Any reference in these Terms of Service to any provision of a statute shall be construed as a reference to that provision as amended, re-enacted or extended at the relevant time. In these Terms of Service, whenever the words “include”, “includes” or “including” are used, they will be deemed to be followed by the words “without limitation”. Unless expressly indicated otherwise, all references to a number of days mean calendar days. Clause headings are inserted for convenience only and shall not affect the interpretation of these Terms of Service.
2.Use of the Website
Helicap Securities provides a funding platform and service (the “Services” ) on the Website. Companies may submit their fundraising opportunities to Helicap Securities through the Website in accordance with the conditions stated thereon for such submissions. All funding opportunities shall be conducted in accordance with these Terms of Service and the applicable agreements available on the Website (“Website Agreements” and/or “Platform Agreements”).
Helicap Securities shall be entitled to publish any notices or disclaimers on the Website in connection with a User, Company profile and/or fundraising opportunity in the manner and to the extent deemed necessary by Helicap Securities at its sole discretion (such as for the purposes of Helicap Securities’s internal operations, policy guidelines and/or regulations).
Information on the Website may contain technical inaccuracies or typographical errors and may be changed or updated without notice. Helicap Securities may also make improvements and/or changes to the Website, at any time without notice. Your access to the Website may occasionally be restricted to allow for repairs, maintenance or the introduction of new facilities or services to the Website.
Helicap Securities may, at its sole discretion, deny you access to the Website and/or Services for any reason, including if Helicap Securities believes that you have violated or acted inconsistently with these Terms of Service, any of the other Website Agreements or (where applicable) any Platform Agreement; or, if in Helicap Securities’s opinion or the opinion of any regulatory authority, Helicap Securities is not suitable to continue providing you access to the Website and/or Services.
Some pages of this Website are open to all Users and may be browsed by any visitor. However, access to and use of password-protected and/or secure areas of the Website is restricted to authorised users only. You may not obtain or attempt to obtain unauthorised access to such parts of the Website, or to any other protected information, through any means not intentionally made available by us for your specific use. In order to receive more information regarding the opportunities displayed on the Website, to submit an opportunity to the Website, or to submit binding offers in respect of an opportunity, you must create a user account in accordance with the instructions set forth on the Website. Even after you create a user account and sign in, you may not have access to the entirety of the Website. Helicap Securities reserves the right to determine which transactions Members are able to view and has full discretion to determine which Members are able to receive more information regarding opportunities displayed on the Website.
To be a registered member of the Website (“Member”), you must provide the information required in the registration form on the Website. You will need to provide a valid e-mail address and select a password upon completing the account registration process. Any password which you choose must not be harmful, abusive, racially or ethically offensive, sexually explicit, defamatory, infringe any intellectual property right, be invasive of personal privacy rights or otherwise be in breach of any applicable laws. Helicap Securities is entitled to change any password that is in breach of these Terms of Service.
When the user account has been verified and approved by Helicap Securities, you will become a Member. A Member can be either a Company seeking to raise funds or an Investor. In order to be approved as an Investor, you must be accredited as set out in the applicable legislation and regulations in Singapore (or if you are based outside of Singapore, in accordance with the applicable legislation and regulations in your country of residence), and must confirm your accreditation status with Helicap Securities.
Members shall fully cooperate with Helicap Securities (including providing all requested information) to: (i) facilitate Helicap Securities’s onboarding process with respect to Members; (ii) enable Helicap Securities to comply with all applicable laws, regulations and other requirements (including ‘know-your-client’, anti-money laundering and countering the financing of terrorism laws, regulations and requirements); (iii) and enable Helicap Securities to comply with requests by any regulator and/or its obligations under these Terms of Service and/or any term and conditions applicable to the Website and/or the Services.
Your account is not transferable and may not be assigned to any third party. You are responsible for maintaining the confidentiality of your e-mail address and password, and are fully responsible for all activities that occur under your account whether or not actually or expressly authorized and/or used by you. You agree to immediately notify us if any unauthorised third party has access to your e-mail address or password or if there is any unauthorised use of your account or any breach of security known to you.
You agree to: (a) provide true, accurate, current and complete information about yourself as described in the registration form on the Website; and (b) maintain and promptly update such registration data to keep it accurate, current and complete. If you provide any information that is untrue, inaccurate, not current or incomplete, or if Helicap Securities suspects that such information is untrue, inaccurate, not current or incomplete, Helicap Securities has the right to suspend or terminate your account and refuse any and all current or future use of the Website (or any part thereof).
Helicap Securities has the right to cancel any user account if it is not accessed for a continuous period of 365 days. You agree that Helicap Securities shall not be liable to you or any third party for any termination of your access to the Website or your account.
The Website may include content, information, text, graphics, logos, icons, images, sound clips, video clips, data compilations and/or other materials submitted by Members for inclusion in and/or posting through the Website or Services (the “Member Materials”).
Helicap Securities neither endorses nor assumes any responsibility in respect of the Member Materials. The Members submitting their Member Materials: (i) are solely responsible for their Member Materials; (ii) warrant and represent that they have the right and authority to submit their Member Materials and that their Member Materials do not infringe the intellectual property rights or any other rights of any third party; and (iii) hereby grant to Helicap Securities a non-exclusive, world-wide royaltyfree, irrevocable licence and right to host, transmit, distribute or use (which will include the right to copy, reproduce and/or publish) the Member Materials in connection with the operation of the Website and the provision of the Services to Users and for the purposes such Members have instructed or requested.
Without prejudice to the foregoing, Members shall not provide Member Materials that are defamatory, libelous, hateful, violent, obscene, pornographic, unlawful, or otherwise offensive in nature.
Companies seeking funds may, subject to Helicap Securities's prior approval, list their opportunities on the Website for fundraising purposes.
Subject to Helicap Securities's approval in each case, a Company profile may be created and/or an opportunity listed to start a fundraising round for the Company. The Company profile is for Investors to understand the Company’s business model. Helicap Securities does not make any warranty as to the completeness or accuracy of any Company profile. The fundraising round is an investment round during which binding offers may be made to contract for the fundraising product utilized by a Company.
The funding opportunity must not be for an illegal purpose and must not degrade, abuse or offend any individual, entity or class. Helicap Securities has the sole discretion to immediately cancel, interrupt or suspend any funding opportunity at any time, subject only to prior notice to the relevant Company. Such notice shall be deemed to have been provided when Helicap Securities sends an email to the email account the Company provides to Helicap Securities, regardless of whether such email is actually received by the Company. A funding opportunity may also be cancelled due to the relevant Company or the funding opportunity violating these Terms of Service, any of the Website Agreements or any Platform Agreement. Helicap Securities does not make any warranty as to the completeness or accuracy of information which is part of any funding opportunity.
The funding opportunity shall be open for the maximum period of time set forth on the Website from time to time. Notwithstanding this, should the total amount of funds targeted by the Company be reached before the end of the time frame set for the funding opportunity, the funding opportunity may be closed automatically at the discretion of the Company. Once the funding opportunity has closed, Helicap Securities will remove the ability of Investors to provide binding offers to invest, though such funding opportunity may still be visible to Members as an example of a former funding opportunity.
During a funding opportunity, an Investor may report its interest to contract into the fundraising. Only Investors may report interest in contracting into a funding opportunity.
The Company or an appointed third party special purpose vehicle / investment company shall provide to all accepted Investors all documentation necessary for completing the investment (including the provision of the subscription agreement for the purchase of the offering (the “Subscription Agreement”). After an Investor wishes to make a binding offer to contract for the offering, such Investor shall, subject to the satisfactory completion of necessary ‘know-your-client’, anti-money laundering and countering the financing of terrorism checks, enter into a Subscription Agreement with the Company or the appointed third party special purpose vehicle / investment company. The above Subscription Agreement may be executed electronically or physically. Upon the execution of the Subscription Agreement, the Investor shall arrange for the transfer of the monies for the purchase of the offering under the binding offer (the “Monies”) to the prescribed escrow account or bank account of the Company or the appointed third party special purpose vehicle / investment company (the “Company Account”).
Once the Company or the appointed third party special purpose vehicle / investment company provides adequate confirmation to Helicap Securities that the Monies have been received in the relevant Company Account, Helicap Securities shall update the Website to reflect the funding opportunity is closed.
Where a funding opportunity successfully raises the target amount, the Company has the sole discretion to decide which offers to accept.
Helicap Securities acts as a facilitator only.
You agree that Helicap Securities is only a matching platform for Members (i.e. both Companies seeking funds and Investors interested in funding Companies) and that Helicap Securities does not provide any advice (financial or otherwise). Commentary and other materials or information posted on or otherwise made available via the Website are not intended to amount to advice on which reliance should be placed. We have not verified it and make no guarantee, warranty or representation about it. We therefore exclude all liability and responsibility arising from any reliance placed on such materials or information by you, or by anyone who may be informed of any of its contents, and you acknowledge that any reliance on any such statement or information shall be at your sole risk.
Apart from certain general prerequisites such as the type of investment instrument and the type of investors, Helicap Securities does not at any time set the specific prerequisites for a funding opportunity. Such specific prerequisites include, but are not limited to, the number of investors, the valuation of the Company and investment amount, and these specific prerequisites shall always be set by the Company.
As an Investor, you agree and are aware that any Subscription Agreement you enter into will be between the Company or the appointed third party special purpose vehicle / investment company and yourself only. Helicap Securities will not be a party to the Subscription Agreement, nor will it collect or handle any Monies.
Any decision to invest is solely the decision of such investing Investor. Helicap Securities shall never be liable for the non-payment of any investment amount by any Investor, and Helicap Securities shall never be liable for any settlement process.
Helicap Securities does not authorise or permit the secondary trading of the investments via the Website or otherwise.
The Company seeking funds agrees, represents and warrants that any posting of the Company profile or funding opportunities shall be made in full compliance with: (i) all applicable legislation and regulations; and (ii) the instructions set forth on the Website from time to time. Helicap Securities has the right to deny access to any Company profile, funding opportunity, the Website and/or Services at any time and for any reason. When posting the Company profile or funding opportunity on the Website, the Company agrees, represents and warrants that all processes are executed in accordance with all applicable legislation and regulations, and that all prerequisites for the Company profile or funding opportunity shall be set by the Company. The Company also agrees, represents and warrants that all the content, information, data and/or materials provided on or through the Website and/or Services is complete and accurate. The Company agrees to provide Investors with all information requested by Helicap Securities and/or as set forth on the Website from time to time. The Company further agrees to, without undue delay at the end of the funding opportunity, accept or reject any binding offer to invest submitted by an Investor. After closure of a funding opportunity where the target amount is successfully raised in full, the Company undertakes to ensure that the relevant instruments are issued to the Investors in accordance with all applicable legislation and regulations and the terms of the relevant Subscription Agreements. The Company shall be responsible for drafting and providing all documentation needed (including legally required documentation) for completing the funding opportunity. If a third party special purpose vehicle / investment company is appointed to enter into the relevant Subscription Agreements with the Investors, the Company shall ensure that the appointed third party special purpose vehicle / investment company complies with these Terms of Service. Helicap Securities has the right to, at any time and at its convenience, cancel, interrupt or suspend any funding opportunity, subject only to prior notice to the Company, which notice shall be deemed to have been provided if Helicap Securities sends an email to the email account the Company provides to Helicap Securities, regardless of whether such email is actually received by the Company. Such cancellation, suspension or interruption may be made due to such reasons as the violation, by the Company or funding opportunity, of any applicable legislation or regulation, these Terms of Service, any Website Agreements or Platform Agreements, and/or any other terms and conditions applicable to the Website and/or Services.
Helicap Securities does not authorise or permit the secondary trading of the investments via the Website or otherwise.
5.Rules of conduct
You agree to use the Website only for lawful purposes and in accordance with these Terms of Service. You shall strictly comply with all applicable laws, treaties, ordinances, codes and regulations in your access and use of the Website and/or Services.
You agree and warrant that you will not (and will not permit any third party to) publish, post, transmit, transfer, distribute or upload any content data, information and/or materials on or through the Website and/or the Services which:
You agree and warrant that you will not (and will not permit any third party to):
Helicap Securities reserves the right to immediately remove any Member Materials or other content from the Website that Helicap Securities at its sole discretion deems to be in breach of these Terms of Service and/or any terms or conditions applicable to the Website and/or the Services, or otherwise harmful for Helicap Securities or its Users
The Services may enable the Company to send messages to Investors who have indicated interest in a funding opportunity on the Website. Helicap Securities is not obliged to review such messages, and every Member is personally responsible for all messages the Member sends through the Services. The Member agrees and warrants that it will not send messages in breach of these Terms of Service and/or any terms and conditions applicable to the Website and/or the Services, and will in particular refrain from sending messages to harass or threaten other Members.
6.Intellectual Property and Confidentiality
Helicap Securities reserves all rights in its corporate names, service marks, logos, trade names, trademarks, websites and domain names and any other intellectual property rights (collectively "Marks") and nothing in these Terms of Service grants you the license to use such Marks. In particular, the name of Helicap or Helicap Securities may not be used in any way without the prior written permission of Helicap Securities. Additionally, other marks which appear on this Website may be marks of third parties that are not affiliated with Helicap Securities. Helicap Securities does not control or endorse the content of third party websites.
The Website may include, at any given time, content, information, applications, programmes, text, graphics, logos, icons, images, sound clips, video clips, data compilations and/or other materials displayed therein, as well as the Website’s page layout, underlying code and software (collectively, the “Content”). All of the Content is the property of or licensed by Helicap Securities, our related corporations and/or third parties with whom we do business, and is protected by Singapore and international intellectual property laws and other relevant laws. Any (i) commercial use of the Website and the Content found on the Website; or (ii) any reproduction, modification, copying, distribution or use of any of the materials and Content of the Website, is strictly prohibited, without Helicap Securities’s express and prior written consent. Any reproduction or redistribution of the Website, and any Content found on the Website, not in accordance with these Terms of Service herein are expressly prohibited by law, and may result in severe civil and/or criminal penalties.
For the purposes of these Terms of Service, “Confidential Information” shall mean information on the Website which is of a non-public, proprietary or confidential nature to Helicap Securities including, but not limited to (a) information relating to Helicap Securities, the Company and the Investors, including information relating to their identities, contact details, their businesses and their business activities, (b) information relating to investment opportunities, (c) information relating to funding opportunities; (d) information relating to the Services, and (e) information and content found in the password protected and/or secure areas of the Website. “Affiliate” shall mean directors, employees, subsidiaries and controlled entities.
You acknowledge and agree that the Confidential Information is disclosed by Helicap Securities to you only for the purpose of allowing you to use the Website and the Services and on condition that you shall maintain confidentiality of the Confidential Information strictly in accordance with the terms and conditions below:
These Terms of Service do not prohibit the disclosure of the Confidential Information by you to:
You, on behalf of yourself and each of your Affiliates, acknowledge that Helicap Securities, its Affiliates and professional advisors have not made and will not make any representation or warranty as to the accuracy or completeness or otherwise of the Confidential Information. None of Helicap Securities, its Affiliates and professional advisors shall have any liability arising in connection with the Confidential Information and/or the provision or disclosure thereof. You, on behalf of yourself and each of your Affiliates, agree to make your own assessment of the Confidential Information and satisfy yourself as to the accuracy and completeness of that Confidential Information.
In the event that you are in breach of these confidentiality obligations, or in the event that a breach appears to be imminent, Helicap Securities shall be entitled to all legal and equitable remedies afforded it by law, and in addition may recover its costs and fees (on a fully indemnity basis), including reasonable attorneys’ fees, incurred in seeking such remedies.
Nothing contained in these Terms of Service may be construed as granting or conferring on you any intellectual property rights or any proprietary rights, licences or other rights in any of the Confidential Information.
You hereby acknowledge that the Confidential Information to be disclosed hereunder is of a unique and valuable character, and that the unauthorized dissemination of the Confidential Information would destroy or diminish the value of such Confidential Information. The damages to Helicap Securities that would result from the unauthorized dissemination of the Confidential Information would be impossible to calculate. Therefore, you hereby agree that Helicap Securities shall be entitled to injunctive relief preventing the dissemination of any Confidential Information in violation of the terms hereof. Such injunctive relief shall be in addition to any other remedies available hereunder, whether at law or in equity.
You shall notify Helicap Securities immediately upon discovery of any unauthorized use or disclosure of Confidential Information by you and will cooperate with efforts by Helicap Securities to help Helicap Securities regain possession of Confidential Information and prevent its further unauthorized use. All Confidential Information furnished to you is considered loaned for use solely in accordance with these Terms of Service, and shall be immediately delivered to Helicap Securities or destroyed by you and your Affiliates upon request by Helicap Securities. Upon such request, you shall certify that you (as well as any and all Affiliates and advisors) have destroyed all copies of the Confidential Information, including notes and reports thereon, in your possession or under your control. For the avoidance of doubt, the destruction of the Confidential Information does not release you from your applicable obligations under these Terms of Service.
7.Liability and Indemnification
Users and Members
You represent, warrant and fully understand and agree that the provision of the Website and the Services and any approval of funding opportunities by Helicap Securities are not: (i) an endorsement of any Company, or investment instrument or product referred to in relation to the Services or on the Website; (ii) a representation that Helicap Securities has performed any due diligence on any such Company or investment instrument; or (iii) a representation by Helicap Securities that any information provided by the Company is complete, accurate, clear, fair and not misleading. The use or reliance on any such information is at your own risk and Helicap Securities shall not be liable for any losses arising from or incurred by you in connection therewith. Helicap Securities is not responsible or liable for the accuracy and completeness of any such information and for the performance or outcome of any investment made by you after receipt of such information.
You acknowledge that you are aware that the Companies involved in the funding opportunities are often in a very early stage and are seeking financing to grow their business. You warrant that you are aware that investing in a funding opportunity is connected with high risk, that a funding opportunity may never be realized and that all or parts of your investment/monies may be lost. You agree that Helicap Securities shall not be liable for any transactions undertaken by you further to the funding opportunity and/or the Services. The investment instruments offered by Companies may not be suitable for all Investors, and certain Members may not be eligible to participate in some or all of the funding opportunities featured on the Website. Investors should independently evaluate the investment offering and instruments and, where necessary, seek advice from a financial adviser regarding the suitability of such items in light of their specific investment objectives, financial situation and particular needs before making a commitment to purchase any such items. Members are advised to conduct their own evaluation and consult with their own legal, business and tax advisers to determine the appropriateness and consequences of any investment in the investment instruments (where necessary). Helicap Securities does not represent that any of its agents, nominees, directors, officers or employees has any authority to advise Members, and Helicap Securities does not purport to advise Members on any investment.
You agree that you are solely responsible for the use of the Website and/or the Services and any decision to invest in a funding opportunity, and agree to be solely liable for all consequences arising therefrom.
You shall be liable for any damage caused to Helicap Securities or any third party due to your breach of these Terms of Service and/or any terms and conditions applicable to the Website and/or Services, including the access to or use of the Website and/or Services in breach of these Terms of Service and/or any terms and conditions applicable to the Website and/or Services. Furthermore, you agree to fully indemnify Helicap Securities and hold Helicap Securities harmless from and against all claims, costs (including reasonable legal costs), damages, expenses, liabilities and losses that Helicap Securities may sustain or incur, directly or indirectly, by reason of our having:
Helicap Securities’s liability
The Website and Services are provided on an ‘as is’ and ‘as available’ basis. Helicap Securities does not make any warranty or representation (express or implied or otherwise) as to the accessibility, quality, suitability, accuracy, adequacy or completeness of the Website and/or Services, and expressly disclaims any liability for errors, delays or omissions in the Website and/or Services, as well as for any action taken in reliance on the Website and/or Services. No warranty of any kind, implied, express or statutory, including the warranties of non-infringement of third party rights, title, merchantability, satisfactory quality or fitness for a particular purpose, is given in conjunction with the Website and/or Services. Further, no warranty is given that the Website and/or Services are free from any computer virus or other malicious, destructive or corrupting code, agent, program or macros.
Helicap Securities does not warrant the security of any information transmitted by or to you through the Website and/or Services. You accept the risk that any information transmitted or received through the Website and/or Services may be accessed by unauthorised third parties and/or disclosed by Helicap Securities to third parties purporting to be you or purporting to act under your authority. Transmission over the Internet and e-mail may be subject to interruption, transmission blackout, delayed transmission due to Internet traffic or incorrect data transmission due to the public nature of the Internet.
You acknowledge and agree that user authentication on the Internet is generally difficult to establish, and hereby accept the risk that online activities may be subject to fraudulent or deceptive activity. Helicap Securities does not warrant and/or confirm: (i) each Member’s purported identity; and (ii) that Members have not misused the usernames or passwords or that Members have complied, fully or otherwise, with these Terms of Service or any terms and conditions applicable to the Website and/or Services. Helicap Securities consequently will not be held liable where there is a dispute or claim involving or relating to the identity of any Member.
To the fullest extent permitted by applicable law, under no circumstances, including, but not limited to, negligence, shall Helicap Securities be liable for any direct, indirect, incidental, special or consequential damages, damages for loss of profits (even if you have been advised of the possibility of such damages or even if such damage is foreseeable), loss of anticipated savings, wasted expenditure, loss of privacy, loss of data, that result from the use of or the inability to use the Website or the Services, any changes to the Website or the Services and unauthorized access to or alteration of your transmissions or data, any communication, transmission, material or data sent or received or not sent or received, any transactions entered into through the Website or the Services, or arising in connection with the fraudulent or unlawful acts of any third party.
8.Third Party Content, Systems and Transactions
This Website may contain, and/or the Services may provide, links to other websites or content on the Internet that are owned or operated by third parties. These other websites are provided to you only as a convenience. Unless we expressly say otherwise, you should assume that these other websites are not under the control of Helicap Securities or our related corporations. We shall not be responsible for the contents, products or services of any such website, including without limitation any link contained in such other website, including that relating to social networking sites such as Facebook and we do not endorse any content, advertising, products, or other materials on or available from such other websites. If you decide to access and use any of these other websites, you do so entirely at your own risk.
Under no circumstances shall it be construed that, in case of your access to and use of systems (including messaging systems), services, content, materials, products, applications or programmes of any third party (“Third Party Systems”), Helicap Securities is a party to any transaction, if any, between you and such third party or that Helicap Securities endorses, sponsors, certifies, or is involved in the provision of such Third Party Systems accessible at the Website or through the Services. Helicap Securities shall not be liable in any way for your access to and use of the systems or for any products obtained and/or purchased from or services rendered by any such third party, and you agree that the same shall be your responsibility or that of the relevant third party.
You acknowledge and agree that you will be solely responsible for any access to or use of Third Party Systems through the Website or Services. If you access or use any Third Party Systems through the Website or Services, you must comply with the relevant terms and conditions for the access or the use of such Third Party Systems and be responsible for the registration and use of any user names or passwords required to connect to any Third Party Systems. In particular, should access to and use of Third Party Systems through the Website or Services be prohibited (whether in full or in part) by such third party terms and conditions, please discontinue any such access and use as soon as possible upon becoming aware of or receiving notice of such prohibition from the relevant third party.
Helicap Securities cannot and does not know nor does it warrant that your use of the Website or Services to access or use Third Party Systems is permitted or in compliance, fully or otherwise, with applicable third party terms and conditions. Accordingly, you shall not have any right or claim, and hereby waive any rights you may have (if any), against Helicap Securities in respect of any breach or failure to comply with the terms and conditions of the relevant third party in respect of your access to and/or use of such Third Party Systems through the Website or Services.
You authorise Helicap Securities and its agents to access Third Party Systems that you have designated to retrieve content or information requested by you or to process or access functionalities at your request (e.g., Facebook or LinkedIn). You hereby appoint Helicap Securities and its agents as your agent for the aforementioned purpose. In addition, each time you submit your user name or password to access or use your designated Third Party Systems, you shall be deemed to have authorised Helicap Securities and its agents to process your request and use information submitted by you and which is retrieved using your user name or password.
From time to time we may vary or update these Terms of Service to take into account changes in the law or for any other reason, such variation or update to take effect on the date Helicap Securities specifies. If we vary or update these Terms of Service, we will post a new version on the Website. You are responsible to check on the TOU posted on the Site from time to time. By continuing to use or access the Website after the new version is posted on the Website, you will be deemed to have agreed to the varied or updated version. If you do not accept the varied or updated version, you should stop accessing or using the Website.
Severability. In the event that any of these provisions are found to be or become unlawful, invalid or otherwise unenforceable, that provision is to be deemed severed from these Terms of Service and shall not affect the legality, validity and enforceability of the remaining provisions of these Terms of Service. The Terms of Service shall continue in force as if such unlawful, invalid or unenforceable provision was severed from these Terms of Service.
No Waiver. Any failure or delay by yourself or Helicap Securities in exercising or enforcing any right or remedy contained in these Terms of Service does not constitute a waiver by the party responsible for such delay or failure. It shall also not constitute a bar to the exercise or enforcement at any subsequent time or times. Waiver of any right arising from a breach or non-performance of these Terms of Service or arising upon default under these Terms of Service shall be in writing and signed by the party granting the waiver.
Governing Law and Jurisdiction. These Terms of Service shall be governed by and construed in accordance with the laws of Singapore. You agree to submit to the exclusive jurisdiction of the courts of Singapore in relation to any dispute arising out of or in connection with these Terms of Service.
Independence of Parties. Each Subscription Agreement is an agreement entered into directly and only between the relevant Company and an Investor investing in a funding opportunity. In no event shall Helicap Securities establish or be required to establish any Subscription Agreement with such an Investor.
The Company undertakes to ensure that representations and/or notices given to such an Investor are sufficient to inform the Investor that it is purchasing investing instruments solely from the Company pursuant to a Subscription Agreement between itself and the Company. The Company undertakes to fully indemnify Helicap Securities and all of its respective officers, employees, directors, agents, contractors and assigns against any and all claims made by any such Investor as a result of a breach of this provision.
Rights of Third Parties.A person or entity who is not a party to these Terms of Service shall have no right under the Contracts (Rights of Third Parties) Act, Chapter 53B of Singapore or any similar legislation in any jurisdiction to enforce any term of these Terms of Service, 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 shall affect the rights of any permitted assignee or transferee of these Terms of Service.