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Terms and Conditions
The following Terms & Conditions ("T&C") apply to your use of the AsiaDealBox.com ("ADB.Com") web-based platform and selected other domains (the "platform" or the "website"). You should regularly review the T&C as they are subject to change.
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General Terms and Conditions.All use of the platform is subject to the T&C as amended from time to time. By accessing and using the platform or any service of the platform, you acknowledge, accept, confirm and agree to all the terms, conditions, and privacy policies described or incorporated by reference below. The T&C represents a binding contract between you and ADB.Com its subsidiaries, affiliates, assignees and its and their officers, directors, employees and agents (“ADB.Com”), and are in addition to any other agreements between you and ADB.Com, including any other agreements that govern your use of products, services, content, tools, and information available on the platform. If you do not agree with anything contained in the T&C, please do not submit information to, access information from, or otherwise utilize the platform or else you will be deemed to have submitted to the binding force of the T&C. ADB.Com reserves the right to change the T&C at any time it deems fit without notice to you. Use of the platform following the posting of any changes to the T&C shall be deemed to be acceptance thereof by you. In the T&C, we may refer to a client/reader as “you”. You agree to keep business information and trade secrets of ADB.Com, including, but not limited to the terms and pricing set forth herein, and any user account information confidential until such information becomes known to the public generally and except to the extent that disclosure may be required by law, regulation or legal process.
- Use of the Platform; Limitations; Acceptable Use.The platform is designed for business owners, and intermediaries (“Borrowers”) for the purposes of identifying investors & providers of capital, and for investors & providers of capital (“Lenders”) to seek & identify investment opportunities. ADB.Com will always be involved in the actual transaction between Borrowers and Lenders which shall be completed off-line with procedures and protocols that ADB.Com shall in their unfettered discretion implement and which the Borrowers and Lenders shall accept, and does not render investment or legal advice in connection therewith. None of the information submitted on the platform constitutes a solicitation, offer, opinion, or recommendation by ADB.Com to buy or sell any securities or other financial instruments or to provide legal, tax, accounting, or investment advice or services regarding the suitability or profitability of any security of any kind, investment or transaction. ADB.Com has not made any recommendations regarding the merit of any company identified on the platform, made any recommendation regarding the purchase or sale of any security, or endorsed or sponsored any company identified on the platform. For that reason all users of the platform agree to be responsible for their own due diligence and the legal and regulatory compliance of any transaction they enter into, and ADB.Com makes no representation, warranty or assurance about such compliance. As a user of the platform, you are required to provide true and accurate information about your businesses, and to update and maintain such information, but ADB.Com cannot and does not confirm the accuracy of information provided. If ADB.Com permits you to input information into the platform, you may not input any information or content that in the sole unfettered opinion of ADB.Com:
- is promotional in nature, including solicitations for funds or businesses, without the prior written authorization of ADB.Com;
- constitutes junk mail, spam, chain letters, pyramid schemes or the like;
- is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another’s privacy, hateful, is racially, ethnically or otherwise objectionable, or otherwise violates the legal rights of others;
- you do not have the right to make available under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements);
- infringes any patent, trademark, trade secret, copyright, or other proprietary rights of any party; or
- contains software viruses or any other computer code, files, or programs designed to interrupt, destroy, or limit the functionality of any computer software or hardware, or telecommunications equipment.
- Business Owners By registering with ADB.Com, business owners unreservedly consent to ADB.Com directly contacting the party who registered with ADB.Com in order to inter alia verify the veracity of the transaction, institute preliminary due diligence enquiries and negotiate a success fee. Business owners agree,warrant and confirm that only when an engagement agreement is executed will the deal be posted. ADB.Com reserves the sole and unfettered right not to post any deal or to remove any deal posted at its sole discretion without any recourse being available to the business owner. Further Business Owners agree that following any introduction to Investors via ADB.Com, they shall not contact nor receive information from said Investors for the purpose of any Commercial agreement without the knowledge of, or to the exclusion of ADB.Com, and without the written acknowledgment of the ADB.Com
- Intermediaries It is expressly provided in the T&C that the intermediary shall be responsible for performing its own deal due diligence and ADB.Com shall be exempt from any and all liability for any missed information between business owner and intermediary. Intermediary warrants and confirms that at the time of posting it has in place all regulatory and corporate mandates necessary for the transaction. Intermediary by registering with ADB.Com unreservedly consents to ADB.Com contacting the intermediary to inter alia negotiate a split fee. ABD.Com reserves the sole and unfettered right not to post any deal or to remove any deal posted at its sole discretion without any recourse being available to the intermediary. Further Intermediaries agree that following any introduction to Investors via ADB.Com, they shall not contact nor receive information from said Investors for the purpose of any Commercial agreement without the knowledge of, or to the exclusion of ADB.Com, and without the written acknowledgment of the ADB.Com
- Investors
Investors confirm and warrant that they are either "accredited investors" as defined in Section 4A(1)(a) of the Singapore Securities and Futures Act, Cap. 289 or a "Resident outside of Singapore" as exempt from Monetary Authority of Singapore regulatory requirement under the Singapore Financial Advisers Act, Cap. 110. Any breach of this confirmation and warranty shall entitle ADB.Com to invoke the indemnity provision in Clause 9 of the T&C to recover any loss or damage including legal fees on a full indemnity basis suffered or incurred as a result of the breach of the confirmation and warranty herein provided. Further Investors agree that following any introduction to either Business Owners or Intermediaries via ADB.Com, they shall not contact nor receive information from said Business Owners or Intermediaries for the purpose of any Commercial agreement without the knowledge of, or to the exclusion of ADB.Com, and without the written acknowledgment of the ADB.Com
ADB.Com reserves the sole and unfettered right without any recourse being available to you to edit, restrict or remove any content you provide for any reason at any time. The information and materials made available through the platform may contain typographical errors or inaccuracies. In addition, ADB.Com does not control the information provided by other users that is made available through the platform. ADB.Com reserves the sole and unfettered right to refuse service, terminate relationships, and/or cancel orders at any time at its sole discretion without any recourse being available to you.
- Intellectual Property; Copyright.The contents of the platform and any products or services provided or sold by ADB.Com, including the platform’s likeness, text, graphics, logos, button icons, images, audio and video clips (if any) and software, as well as the compilation of businesses listed on the platform, are the sole property of ADB.Com or its content suppliers, and are subject to the copyright or other intellectual property rights of ADB.Com and to the terms of licenses held by ADB.Com. Such intellectual property is protected by law. Any unauthorized reproduction, modification, distribution, transmission, republication, display or performance of the content and software on this platform, or of any products or services sold by ADB.Com is strictly prohibited. You may copy information from the platform only as may be strictly necessary for your own use to view, save, or print. Otherwise, no portion of the platform may be reproduced, duplicated, copied, sold, resold, or otherwise exploited for any commercial purpose that is not expressly permitted by ADB.Com. By submitting information or other material to us, you grant ADB.Com a perpetual, worldwide, royalty-free, irrevocable, non-exclusive right to use, reproduce, modify, adapt, publish, create derivative works, and distribute such materials or portions of such materials, in any form or medium known or later developed, in furtherance of the terms of the T&C and the actions and transactions contemplated hereby. You agree that you will not and will not allow others to decompile, disassemble, reverse engineer, copy, use, merge, disclose, sell or transfer the underlying source code or structure or sequence of ADB.Com`s technology or delete or alter author attributes or copyright notices. You shall use the platform solely for your own use and shall not allow others to use the platform under or through your account. Nothing on the platform or elsewhere should be construed to grant any license or right to use, implied or otherwise, any mark displayed on the platform without the written permission of ADB.Com or the third party owner of the mark. ADB.Com reserves the right, in its sole discretion, to remove any material that infringes or appears to infringe on intellectual property rights owned by others. If you believe that any material contained in the platform infringes your intellectual property, you should notify ADB.Com of the alleged infringement and send any notification of claimed copyright infringement to ADB.Com immediately.
- Email & Phone Notification.ADB.Com uses email and phone to communicate with users. You hereby unreservedly authorize and agree that ADB.Com may communicate with you via email and phone and you further unreservedly consent to receiving any notice required under the T&C or any other agreement with ADB.Com via both email and phone. ADB.Com will use reasonable efforts to honor any request you may have to opt out from receiving emails, but under no circumstance will ADB.Com have any liability of whatsoever nature for sending any email to you or to any of its customers.
- Hyperlink Policy.The platform may contain links to third party websites. Any such link is provided only as a convenience. The inclusion of any link does not imply an affiliation, sponsorship, endorsement, approval, investigation, verification or monitoring by ADB.Com of any information contained in any third party website. In no event shall ADB.Com be responsible for the information contained on that website or your use of or inability to use such website. You should also be aware that the terms and conditions of such website and the website’s privacy policy may be different from those applicable to your use of the ADB.Com web-based platform.
- Third Party Consent.Certain portions of the platform, including, without limitation, information on certain private companies, may contain unedited or third party content. All postings, messages, text, images, links to third-party websites or other materials published or otherwise made available through this section (the “Content”) are the sole responsibility of the person(s) who originated such Content and ADB.Com may not monitor, does not control and does not investigate or validate such Content; provided that ADB.Com reserves the unfettered right at all times (but will not have an obligation) to remove any Content. By using this Content, you agree to not rely on the Content and understand that you may be exposed to Content that is, without limitation, inaccurate, inappropriate, misleading, unlawful, offensive or otherwise objectionable, and that ADB.Com makes no representations or warranties regarding the Content and is not responsible or liable in any manner for the Content or the conduct, whether online or offline, of any user. The Content does not constitute legal or financial advice and must not be used in the place of legal counsel or financial due diligence. You should independently evaluate and verify all Content.
- No Warranty; Limitation of Liability.Any material downloaded, accessed or otherwise obtained through the platform is obtained at your own discretion and risk, and you will be solely responsible for any damage to your computer system or loss of data that results therefrom. ADB.Com AND ALL OF ITS THIRD-PARTY LICENSORS EXPRESSLY DISCLAIM AND EXCLUDE ANY AND ALL WARRANTIES AND REPRESENTATIONS, EXPRESS OR IMPLIED, INCLUDING ANY (A) WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE AS TO THE PLATFORM, INCLUDING THE INFORMATION, DATA, SOFTWARE, OR PRODUCTS CONTAINED THEREIN, OR THE RESULTS OBTAINED BY THEIR USE OR AS TO THE PERFORMANCE THEREOF, (B) WARRANTIES OR CONDITIONS ARISING THROUGH COURSE OF DEALING, AND (C) WARRANTIES OR CONDITIONS OF UNINTERRUPTED OR ERROR-FREE ACCESS OR USE.THE PLATFORM AND ALL COMPONENTS THEREOF ARE PROVIDED ON AN “AS IS” BASIS AND YOUR USE OF THE PLATFORM IS AT YOUR OWN RISK.ADB.Com makes no guarantees or warranties of any kind as to the adequacy, completeness, sufficiency, timeliness or accuracy of any material available in or through the platform. You hereby agree that any monetary claims of any kind assessed against ADB.Com arising out of or relating to the use of the platform shall not exceed the total amount you (or any other user) paid to ADB.Com for the platform during the previous twelve (12) months. In no event shall ADB.Com be liable to you, or to any third party, for any lost profits, incidental, consequential, punitive, special, or indirect damages arising out of or in connection with the platform or the T&C, even if advised as to the possibility of such damages, regardless of whether the claim for such damages is based in contract, tort, strict liability or otherwise. This limitation on liability includes, but is not limited to, the transmission of any viruses which may infect your equipment, failure of mechanical or electronic equipment or communication lines, telephone or other interconnect problems (e.g., you cannot access your internet provider), unauthorized access, theft, operator errors, strikes or other labor problems or any force majeure. ADB.Com cannot and does not guarantee continuous, uninterrupted or secure access to the platform.
- Indemnity.You agree to indemnify and hold ADB.Com and its subsidiaries, affiliates, officers, directors, agents, and employees, harmless from and against any suit, action, claim, demand, penalty or loss, including all legal fees, made by or resulting from any third party due to or arising out of your use of the platform, breach of the T&C or the materials it incorporates by reference, or your violation of any law, regulation, order or other legal mandate, or the rights of a third party.
- Choice of Law; Disputes.You will resolve any claim, cause of action or dispute (together a “claim”) you have with ADB.Com arising out of or relating to the website or the T&C exclusively in a court located in Singapore. The laws of Singapore will govern the T&C, as well as any claim that may arise between you and ADB.Com, without regard to conflict of law principles. You agree to submit to the exclusive personal jurisdiction of the courts of Singapore, for the purpose of litigating all such claims. Any dispute arising hereunder or related to your use of the platform shall be solely between you and ADB.Com, and to the fullest extent permitted by law, no dispute or proceeding shall be joined with any other or decided on a class-action basis. In the event any breach of this agreement portends irreparable injury to ADB.Com, you agree that ADB.Com shall be entitled to seek equitable relief, including injunctions and declaratory judgments, in addition to any other remedies permitted by law.
- Marketing of Names.When you announce closed transactions via your website or press release or other broad disclosure methods, ADB.Com may disseminate its own release to its constituents indicating the use of the platform in association with said transaction. ADB.Com may add your entity’s name to ADB.Com`s Member roster, which is professionally presented from time to time on its website and in marketing materials.
- Singapore Contracts (Rights of Third Parties) Act Cap.53B ("the Act").A person who is not a party to any binding contract entered into pursuant to the T&C with ADB.Com shall have no rights under the Act to enforce or enjoy the benefit of any term of such contract.
- Miscellaneous.The T&C sets forth the entire understanding and agreement between the parties with respect to the subject matter herein (excluding the terms and conditions of any client agreement you may have entered into separately with ADB.Com). You may not assign the T&C, or assign, transfer or sublicense your rights, if any, in the platform. A failure to act with respect to a breach by you or others does not waive ADB.Com’s right to act with respect to subsequent or similar breaches. In the event that any provision or any portion of any provision of the T&C shall be held to be void or unenforceable, the remaining provisions of the T&C (and the balance of any provisions held void or unenforceable in part only) shall continue in full force and effect. If you do not agree with any part of these terms and conditions, or you have a dispute or claim against ADB.Com or its supplier or affiliates with respect to the T&C you should immediately refrain from using the platform.
- Licensing and Regulation.ADB.Com being part of Amstel Financial Services (S) Pte Ltd (“AFS”) a company incorporated in Singapore operates and functions under AFS’ licensing provisions namely being an entity exempt under Paragraph 7(1) (b) of the Second Schedule to the Singapore Securities and Futures (Licensing and Conduct of Business) Regulation (RG 10) for carrying on business in Singapore in giving corporate finance advice to only accredited investors as defined in Section 4A(1)(a) of the Singapore Securities and Futures Act, Cap. 289.