the security of any information transmitted by you or to you through the Website. Without limiting the foregoing, under no circumstances shall InvestaX be held liable for any delay or failure in performance resulting directly or indirectly from acts of nature, forces or causes beyond its reasonable control, including without limitation, internet failures, computer failures and other equipment failures, electrical failures, strikes, labour disputes, riots, civil disturbances, fires, floods, storms, explosions, acts of God, war, disease or pandemics, governmental actions, or non-performance of third parties.
THE WEBSITE AND RELATED SERVICES ARE OFFERED ON AN “AS-IS” BASIS. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, INVESTAX MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, WITH RESPECT TO THE USE OF THIS SITE OR ANY INFORMATION POSTED ON OR SERVICES OBTAINED THROUGH THIS SITE. IN NO EVENT WILL INVESTAX, ITS AFFILIATES, EMPLOYEES, DIRECTORS, OFFICERS, SHAREHOLDERS OR REPRESENTATIVES BE LIABLE FOR ANY DAMAGES OR LOSSES OF ANY KIND WHATSOEVER, INCLUDING BUT NOT LIMITED TO CONSEQUENTIAL, SPECIAL OR PUNITIVE, INCIDENTAL, EXEMPLARY OR OTHER INDIRECT DAMAGES, OR LOSS OF INCOME, REVENUE, BUSINESS, LOST PROFITS OR OTHER ECONOMIC LOSS RESULTING TO YOU OR TO ANY THIRD PARTY DIRECTLY OR INDIRECTLY FROM ANY USE OF THIS WEBSITE OR THE SERVICES OR ANY OF THE WEBSITE CONTENT OR DEFECT IN THIS WEBSITE OR ANY INFORMATION CONTAINED IN THIS WEBSITE OR UNAVAILABILITY OR MALFUNCTION OF THE WEBSITE, EVEN IF INVESTAX HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, EXCEPT AS MAY BE REQUIRED BY APPLICABLE SECURITIES LAW OR OTHER LAWS, IN NO EVENT WILL INVESTAX OR ITS AFFILIATES’, DIRECTORS’, OFFICERS’, SHAREHOLDERS’, PARTNERS’, EMPLOYEES’, AGENTS’ BENEFICIARIES OR REPRESENTATIVES’ BE LIABLE TO YOU FOR DAMAGES OR LOSSES, REGARDLESS OF THE CAUSE OF ACTION, ARISING OUT OF OR RELATING TO YOUR USE OF THE WEBSITE OR THE SERVICES PROVIDED BY INVESTAX, EXCEED THE AMOUNT PAID BY YOU, IF ANY, FOR ACCESS TO OR USE OF THE WEBSITE OR ANY SERVICES PROVIDED IN CONNECTION THEREWITH, OR ONE HUNDRED DOLLARS (SGD$100.00), WHICHEVER IS MORE. UNDER NO CIRCUMSTANCES, INCLUDING BUT NOT LIMITED TO BREACH OF CONTRACT, TORT OR NEGLIGENCE, WILL INVESTAX BE LIABLE TO YOU FOR ANY OTHER AMOUNTS OR REMEDIES ARISING FROM DAMAGES YOU CLAIM RELATED TO YOUR USE OF THE WEBSITE OR THE SERVICES. BY USING THIS WEBSITE, YOU EXPRESSLY ASSUME ALL RISK RELATING TO THIS WEBSITE AND USE THEREOF, INCLUDING WITHOUT LIMITATION, THAT THE INFORMATION AND MATERIALS ON THIS WEBSITE MAY BE INCOMPLETE, INACCURATE, OUT-OF-DATE, OR MAY NOT MEET YOUR NEEDS OR REQUIREMENTS.
FURTHERMORE, YOU AGREE AND ACKNOWLEDGE THAT INVESTAX IS NOT AN ADVISOR AS TO TAX, FINANCIAL, BUSINESS, ACCOUNTING OR REGULATORY MATTERS IN ANY JURISDICTION. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, INVESTAX MAKES NO REPRESENTATION OR WARRANTIES REGARDING THE PLATFORM’S COMPLIANCE WITH ANY STATE, FEDERAL OR INTERNATIONAL SECURITIES LAWS FOR PRIVATE PLACEMENT OR SIMILAR SECURITIES OFFERINGS.
You agree to indemnify, defend and hold InvestaX, as well as InvestaX’s parents, subsidiaries, affiliates, any related companies, suppliers, licensors and partners, including the shareholders, officers, directors, employees, agents and representatives of each of them (collectively, “InvestaX Parties”) harmless from any and all claims, liability, damages , expenses and costs (including, but not limited to, attorneys’ fees) arising out of or relating to:
- your access to or use of this Website;
- your infringement, or the infringement by any third party using your account, of any intellectual property or other right of any person or entity; or
- the nature and content of all materials, information, data, statements and other visual, graphical, written communications of any nature submitted by you or otherwise processed through your Account.
InvestaX reserves the right to, but is not obligated to assume the exclusive defence and control of any matter for which you are required to indemnify InvestaX Parties, and you agree to cooperate with InvestaX’s defence of such claims. You agree not to settle any such matter without InvestaX prior written consent. InvestaX will use reasonable efforts to notify you of any such claim, action or proceeding when InvestaX becomes aware of it. Each of the InvestaX Parties is an express third party beneficiary of this indemnification provision, with full rights to enforce its terms.
38. Other Disputes
You are solely responsible for your interaction with other Registered Users (and Website visitors) that involve or arise from your relationship with them. Although InvestaX may monitor claims between you and other Registered Users (“User-to-User Dispute”), InvestaX has no obligation to become involved.
39. Business Continuity Plan
InvestaX shall have appropriate arrangements in place to ensure that it can continue to function and meet its regulatory obligations in the event of an unforeseen disruption. These arrangements shall be regularly updated and tested to ensure their effectiveness. InvestaX shall implement the following procedures to ensure the continuation or quick recovery of critical business functions in the event of an emergency:
- Employees shall work offsite and remain contactable at all times.
- InvestaX shall maintain back-up soft-copies of vital documents such as client agreements, AML documentation and investment agreements.
- InvestaX shall back-up its hard drives to an offsite central external storage.
40. No Waiver
We may sub-delegate or sub-contract or outsource the performance of any of our functions in connection with the Website.
44. English Translation
45. Governing Law
48. Entire Agreement
Please contact us at firstname.lastname@example.org for more information.
Last updated: 10 March 2023
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