The Site is owned and operated by InvestaCrowd Limited, a British Virgin Islands company limited by shares (“InvestaCrowd BVI”). IC SG Pte Ltd, a Singapore private limited company (“IC SG”) is the Singapore operating company of InvestaCrowd, and holds a Capital Markets Services (“CMS”) license issued by the Monetary Authority of Singapore (“MAS”) to conduct regulated activities of dealing in securities for accredited and institutional investors, and is an exempt financial advisor for securities products. The InvestaCrowd name and logo are registered trademarks of InvestaCrowd BVI.
About InvestaCrowd. InvestaCrowd has created this Site to facilitate digital securities offerings among investors, Offering Companies and other parties involved in the fundraising process.. Offering Companies apply to the Site to list investment opportunities in which they offer prospective investors an opportunity to invest in exempt securities offerings (including debt, equity, collective investment schemes) . InvestaCrowd provides Services to facilitate such investments and helps registered Users track their investment transaction history.
The securities law applicable to private company finance are complicated and unclear in many parts of Asia, but are intended to protect unsophisticated people from making bad investments. Our Site is intended for accredited investors and institutional investors who are 18 years of age or above, who understand risk and are willing to bear the consequences, which may involve losing your entire investment. InvestaCrowd may, in its sole discretion, refuse to offer the Services to any person or entity and change its eligibility criteria at any time. In you are a natural person, you represent and warrant that you are 18 or older and understand the risks associated with investing through this Site. If you are using the Site and/or Services on behalf of a legal entity, you agree that represent and warrant that you have the right to enter into agreements on behalf of such legal entity. Furthermore, you represent and warrant that all information you submit to InvestaCrowd is true and accurate. Notwithstanding the foregoing, if you reside in a state, country or other jurisdiction that requires a higher minimum age or criteria for your use of the Site or participation in our Services, you must comply with the applicable law in that jurisdiction. The Site and Services are not directed or intended for any person who is a citizen, or resident of or located in any jurisdiction where the use of the Site or Services would be unlawful or contrary to application regulation.
FEES & PAYMENTS
It is free to register on the InvestaCrowd Site and become a member. We do not charge prospective investors any fees to use the Services available on the Site. InvestaCrowd charges the Offering Companies a capital raising fee on the total funds raised. Other fees which may be imposed on the Offering Companies include issuance fees for digital securities, consulting fees, administration and corporate services fees, due diligence fees, all such fees to be determined on a deal per deal basis in accordance with the level of Services required by the Offering Companies, and the terms of which will be documented in definitive agreements between InvestaCrowd and the Offering Company.
REGISTRATION; ACCOUNT VERIFICATION
While any User can visit our Site and review a range of information related to InvestaCrowd 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 an “accredited investor” as defined in Section 4A(1) of the Securities and Futures Act, Chapter 289. 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 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.
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.
International Investors. Other international investors are permitted access to the investment opportunities on our platform insofar as such access does not violate the law of their country of residence. Our Services (and 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 InvestaCrowd 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.
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.
Account Registration. 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 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 email@example.com if you suspect that your user name and password has been misappropriated or your account has been compromised.
Investment Process. InvestaCrowd conducts due diligence on each Offering Company (“Issuer DD”) and project (“Project DD”) prior to listing. Issuer DD include, but not limited to, know-your-client (“KYC”), Anti-Money Laundering (“AML”) and Countering Financing of Terrorism (“CTF”) checks on the Offering Company and its beneficial owners, good standing status, litigation matters, applicable licenses, statutory records of the Offering Company. Project DD include, but not limited to, review of project offering documents (e.g. private placement memorandum or investment memorandum), project financials, marketing and sales information, investment structure and any underlying supporting documents. We have made every effort to make sure that all the information provided by each Offering Company is true and accurate, however, we shall not be held liable for any intentional misrepresentation or fraud on the part of the Offering Company. 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.
Relationship to Customer. InvestaCrowd acts only as a facilitator with respect to communication and the fundraising process and does not handle or manage any Customer funds. Upon approval by the Offering Company of an investment from a Customer, the Customer and the Offering Company shall execute definitive investment documents, and the Customer shall arrange for the transfer of funds directly to the Offering Company’s designated account. InvestaCrowd shall not be liable for the non-payment of any investment funds by any Customer. Nothing contained herein shall constitute or be construed as creating any fiduciary, partnership, joint venture, agency or sales representative relationship between a User and InvestaCrowd.
InvestaCrowd 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, InvestaCrowd 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.
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 InvestaCrowd business. All registered Users will have the opportunity to download all documents and files stored on the InvestaCrowd Site and will be provided adequate notice prior to cessation of business.
No Professional Advice Provided. Although IC SG is an exempt financial advisor for securities products, InvestaCrowd does not provide any financial, legal, tax or investment advice or any form of recommendation regarding the suitability or quality of any investments on the Site, and nothing on the Site or the in information provided in connection with any offering will be construed or interpreted as such. Investment overviews on the Site contain summaries of the purpose and principal business terms of the investment opportunities. Such summaries are intended for informational purposes only and do not purport to be complete, and each is qualified in its entirety by any accompanying investment offering documents provided by and solely prepared by the Offering Company in relation to such investment opportunity. All investment terms are set by the Offering Companies. InvestaCrowd 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.
Though there is no restriction on the amount you can invest on the InvestaCrowd platform if you are a qualified accredited or institutional investor, you should NOT invest more money than you can afford to lose.
CODE OF CONDUCT
Our Site may provide data concerning, blogs, chat rooms, message boards, email services, and other services that allow you to interact with other registered Users. Whether you are a visitor or a registered User, as a condition to your use of the Site and the Services, you agree to the following “Code of Conduct”:
You 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 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;
modifying, adapting, translating, or reverse engineering any portion of the Site;
advertise, solicit any User to buy or sell any products or services through the Site;
attempt to gain unauthorized access to the Site, the Service, or the computer systems or networks connected to the Service through hacking, password mining or any other means;
create user accounts by automated means or under false or fraudulent pretenses;
transmit any viruses, worms, defects, Trojan horses, or any items of a destructive nature to or through the Site or Service;
defame, abuse, harass, stalk, threaten or otherwise violate the legal rights (such as rights of privacy and publicity) of others;
upload, post, email or transmit, or otherwise make available through the Site or Service any content that infringes any patent, trademark, copyright, trade secret or other proprietary right of any party, unless you are the owner of such rights or have the permission of the owner to post such content;
upload, post, email or transmit, or otherwise make available through the Site or Service any materials that promote pyramid schemes, chain letters or disruptive commercial messages or advertisements, or anything else prohibited by law.
run Maillist, Listserv, or any form of auto-responder or “spam” on the Site or Service;
use manual or automated software, devices, or other processes to “crawl” or “spider” any page of the Site, including to engage in the practices of “screen scraping,” “database scraping” or any other activity with the purpose of obtaining content or other information;
interfere or attempt to interfere with the proper working of the Site or Service or any activities conducted on the Site, including to utilize framing techniques to enclose any content or other proprietary information, place pop-up windows over the Site’s pages, or otherwise affect the display of the Site’s pages;
download any file posted by another user of the Site that you know, or reasonably should know, cannot be legally distributed in such manner;
impersonate another person or entity, or falsify or delete any author attributions, legal or other proper notices or proprietary designations or labels of the origin or source of any materials;
remove any copyright, trademark or other proprietary rights notices contained in or on the Site or Service;
use any robot, spider, site search/retrieval application, or other device to retrieve or index any portion of the Site or Service or collect information about its Users for any unauthorized purpose;
promote or provide instructional information about illegal activities or promote physical harm or injury against any group or individual;
use the Service for any commercial purpose whatsoever other than for your personal use, including (without limitation) soliciting other users for investments of any kind, offering or selling any products or services of any kind, and making investment recommendations to other users.
We will enforce the above Code of Conduct wherever we deem necessary.
Grant of License. By posting User Content to any part of the Site, you automatically grant, and you represent and warrant that you have the right to grant, to InvestaCrowd a royalty-free, irrevocable, perpetual, non-exclusive, transferable, fully paid, worldwide license (with the right to sublicense) to use, copy, publicly perform, publicly display, reformat, translate, excerpt (in whole or in part), distribute and put to commercial and other uses such User Content for any purpose on or in connection with the Site or the promotion thereof, to prepare derivative works of, or incorporate into other works, such User Content, and to grant and authorize sublicenses of the foregoing. You may remove your User Content from the Site at any time. If you choose to remove your User Content, the license granted above will not expire. No compensation will be paid with respect to our use of your User Content under this grant. By posting User Content on our Site, you are also granting all registered Users of the Site the same license provided above.
MONITORING AND REVOCATION OF USER PRIVILEGES
We expect each User of our Site to act responsibly, and to respect the rights of others. We seek to protect the integrity and security of our Site, and the right to protect our community of registered Users from claims of intellectual property infringement and other claims or threats. We reserve the right, in our discretion (i) to monitor your use of the Site, email and other User Content transmitted through the Site, (ii) to remove, edit, or refuse to post User Content, (iii) to restrict access from certain other websites or resources, and (iv) to take other actions we deem necessary to protect our Site and our community of users.
INTELLECTUAL PROPERTY RIGHTS
InvestaCrowd Intellectual Property Rights. InvestaCrowd and its licensors (where applicable) hold intellectual property rights with respect to the Site and the Services, and retain all right, title and interest in and to, including but not limited to the following: (i) all InvestaCrowd logos, tag lines, trademarks, and other indications of source and quality (whether registered or protected under “common law”) (collectively, “Trademarks”); (ii) all content available or through the Site (other than User Content), including but not limited to databases, data, documents, designs, text, graphics, pictures, video, information, software, music, sound, underlying source files and other files, and their selection and arrangement (the “Site Content“); (iii) InvestaCrowd platform and the technology that powers the Site and is made available to use from the Site (items (i) – (iii) are collectively referred to as “InvestaCrowd IP”). Rights in other marks, logos and content which appear on the Site are reserved to the owners thereof (“Third Party IP”).. Nothing on this Site should be construed as granting by implication, estoppel or otherwise, any license or right to use any marks or logos without the written consent of InvestaCrowd or the applicable trademark owner.
Users Right to Access Services. You shall not modify, copy, distribute, reverse engineer, reproduce, republish, display, transmit, decompile, create derivative works from, transfer or sell in any form or by any means, in whole or in part, without our prior written permission, the Site or the Services or any InvestaCrowd IP, except that, if you are eligible for use of the Site, you are granted the right to access and use the Site and to download or print a copy of any portion of the Site Content solely for your personal use and in connection with your participation with the Services. You may not republish Site Content on any internet, intranet or extranet site or incorporate the information in any other database or compilation, and any other use of the Site Content is strictly prohibited.
Non-Disclosure. The Site contains confidential and sensitive trade secrets of InvestaCrowd. The Site also includes content and information provided and/or posted by third parties, including information with respect to the business and/or financials and/or activities of Offering Companies, which may be deemed as confidential. Confidential information includes non-public information that InvestaCrowd, its affiliates, any Offering Company or any other third parties furnish or otherwise make available to registered Users with respect to any investment opportunity, including but not limited to, any reports, marketing or promotional materials, analyses, compilations, forecasts, memoranda, notes, studies and any other written or electronic materials prepared by InvestaCrowd or an Offering Company, or for registered Users, (a) that is designated as “Confidential” or “Proprietary” by InvestaCrowd, an Offering Company or any other third party User of the Site at the time of disclosure or within a reasonable period thereafter; (b) that is only available to registered Users; or (c) that you should reasonably understand is confidential (collectively, “Confidential Information”). You shall retain such Confidential Information in confidence, and shall not, without the prior written approval of InvestaCrowd or such applicable third party, publish or otherwise disclose to others, or use such Confidential Information for any purpose other than for purposes of reaching a decision whether to invest with and/or through InvestaCrowd. You will use at least the same degree of care in safeguarding the Confidential Information as you use in safeguarding your own confidential information and trade secrets, but shall use not less than reasonable care and diligence.
CONSENT TO RECEIVE EMAILS & CORRESPONDENCES
By registering as a User of the Site, you acknowledge and agree that we may send you email messages about our company, our services and investment opportunities listed by Offering Companies. 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.
ELECTRONIC TRANSACTIONS AND DISCLOSURES
Some of the Services we provide allow you to transact business online and electronically. By registering as a User on the Site, you consent to transact business with us online and electronically, provided that such transactions are permitted under applicable law in the jurisdiction where you reside. You also expressly consent to receiving calls and messages, including auto-dialed and pre-recorded message calls, and SMS messages (including text messages) from us, our affiliates, marketing partners, agents and others calling at their request or on their behalf, at any telephone numbers that you have provided or may provide in the future (including any cellular telephone numbers). Your cellular or mobile telephone provider will charge you according to the type of plan you carry.
Your consent will remain in effect for so long as you are a User and, if you are no longer a User, will continue until such time as all Disclosures relevant to transactions that occurred while you were a User have been made. You may not withdraw such consent as long as you have any outstanding investments made through the Site. If you have no outstanding investments made through the Site and wish to withdraw consent to doing business electronically, we will terminate your registered user account with us.
You are solely responsible for your interactions with other Users. We reserve the right, but have no obligation, to monitor disputes between you and other Users.
We reserve the right to change any and all content contained in the Site and any Services offered through the Site at any time without notice. Reference to any products, services, processes or other information, by trade name, trademark, manufacturer, supplier or otherwise does not constitute or imply endorsement, sponsorship or recommendation thereof, or any affiliation therewith, by InvestaCrowd.
Use of the Site in violation of applicable laws is expressly prohibited. You are solely responsible for verifying that your use of the Site and consummation of the transactions offered on the Site are permitted in the jurisdiction where you reside and comply with all applicable laws, regulations, orders and court decisions. If you are unsure of the legality in your jurisdiction, please consult legal counsel. When you access, register for or use the Site, you do so at your own risk.
InvestaCrowd is not responsible for any loss caused by unauthorized use of any method of payment used in connection with the Site. Any attempt to defraud the Site or failure to honor legitimate charges or other commitments may in our discretion result in termination of your account, voiding of prior transactions, criminal and civil prosecution and any other remedy we choose to apply.
NO WARRANTY; LIMITATION OF LIABILITY
We do not guarantee the accuracy of any information posted on this Site, including the User Content or content provided by third parties (“Third Party Content”) and if you choose to rely on such information, you do so at your own risk. In addition, InvestaCrowd cannot guarantee that the Site will be free from infection, viruses, worms, Trojan horses and/or other code that has contaminating or destructive properties. Although we provide rules for User conduct and postings, we do not control and are not responsible for what Users post on the Site and are not responsible for any offensive, inappropriate, obscene, unlawful or otherwise objectionable content you may encounter on the Site or in connection with any User Content or Third Party Content. We are not responsible for the conduct, whether online or offline, of any User of the Site or Service. We cannot guarantee and do not promise any specific results (relating to investments or otherwise) from use of the Site and/or the Service.
The Site and the Services may be temporarily unavailable from time to time for maintenance or other reasons. We assume no responsibility for any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction or unauthorized access to, or alteration of, User communications. Without limiting the foregoing, under no circumstances shall InvestaCrowd 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, labor disputes, riots, civil disturbances, fires, floods, storms, explosions, acts of God, war, governmental actions, or non-performance of third parties.
THE SITE AND RELATED SERVICES ARE OFFERED ON AN “AS-IS” BASIS. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, INVESTACROWD MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITIATION ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, WITH RESPECT TO THE USE OF THIS SITE OR ANY INFORMATION POSTED ON OR SERVICES OBTAINED THROUGH THIS SITE. IN NO EVENT WILL INVESTACROWD, ITS AFFILIATIES, EMPLOYEES, DIRECTORS, OFFICERS, SHAREHOLDERS OR REPRESENTATIVES BE LIABLE FOR ANY DAMAGES OR LOSSES OF ANY KIND WHATSOEVER, INCLUDING BUT NOT LIMITED TO CONSEQUENTIAL, SPECIAL OR PUNITIVE, INCIDENTIAL, EXEMPLARY OR OTHER INDIRECT DAMAGES, OR LOSS OF INCOME, REVENUE, BUSINESS, LOST PROFITS OR OTHER ECONOMIC LOSS RESULTING TO YOU OR TO ANY THIRD PARTY DIRECTLY OR INDIRECTLY FROM ANY USE OF THIS SITE OR THE SERVICES OR ANY OF THE SITE CONTENT OR DEFECT IN THIS SITE OR ANY INFORMATION CONTAINED IN THIS SITE OR UNAVAILABILITY OR MALFUNCTION OF THE SITE, EVEN IF INVESTACROWD 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 INVESTACROWD OR ITS AFFILIATES’, DIRECTORS’, OFFICERS’, SHAREHOLDERS’, PARTNERS’, EMPLOYEES’, AGENTS’ OR REPRESENTATIVES’ LIABILITY TO YOU FOR DAMAGES OR LOSSES, REGARDLESS OF THE CAUSE OF ACTION, ARISING OUT OF OR RELATING TO YOUR USE OF THE SITE OR THE SERVICES PROVIDED BY INVESTACROWD, EXCEED THE AMOUNT PAID BY YOU, IF ANY, FOR ACCESS TO OR USE OF THE SITE OR ANY SERVICES PROVIDED IN CONNECTION THEREWITH, OR ONE HUNDRED DOLLARS (SGD$100.00), WHICHEVER IS MORE. UNDER NO CIRCUMSANCES, INCLUDING BUT NOT LIMITED TO BREACH OF CONTRACT, TORT OR NEGLIGENCE, WILL INVESTACROWD BE LIABLE TO YOU FOR ANY OTHER AMOUNTS OR REMEDIES ARISING FROM DAMAGES YOU CLAIM RELATED TO YOUR USE OF THE SITE OR THE SERVICES. BY USING THIS SITE, YOU EXPRESSLY ASSUME ALL RISK RELATING TO THIS SITE AND USE THEREOF, INCLUDING WITHOUT LIMITATION, THAT THE INFORMATION AND MATERIALS ON THIS SITE MAY BE INCOMPLETE, INACCURATE, OUT-OF-DATE, OR MAY NOT MEET YOUR NEEDS OR REQUIREMENTS.
FURTHERMORE, YOU AGREE AND ACKNOWLEDGE THAT INVESTACROWD IS NOT AN ADVISOR AS TO TAX, FINANCIAL, BUSINESS, ACCOUNTING OR REGULATORY MATTERS IN ANY JURISDICTION. NONE OF THE ADVICE, GUIDANCE OR ANY SERVICES PROVIDED BY INVESTACROWD SHALL BE DEEMED LEGAL, TAX, FINANCIAL OR BUSINESS ADVICE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, INVESTACROWD 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 are solely responsible for your interaction with other Users (and Site visitors) that involve or arise from your relationship to the InvestaCrowd website. Although InvestaCrowd may monitor claims between you and other Users (a “User-to-User Dispute”), InvestaCrowd has no obligation to become involved.
Please contact us at firstname.lastname@example.org for more information.
Last updated: February 22, 2019
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