Asia Deal Hub

ACCEPTANCE OF TERMS
1. The following sets forth the terms and conditions of the UserAgreement (this “Agreement”) between you (“Member”) andAsia Deal Hub Pte. Ltd. (UEN 201931733Z) (“ADH”) under which ADH offers Members listing on the website portals(s) operated by ADH (the “Site”) at www.asiadealhub.com (“Platform”).
2. Use of the Platform indicates that each Member accepts the terms and conditions set forth below. By completing the application process and clicking the “I agree” button, each Member is indicating its consent to be bound by this Agreement, the Site’s Terms of Use and Privacy Policy which are incorporated herein by reference (collectively referred to as the “Terms of Use”). The Agreement will not take effect unless and until a Member has activated itsAccount. Terms not defined in this Agreement shall bear the same meaning as that contained in the Terms of Use.
3. ADH may amend this Agreement at any time by posting the amended and restated Agreement on the Site. The amended and restated Agreement shall be effective immediately upon posting. Posting by ADH of the amended and restated Agreement and a Member’s continued use of the Platform shall be deemed to be acceptance of the amended terms.
4. ADH may amend this Agreement at any time by posting the amended and restated Agreement on the Site. The amended and restated Agreement shall be effective immediately upon posting. Posting by ADH of the amended and restated Agreement and a Member’s continued use of the Platform shall be deemed to be acceptance of the amended terms.
PAYMENT
1. You will pay to ADH all fees incurred in connection with the use of the Platform and the ADH membership. The fees charged are based on the services offered by ADH selected by you.
2. All fees are exclusive of tax. You shall pay all taxes, duties or levies in respect of the ADH membership.
THE PLATFORM
1. Listing on the Platform will be offered to Members who have paid all fees in connection with its respective the ADH membership tier,for a specified period in accordance with the terms of this Agreement.
2. The Platform consists of four hubs (“Hubs”) (which may be added to or modified, or suspended for scheduled or unscheduled maintenance purposes, from time to time at the sole discretion of ADH and notified to Members) (“Member Benefits”):
  1. The Marketing Hub – allows Members to source for potential distributors and customers for products & services, and to source potential products/services to sell.
  2. The M&A Hub - allows Members to source for potential buyers and sellers for mergers and acquisitions transactions.
  3. The Partner Hub - allows Members to source for potential operational partners who can act as a catalyst for Member’s business.
  4. The Fundraising Hub - allows Members to find investors or corporates and projects to invest in.
3. The Hubs have the following services based on a Member’s selection:
  1. deal registration service – Members may register their deal such as information about their products/services, merger and acquisition target and partner profile and share the deal to other members.
  2. deal search on ADH database – Members may search for existing deals on the Platform.
  3. deal introduction notification –Members may receive email notifications on new deals.
  4. deal push search (web scraping)–Members may obtain a shortlist of potential buyers, sellers or partners by using automated research tools on the Platform.
  5. deal push search (customised deal search) – Members may obtain a shortlist of potential buyers, sellers or partners by using agent-based direct contact search.
4. ADH may suspend or terminate all or part of the above Member Benefits at any time in its sole discretion without liability for any losses or damages arising out of or in connection with such suspension or termination. ADH reserves the right to charge for the Platform or any feature or functionality of the Platform at any time in its sole discretion.
5. The availability of any transactional features and functions on the Site to any Member may be conditional on verification of Member’s identity and/or that Member’s designated bank account by ADH and/or ADH’s approved independent third parties.
6. ADH shall, at its sole discretion, issue Member IDs and Passwords to each Member to access the Platform. Each Member shall be solely responsible for maintaining the confidentiality of the Member IDs and Passwords issued to it and for all use of and activities that occur under the respective Member IDs and Passwords (whether such use or activities are authorized or not). No Member shall share, assign or permit the use of its Account, Member IDs or Passwords to another person, even to other individuals within the Member's own business entity (where applicable). Each Member acknowledges that sharing of its Account with other persons, or allowing multiple users outside of its business entity to use its Account (collectively, "multiple use"), may cause irreparable harm to ADH and each Member shall indemnify ADH against any loss or damages (including loss of profits) suffered by ADH as a result of such multiple use of an Account. Each Member hereby undertakes to notify ADH immediately of any unauthorized use of its Account, Member IDs or Passwords or any other breach of security. Each Member hereby agrees that ADH shall not be liable for any loss or damages arising from the Member's failure to comply with this paragraph.
7. ADH reserves the right to change, upgrade, modify, limit or suspend the Platform or any of its related functionalities or applications at any time temporarily or permanently without prior notice. ADH further reserves the right but shall not be obliged to introduce new features, functionalities, applications or conditions to the Platform or to future versions of the Platform. All new features, functionalities, applications, conditions, modifications, upgrades and alterations shall be governed by this Agreement, unless otherwise stated by ADH.
8. Each Member acknowledges that inability to use the Platform wholly or partially for whatever reason may have adverse effects on its business. Each Member hereby agrees that in no event shall ADH be liable to the Member or any third parties for any inability to use the Platform (whether due to disruption, changes to or termination of the Platform or otherwise), any delays, inaccuracies, errors or omissions with respect to any communications or transmission or delivery of all or any part thereof, or any losses or damages (direct, indirect, consequential or otherwise) arising from the use of or inability to use the Platform.
9. If a Member voluntarily submits any information to the Site for publication on the Site through the publishing tools, including, company or business profile, product catalog, trade leads, business trust system and any discussion forum, then that Member is deemed to have given consent to the publication of such information on the Site.
MEMBER RESPONSIBILITIES
1. Each Member hereby represents, warrants and agrees to (a) provide true, accurate, current and complete information about itself and its business references as may be required by ADH and (b) maintain and promptly amend all information to keep it true, accurate, current and complete. To the extent permitted under applicable laws, each Member hereby grants an irrevocable, perpetual, worldwide and royalty-free, sub-licensable (through multiple tiers) license to ADH to display and use all information provided by such Member in accordance with the purposes set forth in this Agreement and to exercise the copyright, publicity, and database rights that Member has in such material or information, in any media now known or not currently known. Information that is protected under data protection laws will only be used and kept in compliance with those laws.
2. Each Member hereby represents, warrants and agrees that the use by such Member of the Platform and the Site shall not:
  1. contain fraudulent information or make fraudulent offers of items or involve the sale or attempted sale of counterfeit or stolen items or items whose sales and/or marketing is prohibited by applicable law, or otherwise promote other illegal activities
  2. be part of a scheme to defraud other Members or other users of the Site or for any other unlawful purpose.
  3. infringe or otherwise abet or encourage the infringement or violation of any third party's copyright, patent, trademarks, trade secret or other proprietary right or rights of publicity and privacy or other legitimate rights.
  4. impersonate any person or entity, misrepresent itselfor its affiliation with any person or entity.
  5. violate any applicable law, statute, ordinance or regulation (including those governing export control, consumer protection, unfair competition, anti-discrimination or false advertising).
  6. contain information that is defamatory, libelous, unlawfully threatening or unlawfully harassing.
  7. contain information that is obscene or contain or infer any pornography or sex-related merchandising or any other content or otherwise promotes sexually explicit materials or is otherwise harmful to minors
  8. promote discrimination based on race, sex, religion, nationality, disability, sexual orientation or age.
  9. contain any material that constitutes unauthorized advertising or harassment (including spamming), invades anyone's privacy or encourages conduct that would constitute a criminal offence, give rise to civil liability, or otherwise violate any law or regulation.
  10. involve attempts to copy, reproduce, exploit or expropriate ADH's various proprietary directories, databases and listings.
  11. involve any computer viruses or other destructive devices and codes that have the effect of damaging, interfering with, intercepting or expropriating any software or hardware system, data or personal information.
  12. involve any scheme to undermine the integrity of the computer systems or networks used by ADH and/or any user of the Platform and no Member shall attempt to gain unauthorized access to such computer systems or networks.
  13. link directly or indirectly to or include descriptions of goods or services or other materials that violate any law or regulation or are prohibited under this Agreement or the Terms of Use; or
  14. otherwise create any liability for ADH or its affiliates.
3. Each Member acknowledges and agrees that ADH reserves the right to, but shall not be required to actively monitor nor exercise any editorial control whatsoever over the content of any message or other material or information created, obtained or accessible through the Platform. ADH does not endorse, verify or otherwise certify the contents of any comments or other material or information made by any Member. Each Member is solely responsible for the contents of their communications and may be held legally liable or accountable for the content of their comments or other material or information.
4. Each Member represents, warrants and agrees that it has obtained all necessary third party licenses and permissions and shall be solely responsible for ensuring that any material or information it posts on the Site or provides to ADH or authorizes ADH to display does not violate the copyright, patent, trademark, trade secrets or any other personal or proprietary rights of any third party or is posted with the permission of the owner(s) of such rights. Each Member further represents, warrants and agrees that it has the right and authority to (1) sell, distribute or offer to sell or distribute the products and services described in the material or information it posts on the Site or provides to ADH or authorizes ADH to display (2) undertake a merger or acquisition of a company or part thereof (3) enter into partnerships and (4) raise funds from investors or to participate in fund raising activities.
5. A Member shall not directly or indirectly, in any manner or capacity, communicate or negotiate with another Member outside the Platform without the written consent of ADH. This clause shall survive and continue to be in force and effect for two years following the cessation of this Agreement.
6. If any Member breaches the representations, warranties and covenants of paragraphs 1, 2, 3,4 or 5 above, or if ADH has reasonable grounds to believe that such Member is in breach of such representations, warranties and covenants, or if upon complaint or claim from any other Member or third party, ADH has reasonable grounds to believe that such Member has wilfully or materially failed to perform that Member’s contract with such third party including where a Member who supplies products or services using the Site and the Platform has failed to deliver any items or services ordered by any other Member or third party after receipt of the purchase price, or where such Member has delivered the items that materially fail to meet the terms and descriptions outlined in that Member’s contract with any other Member or third party, or if ADH has reasonable grounds to believe that such Member has used a stolen credit card or other false or misleading information in any online transaction, ADH has the right to suspend or terminate the Platform and all Member Benefits with respect to such Member without compensation and without liability for any losses or damages arising out of or in connection with such suspension or termination, and restrict or refuse any and all current or future use of the Platform or any other services that may be provided by ADH. Further, ADH reserves the right in its sole discretion to place restrictions on the number of product listings that a Member can post on the Site for such duration as ADH may consider appropriate, and to remove any material it reasonably believes that is unlawful, could subject ADH to liability, violates this Agreement or the Terms of Use or is otherwise found inappropriate in ADH's opinion. ADH reserves the right to cooperate fully with governmental and regulatory authorities, law enforcement bodies, private investigators and/or injured third parties in the investigation of any suspected criminal or civil wrongdoing. Further, to the extent permitted under applicable laws and policies, ADH may disclose the Member's identity, contact information and/or information regarding the Member's account(s), transactions or activities carried out on or via the Site, if requested by a government, regulatory or law enforcement body or an injured third party, or as a result of a subpoena or other legal action, and ADH shall not be liable for damages or results thereof and Member agrees not to bring any action or claim against ADH for such disclosure. In connection with any of the foregoing, ADH may suspend or terminate the Account of any Member as ADH deems appropriate in its sole discretion.
7. Each Member agrees to indemnify ADH, ADH’s employees, agents and representatives and to hold them harmless, from any and all losses, claims and liabilities (including legal costs on a full indemnity basis) which may arise from that Member’s submissions, posting of materials or deletion thereof, from such Member's use of the Platform or from such Member's breach of this Agreement or the Terms of Use. Each Member further agrees that ADH is not responsible, and shall have no liability to it or anyone else for any material posted by such Member or third parties, including fraudulent, untrue, misleading, inaccurate, defamatory, offensive or illicit material and that the risk of damage from such material rests entirely with each Member. ADH reserves the right,at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by the Member, in which event the Member shall cooperate with ADH in asserting any available defenses.
TRANSACTIONS BETWEEN BUYERS AND SUPPLIERS
1. Through the Site, ADH provides an electronic web-based platform for exchanging information and concluding sale and purchase transactions of products and services online between buyers and suppliers. ADH reserves the right to limit certain features and functions of the platform to prescribed Members. Despite the provision of the platform through the Site, ADH does not represent the seller or the buyer in specific transactions whether or not such transactions are made on or via the Site. ADH does not control and is not liable to or responsible for the quality, safety, lawfulness or availability of the products or services offered for sale on the Site or the ability of the suppliers to complete a sale or the ability of buyers to complete a purchase
2. Members are hereby made aware that there may be risks of dealing with people acting under false pretences. As user verification on the Internet is difficult, ADH cannot and does not confirm each member's purported identity shown on the Site and can only use reasonable efforts to verify the identity of the representative of a seller listing on www.ADH according to the applicable laws in Singapore.ADH encourages Members to use the various means, as well as common sense, to evaluate with whom you are dealing
3. Each Member accessing or using the Site or Platform shall fully assume the risks of conducting any purchase and sale transactions in connection with or through the Site or Platform. Such risks shall include, but not limited to, misrepresentation of products and services, fraudulent schemes, unsatisfactory quality, failure to meet specifications, defective products, delay or default in delivery or payment, cost miscalculations, breach of warranty, breach of contract and transportation accidents ("Transaction Risks"). Each Member agrees that ADH shall not be liable or responsible for any damages, liabilities, costs, harms, inconveniences, business disruptions or expenditures of any kind that may arise a result of or in connection with any Transaction Risks.
4. Members are solely responsible for setting out, agreeing on, entering into and performing all of the terms and conditions of the transactions conducted on, through or as a result of use of the Site, including terms regarding payment, returns, warranties, shipping, insurance, fees, taxes, title, licenses, fines, permits, handling, transportation and storage.
5. Member agrees to provide all information and materials as may be reasonably required by ADH in connection with that Member’s transactions made via the transactional platform on the Site. ADH has the right to suspend or terminate any Member’s Account if the Member fails to provide the required information and materials without liability for any losses or damages arising out of or in connection with such suspension or termination.
6. In the event that any Member has a dispute with any party to a transaction, such Member agrees to release and indemnify ADH (and our agents, affiliates, directors, officers and employees) from all claims, demands, actions, proceedings, costs, expenses and damages (including any actual, special, incidental or consequential damages) arising out of or in connection with such dispute or the transaction.
LIMITATION OF LIABILITY
1. To the maximum extent permitted by law, the Platform is provided on an “as is” and “as available” basis, and ADH hereby expressly disclaims any and all warranties, express or implied, including any warranties of conditions, quality, durability, performance, accuracy, reliability, merchantability or fitness for a particular purpose or non-infringement. All such warranties, representations, conditions, undertakings and terms are hereby excluded.
2. To the maximum extent permitted by law, ADH makes no representations or warranties about the validity, accuracy, reliability, quality, stability, completeness or currency of any information provided on or through the Site.
3. Any material downloaded or otherwise obtained through the access to or use of the Site or Platform is done at each Member's sole discretion and risk and each Member is solely responsible for any damage to its computer system or any loss of data that results from the download of any such material. No advice or information, whether oral or written, obtained by any Member from ADH or through or from the Platform shall create any warranty not expressly stated in this Agreement.
4. The Site may make available to Members services or products provided by independent third parties. No warranty or representation is made with regard to such services or products. In no event shall ADH or its affiliates be held liable for any such services or products.
5. Under no circumstances shall ADH be held liable for an delay or failure or disruption of the Platform resulting directly or indirectly from acts of nature, forces or causes beyond its reasonable control, including internet failures, computer, telecommunications or any other equipment failures, electrical power failures, strikes, labor disputes, riots, insurrections, civil disturbances, shortages of labor or materials, fires, flood, storms, explosions, Acts of God, war, governmental actions, orders of domestic or foreign courts or tribunals or non-performance of third parties.
6. To the extent permitted by law, ADH shall not be liable for any special, direct, indirect, punitive, incidental or consequential damages or any damages whatsoever (including damages for loss of profits or savings, business interruption, loss of information), whether in contract, negligence, tort or otherwise or any other damages resulting from any of the following:
  1. the use or the inability to use the Platform.
  2. any defect in goods, samples, data, information or services purchased or obtained from a Member or a third-party service provider through the Site.
  3. unauthorized access by third parties to data or private information of any Member.
  4. statements or conduct of any user of the Site; or
  5. any other matter relating to the Site or the Platform however arising, including negligence.
7. Notwithstanding any of the foregoing provisions, the aggregate liability of ADH, its employees, agents, affiliates, representatives or anyone acting on its behalf with respect to each Member for all claims arising from the access to or use of the Platform or the Site during any calendar year shall be limited to S$100. The preceding sentence shall not preclude the requirement by the Member to prove actual damages. All claims arising from the use of the Platform must be filed within either one (1) year from the date the cause of action arose or such longer period as prescribed under the applicable law governing this Agreement.
PRIVACY
1. Please review the ADH Privacy Policy(the “Privacy Policy”) to know how ADHuses and protects your personal information when you use the Platform of the Site.
INTELLECTUAL PROPERTY RIGHTS
1. ADH is the sole owner or lawful licensee of all the rights to the Platform. The Platform embodies trade secrets and intellectual property rights protected under worldwide copyright and other laws. All title, ownership and intellectual property rights in the Platform shall remain with ADH, ADH’s affiliates or licensors, as the case may be. All rights not otherwise claimed under this Agreement or by ADH are hereby reserved.
GENERAL
1. This Agreement and the Terms of Use constitute the entire agreement between the Member and ADH with respect to and governs the use of the Platform, superseding any prior written or oral agreements in relation to the same subject matter herein.
2. ADH and the Member are independent contractors, and no agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by this Agreement.
3. If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced.
4. Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section.
5. ADH's failure to enforce any right or failure to act with respect to any breach by a Member under this Agreement will not waive that right nor waive ADH's right to act with respect with subsequent or similar breaches.
6. ADH shall have the right to assign this Agreement (including all of its rights, titles, benefits, interests, and obligations and duties in this Agreement) to any person or entity (including any affiliates of ADH). The Member may not assign, in whole or part, this Agreement to any person or entity.
7. This Agreement shall be governed by the laws of Singapore. The parties to this Agreement hereby submit to the exclusive jurisdiction of the Singapore courts.

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