Terms of Use

These Terms of Use apply to your access and use of the website portals operated by Asia Deal Hub Pte Ltd (UEN201931733Z) (“ADH”) from time to time which relate to the ADH platform (“asiadealhub.com ”).

  1. Application and Acceptance of the Terms
    1. Your access to and use of the Site as well as the services, software and products provided through the Site(collectively “Services”) is subject to the terms and conditions herein as well as the Privacy Policy (defined in clause 3.3 below) and any other rules and policies of the Site that ADH may publish from time to time. This document and such other rules and policies of the Site are collectively referred to below as the “Terms of Use”. By accessing and use of the Site and Services, you agree to accept and be bound by the Terms of Use.
    2. You may not access or use the Services or the Site and may not accept the Termsof Use if (a) you do not have legal capacity to form a binding contract with ADH (for example, of legal age), or (b) you are not permitted to receive any Services under the laws of Singapore or the countries in which you are resident or from which you access and use the Services and the Site.
    3. ADH may amend any Terms of Use at any time by posting the relevant amended and restated Terms of Use on the Sites. By continuing to access or use the Services or the Site, you agree that the amended and restated Terms of Use will apply to you.
    4. You may be required to enter into separate agreement(s) with ADH or our affiliates in relation to any Service (each an “Additional Agreement”). If there is any conflict or inconsistency between the Terms of Use and an Additional Agreement, the Additional Agreement shall take precedence over the Terms of Use only in relation to the relevant Service.
  2. Provision of Services
    1. You must register as a member on the Site in order to access and use the Services. ADH reserves the right, without prior notice, to restrict access to or use of certain Services (or any feature within the Services) subject to other conditions that ADH may impose in its discretion.
    2. Services (or any features within the Services) may vary for different regions and countries. No warranty or representation is given that a particular Service or feature or function thereof or the same type and extent of the Services or features and functions thereof will be available for users of the Site (“Users”).
    3. ADH may initiate, change, impose conditions to, suspend, or stop any Service (or any features within a Service) without prior notice.
  3. Users Generally
    1. As a condition of the access to and use of the Site or Services, Users must comply with all applicable laws and regulations when accessing or using the Site or Services.
    2. Each User agrees that (a) he or she will not copy, reproduce, download, re-publish, sell, distribute or resell any Services or any information, text, images, graphics, video clips, sound, directories, files, databases or listings, etc available on or through the Site (the “Site Content”), (b) he or she will not use any content or materials on the Site for any purpose not expressly permitted in the Terms of Use, and (c) he or she will not copy, reproduce, download, compile or otherwise use any Site Content for the purposes of operating a business that competes with ADH, or otherwise commercially exploiting the Site Content. In addition, the systematic retrieval of Site Content from the Site to create or compile, directly or indirectly, a collection, compilation, database or directory (whether through robots, spiders, automatic devices or manual processes) without written permission from ADH is prohibited.
    3. Each User must read the ADH Privacy Policy which governs the protection and use of personal data in the possession of ADH.
    4. Each User agrees not to undertake any action to undermine the integrity of the computer systems or networks of ADH and/or any other User, or to gain unauthorized access to such computer systems or networks.
    5. By posting or displaying any information, content or material (“User Content”) on the Site or providing any User Content to ADH or our representative(s), and to the extent permitted under applicable laws, Users grant an irrevocable, perpetual, worldwide, royalty-free, and sub-licensable (through multiple tiers) license to ADH to display, transmit, distribute, reproduce, publish, duplicate, adapt, modify, translate, create derivative works, and otherwise use any or all of the User Content in any form, media, or technology now known or not currently known in any manner and for any purpose which may be beneficial to ADH, the operation of the Site, the provision of any Services. Each Userwarrants to ADH that he or she hasall the rights, power and authority necessary to grant the above license. Information that is protected under data protection laws will only be used and kept in compliance with those laws.
  4. Member Accounts
    1. A User must be registered on the Site to access or use some Services (a registered User is also referred to as a “Member” below). ADH may cancel or terminate a User’s member account if ADH has any reason to suspect that the User has concurrently registered or is in control of two or more member accounts (except with the express agreement of ADH).Further, ADH may reject a User’s application for registration for any reason.
    2. Upon registration on the Site, ADH shall assign an account and issue a Member ID and password (the latter shall be chosen by a Member during registration) to each Member.
    3. Each Member shall be solely responsible for maintaining the confidentiality and security of its Member ID and password and for all use of and activities that occur under its accounts (whether such use or activities are authorized or not). No Member may share, assign, or permit the use of its Member accounts, ID or password by another person. Each Member agrees to notify ADH immediately if it becomes aware of any unauthorized use of its password or its accounts or any other breach of security of its accounts.
    4. Each Member agrees that all use of the Site and Services, and all activities that occur under its accounts (including posting any company or product information, clicking to accept any Additional Agreements or rules, subscribing to or making any payment for any services) will be deemed to have been authorized by that Member.
    5. Each Member acknowledges that sharing of its accounts with other persons, or allowing multiple users outside of its business entity to use its accounts (collectively, "multiple use"), may cause irreparable harm to ADH,other Members or other Users. Each Member shall indemnify ADH, ADH’s affiliates, directors, employees, agents and representatives against any loss or damages (including loss of profits) suffered as a result of the multiple use of its accounts. Each Member also agrees that in case of the multiple use of its accounts or that Member’s failure to maintain the security of its accounts, ADH shall not be liable for any loss or damages arising from such a breach and shall have the right to suspend or terminate that Member’s accounts without any liability whatsoever.
  5. Member’s Responsibilities
    1. Each Member represents, warrants and agrees that:
      1. It has full power and authority to accept the Terms of Use, to grant the license and authorization and to perform the obligations here under.
      2. Its access and use the Site and Services will be for commercial purposes only.
      3. The address it provided when registering is its principal place of business.
    2. Each Member will be required to provide information or material about its entity, business or products/services as part of the registration process on the Site or in relation to its access to and use of any Service. Each Member represents, warrants and agrees that (a) such information and material whether submitted during the registration process or thereafter throughout the continuation of the use of the Site or Service is true, accurate, current and complete, and (b) it will maintain and promptly amend all information and material to keep it true, accurate, current and complete.
    3. Upon becoming a Member, you consent to the inclusion of your contactinformation in ADH’sdatabase and authorize ADH and ADH’saffiliates to share such information with other Members or other Users or otherwise use your personal data in accordance with the Privacy Policy.
    4. Each Member represents, warrants and agrees that (a) it shall be solely responsible for obtaining all necessary third party licenses and permissions regarding any User Content that it submits, posts or displays; (b) any User Content that it submits, posts or displays does not infringe or violate any of the copyright, patent, trademark, trade name, trade secrets or any other personal or proprietary rights of any third party (“Third Party Rights”); (c) it has the right and authority to sell, trade, distribute or export or offer to sell, trade, distribute or export the products or services described in the User Content and such sale, trade, distribution or export or offer does not violate any Third Party Rights and (d) the Member and its affiliates are not the subject of any trade restrictions, sanctions or other legal restrictions enacted by any country, international organization or jurisdiction.
    5. Each Member further represents, warrants and agrees that any User Content it submits shall:
      1. be true, accurate, complete and lawful.
      2. not be false, misleading or deceptive.
      3. not contain information that is defamatory, libelous, threatening or harassing, obscene, objectionable, offensive, sexually explicit or harmful to minors
      4. not contain information that is discriminatory or promotes discrimination based on race, sex, religion, nationality, disability, sexual orientation or age.
      5. not violate the Terms of Use or any applicable Additional Agreements,
      6. not violate any applicable laws and regulations (including those governing export control, consumer protection, unfair competition, or false advertising) or promote any activities which may violate any applicable laws and regulations.
      7. not contain any link directly or indirectly to any other web site which includes any content that may violate the Terms of Use..
    6. Each Member further represents, warrants and agrees that it shall:
      1. carry on its activities on the Site in compliance with any applicable laws and regulations.
      2. conduct its business transactions with other users of the Site in good faith.
      3. carry on its activities in accordance with the Terms and any applicable Additional Agreements.
      4. not use the Services or Site to defraud any person or entity (including sale of stolen items, use of stolen credit/debit cards).
      5. not impersonate any person or entity, misrepresent itself or itsaffiliation with any person or entity.
      6. not engage in spamming or phishing.
      7. not engage in any other unlawful activities (including those which would constitute a criminal offence, give rise to civil liability, etc) or encourage or abet any unlawful activities.
      8. not involve attempts to copy, reproduce, exploit or expropriate ADH’s various proprietary directories, databases and listings.
      9. not 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.
      10. not involve any scheme to undermine the integrity of the data, systems or networks used by ADH and/or any User of the Site or gain unauthorized access to such data, systems or networks.
      11. not, and your director(s), officer(s), controlling party/ies, affiliates and legal jurisdiction in which any of the foregoing persons or entities is organized or has operations are not, persons or entities that are subject to any economic or fraud sanctions of any governmental, international or regulatory entities.
      12. not engage in any activities that would otherwise create any liability for ADH or ADH’saffiliates.
    7. Members may not use the Site, Services or member account to engage in activities which are identical or similar to ADH’s business.
    8. EachMember agrees to provide all necessary information, materials and approval, and render all reasonable assistance and cooperation necessary for ADH’s provision of the Services, evaluating whether a Member has breached the Terms and/or handling any complaint against the Member. Ifa Member’s failure to do so results in delay in, or suspension or termination of, the provision of any Service, ADH shall not be obliged to extend the relevant service period nor be liable for any loss or damages arising out of or in connection with such delay, suspension or termination.
    9. Each Member acknowledges and agrees that ADH reserves the right to, but shall not be required to actively monitor or exercise any editorial control whatsoever over the content of any message or material or information (including User Content) created, obtained or accessible through the Services or Site. ADH does not endorse, verify or otherwise certify the contents of any comments or other material or information (including User Content) created, submitted, posted, displayed or otherwise made by any Member. Each Member is solely responsible for the contents of its communications and may be held legally liable or accountable for the content of its comments or other material or information.
    10. Each Member acknowledges and agrees that (a) the Site and Services may only be used by businesses and its representatives for commercial purposes; and (b) it is solely responsible for observing all applicable laws and regulations in its respective jurisdictions to ensure that all access and use of the Site and Services are in compliance with the same.
  6. Breaches by Members
    1. ADH reserves the right in its sole discretion to remove, modify or reject any User Content that you submit to, post or display on the Site which ADH reasonably believes is unlawful, violates the Terms of Use, could subject ADH or ADH’s affiliates to liability, or is otherwise found inappropriate in ADH’s sole discretion.
    2. If any Member breaches any Terms of Use, or if ADH has reasonable grounds to believe that a Member is in breach of any Terms of Use, ADH shall have the right to take such disciplinary actions as it deems appropriate, including: (i) suspending or terminating the Member’s accounts and any and all accounts determined to be related to such accounts by ADH in its sole discretion without liability for any losses or damages arising out of or in connection with such suspension or termination; (ii) restricting, downgrading, suspending or terminating the subscription of, access to, or current or future use of any Service; (iii) removing any product listings or other User Content that the Member has submitted, posted or displayed, or imposing restrictions on the number of product listings or User Content that the Member may post or display; (iv) imposing other restrictions on the Member’s use of any features or functions of any Service as ADH may consider appropriate in its sole discretion; and (v) any other corrective actions, discipline or penalties as ADH may deem necessary or appropriate in its sole discretion.
    3. Without limiting the generality of the provisions of the Terms of Use, a Member would be considered as being in breach of the Terms of Use in any of the following circumstances:
      1. upon complaint or claim from any third party, ADH has reasonable grounds to believe that such Member has willfully or materially failed to perform your contract with such third party including where a Member who supplies products or services using the Site and Services has failed to deliver any items ordered by such third party after receipt of the purchase price, or where the items such Member has delivered materially fail to meet the terms and descriptions outlined in your contract with such third party.
      2. ADH has reasonable grounds to suspect that such Member has used false or misleading information in any transaction with a counter party.
      3. ADH has reasonable grounds to suspect that any information provided by the Member is not current or complete or is untrue, inaccurate, or misleading, or
      4. ADH believes that the Member’s actions may cause financial loss or legal liability to ADH or our affiliates or any other Users or Members.
    4. ADH reserves the right to cooperate fully with governmental or 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 by 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. ADH shall not be liable for damages or results arising from such disclosure, and Member agrees not to bring any action or claim against ADH for such disclosure.
    5. ADH may, at any time and in its reasonable discretion, impose limitations on, suspend or terminate the Member’s use of any Service or the Site without being liable to the Member if ADH has received notice that the Member is in breach of any agreement or undertaking with any affiliate of ADH and such breach involves or is reasonably suspected to involve dishonest or fraudulent activities. ADH reserves the right to, but shall not be required to investigate such breach or request confirmation from the Member.
    6. Each Member agrees to indemnify ADH, its affiliates, directors, employees, agents and representatives and to hold them harmless, from any and all damages, losses, claims and liabilities (including legal costs on a full indemnity basis) which may arise from the Member’s submission, posting or display of any User Content, from the Member’s access to or use of the Site or Services, or from the member’s breach of the Terms of Use or any Additional Agreements.
    7. Each Member further agrees that ADH is not responsible, and shall have no liability to the Member or anyone else for any User Content or other material transmitted through the Site or Services, including fraudulent, untrue, misleading, inaccurate, defamatory, offensive or illicit material and that the risk of damage from such User Content or other material rests entirely with the Member. ADH reserves the right, at our 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.
  7. Transactions Between Buyers and Sellers
    1. Through the Site, ADH provides electronic web-based platforms for exchanging information between Members for the conclusion of sale of goods and services through the Marketing Hub of the Site, a merger or acquisition of a company or part thereof through the M&A Hub of the Site, partnership origination through the Partnership Hub of the Site and matching between investors and companies through the Fundraising Hub of the Site (a “Deal”).However, for any Services, ADH does not represent Members in specific transactions. ADH does not control and is not liable or responsible for the quality, safety, lawfulness or availability of the products or services offered for sale on the Site, the ability of the Members to complete a Deal.
    2. Members are hereby made aware that there may be risks of dealing with people acting under false pretences. Asuser verification on the Internet is difficult, ADH cannot and does not confirm each Member's purported identity. We encourage each Member to use various means, as well as common sense, to evaluate with whom it is dealing.
    3. Members accessing or using the Site or Services shall assume the risks of concluding any Deals in connection with or through the Site or Services. Members accessing or using the Site or Services shall also fully assume all risks of liability or harm of any kind arising out of or in connection with any subsequent activity relating to the Deals that are the subject of the transactions on the Site. Examples of such risks shall include misrepresentation of products and services, fraudulent schemes, unsatisfactory product quality, failure to meet specifications, defective or dangerous products, unlawful products, delay or default in delivery or payment, cost miscalculations, breach of warranty, breach of contract, transportation accidents, the risk that the manufacture, importation, export, distribution, offer, display, purchase, sale and/or use of products or services offered or displayed on the Site may violate or may be asserted to violate Third Party Rights, and the risk that Members may incur costs of defense or other costs in connection with third parties’ assertion of Third Party Rights, or in connection with any claims by any party that they are entitled to defense or indemnification in relation to the assertion of rights, demands or claims by claimants of Third Party Rights. Examples of such risks also include the risk of claims from consumers, other purchasers, end-users of products or other third parties that they have suffered injuries or harm from their use of the products obtained through the Sites or Services. All of the foregoing risks are referred to as "Transaction Risks". ADH is not liable or responsible for any damages, claims, liabilities, costs, harm, inconveniences, business disruptions or expenditures of any kind that may arise a result of or in connection with any Transaction Risks.
    4. Members on the Sites are solely responsible for setting out and performance of the terms and conditions of the Deals conducted on, through or as a result of use of the Sites or Services, including terms regarding payment, returns, warranties, shipping, insurance, fees, taxes, title, licenses, fines, permits, handling, transportation and storage.
    5. Each Member agrees to provide all information and materials as may be reasonably required by ADH in connection with its Deals conducted on, through or as a result of use of the Site or Services. ADH has the right to suspend or terminate any Member’s accounts 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 Deal, 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 Deal.
  8. Limitation of Liability
    1. To the maximum extent permitted by law, the Services provided by ADH on or through the Sites are provided “as is”, “as available” and “with all faults”, and ADH hereby expressly disclaims any and all warranties, express or implied, including any warranties of condition, quality, durability, performance, accuracy, reliability, merchantability or fitness for a particular purpose. All such warranties, representations, conditions, and undertakings are hereby excluded.
    2. To the maximum extent permitted by law, ADH makes no representations or warranties about the validity, accuracy, correctness, reliability, quality, stability, completeness or currentness of any information provided on or through the Sites; ADH does not represent or warrant that the manufacture, importation, export, distribution, offer, display, purchase, sale and/or use of products or services or potential Deals offered or displayed on the Sites does not violate any third party rights; and ADH makes no representations or warranties of any kind concerning any product or service or potential Deals offered or displayed on the Sites.
    3. Any material downloaded or otherwise obtained through the Site or Services is done at each User's sole discretion and risk and each User is solely responsible for any damage to its own or to ADH’s computer system(s) or any loss of data that may result from the download of any such material. No advice or information, whether oral or written, obtained by any User from ADH or through or from the Sites shall create any warranty not expressly stated herein.
    4. The Site may make available to Users 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. Each User hereby agrees to indemnify and save ADH, its affiliates, directors, officers and employees harmless, from any and all losses, claims, liabilities (including legal costs on a full indemnity basis) which may arise from such User's access to or use of the Site or Services (including the display of such User's information on the Sites) or from your breach of any of the terms and conditions of the Terms of Use. Each User hereby further agrees to indemnify and save ADH, its affiliates, directors, officers and employees harmless, from any and all losses, damages, claims, liabilities (including legal costs on a full indemnity basis) which may arise from User's breach of any representations and warranties made by User to ADH, including those set forth in clause 5 here under.
    6. Each User hereby further agrees to indemnify and save ADH, ADH’s affiliates, directors, officers and employees harmless, from any and all losses, damages, claims, liabilities (including legal costs on a full indemnity basis) which may arise, directly or indirectly, as a result of any claims asserted by Third Party Rights claimants or other third parties relating to products offered or displayed on the Site. Each User hereby further agrees that ADH is not responsible and shall have no liability to you, for any material posted by others, including defamatory, offensive or illicit material and that the risk of damages from such material rests entirely with each User. ADH reserves the right, at ADH’s own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you shall cooperate with ADH in asserting any available defenses.
    7. 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, equity or otherwise or any other damages resulting from any of the following:
      1. the use or the inability to use the Site or Services.
      2. any defect in goods, samples, data, information or services purchased or obtained from a User or any other third party through the Site or Services.
      3. violation of Third Party Rights or claims or demands that User's manufacture, importation, exportation, distribution, offer, display, purchase, sale and/or use of products or services offered or displayed on theSite or through the Services may violate or may be asserted to violate Third Party Rights; or claims by any party that they are entitled to defense or indemnification in relation to assertions of rights, demands or claims by Third Party Rights claimants.
      4. unauthorized access by third parties to data or private information of any User.
      5. statements or conduct of any User of the Site or Services.
      6. any matters relating to the Site or Services, however arising, including negligence.
    8. Not withstanding any of the foregoing provisions, the aggregate liability of ADH, ADH’s employees, agents, affiliates, representatives or anyone acting on our behalf with respect to each User for all claims arising from the access to or use of the Sites or Services during any calendar year shall be limited to the amount of fees the User has paid to ADH in exchange for the access to or use of the Site or Services during the calendar year. The User shall have to prove actual damages. All claims arising from the use of the Sites or Services must be filed within one (1) year from the date the cause of action arose or such longer period as prescribed under the applicable law governing the Terms of Use.
    9. The limitations and exclusions of liability to you under the Terms of Use shall apply to the maximum extent permitted by law and shall apply whether or not ADH has been advised of or should have been aware of the possibility of any such losses arising.
  9. Force Majeure
    1. Under no circumstances shall ADH be held liable for any delay or failure or disruption of the content or the Services accessed or delivered through the Site resulting directly or indirectly from acts of nature, forces or causes beyond our 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.
  10. Intellectual Property Rights
    1. ADH is the sole owner or lawful licensee of all the rights and interests in the Siteand the Site Content. The Sites and Site Content embody trade secrets and other intellectual property rights protected under worldwide copyright and other laws. All title, ownership and intellectual property rights in the Sites and Site Content shall remain with ADH, our affiliates or licensors, as the case may be. All rights not otherwise claimed under the Terms of Use or by ADH are hereby reserved.
    2. ADH trademarks or service marks are protected under applicable copyright, trademark and other proprietary rights laws, and the unauthorized copying, modification, use or publication of these marks is strictly prohibited.
  11. Confidentiality
    1. Each Member and ADH respectively undertake to keep all Confidential Information confidential and not to disclose it to anyone and to ensure that all Confidential Information is protected with security measures and a degree of care that would apply to its own confidential information.
    2. Each Member and ADH respectively acknowledge that some or all of the Confidential Information is or may be price-sensitive information and that the use of such information may be regulated or prohibited by applicable legislation including securities law relating to insider dealing and market abuse and each Member and ADH respectively undertake not to use any Confidential Information for any unlawful purpose.
    3. The obligations in this clause 11 are continuing and in particular, shall survive the termination or expiration of your membership with the Platform. For the purpose of this clause 11:
      “Confidential Information” means all information relating to the Platform, any Member, contact details of any person provided or listed on the Platform, specifications of product and services listed on the Platform, discussions or negotiations arising out of or in connection with the listings on the Platform, and any information which has been listed on the Platform by any Member, in whatever form, and includes information given orally and any document, electronic file or any other way of representing or recording information which contains or is derived or copied from such information but excludes information that:
      1. Is or becomes public information other than as a direct or indirect result of any breach by you or ADH of these Terms of Use;
      2. Is identified in writing at the time of delivery as non-confidential;
      3. Is known by you or ADH before the date the information is disclosed to you by us or through the Platform or any of our affiliates or is lawfully obtained by you after that date, from a source unconnected with the Platform and which, in either case, as far as you are aware, has not been obtained in breach of, and is not otherwise subject to, any obligation of confidentiality.
  12. Notices
    1. All legal notices or demands to or upon ADH shall be made in writing and sent to ADH personally, by courier or certified mail to the following entity and address: Asia Deal Hub Pte. Ltd.1 Fullerton Road, #02-01, One Fullerton, Singapore 049213. The notices shall be effective when they are received by ADH in any of the above-mentioned manner.
    2. All legal notices or demands to or upon a User shall be effective if either delivered personally, sent by courier, certified mail, by facsimile or email to the last-known correspondence, fax or email address provided by the User to ADH, or by posting such notice or demand on an area of the Sites that is publicly accessible without a charge. Notice to a User shall be deemed to be received by such User if and when:
      1. ADH is able to demonstrate that communication, whether in physical or electronic form, has been sent to such User, or
      2. immediately upon ADH posting such notice on an area of the Site that is publicly accessible without charge.
    3. Each User agrees that all agreements, notices, demands, disclosures and other communications that ADH sends to you electronically will satisfy any legal requirement that such communication should be in writing.
  13. General Provisions
    1. Subject to any Additional Agreements, the Terms of Use constitute the entire agreement between you and ADH with respect to and govern your use of the Site and Services, superseding any prior written or oral agreements in relation to the same subject matter herein.
    2. ADH and you are independent contractors, and no agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by the Terms of Use.
    3. If any provision of the Terms of Use is held to be invalid or unenforceable, such provision shall be deleted and the remaining provisions shall remain valid and be enforced.
    4. Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such clause.
    5. ADH’s failure to enforce any right or failure to act with respect to any breach by you under the Terms will not constitute a waiver of that right nor a waiver of ADH’s right to act with respect to subsequent or similar breaches.
    6. ADH shall have the right to assign the Terms of Use (including all of our rights, titles, benefits, interests, and obligations and duties in the Terms of Use to any person or entity (including any affiliates of ADH). You may not assign, in whole or part, the Terms of Use to any person or entity.
    7. These Terms of Use shall be governed by the laws of Singapore. The parties to these Terms of Use hereby submit to the exclusive jurisdiction of the Singapore courts.

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