1. This Website is provided at users located in jurisdictions where its use is not prohibited by any law or regulation. Any individual located in a jurisdiction where (by reasons of that individuals location, nationality or otherwise) use of the website (www.preipoclub.com) and all information, content, tools, features and functionality located thereon (the “Services“) is prohibited, must not accesses the website or services provided thereby. The Website operates solely as a platform to facilitate the introduction of parties who have an intention to sell securities and parties have an intention to buy securities. The Website is not a broker-dealer nor is it a registered exchange, financial planner, financial advisor, investment adviser or tax adviser.
2. References in these Terms and Conditions of Use to “Accredited Investor“ shall include all relevant investor sophistication standards which may be applicable to an individual in the jurisdiction from which they access the Website. The Website operates certain internal procedures to satisfy itself that each Investor is an Accredited Investor however the ultimate responsibility of compliance with laws in the jurisdiction from which a User operates remains with the User.
3. The three types of users who may access the website are (i) investors (who may provide submissions of intent to buy) and must be Accredited Investor (an “Investor“), (ii) securities holders (who may provide submissions to intent to sell) (a “Securities Holder“), and (iii) general public (who will not have access to all of the information available to Investors and Securities Holders) (the “General Public“) (Investors, Securities Holders and General Public together being the “Users“). The website should only be used by sophisticated professionals who understand the risk associated with dealing in financial instruments. Individuals who do not meet this level of sophistication are not authorized to use the website.
4. Posts on the Website must not be general solicitations. The Website operates as a platform from which Users may communicate a non-binding interest to sell or buy securities (and not offers to buy or sell securities) and places certain restrictions on (i) the types of information which can be provided, (ii) the people to whom certain information can be provided, and (iii) the manner in which such information is delivered. While the Website endeavors to maintain operating procedures which restrict a Users ability to communicate general solicitations, the responsibility of ensuring that communications facilitated by the website do not fall within this category remain with the Users.
5. Information and documentation may be transferred between Securities Holders and Investors by way of online communications e.g. to provide historical financials and other documentation relevant to the securities. It is each Users responsibility to ensure that all such communications do not breach any existing contractual obligations applicable to such information (e.g. by virtue of a non-disclosure arrangement). The Website provides no representations or warranties as to the accuracy of the information communicated through the online communications.
6. It is the Users responsibility to ensure that their activities on the Website are in compliance with all applicable securities laws. This includes posts made to the Website“s notice boards. The Website does however endeavor to assist Users in complying with relevant regulations by monitoring posts for activity which that would breach regulations typically / commonly existing in different jurisdictions. For example: (i) all Users must certify that they are aware of the securities law applicable to the securities with which they are dealing and that they are in compliance with such laws, (ii) all Securities Holders must certify that all applicable rights of first refusal or co-sale rights have been observed prior to any sale, and (iii) Securities Holders must demonstrate ownership of the relevant securities before any sale facilitated by the Website can be completed.
8. Upon the completion of the first successful transaction in a calendar year between a Securities Holder and an Investor on the Website, the Securities Holder shall pay a service fee of US$10,000 to Pre-IPO Club Ltd. This service fee shall be payable to Pre-IPO Club Ltd as soon as practicable and in any event, within seven (7) days from the date of the completion of the successful transaction.
9. In the event that communications between an Investor and a Securities Holder (who has yet to complete its first successful transaction in the relevant calendar year) continue outside of the Website“s communications portals (e.g. by private emails or by other communications devise), there is a presumption that the relevant transaction in respect of which such communications were originally related has been completed. Accordingly, any fees required to be paid by either party (e.g. the service fee of US$10,000 owed by the Securities Holder to Pre-IPO Club Ltd for completing its first transaction for the calendar year on the Website) for a successfully completed transaction will automatically become payable to Pre-IPO Club Ltd. If such a transaction has not been completed, the relevant party will be required to provide evidence of this in order to avoid payment of the relevant fees. Pre-IPO Club Ltd shall retain full discretion in determining whether or not such transaction(s) was successfully completed.
10. Each User represents and warrants to us that they are of legal age to use the Services and are no subject to any laws or regulations which make your use of the Services illegal. Each User hereby agrees to indemnify us for any loses we may sustain from time to time as a result of your improper use of the Services, or your use of the Services in contravention of any law or regulations applicable to you. By using the Services you represent that you have the capacity to be bound by these Conditions or if you are acting on behalf of a company or entity that you have the authority to bind such entity. You may print or save a copy of these Conditions for your records.
11. As a condition of use, each User agrees not to use the Service for any purpose that is prohibited by the Conditions. The Service is provided only for your own personal, non-commercial use. Each User is responsible for all of their activity in connection with the Service.
12. Any information provided to or data generated by a Users Activities on the Website will be available to the Website in order to assist you with the Services. You are responsible for maintaining the confidentiality of your password, which, together with your Login ID e-mail address, allows you to access the Service. By providing us with your e-mail address, you agree to receive all required notices from the Website electronically, to the e-mail address provided. It is your responsibility to update or change that address. Notices will be provided in HTML (or, if your system does not support HTML, in plain-text) in the text of the e-mail or through a link to the appropriate page on its site, accessible through most standard, commercially available Internet browsers.
13. Each User understands and agrees that any alerts provided to you through the Service may be delayed or prevented by a variety of factors. The Website does its best to provide alerts in a timely manner with accurate information. The Website does not guarantee the delivery or the accuracy of the content of any alert. You explicitly agree that the Website shall not be liable for any delays, failure to deliver, or misdirected delivery of any alert, for any errors in the content of an alert, or for any actions taken or not taken by you or any third party in reliance on an alert.
14. The Website does not endorse and has no control over any submission to the website by any User. The Website cannot guarantee the authenticity of any data which Users may provide about themselves. Each User acknowledges that all content accessed by you using the Service is at your own risk and you will be solely responsible for any damage or loss to any party resulting therefrom.
15. The Website“s “look and feel“ (for example, the text, graphics, images, logos and button icons appearing on the website), photographs, editorial content, notices, software (including HTML-based computer programs) and other materials are protected by applicable copyright, trademark and other laws. The contents of the Website belong or are licensed to the Website or its software or content suppliers. The Website grants Users the right to view and use the Website subject to these terms. You may download or print a copy of information provided on the Website for your personal, internal and non-commercial use only.
16. Users are solely responsible for all content you submit in connection with the Service.
17. By submitting content in connection with the Service, Users represent that they have all necessary rights and hereby grant the Website a perpetual, worldwide, non-exclusive, royalty-free, sublicenseable and transferable license to use, reproduce, distribute, prepare derivative works of, modify, display, and perform all or any portion of the content in connection with the Service, and the business of the Website, including without limitation for promoting and redistributing part or all of the Website (and derivative works thereof) in any media formats and through any media channels.
18. Users may not post or transmit any message which is libelous or defamatory, or which discloses private or personal matters concerning any person. Users may not post or transmit any message, data, image or program that is indecent, obscene, pornographic, harassing, threatening, abusive, hateful, racially or ethnically offensive; that encourages conduct that would be considered a criminal offense, give rise to civil liability or violate any law; or that is otherwise inappropriate.
19. Users may not post or transmit any message, data, image or program that would violate the property rights of others, including unauthorized copyrighted text, images or programs, trade secrets or other confidential proprietary information, and trademarks or service marks used in an infringing fashion.
20. Users may not interfere with other Users' use of the Service, including, without limitation, disrupting the normal flow of dialogue in an interactive area of the Service, deleting or revising any content posted by another person or entity, or taking any action that imposes a disproportionate burden on the Service infrastructure or that negatively affects the availability of the Service to others.
21. Users may not post or transmit charity requests; petitions for signatures; franchises, distributorship, sales representative agency arrangements, or other business opportunities (including offers of employment or contracting arrangements); club memberships; chain letters; or letters relating to pyramid schemes.
22. Users may not post or transmit any advertising, promotional materials or any other solicitation of other users to use goods or services except in areas explicitly designated for such purpose.
23. Users may not copy or use personal identifying or business contact information about other users without their permission. Unsolicited e-mails, mailings, telephone calls, or other communications to individuals or companies whose contact details you obtain through the Service are prohibited.
24. The content and all services and products associated with or provided through the Service are provided to you on an “as-is“ and “as available“ basis. The Website makes no representations or warranties of any kind, express or implied, as to the content or operation of the Service. Each User expressly agrees that their use of the Service is at their sole risk. The Website makes no representations, warranties or guarantees, express or implied, regarding the accuracy, reliability or completeness of the content of the Service, whether such content is provided by the Website or by a third party on the Service, and the Website expressly disclaims any warranties of non-infringement or fitness for a particular purpose. The Website makes no representation, warranty or guarantee that the content that may be available through the service is free of infection from any viruses or other code or computer programming routines that contain contaminating or destructive properties or that are intended to damage, surreptitiously intercept or expropriate any system, data or personal information.
25. Users shall defend, indemnify, and hold harmless the Website, its affiliates and each of its, and its affiliates employees, contractors, directors, suppliers and representatives from all liabilities, claims, and expenses, including reasonable attorneys' fees, that arise from or relate to your use or misuse of, or access to, the Website in violation of the Conditions, or infringement by you, or any third party using the your account, of any intellectual property or other right of any person or entity. The Website reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which
26. event you will assist and cooperate with the Website in asserting any available defenses.
27. The Website may terminate a User“s access to all or any part of the Service at any time, with or without cause, with or without notice, effective immediately, which may result in the forfeiture and destruction of all information associated with your membership. If you wish to terminate your account, you may do so by following the instructions on the Website. Any fees paid hereunder are non- refundable. All provisions of the Conditions which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.
28. Neither the Website nor the Service is intended to provide legal, tax, investment or financial advice. Although the Service may provide data, information, or content relating to investment strategies and/or opportunities to buy and/or sell securities, you should not construe any such content as tax, legal, financial, or investment advice.
29. If any portion of these Conditions are deemed unlawful, void, or unenforceable by any arbitrator or court of competent jurisdiction, the Conditions as a whole shall not be deemed unlawful, void, or unenforceable, but only that portion of these Conditions that is unlawful, void, or unenforceable shall be stricken from these Conditions.
30. You agree that if the Website does not exercise or enforce any legal right or remedy which is contained in these Conditions (or which the Website has the benefit of under any applicable law), such failure to exercise such right or remedy may not be construed as a waiver of any other rights and remedies of the Website.
32. The law applicable to these Conditions and the use of the Website is the law of the Federal Territory of Labuan. The courts of the Republic of Singapore shall have exclusive jurisdiction in the event of any dispute.