The following terms of use (“General Terms”) govern your use and access of the site and linked pages, which are owned and operated by or on behalf of Shareable Assets Pte. Ltd (“SA”) (this “Site”) and all content or web pages thereunder, including the information, images, links, sounds, graphics, video, software, applications and other materials displayed or made available therein and the functionalities or services provided therein (collectively the “Material”). By accessing and/or using the Site or the Materials, you are indicating your acceptance and agreement to these General Terms below. If you do not accept these General Terms, you must stop using/accessing the Site and its Materials.

1. Guidelines to use the site:

You agree to comply with any and all the guidelines, notices, rules and policies pertaining to the use and/or access of the Site and/or its Materials, as well as any amendments to the aforementioned, issued by us, from time to time. We reserve the right to revise these guidelines, notices, rules and policies at any time and such changes will be published here and effective and binding on you upon publication.

1.1 Eligibility to use the site

  1. SA does not knowingly collect, either online or offline, personal information from persons under the age of thirteen. To be eligible to use the Site, you must be at least 18 years old.

1.2 Restricted activities

  1. You agree and undertake not to: (i) use or upload, in any way, any software or material that contains, or which you have reason to suspect that contains, viruses, damaging components, malicious code or harmful components which may impair or corrupt the Site’s data or the Platform Materials or damage or interfere with the operation of another user’s computer or mobile device or the Site; (ii) post, promote or transmit any materials or information through the Site which are or may be illegal, misleading, incomplete, erroneous, offensive, indecent, defamatory or which may not be lawfully disseminated under applicable laws or which is otherwise objectionable; (iii) use the Site other than in conformance with the acceptable use policies of any connected computer networks, any applicable Internet standards and any other applicable laws, or view, listen to, download, print or use the Platform Materials other than as allowed under applicable laws; or (iv) impersonate any person or entity or to falsely state or otherwise misrepresent your affiliation with any person or entity.

1.3 Restrictions on linking to, mirroring, and framing this site

  1. Unless otherwise stated and without Our prior written consent, You must not link (including, but not limited to, hyperlink, in line link or deep link) (collectively, “Link“), mirror, or frame this Site or any part thereof to any other web page, website, server, or otherwise. You must not use any of the IP Rights, particularly the trademarks, as part of a link to or from any site unless You obtain Our prior written approval.
  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 upon receiving such instructions. We may, but are not obliged to, disclose Our reasons for issuing such instructions.
  3. We hereby disclaim any and all liability and responsibility for the content available on any third party website that Links, mirrors or frames this Site or any part thereof. Under no circumstances do We acknowledge or affirm, expressly or implicitly, any association or affiliation in any manner whatsoever with any trademarks, trade names, service marks, logos, insignia or other devices used or appearing on third party websites that Link, mirror or frame this Site or any part thereof.

2. Privacy:

Your use of the site is subject to the SA Privacy Statement, which also governs the Site and informs users of our data collection practices.

3. Creating an account:

While any User can visit our Site and review a range of information related to SA or past projects offered on the Site, in order to access certain restricted pages of the Site that relate to the viewing of actual investment opportunities or to express an interest in investments offered therein (“Restricted Portion”), a User must first register on the Site and certify that he/she is either an eligible investor as per the Local Jurisdiction or an “accredited investor” as defined in Section 4A(1) of the Securities and Futures Act, Chapter 289 or an Institutional Investor. In general, to qualify as a Singapore Accredited Investor, individuals must have a net worth of over $2 million SGD (or its equivalent in a foreign currency) or financial assets (net of any related liabilities) exceed in value $1 million (or its equivalent in a foreign currency) or an annual income per individual of not less than $300,000 SGD (or its equivalent in a foreign currency) in the preceding 12 months. Thus, the Restricted Portions of our Services and the Site may not be available in all jurisdictions or to all Users such as terrorist financing, fraud, or any other financial crime)) pursuant to applicable laws and Issuer requirements for accreditation based on the information provided by you during the user registration process (“Verification Check(s)”). The results of Verification Checks may be used by SA, and as applicable, Issuers and their placement agents, to determine your eligibility to use our Services and participate in an Offering. SA may, but is under no obligation to re-confirm Verification Checks or independently review the results of any Verification Checks performed by third parties, and SA is not liable for any errors therein. You hereby consent and authorize SA to delegate the authorizations you provide to SA to Issuers and their placement agents, as well as SA Vendors, in each case, as SA deems necessary or desirable to provide the Services to you. You agree that the terms and conditions of the Agreement, including any of the other terms, conditions, warranty disclaimers and liability disclaimers incorporated into this Agreement, inure to the benefit of such SA Vendors and they are third party beneficiaries of this Agreement.

3.1 International Investors

  1. Other international investors are permitted access to the investment opportunities on our platform insofar as such access does not violate the law of their country of residence. Those who access or use our SA platform from other countries do so at their own volition and are responsible for compliance with local law.Our Services (and certain pages of the Site) that relate to the viewing of actual investment opportunities or to making investments in the securities offered therein may not be used by any person or entity in any jurisdiction where the provision or use thereof would be contrary to applicable laws, rules or regulations of any governmental authority or where SA 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.

3.2 U.S. and UN Economic Sanctions

  1. 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. By accessing and using SA, you confirm you are not a designated individual and/or entity or acting on behalf of designated individuals and/or entities.
  2. Not all registered Users will be permitted to participate in the investment offerings available on our Site. Your participation in a particular investment is subject to, among other things, demonstration to our satisfaction that you meet the legal requirements for participation, consent of relevant third parties, approval of the Offering Company, and execution of definitive documentation between you and the Offering Company. We make no representation or warranty that the potential transaction you have identified will take place, or that if it takes place that you will be allowed to participate.
  3. Before you become a Registered User, SA or its third party vendors (“SA Vendors”) will run identity verification and compliance checks (including without limitation, any checks we deem reasonably necessary to assess legal compliance (including the risk of your involvement in money laundering, , you represent and warrant that (a) you are not located in a country that is subject to a U.S. or Singapore Government embargo, or that has been designated by the Singapore or U.S. Government as a “State Sponsor of Terrorism”, and (b) you are not listed on any U.S. Government, Singapore Government and UN list of prohibited or restricted parties. You also will not use SA for any purpose prohibited by Singapore law or any law of your local residence, including the development, design, manufacture or production of missiles, nuclear, chemical or biological weapons.

3.3 Account Registration

  1. In consideration of your use of the Site and Services, you agree to (a) provide true, accurate, current and complete information about you as may be prompted by any registration forms (including, Accreditation, Investor Declaration and/or Know Your Customer forms) on the Site (“Registration Data“) or offline, which forms may vary depending on your country of residence; (b) maintain the security of your password and identification; (c) maintain and promptly update the Registration Data, and any other information you provide to us; and (d) be fully responsible for all use of your account and for any actions that take place using your account. You agree to accept responsibility for all activities that occur under your account or password. You may not assign or otherwise transfer your account to any other person or entity. You acknowledge that SA is not responsible for third party access to your account that results from theft or misappropriation of your account. You may also be required to provide additional and/or supplemental information in the future upon our request. Please keep in mind that we will treat anyone who uses your user name and password as “you,” therefore, we recommend that you maintain your user name and password in confidence, and that you refrain from disclosing this information to anyone. We also ask that you notify us immediately at if you suspect that your username and password has been misappropriated or your account has been compromised.

3.4 Blockchain Wallets

  1. During your use of the Services, you may elect to set up a blockchain wallet (“Wallet”) account with a blockchain wallet provider of your choice or any third party recommended by SA (“Wallet Provider”). You may use the Wallet only for the purpose of transacting in securities through the Service. You may not send any cryptocurrency, fiat currency, digital assets or unregulated securities to the Wallet. Your use of the Wallet will be subject to the terms of use agreement between you and such Wallet Provider.

3.5 Customer Monies Segregation

You also understand and agree that SA does not control and is not liable for any transactions made using the Wallet or your other accounts. All payment transmissions in connection with the Offering are handled through the designated customer monies account such that investors’ funds are not co-mingled with SA’s own funds:

  1. All monies are held on behalf of each investor in a deposit account with a bank in Singapore, licensed under the Banking Act.
  2. Deposits and fund settlements of investors are handled by an independent custodian/escrow service provider, responsible for supervising the safety of investors’ funds.
  3. All investment returns and any interest earned from deposit account held of behalf of each investor shall accrue to the investor.
  4. Running records of all transactions effected by the investor shall be provided in the registered investor’s account in SA platform, such that breakdown details of funds received from each investor and the dividends that are accrued and paid based on pro-rata share of the asset, are tracked against a projected yield that the registered user generally expects from having invested into the asset.
  5. Strong internal controls such as segregation of duties, verification and reconciliation of transactions ensure all moneys held on behalf of each investor in the segregated designated customer monies account are accurately accounted.
  6. In event of bankruptcy, the independent custodian/escrow service provider safeguarding the segregated designated customer monies account will verify to ensure that all money are returned to all investors.

4. Electronic Communication:

Visiting the Site, any issuer-specific webpage hosted by SA, or sending emails to SA constitutes electronic communications. You consent to receive electronic communications and you agree that all agreements, notices, disclosures, and other communications that we provide to you electronically, via email and on the Site, satisfy any legal requirement that such communications be in writing. We may also send you email messages about our company, our services and investment opportunities listed by Offering Companies. As a registered/ Subscribed 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.

4.1 Electronic Delivery of Communications:

  1. You agree and consent to receive electronically all communications, agreements, documents, notices, and disclosures (collectively, "Communications") that we provide in connection with your use of this Site including:
  2. Terms of use and policies you agree to (e.g., the SA Privacy Statement), including updates to these agreements or policies;
  3. Account details, history, transaction receipts, confirmations, and any other Account or transaction information;
  4. Legal, regulatory, and tax disclosures or statements we may be required to make available to you; and
  5. Responses to claims or customer support inquiries filed in connection with your use of this Site

5. Links to Third party Sites/ Third party Services:

The Site may contain links to third party websites ("Linked Sites"). The Linked Sites are not under the control of SA and SA is not responsible for the contents of any Linked Site, including without limitation any link contained in a Linked Site, or any changes or updates to a Linked Site. SA is providing these links to you only as a convenience, and the inclusion of any link does not imply endorsement by SA of the site or any association with its operators. You use all links in Non-SA Websites, and Non-SA Applications at your own risk. When you leave the SA Platform, our Agreement and policies no longer govern. You should review applicable agreement and policies, including privacy and data gathering practices, of any Non-SA Websites or Non-SA Applications, and should make whatever investigation you feel necessary or appropriate before proceeding with any transaction with any third party.

Certain services made available via the Site may be delivered by third party sites and organizations. By using any third-party product, service or functionality originating from the domain, you hereby acknowledge and consent that SA may share such information and data with any third party with whom SA has a contractual relationship to provide the requested product, service, or functionality on behalf of Site users and customers.

SA has no control over, or liability for, the delivery, quality, safety, legality, or any other aspect of any goods or services that you may purchase or sell to or from a third party (including other users of SA Services). SA is not responsible for ensuring that a buyer or a seller you may transact with will actually complete the transaction, or is authorized to do so. If you experience a problem with any goods or services purchased from, or sold to, a third party in connection with tokens transferred using the SA Services, or if you have a dispute with such third party, you must resolve the dispute directly with that third party. If you believe a third party has behaved in a fraudulent, misleading, or inappropriate manner, or if you cannot adequately resolve a dispute with a third party, you may notify SA Support at so that we may consider what action to take, if any.

6. Third party accounts and Right of Third Parties:

You may be able to connect your SA account to third-party accounts. By connecting your SA account to your third-party account, you acknowledge and agree that you are consenting to the continuous release of information about you to others (in accordance with your privacy settings on those third-party sites). If you do not want information about you to be shared in this manner, do not use this feature.

A person or entity who is not a party to the Conditions has no right under the Contracts (Rights of Third Parties) Act (Cap. 53B) or any similar legislation in any jurisdiction to enforce any term of the Conditions, regardless of whether such person or entity has been identified by name, as a member of a class, or as answering a particular description. For the avoidance of doubt, nothing in this provision affects the rights of any permitted assignee or transferee of the Conditions.

7. Investment Opportunities:

7.1 Investment Process

  1. Shareable Asset conducts due diligence on each Offering Company for debt structure (“Issuer DD”) and asset owner for equity structure (“Project DD”) prior to listing. Issuer and Project DD include, but not limited to, know-your-client (“KYC”), Anti-Money Laundering (“AML”) and Countering Financing of Terrorism (“CTF”) checks on the Offering Company/Asset Owner and its beneficial owners, good standing status, litigation matters, applicable licenses, statutory records of the Offering Company. Project DD includes, but not limited to, review of project offering documents, project financials, marketing and sales information, investment structure and any underlying supporting documents. We have made every effort to make sure that all the information provided by each Offering Company/ Asset Owner is true and accurate, however, we shall not be held liable for any intentional misrepresentation or fraud on the part of the Offering entity. Prospective investors should 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.
  2. Subject to Shareable Asset’s approval in each case, which approval shall be in Shareable Asset’s sole discretion, a fundraising campaign may be initiated by Shareable Asset on behalf of the Offering Entity. Shareable Asset does not guarantee that a campaign will be funded or successful, or that a fundraising campaign will remain open for funding for any guaranteed amount of time. A fundraising campaign may be terminated or cancelled at the discretion of the Offering Entity, or by Shareable Asset for violation of these Terms of Use or in connection with any other governing agreements between the Offering Entity and Shareable Asset, or for any reason and at any time by providing prior notice to the Offering Company.
  3. Shareable Asset will review a campaign’s progress with the intent that if the campaign warrants, Shareable Asset may at its discretion extend the campaign for additional time periods, which the extension shall commence concurrently from the initial listing date. In the event that Shareable Asset commence with the extension, it shall deliver notice to you in the form of electronic communications.
  4. The rental yield quoted on the asset listing is net of property service and management charges. However, as an Special Purpose Vehicle (SPV) will be incorporated to own the property, the SPV will incur incorporation expenses, audit fees, custodian/escrow agent fees, etc and is liable for corporate tax, if applicable. The SPV expenses and obligation costs will be deducted from the project's fundraised amount. The dividend to be distributed to investors will be net of these SPV expenses and obligations.
  5. The legal documents such as land title deed will take 2-3 months to process depending on jurisdictions.
  6. All investments are subject to customer due diligence (“CDD”) checks and onboarding, which include KYC, AML and CTF checks of prospective investors. We are required to obtain, verify and record information that identifies natural persons, legal entities and source of funds prior to allowing any prospective investors to invest into any project on the platform for the first time. You are deemed a “Customer” upon verification of your Registration Data and approval of your first investment into a project which was facilitated through the Shareable Asset platform. You may be required to update such information and any Registration Data prior to any subsequent investment. We reserve the right to investigate any suspicious transactions and to request documentation to confirm authenticity and accuracy of any information you provide to us. Your account may be rejected, restricted or closed if Shareable Asset cannot verify such required information. Any information you are required to provide Shareable Asset during the registration and approval process will be handled in accordance with the Privacy Statement.

7.1.1 Interpretation

Unless the context otherwise requires, the following words in SA Platform shall have the following meanings:

  1. Asset Price. Purchase price of the asset.
  2. Transaction Cost. Include stamp duty, SPV set-up fees and bank charges.
  3. Gross Yield. When guaranteed by developer, is the percentage of return over the purchase price of property. Purchase price of property excludes stamp duties and legal fees.
  4. Net Yield. Gross yield minus all charges incurred in maintaining the property, expenses incurred by SPV owning the property and government related charges.
  5. Platform Annual Fee. Annual administrative charges levied by SA.
  6. Escrow. Vistra CM Services Ptd. Ltd appointed for safeguarding the investors' funds.
  7. Legal. Solicitor as SA may designated for handling legal documentations.
  8. Operation. Asset owner or operator for managing the particular property asset.

7.2 Relationship to Customer

  1. Shareable Asset acts only as a facilitator with respect to communication and the fundraising process. Upon approval by the Offering Entity of an investment from a Customer, the Customer and the Offering Company shall execute definitive investment documents through the platform, and the Customer shall arrange for the transfer of funds to the SA designated customer monies account. The Offering entity shall have access to the funds collected from the investors through the SA designated customer monies account and shall be able to make withdrawals on the satisfying any pre-determined condition of the listing. Nothing contained herein shall constitute or be construed as creating any fiduciary, partnership, joint venture, agency or sales representative relationship between a User and Shareable Asset.
  2. Shareable Asset will use commercially reasonable efforts to ensure that Offering Companies provide regular updates to Customers regarding all ongoing projects. In the event of a default on a project, Shareable Asset will continue to facilitate communications between the relevant Customers and Offering Companies and assist Customers with different recovery options, provided; however, all costs (if any) in connection with any such recovery efforts shall be borne by the Customer, which costs shall be pre-approved by Customer.
  3. Offering Companies are obligated to provide ongoing administration and communication directly with the Customers who have invested into their projects in the event of cessation of the Shareable Asset business. All registered Users will have the opportunity to download all documents and files stored on the Shareable Asset Site and will be provided adequate notice prior to cessation of business.

7.3 No Professional Advice Provided

  1. Shareable Asset does not provide any financial, legal, tax or investment advice or any form of recommendation regarding the suitability or quality of any investments on the Site, and nothing on the Site or the information provided in connection with any offering will be construed or interpreted as such. Investment overviews on the Site contain summaries of the purpose and principal business terms of the investment opportunities. Such summaries are intended for informational purposes only and do not purport to be complete, and each is qualified in its entirety by any accompanying investment offering documents provided by and solely prepared by the Offering entity in relation to such investment opportunity. All investment terms are set by the Offering Entities. Shareable Asset does not make any warranty as to the completeness or accuracy of any information provided by Offering Companies. The information contained in such investment offering documents and all information contained in the Site have been prepared without reference to any particular investor’s investment requirements or financial situation, and potential investors should consult with their own professional tax, legal and financial advisors before making any investment.
  2. SA is not an issuer of securities. By providing its Services to you as a Registered User or Issuer, SA is not endorsing or recommending the Issuer’s securities, or the services of any broker or dealer. No aspect of the SA Platform is designed or intended to provide financial, legal, tax or investment advice or recommendations. You are solely responsible for determining whether any investment, investment strategy or related transaction is appropriate for you based on your personal investment objectives, financial circumstances and risk tolerance. You should consult your legal or tax professional about your investment goals. The availability of the SA Platform does not constitute an offer or an invitation to purchase securities in any jurisdiction in which such offer or invitation is not authorized or to any person to whom it is unlawful to make such offer or invitation. Users must inform themselves about such restrictions and are solely responsible for complying with the same.
  3. SA is not responsible for sustained casualties due to vulnerability or any kind of failure, abnormal behaviour of software (e.g., wallet, smart contract), blockchains or any other features of smart contracts. SA is not responsible for casualties due to late report by developers or representatives (or no report at all) of any issues with the blockchain including forks, technical node issues or any other issues that result in losses or damages.
  4. Nothing in this Agreement shall exclude or limit liability of either party for fraud, death or bodily injury caused by negligence, violation of laws, or any other activity that cannot be limited or excluded by legitimate means.
  5. Though there is no restriction on the amount you can invest on the Shareable Asset platform if you are a qualified accredited or institutional investor, you should NOT invest more money than you can afford to lose.

7.4 Conflicts Disclosure

  1. Where Shareable Asset considers, with reasonable confidence, that the arrangements in place to manage potential or actual conflicts of interest are not adequate to prevent material damage to the investors’ interest, Shareable Asset will disclose the general nature and/or sources of the conflict of interest to the investors in SA platform.

8. No Unlawful or Prohibited use of Intellectual Property Rights:

You are granted a non-exclusive, non-transferable, revocable license to access and use the Site strictly in accordance with these Terms. Including information provided by the Issuers or other third parties, all copyright, trademarks, and other forms of proprietary rights, whether registered or unregistered, in the Content and all Services available on this Site (the “IP Rights“) are owned by, licensed to, or controlled by Us and Our licensees. Protected Content includes, but is not limited to, any information about users of this Site, data, photographs, graphics, videos, illustrations, designs, trademarks, trade names, service marks, product names, logos, insignias or other devices, software programmes, downloadable files, software applications, interactive features, tools, services, and any other information or materials made available on or through this Site. The presentation and layout of the Content is also protected by copyright, trademarks, service marks, international treaties and other proprietary rights and laws of Singapore and other countries.

Any rights relating to the Content and this Site not expressly granted herein are reserved. Your access to and use of this Site in any manner whatsoever does not grant You a licence in respect of any of the IP Rights, nor any rights in or to the Content. You must not use the Content in any manner otherwise than in accordance with the Conditions and all applicable laws and regulations. In particular, You must not alter, modify, broadcast, publish, hyperlink, mirror, distribute, exchange, frame, sell, licence, display, create any work that is substantially based on, or otherwise copy, reproduce, share, store, re-use, or transmit the Content or any part thereof for commercial or personal use without obtaining Our prior written permission for the specific activity. No licence or right is granted to You by implication, estoppel or otherwise.

All other trademarks, trade names, service marks, product names and logos contained herein that are not owned by, licensed to, or controlled by Us are used in an editorial fashion only, with no intention of trademark or IP Rights infringement.

You hereby grant to Us a non-exclusive, world-wide, royalty-free, irrevocable licence and right to host, transmit, distribute or use (that includes the right to copy, reproduce and/or publish) the materials You upload onto this Site in connection with the operation of this Site and the provision of the Services.

9. User Conduct and Feedback on the Site:

You agree that you will not use this Site and/or the Services for any unlawful purpose. You agree not to misuse the Content and/or Services on the Site to abuse, harass, threaten, impersonate, or malign any other person or entity.

You must not interfere with or attempt to interrupt the proper operation of this Site and/or Services in any manner whatsoever, or access or attempt to access any data, information, passwords, files, or those parts of the Site and the Services that You are not authorised to access by hacking, scraping, data mining, or any other means.

You will not, and not permit any Representative of Yours whether by express knowledge or otherwise to, publish, post, transmit, transfer, distribute, or upload any content, data, information, and/or materials on or through this Site and/or the Services that:

  • a)You do not intend to honour;
  • b)is or may be a misrepresentation, false, indecent, misleading, incomplete, inaccurate, untruthful, defamatory, threatening, or invasive of another person’s privacy;
  • c)promotes or encourages, or may promote or encourage, illegal activity (including the breach of any financial regulatory licensing requirements);
  • d)may not be lawfully disseminated under applicable laws, regulations and/or codes of practice;
  • e)You know or have reason to suspect contains any viruses or damaging components which may detrimentally interfere with this Site and/or the Services;
  • f)is or may in any way constitute something inflammatory, provoking, harmful, abusive, sensitive, or offensive to another person or to a group of persons (whether because of race, ethnicity, nationality, gender, sexual orientation, religion, or otherwise); or
  • g)infringes the rights of any third party, including intellectual property rights

You may upload materials, including, without limitation, information, text, graphics, logos, icons, images, sound clips, video clips, and data compilations, for posting on this Site. You are solely responsible for material You upload. We do not assume any responsibility for Your uploaded materials. In uploading and entering any material on Our Site, You warrant and represent that (a) You, or where applicable, Your Representatives have the full right and authority to submit the same; (b) the material does not infringe the intellectual property rights or any other rights of any third party; and (c) all information contained within the material is true, complete and accurate.

We reserve the right, in Our sole discretion, to deny You access to this Site and/or Services, or any part thereof, without notice if We have any reason to suspect or believe that You have not abided by these conduct requirements.

You agree that submission of any ideas, suggestions, documents, and/or proposals to SA through its suggestion, feedback, wiki, forum or similar pages (“Feedback”) is at your own risk and that SA has no obligations (including without limitation obligations of confidentiality) with respect to such Feedback. You represent and warrant that you have all rights necessary to submit the Feedback. You hereby grant to SA a fully paid, royalty-free, perpetual, irrevocable, worldwide, non-exclusive, and fully sublicensable right and license to use, reproduce, perform, display, distribute, adapt, modify, reformat, create derivative works of, and otherwise commercially or non-commercially exploit in any manner, any and all Feedback, and to sublicense the foregoing rights, in connection with the operation and maintenance of the SA Platform.

10. Risk Disclosures, Disclaimers and Limitation of Liability:

The contents of this Site are not made with regard to specific investment objectives, financial situation, or specific needs of any particular person or class of persons, wherever situated, who may access or rely on them. We recommend at all times that you seek professional advice and obtain independent verification of the contents of this Site before making any decision to participate in an offering based on any such information, materials or contents.

We may but are not obliged to, except where otherwise required by the regulatory Rules, collect information from each Issuer or its Representatives: (i) a brief business description; (ii) investment highlights; (iii) a confirmation of successful fundraises and investments till date; (iv) business, operational, and financial milestones achieved; (v) key professionals and board member information; (vi) historical and current financials; and (vii) associated information. Despite having collected such information about the Issuers, Our decision to list the Issuer, and to maintain such listing is not an assurance or guarantee by Us or of the Issuer’s soundness or suitability for successful fundraising amongst the Users.

Participating in a fundraising entails significant risk, and is not permitted if You are unwilling to accept such high risk, as securities listed on this Site may not be easily accessible to the investors and may also be more illiquid than publicly traded securities. Users hereby acknowledge that they should engage in purchases only if they have the financial ability, appetite and willingness to accept the high risks and lack of liquidity characteristic of such securities.

We do not, assure You that the price of the relevant securities of an Issuer of these securities at any point in time is accurate or in line with other market or industry practices or valuations.. Users acknowledge and agree that in purchasing specific security products on the Platform, they must be able to afford to lose their entire investment amount when engaging in the investment.

You acknowledge that We have no special relationship with, or owe any duty, fiduciary or otherwise to, You, in relation to the effects that You may experience as a result of: (i) using or accessing, or not being able to use or access for any reason, any part of this Site and/or Services, and You agree to release Us from all claims or liability, whether foreseeable or unforeseeable that arises from the same.

No communication made through, or any information available on, this Site is or shall be deemed to be financial, legal, tax, accounting, or investment advice. You should not take, or omit to take, any action, in reliance on the content of the Site without seeking independent verification or advice, and You shall hold Us indemnified from any and all forms of liability that You may incur, directly or indirectly, if You fail to do so.

Except as required by the Compliance Rules, we do not verify, consider, assess, or endorse any of the content in relation to any specific Listing made by any particular person or class of persons, wherever situated, who may access or rely on the content on the Site. We make no representations, warranties, or assurances in relation to the results, financial or otherwise, from the use of the Site, Services or its contents.

We will not be liable in any manner for any claim, cost, loss, expense, damage, detriment, or other adverse effect(s) of any kind and in any manner whatsoever, arising from You use of and access to this Site, Content, Services, Issuers, Users, Trades, or about any specific results arising from Your use of the Site and/or Services, and.

We and Our affiliates, employees, representatives, directors, contractors, and suppliers, shall not be liable for any damages whatsoever (including, without limitation, incidental and consequential damages, lost profits, or damage resulting from, among other things, lost data or business interruption) that may result from Your access to or inability to access or use the Site or the Services, whether based on warranty, contract, tort (including negligence), or any other cause of action, even if such damages are reasonably foreseeable. If, for any reason, limitations of liability are inapplicable to You, Our liability will be limited to the greatest extent permitted by law.

The Content may feature Assets that are not available in every location or to every User. Our featuring of such opportunity does not imply that You are eligible to participate in the same. We are not responsible for, and You shall indemnify Us from, any and all adverse consequences that may arise as a result of Your participation or preclusion from participation, or attempt to participate in, a Trade that You are, in fact, ineligible for.

You accept and agree that any performance of an investment You undertake is entirely outside Our control and You are solely responsible such investments.




We do not warrant that the Content is free from typographical, technical, or pricing defects, faults, or errors. You agree that You are responsible for confirming the accuracy of any part of the Content You intend to rely on for any activity, and that We are not responsible for any adverse consequences that may arise as a result of Your reliance on such errors. We do not represent or warrant that any identified defects, faults or errors will be corrected.

We hereby disclaim all warranties, express or implied, statutory or otherwise, to the fullest extent permitted by law, in respect of this Site and/or the Services.

Without prejudice to any right or remedy that We may have, at law, We shall not be liable to You, Your Representatives, or any third party for any loss, damage, claim, liability, expense, or costs arising out of or in connection with anything done or omitted to be done by Us regarding Your access to and/or use of, the Site or the Services. You fully indemnify and hold Us harmless from and against all loss, damage, claim, liability, expense, or costs suffered or incurred by You as a result of Your access to or use of the Site.

11. Indemnification:

To the fullest extent permitted by applicable law, you agree to indemnify, defend and hold harmless SA, and our respective past, present and future employees, officers, directors, consultants, equity holders, suppliers, vendors, service providers, parent companies, subsidiaries, affiliates, agents, representatives, predecessors, successors and assigns (individually and collectively, the “SA Parties”), from and against all actual or alleged third party claims, damages, awards, judgments, losses, liabilities, obligations, penalties, interest, fees, expenses (including, without limitation, attorneys’ fees and expenses) and costs (including, without limitation, court costs, costs of settlement and costs of pursuing indemnification and insurance), of every kind and nature whatsoever, whether known or unknown, foreseen or unforeseen, matured or unmatured, or suspected or unsuspected, in law or equity, whether in tort, contract or otherwise (collectively, “Claims”), including, but not limited to, damages to property or personal injury, that are caused by, arise out of or are related to (a) your use or misuse of the SA Platform, including without limitation, the associated Services and SA Properties, (b) your violation of this Agreement and any other online agreements, investor documents, disclosure obligations, applicable laws and regulations, (c) your violation of the rights of a third party, including but not limited to Issuers or investors of securities, or (d) your negligence or wilful misconduct arising out of relating to the Offering, including the Services, provided that you may not settle any Claim against SA unless such settlement completely and forever releases SA from all liability with respect to such Claim or unless SA consents to such settlement, and further provided that SA will have the right, at its option, to defend itself against any such Claim or to participate in the defense thereof by counsel of its own choice. THIS INDEMNITY IS IN ADDITION TO, AND NOT IN LIEU OF, ANY OTHER INDEMNITIES SET FORTH IN A WRITTEN AGREEMENT BETWEEN YOU AND SA.

12. Severability:

If any provision of these Conditions, in whole or in part, is held to be illegal, invalid, void, or otherwise unenforceable under any enactment or rule of law or by any court in any jurisdiction such provision or part thereof will, to that extent, be deemed severed from these Conditions, but the legality, validity, and enforceability of the remainder of these Conditions will not be affected, diminished or impaired thereby. The severability of any provision of these Conditions applies only within the specific jurisdiction under which law a term is found to be illegal, invalid, void or otherwise unenforceable, and shall not affect the enforceability of the same provision in other jurisdictions.

13. No Wavier:

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.

14. Dispute Resolution/ Arbitration Process:

Subject to any law, statute, regulation or other requirement of any jurisdiction, You agree that any Dispute between You and Us arising out of or relating to the Conditions, including but not limited to the alleged breach, termination, validity, interpretation, performance or estoppel (“Dispute”) shall be resolved according to the following dispute resolution process:

(i) Upon You or Us receiving written notice of any Dispute, You and We agree to attempt to resolve it promptly by negotiation (the “Negotiation”) between You and We, and/or where applicable, Representatives who have authority to discuss and settle the Dispute and this process should be completed within 30 days of such notice.

(ii) In the event that the Dispute has not been resolved by Negotiation in accordance with this section, then You and We agree to proceed to mediation (the “Mediation”) unless a different timeframe for negotiation process is agreed to at the time of Negotiation. A “notice of mediation” shall be served by Us, which shall mean that the Negotiation was not successful and You and We agree to commence the mediation process.

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

The Mediation shall be held within 45 days of the retention of the mediator and shall occur for at least one:

(1) full mediation day, before either You or We have the right to withdraw from the Mediation. You and We may agree to continue the Mediation beyond one (1) full days, until a settlement of the Dispute has been reached, or until You or We or the mediator state that there is no further reason to continue Mediation because of an impasse that cannot be overcome through Mediation. In that event, We will send You a “notice of termination of mediation”.

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

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

This Mediation process shall be confidential based on any further terms that are acceptable to or imposed by the mediator and/or the mediation service provider.

(i) Any Dispute not resolved through either Negotiation or Mediation in accordance with this section shall be determined by final and binding arbitration (“Arbitration”). The arbitration will be held in Singapore, using one (1) arbitrator, unless it is determined that the Dispute shall require a panel of neutral arbitrators.

The arbitrators may award costs and/or attorneys’ fees to either You or Us. You and We understand and agree that the outcome of the Arbitration shall be final and binding, and subject to any law, statute, regulation or requirement to the contrary, You agree to waive all and any rights to other forms of resolution processes (such as court action or administrative proceeding);

All communications, written, verbal, or in any other form that occur during the Dispute Resolution Process shall be treated as confidential and shall be treated as settlement negotiations for purposes of any applicable rules of evidence. However, any document or information generated prior to the Dispute, that would otherwise be discoverable, would not be subject to confidentiality, even if they are used in the Dispute Resolution Process.

15. Jurisdiction and Governing Law:

These Conditions and any Service provided hereunder (unless otherwise agreed to by Us) are governed by, and construed in accordance with, the laws of the Republic of Singapore. This Site and any Services provided hereunder (unless otherwise agreed to by Us), its Content, and all Services are based in Singapore. You agree to comply fully with all applicable laws and regulations of the Republic of Singapore as well as those of Your own jurisdiction from which You are accessing this Site and using the Services. You agree to submit all disputes arising out of or in connection with the Conditions to the exclusive jurisdiction of the Singapore courts.

16. Termination:

Notwithstanding anything contained in this Agreement, we reserve the right, without notice and in our sole discretion, to terminate your right to access or use the Harbor Platform and the associated Services at any time and for any or no reason, and you acknowledge and agree that we shall have no liability or obligation to you in such event, to the fullest extent permitted by applicable law. Prior to closing your Account, any securities associated with your Account must be sold to a third party in accordance with the terms of the applicable securities. If you have not transferred your securities, once your Account is closed, we will not be responsible or liable for any securities in your Wallet. In the event that you terminate your Account, after participating in an Offering but prior to closing of a sale of securities, this will be deemed as your withdrawal from the Offering and we will report it to authorities as required by law.

17. Changes/ Modifications to Terms and Platform:

We reserve the right to change the Terms under which the Site is offered and also the right in our sole discretion to modify, suspend or discontinue, temporarily or permanently, the SA Platform (or any features or parts thereof) or suspend or discontinue the Services at any time, with or without cause, and without liability therefor. The most current version of the Terms will supersede all previous versions. We encourage you to periodically review the Terms to stay informed of our updates.

18. No Internet Access:

You agree and acknowledge that these General Terms, the Site and the Platform Materials do not include the provision of Internet access or other telecommunication services by the Platform. Any Internet access or telecommunications services (such as mobile data connectivity) required by you to access and use the Site and/or the Platform Materials shall be your sole responsibility and shall be separately obtained by you, at your own cost, from the appropriate telecommunications or internet access service provider.

19. Translation:

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

20. Contact:

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