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.
7. A User“s use of the Services constitutes their
agreement to be bound by the terms and conditions contained in these Conditions
Conditions), as may be amended from time to time. The Website reserves the right, at its
sole discretion, to modify or replace any of the Conditions, or change,
suspend, or discontinue the Service (including without limitation, the
availability of any feature, database, or content) at any time. The Website may
also impose limits on certain features and services or restrict your access to
parts or all of the Service without notice or liability. It is your
responsibility to check the Conditions periodically for changes. A Users continued
use of the Service following the posting of any changes to the Conditions
constitutes acceptance of those changes.
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.
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.
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.
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
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.
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.
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.
are solely responsible for all content you submit in connection with the
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.
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.
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.
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.
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
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.
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.
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.
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
you will assist and cooperate with the Website in asserting any available
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.
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.
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
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
agreement between you and the Website regarding the subject matter of the same,
and supersedes all other previous agreements.
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.